creating value
shire plc
2012 annual report we’re here to enable  
people with lifealtering 
conditions to lead better 
lives we want to make  
a real difference to the 
people we help to create 
greater value for our 
company and all our 
stakeholders
our vision is to imagine  
and lead the future  
of healthcare for people 
with lifealtering conditions 
creating value for society
 more online at
 httpar2012shirecom  imagine
p1 1
at shire we want to enable patients 
to lead better lives this is why we 
focus on treatments and services 
for symptomatic conditions in areas 
of high medical need so patients 
experience a noticeable and ongoing 
improvement in their lives
to this end we lead we think 
long term we look to build strong 
relationships we’re not afraid to 
think and do things differently 
above all we put our patients at the 
heart of everything we do so we can 
make a real difference and deliver 
signiﬁcant value to them and to all 
our stakeholders our view of the 
world with the patient at the center 
has directly driven our shared 
culture of aspiring to be as brave  
as the people we help shire plc annual report 201 2
 l
p5
 future
p1 2
p7
shi shi shi i i shire e re re re re plc plc plc plc plc plc l l plc c c plc c c lc c plc c pl plc c pl plc can an an nn ann ann ann ann nn n n n n an ann nn nn n n nn n a ann ann nn n n ann ann n a a n a a an u u u u u u u u ual u u u u u u u u ual u u u u u re re repor por rt2 t 2 t 20 0 01 2 01 2 12 2 2 2 2
5
p12
p3  shire plc annual report 2012  1
overview
review of our business governance financial statements other ﬁnancial information
society
p16
overview
financial and operating highlights 2
chairman’s review 4
chief executive ofﬁcer’s review 6
our business at a glance 8
our strategy and business model 10
our research and development pipeline 12
our key performance indicators 14
responsibility 16
risks and uncertainties 18
review of our business
financial review 24
governance
board of directors 36
corporate governance report 38
directors’ remuneration report 50
directors’ report 68
statement of directors’ responsibilities 73
financial statements
independent auditor’s report 74
consolidated balance sheets 75
consolidated statements of income 76
consolidated statements of comprehensive income 77
consolidated statements of changes in equity 78
consolidated statements of cash ﬂows 80
notes to the consolidated ﬁnancial statements 82
other ﬁnancial information
other ﬁnancial information 128 
shire head ofﬁces and main operating locations 132 
shareholder information 133 
cautionary statements 135 
parent company ﬁnancial statements of shire plc 136 
shire trade marks ibc 2 shire plc annual report 2012
another strong year for shire with  
12 growth in product sales and  
14 growth in non gaap earnings  
which have driven particularly strong  
cash generation
financial and operating highlights
2012 highlights
initiation of phase 3 trials for ldx marketed  
as vyvanse in the us for the treatment of 
negative symptoms of schizophrenia and binge 
eating disorder
completion of phase 12 trials for hgt2310 for 
the treatment of hunter syndrome with cns 
symptoms and hgt1410 for sanﬁlippo a 
syndrome
initiation of phase 3 trials for abh001 for  
the treatment of epidermolysis bullosa
positive outcome from the european 
decentralised procedure for elvanse 
lisdexamfetamine dimesylate
partnering agreement for vyvanse and 
intuniv with shionogi in japan
acquisition of ferrokin biosciences inc 
bringing global rights to phase 2 product 
spd602 for treatment of iron overload
acquisition of pervasis therapeutics inc 
bringing phase 2 product srm003 formerly 
vascugel for hemodialysis access 
agreement with sangamo biosciences inc to 
develop therapeutics for hemophilia and other 
monogenic diseases based on sangamo’s zinc 
ﬁnger dnabinding protein technology
 lisdexamfetamine dimesylate active ingredient in vyvanseelvanse
total revenues
 10
 
4263
4681
3471
2010 2011 2012
 year on year growth in 2012
non gaap diluted earnings per ads
 14 
534
610
423
2010 2011 2012
 year on year growth in 2012
non gaap ebitda
 7 
1478
1588
1165
2010 2011 2012
 year on year growth in 2012 overview
  3
year on year product growth ’m
28
1030
805
vyvanse
7
498
465
elaprase
5
498
475
replagal
19
429
533
adderall xr
7
400
372
lialdamezavant
20
307
256
vpriv
29
288
223
intuniv
6
266
251
pentasa
3
172
167
fosrenal
46
154
105
dermagraft
1
252
116
33
firazyr
5
249
other
265
2012 2011
1  dermagraft was purchased 28 june 2011 product sales for 2012 represent a full 
year of trading results
2012 cash ﬂow ’m
cash generation 1637
free cash ﬂow 1256
net cash inﬂow 859
231 tax and interest payments
150 capital expenditure
97 payments for business combinations
106 share buyback
86 dividend payment
66
upfront payments for inlicenses and to 
acquire intangible assets
42 other investing and ﬁnancing
2
2 other investing and ﬁnancing includes purchase of shares by ebt 99m and 
excess tax beneﬁt associated with exercise of stock options 41m
total revenues by businesses
1 speciality pharmaceuticals 61 
2 human genetic therapies 30 
3 regenerative medicine 3 
4 royalties and other revenues 6 
1
2
3
4
value
non gaap 
earnings growth
14
cusing on enabling our patients to
ter lives we create greater value for
stakeholders for us it’s a never
ding cycle of increasing value the 
ore we help our patients the more 
ue we create for physicians policy 
makers payors investors and of 
urse our employees who ultimately
enable us to deliver all this
by foc
lead bett
all our 
end
mo
val
cou 4 shire plc annual report 2012
2012 highlights
we have enjoyed another strong year
we have a solid foundation for  
going forward
we are well positioned for continued  
global growth
at shire we have always embraced 
change as an opportunity to become 
even better looking ahead we are well 
prepared to enjoy the next chapter of 
growth in our ongoing story
we have enjoyed another strong year at shire this is particularly 
pleasing given the backdrop of challenges across the 
pharmaceuticals industry and the world economy 
over the years we have established a fantastic record of growth 
built on the vision and leadership of successive chief executives 
and the talent skills and dedication of all our employees our 
success is a credit to both the individuals involved and the unique 
culture of shire
focusing on patients
we continue to follow our strategy of focusing on meeting the 
needs of selected groups of patients with conditions where we 
have products and expertise we have always had this specialised 
approach and continue to believe it is the right strategy for the 
future but around this core principle is the need to adapt and 
evolve we are never complacent and we will continue to change 
to keep the company competitive keep it growing and moving 
forward this is everyone’s job in shire 
change is our strength
the ability of the company to change is its greatest strength it has 
enabled shire to progress from a small company only offering one 
treatment in one market to becoming a multifaceted specialist 
company offering patient solutions around the world for us 
change is the responsible thing to do by changing in the right way 
we maintain and live up to our role as an industry leader but more 
importantly offer patients medicines and hope not there before
chairman’s review
matthew emmens 
chairman overview
 shire plc annual report 2012  5  5
change has also been a feature of the board in recent years we 
now have a complex multinational business and the board has 
evolved accordingly we have the right balance of skill sets and 
experience to enable continued success membership includes 
pharmaceutical backgrounds as well as those with depth in 
ﬁnance international banking private equity medicine and science 
courage and wisdom
change takes courage – it’s a key outcome of our brave culture 
change takes wisdom too you need to know what to change and 
how to change it and you need to have the right people in place 
with the right attitude at the right time
speaking of the right people we have been very fortunate to have 
had angus russell as chief executive over the last several years – 
his contributions have been many on behalf of the board i would 
like to thank angus for his excellent leadership that has brought the 
company to where it stands today and we wish him and his family 
well in his retirement
with the retirement of angus i am conﬁdent that his successor  
dr flemming ornskov will lead us to the next level of success and 
international growth flemming comes with an impressive set of 
skills and considerable international experience including working 
with both large and small companies and his background as a 
physician will be a great asset to ensure we keep our patient focus 
i look forward to working closely with flemming in the months and 
years ahead we also welcomed dr steven gillis to the board of 
directors this year he brings deep technical and scientiﬁc 
knowledge as well as an entrepreneurial approach
continuing to grow and succeed
looking ahead we have a sound strategy and we are committed 
to continue to grow internationally to increase our patient focus 
and add even greater value for us a changing world is a good 
thing it’s an opportunity to see the world differently to seize the 
initiative and ultimately strengthen the business and ensure 
continued growth and success
we employ over 
 
5300
people in  
29 countries
 lead
a
m
b
in
w
t
u
c
s
s shi shi shi shi sh re re re e e re plc plc plc plc plc plc plc lc lc lc lc lc c c c c c an an an an n n n n n an n n n n n n an n n n an n n n n n n n an n n n n n n n n n n n n nnu nua ual r l r re ep epo epo po port rt rt rt t 201 20 20 01 01 12 2 2 2 c c c
we employ ov
people 
29 countrie acting like a leader 
means being responsible 
by taking ownership and 
nﬂuencing in our own 
way being prepared 
to go ﬁrst to speak 
up and to 
challenge the 
status quo 6 shire plc annual report 2012
this year saw us continue to deliver on 
our growth commitments and further 
advance our pipeline we articulated  
a 2020 vision and built on our unique 
culture of aspiring to be as brave as  
the people we help
chief executive ofﬁcer’s review
continuing to deliver
we achieved our target of midteens earnings growth again this 
year having delivered ahead of expectations for the last couple of 
years with growth rates of over 20 
the business continued to perform extremely well vyvanse and 
intuniv our treatments for attention deﬁcit hyperactivity disorder 
“adhd” both increased their share of the growing us market 
further consolidating our leading position in this area firazyr our 
treatment for hereditary angiodema launched strongly in the us 
and we continued robust global sales of our other rare disease 
treatments elaprase for hunter syndrome vpriv for gaucher 
disease and replagal for fabry disease we underlined our 
belief in our regenerative medicine business through announcing 
investment in a new campus in california and the rollout of a new 
commercial strategy
looking to extend our treatments
during the year we had continued successes in our clinical 
milestones for our program of new uses for vyvanse 
we are undertaking late stage studies for lisdexamfetamine 
dimesylate “ldx” the active ingredient in vyvanse as a 
treatment for major depressive disorder and recently initiated  
our phase 3 programs for binge eating disorder and negative 
symptoms of schizophrenia 
in addition we have identiﬁed potential new indications for 
firazyr and dermagraft our intrathecal trials for hunter 
cns sanfilippo a and metachromatic leukodystrophy are also 
2012 highlights
we continued to deliver growth 
we advanced our pipeline creating signiﬁcant 
opportunities for growth beyond 2015
we distilled and communicated where we  
want to take the company our 2020 vision
angus russell 
chief executive ofﬁcer overview
   7
can help and add value around beyond the provision of treatments 
educating people so they really understand a rare disease for 
example or helping patients treat themselves at home rather than 
having to travel long distances to specialist centers there’s a lot 
more we can do to help patients and their physicians building 
greater value for everyone involved along the way and this is what 
our new 2020 vision is about being a responsible business goes 
to the heart of our vision and for us is distilled to a single core 
consideration what is the right thing to do this guides everything 
we do from daytoday across our business
taking brave steps to do more for our patients
our view of the world with the patient at the centre has directly 
driven our shared culture of aspiring to be as brave as the people 
we help our decentralised marketdriven and increasingly 
international business is united by this shared commitment to 
identify new ways to help our patients as much as we possibly can
transforming the business
our shared culture will continue to be fundamental as we enter our 
next stage of global expansion the globalisation of our business is 
one of the most exciting development opportunities since i joined 
the company 13 years ago when i came to the company in 1999 
we were dependent on one product for adhd in the us now we 
have a strong portfolio of products across behavioral health gastro 
intestinal diseases rare genetic diseases and regenerative 
medicine which we sell in over 50 markets around the world 
looking ahead we have a huge global opportunity with a very 
strong platform and a proven strategy and business model for 
future growth
our highly specialized patientfocused collaborative approach is 
increasingly seen as the way forward in our industry – we have led 
the way as i prepare to retire from the business i am extremely 
proud of what we have achieved together and look forward to 
seeing the continued growth and success of the company in the 
years ahead
progressing as anticipated so through this year we managed  
to build a very good late stage pipeline to fuel our growth in the 
years ahead
we also added to our expertise in hematology through our 
acquisition of ferrokin and strengthened our regenerative medicine 
pipeline with the acquisition of pervasis bringing us the phase 2 
product in development vascugel 
preparing to launch elvanse across europe
we received approval of elvanse currently marketed in the us as 
vyvanse and we are now preparing for launch in eight european 
markets we already have experience of the adhd market in 
europe through our equasym product and we know that there is 
a patient need for a product with the proﬁle of elvanse the 
launch will be a signiﬁcant milestone in the globalization of our 
major adhd franchise and the company overall it follows our 
successful launch of vyvanse marketed as venvanse in brazil
collaborating for quicker better outcomes
our collaborative culture is a key shire strength we’re moving into 
a world where more people are seeing the beneﬁts of partnerships 
and collaboration with outside agencies companies and 
academia it’s a much better model because it gives you access to 
a wider range of opportunities and skill sets that can enhance the 
solutions we develop for our patients at shire partnering and 
collaborating with third parties has always been a core capability 
and it ﬁts the increasingly changing and dynamic world in 
healthcare where you have to make a lot of quick decisions and 
timeframes tend to be shorter in terms of product development 
and opportunity we have worked with partners from day one it’s 
just more of the same for us we’re building our collaborations with 
academia with institutions with companies that work in the areas 
of expertise that we’re focused on such as rare genetic diseases 
in doing this we are investing in the best ideas
putting patients at the heart of everything we do
over the past few years the world of healthcare has completely 
changed – aligning with our objectives and business model 
markets are much more heterogeneous now and one size does 
not ﬁt all you have to tailor your innovation your capabilities and 
your treatments to suit individual needs this is where our focus of 
putting the patient at the center of everything we do and focusing 
on specialist treated and rare diseases with small patient numbers 
puts us in a strong position it allows us to understand the needs of 
the patients and the relatively small number of physicians who help 
them our relationships with them provide us with real insights into 
how patients live their lives – the challenges they face and how we 
 people
our patients’ health
needs are more tha
provision of a treatm
ﬁnding new holistic
to support patients
their needs at a cos
that society can
reasonably bear
our shared culture  
aspires to be as  
brave as the  
people we help 
h ‘care’ 
an the 
ment it’s 
c solutions 
s and 
st 
aspires to be as
brave as the 
people we help  8 shire plc annual report 2012
our proven business model helps us to 
deliver on our mission of enabling people 
with lifealtering conditions to lead better 
lives through leading the way in our 
chosen specialist areas
we have a balanced 
portfolio of differentiated 
products that have many 
years of growth still ahead 
as well as the potential  
to expand into further 
geographies and markets 
patients are at the heart of our business 
and we are increasingly engaging with a 
broader range of stakeholders to ensure 
that we develop innovative products that 
payors and policymakers around the world 
will welcome as they deliver value to the 
healthcare system
through our deep understanding of 
patients’ needs we develop and provide 
healthcare in the areas of
 behavioral health and  
gastro intestinal conditions
 rare genetic diseases
 regenerative medicine
our business at a glance
specialty 
pharmaceuticals
we focus on smallmolecule medications 
within the therapeutic areas of behavioral 
health where we maintain a leadership 
position and gastro intestinal disease 
among others
human genetic 
therapies
this business is solely focused on 
researching developing and marketing 
novel products and services that 
profoundly enhance the quality of  
life of patients suffering from rare  
genetic diseases 
regenerative  
medicine
a leader in providing regenerative 
medicine solutions for people with life 
altering conditions we aspire to harness 
the power of regenerative medicine to 
address society’s unmet medical needs 
and are focused on developing and 
delivering solutions that support the 
body’s natural healing process
fabry disease
diabetic foot ulcers
hunter syndrome
gaucher disease
hereditary angioedema
ulcerative colitis
ulcerative colitis
chronic constipation
essential thrombocythaemia
ulcerative colitis renal disease
adhd
adhd
adhd
adhd overview
 shire plc annual report 2012  9
 
 
 
lexington 
boston
massachusetts
usa
la jolla 
san diego 
california
usa
são paulo
brazil
nyon 
geneva
switzerland 
dublin
ireland
 
wayne
pennsylvania
usa
basingstoke
uk
where we operate
with major operations in the us uk 
ireland and switzerland and a network of 
ofﬁces and distribution channels 
throughout europe south america 
canada and the paciﬁc rim we employ 
over 5300 people in 29 countries
our people continue to carry forward many 
of the original attributes of the company’s 
founders – opportunistic thinking 
transparent behavior a deep commitment 
to doing what is right and a prevailing 
concern for the patients and caregivers 
served by the company’s well differentiated 
product portfolio
 more online at
 httpar2012shirecom
number of employees by geographic region
1 us 67 
2 uk 10 
3 switzerland 4 
4 ireland 2 
5 all other geographies 17 
1
2
3
4
5
product sales
44bn
people
5300
number of countries
29
net product sales by geographic region
us 67 
europe 22 
latin america 4 
other 7 
1
2
3
4
1 
2 
3 
4  10 shire plc annual report 2012
we are focused on delivering 
demonstrable value   
 
address symptomatic conditions with differentiated 
treatments and services 
we focus on treatments and services for symptomatic conditions in 
areas of high medical need so patients experience a noticeable 
and ongoing improvement in their lives
lead our markets
we operate in specialist therapeutic categories where we believe 
we can lead the way in providing healthcare solutions and make a 
meaningful difference to patients  
research and develop new solutions effectively
we seek to innovate both through our own research and 
development “rd” and through our proven strategy of 
acquisitions and inlicensing our focus is on reaching faster 
decision points and using the best route to develop the specialist 
treatments and services of the future for our patients
commit to continued growth  
our growth fuels the creation of greater value for all our 
stakeholders earnings growth fuels future rd investment higher 
returns to our shareholders fuels further investment in healthcare 
further investment increases opportunities for our employees to 
provide new and better solutions for physicians and their patients
our vision is to imagine and lead the future of 
healthcare for people with lifealtering 
conditions creating value for society we bring 
this vision to life through our strategy and 
business model 
our strategy
our strategy describes how  
we will achieve our vision
deliver demonstrable value
we aim to deliver demonstrable value to all our stakeholders 
patients physicians payors policy makers investors and 
employees
put patients at the heart of everything we do 
we strive to help our patients lead better lives this drives the value 
we deliver to all our stakeholders it’s a selfreinforcing circle of value
our strategy and business model
effective
treatments
and services
better
lives
for
patients
improved public
health and
societal value
superior clinical
evidence and clear
economic beneﬁts
return to
enable further
investment
commitment to
superior treatments
for their patients
brave culture driving
innovation to deliver
value to all overview
 shire plc annual report 2012  11
our business model
we implement our strategy through our 
business model it’s our structure for success 
– culturally operationally in terms of what we 
offer how we organise ourselves where we 
focus our research and development and our 
partnerships
operating through three distinct autonomous businesses
to serve our different core patient groups we have three  
distinct businesses 
 specialty pharmaceuticals “sp”
 human genetic therapies “hgt”
 regenerative medicine “rm”
our businesses each have their own commercial infrastructures 
and dedicated rd and supply chain management
seeking to meet our patients’ needs beyond core treatments
in addition to helping patients by developing products to treat their 
symptoms we also seek to provide complementary help and 
services for example education programs and support for families 
and carers it’s a natural route for us to take in line with our 
commitment to deliver greater value to our patients
sharing our culture of being brave
our culture of being brave is enormously important to us we 
model our culture on the bravery of our patients our employees 
strive to be as brave as the people we help and we believe that 
makes a big difference our employees are valuable to us – they 
make the difference and we take great care in hiring and 
developing them
focusing inhouse on our strengths
we concentrate on what we’re best at shire excels because we 
direct our internal efforts to what we’re good at we outsource 
noncore services and nondifferentiated skills this enables us to 
stay the right size internally and focus on the right things to deliver 
signiﬁcant value 
taking a selective approach to research and development
we balance our investment in rd between early and late stage 
development including leveraging proprietary technology platforms 
we also balance inhouse and outsourced rd 
welcoming and embracing partnerships
from academic institutions to startups to biotech companies and 
charitable organizations – we place great emphasis on working in 
partnership with others talking to and working with those around 
us helps us identify and acquire diverse sources of ideas 
innovations and technologies through partnerships we tap into the 
best of the best and create value together
17
 imagine
the world is changing prov
an opportunity for new idea
approaches and solutions 
in the right way we maintain
up to our role as an industr
but more importantly offer p
medicines and hope of a 
better life
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projects in development 
of which 13 are in 
phase 2 or beyond
viding 
as 
by changing 
n and live 
ry leader 
patients  12 shire plc annual report 2012 12
our research and development pipeline
our approach to research  
and development
the company focuses its development resources on projects 
within its core therapeutic areas of behavioral health 
gastrointestinal human genetic therapies and regenerative 
medicine as well as early development projects in additional 
therapeutic areas 
total rd expenditures of 9655 million 7707 million and 6615 
million were incurred in the years ended december 31 2012 2011 
and 2010 respectively
the world is changing providing an 
opportunity for new ideas approaches 
and solutions by changing in the right way 
we maintain and live up to our role as an 
industry leader but more importantly offer 
patients medicines and hope of a better life
our late stage rd pipeline now holds the prospect of future 
growth from ldx the active ingredient in vyvanse in major 
depressive disorder binge eating disorder and negative symptoms 
of schizophrenia our intrathecal programs are also progressing 
well as we plan the next clinical trials for hunter cns and  
sanﬁlippo a and continue to enrol mld patients into the ongoing 
phase 12 trial a phase 2b study of spd602 our product for 
treatment of iron overload is underway and headline results are 
expected later this year
rd expenditures  
growth in 2012
 
25
 future
we put patients and 
their well being
heart of everyt
we do we cen
our business a
patients served
specialist phys
and will continu
do so
shi shi shi shi shi shi shi shi shi shi s shi shi shi shi shi hi shi shi shi shi shi sh sh sh sh re re re e re re re re re re re re re re re re re r r re r plc plc plc plc plc plc plc plc p p p p an a an an an an an an an an an an annu nua nua nua nua nua a a a a a a a a a a a nua nua a a a a nua a a a a nua a nua a a nua a a a a a a a a a a a a a a a a a a a a a al l r lr lr lr lr lr r lr r l r l r l r l r r r r r l epo epo epo epo epo epo epo epo epo epo epo epo epo epo port rt rt rt rt rt rt rt rt rt t rt r rt 201 201 201 201 2 20 201 201 201 01 201 20 20 2 12 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 c c c c c c c
ts and 
g at the 
thing 
nter 
around 
d by 
sicians 
ue to  overview
 shire plc annual report 2012  13
our pipeline
increasing number of  
promising opportunities
 specialty pharmaceuticals
 human genetic therapies
 regenerative medicine
notes
 lisdexamfetamine dimesylate active ingredient in 
vyvanseelvanse
1  hgt1410 hgt2310 and hgt1110 are currently in 
phase 12 clinical trials
2  currently on clinical hold
3  phase 3 ready
4  application for eu label change filed in  
december 2012
broad portfolio  
of discovery 
and preclinical 
assets from 
internal 
research  
and bd
spd554  
selective  
 2a agonist
hgt2310
hunter cns
1
hgt1410
sanﬁlippo a
1
hgt1110
mld
1
spd557 
m0003 
rgerd
spd602 
ferrokin 
iron overload
hgt4510
dmd
2
srm003
hemodialysis 
access
spd555 
chronic 
constipation
3
us
xagrid
®
essential throm 
bocythaemia
japan
abh001 
eb
intuniv 
adhd 
eu
ldx
mdd
ldx
nss
ldx
bed
intuniv   
adhd
canada
firazyr  
ace inhibitor
induced ae
4
eu
el vanse   
adhd
eu
derma 
graft
®
   
dfu
canada
preclinical and 
discovery phase 1 phase 2 phase 3 registration
approved last 
12 months 14 shire plc annual report 2012
shire measures its performance  
using both ﬁnancial and  
non ﬁnancial key performance  
indicators “kpis”
our key performance indicators
financial kpis
net product sales
revenue growth from net product sales bn
 12
 
40
44
31
2010 2011 2012
 year on year growth in 2012
revenues from net product sales in 2012 were up 12 to 44 billion driven by strong 
growth from vyvanse up 28 to 1030 million vpriv up 20 to 307 million 
intuniv up 29 to 288 million and firazyr up 252 to 116 million 
roic growth
2
adjusted roic 
 9
 
127
138
106
2010 2011 2012
 year on year growth in 2012
adjusted roic grew by 110 basis points in 2012 over 2011 due to higher product 
sales up 12 an improved tax rate and continued operating leverage
2 adjusted roic  see page 129 for deﬁnition
ebitda
1
 growth
ebitda bn
 7
 
15
16
12
2010 2011 2012
 year on year growth in 2012
non gaap ebitda increased by 7 during 2012 as we invested in our promising 
pipeline leading to total operating expenses increasing at a slightly higher rate than 
total revenues research and development expenditure was up 16 particularly due 
to investment in new uses for lisdexamfetamine dimesylate “ldx” and spd602 for 
iron overload the effect of higher research and development expenditure was 
moderated by a lower rate of increase in selling general and administrative 
expenditure up 7
1  ebitda being non gaap operating income before interest tax depreciation and 
amortization is a non gaap measure these non gaap measures are reconciled to 
their us gaap equivalents on pages 130 to 131 overview
 shire plc annual report 2012  15
non financial kpis
strengthening the commercial portfolio
the company’s operating model anticipates growth being 
achieved both organically and through acquisitions to enhance the 
diversity of future growth sources 
achievements against the objective in 2012 included
 approval by the fda of vyvanse for the maintenance treatment 
of attention deﬁcit hyperactivity disorder “adhd” in adults
 a positive outcome from the european decentralised procedure 
for elvanse marketed as vyvanse in the us
 approval of dermagraft in canada for the treatment of 
diabetic foot ulcers
 approval of fosrenol through the european decentralised 
procedure for an oral powder formulation of fosrenol
enhancing organizational effectiveness 
in 2012 shire deﬁned the critical leadership capabilities required to 
fuel the company’s growth and innovation while differentiating shire 
leaders from their competitors with this foundation leaders from 
across the organization were assessed against the capabilities and 
individualized development plans were executed 
shire continued to strengthen the leadership pipeline by 
incorporating the assessment of leadership capabilities into 
selection and promotion practices across the company by 
comparing potential hires against common criteria the company is 
better positioned to ensure the most capable leaders are selected 
expanding the development pipeline portfolio 
the company has successfully completed a range of acquisitions 
licenses and collaborations for various target assets and 
technology platforms which have contributed to the expansion  
and diversiﬁcation of shire’s development pipeline 
transactions completed in 2012 include
 acquisitions ferrokin biosciences inc iron  acitinide 
chelation and substantially all the assets of pervasis 
therapeutics inc arteriovenous access
 licenses us rights to prucalopride marketed in certain 
countries in europe as resolor for the symptomatic treatment 
of chronic constipation certain novel adenosine a2a antagonist 
compounds from heptares therapeutics ltd being considered 
as candidates for central nervous system disorders and 
proteasebased therapies from igan biosciences inc iga 
nethropathy
 collaborations sangamo biosciences inc zinc ﬁnger dna
binding protein technology argenx bv therapeutic antibody 
treatments tigem gene therapy research and boston 
children’s hospital research in rare diseases
additionally shire has initiated a number of studies in its existing 
development pipeline in 2012 including phase 3 programs for  
ldx for the treatment of major depressive disorder binge eating 
disorder and negative symptoms of schizophrenia a phase 3 study 
for dermagraft for the treatment of epidermolysis bullosa and a 
phase 12 study for metachromatic leukodystrophy living up to our responsibilities
we know that putting patients at the heart of 
everything we do in order to enable them to 
lead better lives creates big responsibilities for 
us many of the people who use our treatments 
depend on us not just occasionally or short 
term but for much of the rest of their lives we 
want to live up to our responsibilities by delivering 
signiﬁcant and lasting value to patients the world 
of healthcare and society as a whole 
for us responsibility is about creating a sustainable business with 
a vibrant inventive and ethical culture that will help people lead 
better fuller lives today tomorrow and well into the future 
responsibility runs throughout every aspect of our business and is 
distilled to a simple question we ask ourselves day in day out as we 
work to help patients to lead better lives what is the right thing to do
focusing our responsibilities on 
delivering the greatest value
we focus on responsibility in all aspects of our business talking 
with stakeholders to ﬁnd out what really mattered to them we 
identiﬁed two areas of responsibility that are of greatest importance 
to patients physicians policy makers and payors access to 
medicines and disease awareness 
access to medicines
people rely on our treatments to help them to lead better lives so 
overcoming some of the barriers to accessing these treatments is 
clearly important it involves not just access to existing treatments 
but also creating and making available new treatments that currently 
don’t exist for lifealtering conditions around the world it also covers 
making treatments physically available for patients and of course 
helping patients with affordability issues is another key aspect
our hgt business established a new global access program to 
support patients suffering from rare diseases around the world 
this is part of our ongoing commitment to expand humanitarian 
access to our medicinal products and broaden our philanthropic 
efforts we plan to have a program fully in place in 2013 which will 
provide a valuable resource to patients and their families patient 
advocacy groups and physicians around the world now and into 
the future 
responsibility
society
responsible runs through every
f our business for us it means
ith integrity and courage it boils
wn to answering one simple yet
ndamental question throughout
our business what is the
right thing to do
prioritising ‘access
to medicines’ and
‘disease awareness’
being 
aspect of
acting wi
dow
fun overview
 shire plc annual report 2012  17
fulﬁlling all our responsibilities
while we began to give additional attention to access to medicines 
and disease awareness in 2012 we also continued to focus on and 
fulﬁll our other core responsibilities this was led by our sponsors 
who focus on a dozen areas including the environment our people 
and the community the sponsors are senior leaders in shire with 
crossbusiness understanding who maintain high standards and 
ensure progress across their particular area of responsibility 
staying close to our stakeholders
we recognise the importance of seeking external input from  
key stakeholders such as patients physicians and other key 
stakeholders 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 disclosures philanthropy and 
access to medicines as well as our approach to marketing and 
disease awareness
recognised for our responsibility
we were pleased to be recognised and included again in the 
ftse4good scoring 91 out of 100 in their egs ratings improving 
on our 2011 rating we also received further recognition from the 
united states green building council and the leadership in energy 
and environmental design for 200 shire way our new stateofthe
art lab facility in lexington massachusetts 
sharing and improving
we communicate widely and regularly on responsibility with all our 
stakeholders through our biannual publication our intranet our 
newsletter and on our website wwwshirecom we’re always 
interested to hear feedback and suggestions on how we can be an 
even more responsible organisation 
 
 more online at
 wwwshirecomcr
this global charitable access initiative includes partnering with 
international humanitarian aid organizations such as americares 
to deliver donated medicines building local medical capacity 
through clinical training and supporting awareness and advocacy 
efforts independent medical expert committees “mecs” are 
being established to review all requests for charitable access the 
mec structure is an important part of our commitment to provide 
charitable access as fairly as possible for patients in need around 
the world
disease awareness
disease awareness is about helping to make sure the conditions 
our products treat are properly understood for many people 
particularly those with rare conditions or a condition like adhd 
which is often misunderstood creating factbased and evidence
based understanding and awareness is key to enabling proper 
diagnosis and treatment we aim to share our expertise and 
provide balanced reliable and scientiﬁcally sound information to 
help improve understanding and appreciation of difﬁcult and 
lifealtering conditions we do this in a variety of ways for example 
by sponsoring new research and conducting educational work with 
doctors patients and policy makers
our rm business has set up heal2gether – a free community 
health education program dedicated to raising awareness in the us 
of the importance of proactively treating diabetic foot ulcers 
“dfus” if left untreated dfus which affect about 25 of people 
with diabetes may not heal and may lead to serious complications  
as a result it is critical for anyone with a dfu to seek treatment 
immediately from a wound care specialist the goal of heal2gether 
is to provide patients and healthcare providers with the resources 
they need to understand what dfus are why patients need to take 
special care of their feet how to identify early warning signs and 
how to prevent them in the future 
our sp business has launched the adhd shared focus program 
to provide nonprescribing behavioral health professionals with 
insights and materials to improve their own psychology and 
counseling practices and help the patients and families they see 
the program provides educational resources that focus on the 
needs of different patients bearing in mind the various literacy skills 
of the children teens adults and caregivers who are affected by 
adhd
from our hgt business we are providing ﬁnancial and logistical 
support to positive exposure an organization set up to support 
and promote human dignity through a photographic data bank and 
video interviews of people living with genetic conditions our 
support is helping positive exposure to create “hunter in focus” – a 
nonbranded global disease awareness program that captures on 
camera the beauty of people with hunter syndrome
organizing for greatest effect
we have more than a dozen sponsors in 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 rd human resources 
environment health  safety compliance and risk management 
facilities corporate communications and community relations in 
2012 we created two working groups for each of our two key areas 
of focus made up of senior people from across all three of our 
businesses we also established a new responsibility steering and 
communications group “rcsg” which facilitates the working 
groups sponsors and communications our approach is 
championed by our ceo supported by the leadership team  
and endorsed by our board
more online at
www shire comcr 18 shire plc annual report 2012
risks and uncertainties
principal risks and uncertainties
the group has adopted a risk management 
strategy designed to identify assess and 
manage the signiﬁcant risks that it faces while 
the group aims to identify and manage such 
risks no risk management strategy can provide 
absolute assurance against loss 
mitigation of principal risks 
the management and mitigation of risks are a key focus for the 
group the group has established a risk council which is 
supported by the global compliance and risk management 
“gcrm” department to oversee the management and mitigation 
of the principal risks faced by the group as set out below 
risk council
the risk council is charged with overseeing the group’s risk 
management process and activities chaired by the chief 
compliance and risk ofﬁcer the risk council’s membership 
includes senior members of the group’s business units and 
corporate functions in addition to the head of internal audit each 
business unit and corporate function is required to periodically 
review the signiﬁcant risks facing their business or function and are 
provided with a framework to use in their review this review which 
occurs biannually includes identifying operational risks compliance 
risks and risks to the achievement of goals and objectives the 
risk council ensures that there is an owner who is responsible for 
the management or mitigation of each identiﬁed risk material risks 
and associated mitigation plans are recorded on a corporate risk 
schedule for ongoing review and assessment by the risk council 
the risk schedule is also reviewed and validated by the leadership 
team in addition the risk schedule is reviewed biannually by the 
audit compliance and risk “acr” committee and annually by 
the board
risk management internal governance 
framework
board
established a risk governance framework  
and ensures the acr committee has  
the resources to fulﬁll its role
the audit compliance  risk committee
monitors the effectiveness of the risk 
management process and the internal control 
structure
the leadership team “lt”
ensures that an effective risk management 
process and a robust internal control structure 
are implemented
business units  corporate functions
implement a risk management process  
and establish internal controls within their 
respective organizations
global compliance   
risk managementrisk council
facilitates and supports the enterprise risk 
management process
internal audit  other assurance functions
provides an independent assurance to the  
lt and acr committees that the risk 
management and internal control environment  
is operating effectively overview
 shire plc annual report 2012  19
 if the company’s products are subject to more stringent 
government regulation than competitor products 
 loss of patent protection or other forms of exclusivity or the 
ability of competitors to challenge or circumvent patents or other 
forms of exclusivity see note 18 commitments and 
contingencies
 if planned geographical expansion into new markets is not 
successful 
 if the sizes of the patient populations for the company’s products 
are less than expected or
 if there are lawsuits ﬁled against the company including but not 
limited to product liability claims consumer law claims and 
payor or reimbursement litigation
if the company is unable to commercialize its products 
successfully there may be a material adverse effect on the 
company’s revenues ﬁnancial condition or results of operations
revenues from adderall xr are subject to generic erosion 
during 2012 the fda clariﬁed the regulatory pathway required for 
approval of generic versions of adderall xr and in june 2012 
actavis received approval to launch its own generic version of 
adderall xr shire sells authorized generic versions of 
adderall xr to teva and impax and also continues to sell the 
branded version of adderall xr 
revenues from adderall xr have declined as a result of these 
developments and could decline further if
 generic or authorized generic versions of adderall xr capture 
more of shire’s branded market share
 the fda approves additional andas for generic versions of 
adderall xr which could further reduce branded market 
share 
 the production of adderall xr is disrupted by difﬁculties in 
obtaining a sufﬁcient supply of amphetamine salts including but 
not limited to an inability to obtain sufﬁcient quota from the dea
 there are changes in reimbursement policies of third party 
payors or 
 there are changes to the level of sales deductions for adderall 
xr for private or public payors
the failure to obtain and maintain reimbursement or an 
adequate level of reimbursement by third party payors in a 
timely manner for the company’s products may impact future 
revenues and earnings
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 ﬁnancial condition and results of operations 
in addition the reimbursement of treatments by health care 
providers private health insurers and other organizations such as 
healthmaintenance 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
the market for the company’s products could be signiﬁcantly 
inﬂuenced by the following which could result in lower prices for 
the company’s products andor a reduced demand for the 
company’s products
 higher levels of controls on the use of the company’s products 
andor requirements for additional price concessions 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 or
gcrm
the risk council is assisted by the gcrm department which is 
responsible for supporting the development and implementation of 
practices that facilitate employees’ compliance with laws and 
company policy the gcrm department provides assistance to 
help employees meet high ethical standards and comply with 
applicable laws and regulations 
the principal focus of shire’s compliance effort is to prevent and 
detect misconduct or noncompliance with laws or regulations 
through the promotion of ethical behavior policy development 
appropriate training monitoring and audit shire employees are 
encouraged to seek help and to report suspected cases of 
misconduct and to do so without fear of retaliation employees can 
report suspected cases of misconduct to management or through 
the conﬁdential reporting lines managed by the gcrm department 
concerns and allegations are fairly and independently investigated 
and appropriate disciplinary action is taken if warranted 
the gcrm department is managed by the chief compliance and 
risk ofﬁcer who reports directly to the ceo the chief 
compliance and risk ofﬁcer chairs the risk council and regularly 
provides summary reports on the risk council and compliance 
activities to the acr committee the chief compliance and risk 
ofﬁcer has access at all times to the chairman of the acr 
committee which provides a mechanism for bypassing the 
executive management should the need ever arise 
set out below are the group’s key risk factors that have been 
identiﬁed through the group’s approach to risk management 
some of these risk factors are speciﬁc to the group and others are 
more generally applicable to the pharmaceutical industry or speciﬁc 
markets in which the group operates the group considers 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 and the time taken to 
obtain them the scope of marketing approvals as reﬂected in the 
product’s label approval of reimbursement at commercially 
sustainable prices in those countries where price and reimbursement 
is negotiated and safety efﬁcacy convenience and cost
effectiveness of the product as compared to competitive products
the company’s revenues ﬁnancial 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 signiﬁcantly 
 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 the physician’s 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 or if 
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 payors or physicians favor other treatments over the 
company’s products 20 shire plc annual report 2012
risks and uncertainties
the development approval and manufacturing of the 
company’s products is subject to extensive oversight by 
various regulatory agencies
pharmaceutical and device manufacturing sites must be inspected 
and approved by regulatory agencies such as the fda active 
ingredients excipients and packaging materials used in the 
manufacturing process must be obtained from sources approved 
by regulatory agencies
the development and approval of the company’s products 
depends 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 signiﬁcant 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 
which could delay the manufacturing process 
us based manufacturers must be registered with the dea and 
similar regulatory authorities 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 
sufﬁcient to meet commercial demand 
the company manufactures vpriv elaprase replagal and 
dermagraft using complex biological processes the 
complexity of the manufacturing results in a number of risks 
including the risk of viral or other contamination 
regulatory approvals or interventions associated with changes to 
manufacturing sites ingredients or manufacturing processes could 
lead to signiﬁcant 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 ﬁnancial condition and results of 
operations
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 impact 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 2012 for example 50 
of the company’s product sales were attributable to three 
customers in the us mckesson corp cardinal health inc and 
amerisourcebergen corp in the event of ﬁnancial failure of any of 
these customers there could be a material adverse effect on the 
company’s revenues ﬁnancial condition or results of operations 
the company’s revenues ﬁnancial condition or results of 
operations could also be affected by ﬂuctuations in customer 
buying or distribution patterns these ﬂuctuations may result from 
seasonality pricing wholesaler inventory objectives or other 
factors a signiﬁcant portion of the company’s revenues for certain 
products for treatment of rare genetic diseases are concentrated 
with a small number of customers changes in the buying patterns 
of those customers may have an adverse effect on the company’s 
revenues ﬁnancial condition or results of operations
 price controls unsuccessful government tenders or non
reimbursement of new medicines or new indications for  
which the health economic ie costbeneﬁt rationales are not  
well established
the cost of treatment for some of the company’s products is high 
in particular replagal elaprase and vpriv which are used for 
the treatment of certain rare genetic diseases the company may 
encounter difﬁculty 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 ﬁnancial 
condition or results of operations
the company relies on a single source for manufacture  
of certain of its products a disruption to the supply chain  
for these 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 
the company sources some products from third party contract 
manufacturers and for certain products has its own manufacturing 
capability although the company dualsources certain key 
products andor active ingredients the company currently relies on 
a single source for production of the ﬁnal drug product for each of 
adderall xr firazyr fosrenol intuniv lialda 
pentasa resolor and vpriv in the us relies on a single 
active ingredient source for each of elaprase firazyr 
fosrenol intuniv replagal resolor and vpriv in the 
us and relies on a single source for certain serum reagents the 
mesh framework and the manifold used in the manufacture of 
dermagraft 
the company uses third party manufacturers to manufacture 
many of its products and is reliant upon third party contractors 
for certain goods and services any inability of these third 
party manufacturers to manufacture products or any failure  
of these third party contractors to provide these goods and 
services in each case in accordance with its respective 
contractual obligations could adversely affect the company’s 
ability to manage its manufacturing processes or to operate  
its business
the company may experience supply failures or delays beyond its 
control 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 third party 
supply failures could lead to signiﬁcant 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 ﬁnancial 
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 
operate its business if the third party does not provide the  
goods or services on the agreed basis and within the speciﬁed 
timeframe the company may not be able to continue the 
development or commercialization of its products as planned  
or on a commercial basis overview
 shire plc annual report 2012  21
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 ﬁnancial 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 continued 
instability of the eurozone 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 also reduce the level of reimbursement that 
governments are willing and able to provide to the company for its 
products and as a result adversely affect the company’s 
revenues ﬁnancial condition or results of operations
any slowing economic environment may also lead to ﬁnancial 
difﬁculties for some of the company’s signiﬁcant customers in 
such situations the company could experience delays in payment 
or nonpayment of amounts owed which may result in a rising level 
of contractual defaults by its contractual counterparties 
the company does business both directly with government 
hospitals clinics pharmacies and other agencies and indirectly 
through wholesalers and distributors with a number of eurozone 
governments including the governments of greece ireland italy 
portugal and spain these and other countries have experienced 
and may continue to experience declines in their creditworthiness 
these events could in turn result in these countries making 
signiﬁcant cuts to their public spending including national 
healthcare budgets in an attempt to manage their budget deﬁcits 
or could result in a greater risk of default or nonpayment of 
outstanding payment obligations any of which could adversely 
affect the company’s revenues ﬁnancial condition or results of 
operations
in addition there are concerns for the overall stability and suitability 
of the euro as a single currency given the economic and political 
challenges facing individual eurozone countries continuing 
deterioration in the creditworthiness of eurozone countries the 
withdrawal of one or more member countries from the eu or the 
failure of the euro as a common european currency could 
adversely effect the company’s revenues ﬁnancial 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 the distraction of senior management 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 federal laws relating to the 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 ofﬁcials 
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 conduct any inquiries or investigations into 
the operations of or enforcement or other regulatory action 
against the company by such authorities could result in signiﬁcant 
defense costs ﬁnes 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 company is subject to certain ongoing investigations by 
governmental agencies for further information see note 18 
commitments and contingencies 
adverse outcomes in legal matters and other disputes 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 
employment claims and disputes intellectual property claims and 
disputes contract claims and disputes product liability claims and 
disputes regulatory litigation and tax 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 proﬁtability of existing products subject the 
company to signiﬁcant defence costs ﬁnes penalties audit 
ﬁndings 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 ﬁnancial condition or results of  
operations for further information see note 18 commitments  
and contingencies 22 shire plc annual report 2012
risks and uncertainties
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 and 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 
ﬁnancial difﬁculties 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 signiﬁcant extent 
upon its ability to develop inlicense or acquire new products or 
compounds or to acquire other businesses the expected beneﬁts 
from acquired products compounds or businesses may not be 
realized or may require signiﬁcantly greater resources and 
expenditure than originally anticipated the failure to realize 
expected beneﬁts from acquisitions of businesses or products 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 ﬁnancial 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 trade marks 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 
ﬁnancial condition or results of operations
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 sufﬁciently 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 introduction of new products by competitors may impact 
future revenues
the markets in which the company operates are highly 
competitive many of the company’s competitors are large well 
known pharmaceutical biotechnology chemical and healthcare 
companies with considerable resources companies with more 
resources and larger rd expenditures have a greater ability to 
fund clinical trials and other development work necessary for 
regulatory applications they may also be more successful than the 
company in acquiring or licensing new products for development 
and commercialization if any product that competes with one of 
the company’s principal drugs is approved the company’s sales 
of that drug could be negatively impacted
the pharmaceutical biotechnology and device industries are also 
characterized by continuous product development and 
technological change the company’s products could therefore 
be rendered obsolete or uneconomic through the development of 
new products new methods of treatment or technological 
advances in manufacturing or production by its competitors which 
may impact future revenues
the successful development of products is highly uncertain 
and requires signiﬁcant expenditures and time
products that 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 
efﬁcacy
 delays may be caused by slow enrolment 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 stafﬁng or resource 
limitations analysis of or changes to study design unexpected 
safety efﬁcacy 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
 the product may fail to receive necessary regulatory approvals
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 ﬁnal decision by a regulatory authority varies 
signiﬁcantly and may be difﬁcult to predict if the company’s 
largescale or late stage clinical trials for a product are not 
successful the company will not recover its substantial 
investments in that product 
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 notiﬁcations 
to physicians or product recalls or withdrawals  overview
 shire plc annual report 2012  23
if a marketed product fails to work effectively or causes 
adverse sideeffects this could result in damage to the 
company’s reputation the withdrawal of the product and legal 
action against the company
unanticipated sideeffects 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 
sufﬁcient ﬁnancial 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 difﬁcult 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
loss of highly qualiﬁed personnel could cause the company 
subsequent ﬁnancial loss
the company faces competition for highly qualiﬁed personnel from 
other companies academic institutions government entities and 
other organizations it may not be able to successfully attract and 
retain such personnel the company has agreements with a 
number of its key personnel for periods of one year or less the 
loss of such personnel or the inability to attract and retain the 
additional highly skilled employees required for its activities could 
have an adverse effect on the company’s business
the company also relies on trade secrets and other unpatented 
proprietary information which it generally seeks to protect by 
conﬁdentiality and nondisclosure agreements with its employees 
consultants advisors and partners these agreements may not 
effectively prevent disclosure of conﬁdential information and may 
not provide the company with an adequate remedy in the event of 
unauthorized disclosure in addition if the company’s employees 
scientiﬁc 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 ﬁled applications to register various trade marks 
for use in connection with its products in various countries and 
also with respect to certain products relies on the trade marks  
of third parties these trade marks may not afford adequate 
protection or the company or the third parties may not have  
the ﬁnancial resources to enforce their rights under these trade 
marks which may enable others to use the trade marks and  
dilute their value
in the regular course of business the company is party to litigation 
or other proceedings relating to intellectual property rights see 
note 18 commitments and contingencies for details of current 
patent litigation 24 shire plc annual report 2012
another strong year for shire with  
12 growth in product sales and  
14 growth in non gaap earnings  
which have driven particularly strong  
cash generation
financial review
overview
shire is a leading specialty biopharmaceutical company that 
focuses on meeting the needs of the specialist physician the 
company has grown through acquisition completing a series of 
major transactions that have brought therapeutic geographic and 
pipeline growth and diversiﬁcation the company will continue to 
evaluate companies products and pipeline opportunities that offer 
a good strategic ﬁt and have the potential to deliver demonstrable 
value to all of the company’s stakeholders patients physicians 
policy makers payors investors and employees 
substantially all of the company’s revenues expenditures and  
net assets are attributable to the rd manufacture sale and 
distribution of pharmaceutical products within three reportable 
segments sp  hgt and rm the company also earns royalties 
where shire has outlicensed products to third parties which are 
recorded as revenues 
revenues are derived primarily from two sources – sales of the 
company’s own products and royalties 
 94 2011 93 of total revenues are derived from product 
sales of which 64 2011 66 are within sp  32 2011 31 
are within hgt and 4 2011 3 are within rm and
 5 of total revenues are derived from royalties 2011 6 
the markets in which the company conducts its business are 
highly competitive and highly regulated
there is increasing legislation both in the us and the rest of the 
world which is placing downward pressure on the net pricing of 
pharmaceutical products and medical devices for example the  
us government passed healthcare reform legislation in 2010 which 
included an increase in medicaid rebate rates and extended 
medicaid rebates to those products provided through medicaid 
managed care organizations the legislation also imposed excise 
fees to be paid by both pharmaceutical manufacturers from 2011 
and medical device companies from 2013 the impact of these 
recent changes to us healthcare legislation and other healthcare 
reforms in the rest of the world has not to date had a material 
impact on the company’s results of operations 
graham hetherington 
chief financial ofﬁcer review of our business
 shire plc annual report 2012  25
the healthcare industry is also experiencing
 pressure from governments and healthcare providers to keep 
prices low while increasing access to drugs
 increasing challenges from third party payors for products  
to have demonstrable clinical beneﬁt 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 industry
wide competitive pressures this strategy has resulted in a series of 
initiatives in the following areas
markets
historically shire’s portfolio of approved products has been heavily 
weighted towards the north american market the acquisition in 
2005 of tkt and the consequent establishment of the company’s 
hgt business together with the acquisitions of new river 
pharmaceuticals in 2007 which brought full rights to adhd 
product vyvanse jerini ag “jerini” in 2008 which brought the 
hae product firazyr equasym in 2009 which facilitated 
shire’s immediate access to the european adhd market and 
movetis nv “movetis” in 2010 which brought eu rights to 
resolor the acquisition of abh in 2011 which subsequently 
became rm and ferrokin biosciences in 2012 which brought a 
new hematology drug to the sp portfolio provided shire with 
platforms to increase its presence in europe and the rest of the 
world “row” thereby working towards diversifying the risk 
associated with reliance on one geographic market in 2012 the sp 
and hgt businesses derived 15 and 75 respectively of their 
product sales from outside of the us currently all rm product 
sales are generated in the us shire has ongoing commercialization 
and late stage development activities which are expected to 
further supplement the diversiﬁcation of revenues in the future 
including the following
 continued launch of vyvanse in brazil marketed as venvanse 
and the potential approval and launch of vyvanse in mexico
 approval of elvansetyvense in certain countries in the eu 
for treatment of adhd in children
 ﬁling in 2012 of an application to expand the label of firazyr in 
the eu to include the treatment of attacks of aceinhibitor 
induced angioedema
 ﬁling in 2012 of an application in europe for the vpriv label to be 
updated with data regarding the impact of vpriv on certain 
parameters of bone disease in type 1 gaucher patients
 intuniv phase 3 clinical program to support submission of an 
maa in the eu and
 continued rollout of dfu in canada and resolor in the eu
rd
over the last ﬁve years shire has focused its rd efforts on 
products in its core therapeutic areas and concentrated its 
resources on obtaining regulatory approval for later stage pipeline 
products within these core therapeutic areas in addition to 
continued efforts in its late stage pipeline for the adhd gi hgt 
and rm therapeutic areas shire has also progressed work on an 
earlier stage pipeline
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 ﬁve years in this time several 
products have received regulatory approval including in the us 
intuniv in 2009 vpriv in 2010 and firazyr in 2011 in the eu 
vpriv in 2010 and elvansetyvense in 2012 in canada 
vyvanse in 2010 and dermagraft in 2012
shire’s strategy is focused on the development of product 
candidates that have a lower risk proﬁle as shire further expanded 
its earlier phase pipeline rd costs in 2012 included expenditure 
on several preclinical to phase 3 studies for products in development 
as well as phase 3b and phase 4 studies to support recently 
launched products in the sp and hgt businesses together  
with the development of new projects in the sp  hgt and  
rm businesses 
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 ﬁnancial 
condition and results of operations as generic 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 they are generally 
able to sell 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 period prior to the authorized generic launch in june 2012 the 
fda reached a decision on the citizen petition for adderall xr 
which was ﬁled in october 2005 the fda also approved an anda 
for a generic version of adderall xr sales of axr decreased in 
2012 due to the launch of a new generic product
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
shire is engaged in various legal proceedings with generic 
manufacturers with respect to its vyvanse intuniv fosrenol 
lialda and adderall xr patents for more detail of current 
patent litigation see note 18 commitments and contingencies 26 shire plc annual report 2012
financial review
business development
shire seeks to focus its business development activity on the 
acquisition and inlicensing of products which offer a good 
strategic ﬁt and have the potential to deliver demonstrable value to 
all of the company’s stakeholders 
recent mergers or acquisitions
in 2012 shire acquired ferrokin biosciences inc which added  
spd602 to the sp business unit sdp602 is in phase 2 for 
treatment of iron overload following numerous blood transfusions
through the acquisition of abh in 2011 shire obtained 
dermagraft which is currently marketed in the us for the 
treatment of dfu and established the rm business unit in 2012 
shire acquired substantially all the assets and certain liabilities of 
pervasis therapeutics inc which added vascugel now 
srm003 to the rm business unit srm003 is in phase 2 
development for acute vascular repair
through the acquisition of movetis in 2010 shire obtained 
resolor which is approved for the treatment of chronic 
constipation in women in the eu and switzerland in addition in 
2012 shire acquired the rights to market resolor in the us
collaboration and licensing activity
shire has also entered into a number of collaboration and license 
agreements including
 a collaboration and license agreement with sangamo to develop 
therapeutics for hemophilia and other monogenic diseases 
based on sangamo’s zfp technology in 2012
 an exclusive license in markets outside of north america for the 
actriib class of molecules being developed by acceleron in 
2010 the collaboration with acceleron will initially focus on 
further developing hgt4510 also called ace031 for the 
treatment of patients with dmd
 a worldwide exclusive license from igan biosciences inc 
“igan” to develop and commercialize proteasebased 
therapeutics for the treatment of iga nephropathy a rare  
kidney disease
 shionogi codevelopment and cocommercialization agreement 
for vyvanse and intuniv in japan
organization and structure 
shire’s internal ﬁnancial reporting is in line with its business unit and 
management reporting structure the company has three 
business units and three reporting segments sp  hgt and rm 
during 2010 to support the company’s geographical expansion 
and diversiﬁcation shire established an international commercial 
hub in switzerland 
on january 23 2013 shire announced that it had decided to 
proceed with a collective dismissal and business closure at its site 
in turnhout belgium this decision follows the conclusion of an 
information and consultation process shire will continue to sell 
resolor in europe and the supply of resolor for patients in 
europe who rely on the medicine will not be affected the collective 
dismissal and business closure of the turnhout site is not expected 
to have a material impact on the company’s consolidated ﬁnancial 
position and results of operations in future periods
results of operations for the years to 
december 31 2012 
financial highlights for the year to december 31 2012 are as 
follows
 product sales in 2012 were up 12 to 4407 million 2011 
3950 million on a constant exchange rate “cer”
1
 basis 
which is a non gaap measure product sales were up 13
 product sales excluding adderall xr grew strongly and were 
up 16 particularly driven by growth from vyvanse up 28 to 
1030 million vpriv up 20 to 307 million intuniv up 29 
to 288 million and firazyr up 252 to 116 million
 adderall xr product sales were down 19 to 429 million 
primarily due to lower prescription volumes following the approval 
of a new generic version of adderall xr in the second quarter 
of 2012 reported product sales were also impacted by the 
accounting for the settlement of the impax laboratories inc 
“impax” litigation see note 18 commitments and contingencies 
for further details
 total revenues increased by 10 up 12 on a non gaap cer 
basis as the growth in product sales was partially offset by lower 
royalties and other revenues down 12 primarily adderall 
xr royalties following the launch of a new generic competitor in 
the second quarter of 2012 the decline in adderall xr 
royalties was partially offset by the recognition of onetime royalty 
income of 38 million following resolution of a disagreement with 
gsk and viiv relating to royalty payments for 3tc and zeffix 
 operating income in 2012 was down 14 to 949 million 2011 
1109 million primarily resulting from charges to impair 
intangible assets for resolor in the eu 198 million the 
impairments were due to lower actual and projected 
performance for the product given the increasingly challenging 
european reimbursement environment operating income in 
2012 was also impacted by a charge of 58 million in relation to 
the agreement in principle with the us government to resolve a 
previously disclosed civil investigation further information about 
litigation proceedings can be found in note 18 commitments 
and contingencies excluding these charges operating income in 
2012 was up by 9
 diluted earnings per ordinary share decreased by 13 to 131 
2011 151 primarily due to the lower operating income partially 
offset by a lower effective tax rate of 18 2011 21 
1 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 non gaap ﬁnancial measure “non gaap cer” computed by comparing 
2012 product sales and revenues restated using 2011 average foreign exchange 
rates to 2011 actual product sales and revenues this non gaap ﬁnancial 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 2012 were 159£100 and 
129€100 2011 160£100 and 139€100 review of our business
 shire plc annual report 2012  27
total revenues
the following table provides an analysis of the company’s total revenues by source
year to december 31 2012 ’m 2011 ’m change 
product sales 44067 39502 12
royalties 2416 2835 15
other revenues 329 297 11
total 46812 42634 10
product sales
year to 
december 31 
2012 
’m
year to 
december 31 
2011 
’m
product sales 
growth 

non gaap 
cer
growth
 
us prescription
growth
1
 
 
exit market 
share
1
 

sp
behavioral health
vyvanse 10298 8050 28 28 17 17 
adderall xr 4290 5328 19 19 11 5 
intuniv 2878 2230 29 29 34 5 
equasym 292 199 47 53 na
2
 na
2
 
gi
lialda  mezavant 3999 3721 7 8 5 22 
pentasa 2658 2514 6 6 5 14 
resolor 118 61 93 na na
3
 na
3
  
general products
fosrenol 1720 1669 3 6 19 4 
xagrid 972 906 7 14 na
2
 na
2
 
other product sales 1124 1478 24 23 na na
28349 26156 8 
hgt
elaprase 4976 4649 7 11 na
3
  na
3
  
replagal 4975 4752 5 10 na
2
 na
2 
vpriv 3066 2562 20 23 na
2
 na
2
 
firazyr 1163 330 252 258 na
2 
na
2
 
14180 12293 15 
rm
dermagraft 1538 1053 46 46
4
 na
2 
na
2
 
total 44067 39502 12 
1  data provided by ims exit market share represents the average us market share in the month ended december 31 2012
2  ims npa data not available
3 not sold in the us in the year to december 31 2012
4 dermagraft was acquired by shire on june 28 2011 sales growth above reﬂects full year 2012 sales compared to post acquisition sales for 2011 28 shire plc annual report 2012
financial review
specialty pharmaceuticals
vyvanse – adhd
vyvanse product sales grew strongly 28 in 2012 as a result of 
higher prescription demand due to growth in us adhd market 
9 and vyvanse’s share of that market and as a result of a 
price increase taken in 2012 these positive factors together with 
lower sales deductions in 2012 more than offset the effect of 
higher retailer destocking in 2012 compared to 2011 and some 
shipment slippage at the end of the fourth quarter
litigation proceedings regarding vyvanse are ongoing further 
information about this litigation can be found in note 18 
commitments and contingencies
adderall xr – adhd
adderall xr product sales decreased 19 in 2012 as a result 
of lower us prescription demand following the introduction of a 
new generic competitor and the impact of the accounting for the 
legal settlement with impax which reduced reported product sales 
by 42 million in 2012 in addition to the effect of product 
destocking in 2012 compared to stocking in 2011 and higher sales 
deductions these negative factors were partially offset by the 
beneﬁt of a price increase taken during 2012
on february 7  2013 shire and impax settled all litigation relating to 
shire’s contract to supply impax with authorized generic 
adderall xr under the terms of the settlement shire will make 
a onetime cash payment to impax of 48 million which has been 
recorded as a liability at december 31 2012 in accordance with 
us gaap  as this represents a payment to a customer the amount 
has been recorded in the income statement as a reduction in 
reported adderall xr product sales and royalties 42 million 
and 6 million respectively in 2012 
further information about litigation proceedings regarding 
adderall xr and the impax settlement can be found in note 18 
commitments and contingencies
intuniv – adhd
intuniv product sales were up 29 compared to 2011 primarily 
driven by strong growth in us prescription demand up 34 
compared to 2011 together with price increases taken during 
2012 these positive factors were partially offset by lower stocking 
in 2012 and higher sales deductions in 2012 compared to 2011
litigation proceedings relating to the company’s intuniv patents 
are in progress for further information see note 18 commitments 
and contingencies
lialdamezavant – ulcerative colitis
the growth in product sales for lialdamezavant 7 in 2012 
was primarily driven by higher market share in the us and a price 
increase taken since the fourth quarter of 2011 the effects of which 
were partially offset by product destocking in 2012 compared to a 
small amount of product stocking in 2011 and higher sales 
deductions in 2012 growth in us net product sales was partially 
offset by the impact of lower priced imports into certain european 
markets 
litigation proceedings regarding lialdamezavant are ongoing 
further information about this litigation can be found in note 18 
commitments and contingencies
pentasa – ulcerative colitis
pentasa product sales were up 6 as the beneﬁt of price 
increases was partially offset by lower prescription demand a small 
amount of destocking in 2012 and higher sales deductions as 
compared to 2011
fosrenol – hyperphosphatemia
product sales of fosrenol in the us increased 3 due to the 
effect of price increases in 2012 and lower sales deductions 
compared to 2011 which more than offset the decline in 
prescription demand product sales of fosrenol outside the us 
decreased marginally primarily because of the impact of 
unfavorable foreign exchange
litigation proceedings regarding shire’s fosrenol patents are 
ongoing further information about this litigation can be found in 
note 18 commitments and contingencies
human genetic therapies
elaprase – hunter syndrome
reported elaprase sales growth 7 was driven by an increase 
in the number of patients on therapy on a non gaap cer basis 
elaprase sales grew by 11 as reported sales were held back 
by unfavorable foreign exchange amounting to approximately 20 
million primarily due to weaker european currencies in 2012 
compared to 2011 the increase in elaprase sales between the 
third quarter and fourth quarter of 2012 was partly driven by the 
timing of certain large orders from markets which order less 
frequently
replagal – fabry disease
reported replagal sales growth 5 was driven by an increase 
in the number of patients on therapy on a non gaap cer basis 
replagal sales grew by 10 as reported sales were impacted 
by unfavorable foreign exchange amounting to approximately 26 
million primarily due to weaker european currencies in 2012 
compared to 2011 the reduction in replagal sales between the 
third and fourth quarter of 2012 was partly driven by the timing of 
certain large orders from markets which order less frequently 
litigation proceedings regarding replagal are ongoing further 
information about this litigation can be found in note 18 
commitments and contingencies
vpriv – gaucher disease
reported vpriv sales growth 20 was driven by an increase in 
the number of patients on therapy on a non gaap cer basis 
vpriv sales increased by 23 as reported sales were also held 
back by unfavorable foreign exchange amounting to approximately 
8 million
firazyr – hae
reported firazyr sales growth 252 was driven largely by the 
ﬁrst full year of sales in the us market following launch of firazyr 
in the market in fourth quarter of 2011
regenerative medicine
dermagraft – dfu
dermagraft product sales were up 46
1
 compared to sales 
reported by shire subsequent to acquisition in 2011 on a full year 
basis sales for dermagraft were down 21 reﬂecting the 
impact of an ongoing restructuring of the rm sales and marketing 
organization and the implementation of a new commercial model 
all of which is expected to position dermagraft for future sales 
growth
1 shire acquired dermagraft through its acquisition of abh on june 28 2011 and 
reported revenues from dermagraft of 1053m relating to the post acquisition 
period in 2011 review of our business
 shire plc annual report 2012  29
royalties
year to 
december 31 
2012 ’m
year to 
december 31 
2011 ’m change 
3tc and zeffix 916 827 11
adderall xr 703 1071 34
fosrenol 533 465 15
other 264 472 44
total 2416 2835 15
royalties from 3tc and zeffix include onetime royalty income of 
38 million in respect of prior periods due to resolution of the 
disagreement between shire gsk and viiv as to how the royalty 
rate for these products should be applied this onetime income 
more than offset the underlying decline in 3tc and zeffix royalties 
as a result of increased competition and the expiry of patents in 
certain territories in 2012
royalties from adderall xr in 2012 were signiﬁcantly 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 in late second quarter of 2012
fosrenol royalties increased primarily due to higher royalties 
received on sales in japan
other royalties decreased primarily due to increased generic 
competition
cost of product sales 
cost of product sales increased to 6454 million for the year to 
december 31 2012 15 of product sales up from 5881 million 
in the corresponding period in 2011 2011 15 of product sales 
the costs of product sales as a percentage of product sales 
remained constant as the impact of lower gross margins in 2012 
was offset by the fair value adjustment relating to dermagraft 
inventories and costs incurred on the transfer of manufacturing 
from owings mills in 2011 which were not repeated in 2012 
for the year to december 31 2012 cost of product sales included 
depreciation of 315 million 2011 398 million and amortization 
of 07 million 2011 17 million 
rd 
rd expenditure increased to 9655 million for the year to 
december 31 2012 22 of product sales compared to 7707 
million in the corresponding period in 2011 20 of product sales 
in the year to december 31 2012 rd included upfront payment 
of 130 million to sangamo 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 2011 160 million excluding these 
costs rd increased by 1006 million or 20 in the year to 
december 31 2012 due to the company’s continued investment in 
a number of targeted rd programs particularly new uses of ldx 
and recently acquired assets including spd602 for iron overload 
acquired with ferrokin rd in 2012 also included a full year of 
abh’s rd costs abh was acquired in late june 2011 
rd in the year to december 31 2012 included depreciation of 
225 million 2011 252 million 
sga 
sga expenditure increased to 21140 million 48 of product 
sales for the year to december 31 2012 from 17514 million 44 
of product sales in the corresponding period in 2011 in the year to 
december 31 2012 sga increased by 3626 million or 21 as 
2012 included higher intangible asset amortization the impact of 
impairment charges and higher legal and litigation costs which 
included a charge of 57 5 million in relation to the agreement in 
principle with the us government and settling the litigation related 
to the termination of copromotion agreement for vyvanse
impairment charges of 1267 million relate to resolor intangible 
assets as the actual and projected performance for resolor has 
been adversely affected by the challenging european 
reimbursement environment shire has evaluated alternative sales 
and marketing strategies for resolor in response to these 
challenges but has judged that projected proﬁtability levels will 
continue to be below the level forecast at the time of the acquisition 
of movetis
for the year to december 31 2012 sga included depreciation of 
598 million 2011 631 million and amortization of 1941 million 
2011 1650 million
gainloss on sale of product rights
for the year to december 31 2012 shire recorded a gain on sale of 
product rights of 181 million 2011 loss of 60 million following 
remeasurement of the contingent consideration receivable from 
the divestment of daytrana
integration and acquisition costs
for the year to december 31 2012 shire recorded integration and 
acquisition costs of 252 million 2011 137 million primarily 
associated with the acquisition of ferrokin and the integration of 
abh in 2011 integration and acquisition costs primarily related to 
the acquisition of abh
interest expense 
for the year to december 31 2012 shire incurred interest expense 
of 382 million 2011 391 million interest expense principally 
relates to the coupon and amortization of issue costs on shire’s 
1100 million 275 convertible bonds due 2014
taxation
the effective rate of tax in 2012 was 18 2011 21 the effective 
tax rate in 2012 is lower than 2011 due to favorable changes in proﬁt 
mix in 2012 and the beneﬁt of the recognition of foreign tax credits 
financial condition at december 31 2012 
cash and cash equivalents
cash and cash equivalents increased by 8622 million to 14822 
million december 31 2011 6200 million cash generated by 
operating activities of 13829 million was offset by the cost of 
acquiring ferrokin other capital expenditure the purchase of 
shares both by the employee beneﬁt trust “ebt” and under the 
share buyback program and dividend payments  30 shire plc annual report 2012
financial review
shire on april 9 2012 the deadline for bondholders to choose to 
exercise the put option passed no elections from the 
bondholders were received by this date and the bonds are now 
due on the final maturity date in addition shire has a revolving 
credit facility of 1200 million which matures in 2015 the “rcf” 
which is currently undrawn 
shire 275 convertible bonds due 2014 
on may 9 2007 shire issued the bonds and the net proceeds of 
the issuance after deducting the commissions and other direct 
costs of issue totaled 10817 million in connection with the 
scheme the trust deed was amended and restated in 2008 in 
order to provide that following the substitution of shire plc in place 
of old shire as the principal obligor and issuer of the bonds the 
bonds would be convertible into ordinary shares of shire plc
the bonds were issued at 100 of their principal amount and 
unless previously purchased and canceled redeemed or 
converted will be redeemed on may 9 2014 the “final maturity 
date” at their principal amount 
the bonds bear interest at 275 per annum payable semi
annually in arrears on november 9 and may 9 the bonds 
constitute direct unconditional unsubordinated and unsecured 
obligations of the company and rank pari passu and ratably 
without any preference amongst themselves and equally with all 
other existing and future unsecured and unsubordinated 
obligations of the company
the bonds may be redeemed at the option of the company at 
their principal amount together with accrued and unpaid interest if 
i at any time after may 23 2012 if on no less than 20 dealing days 
in any period of 30 consecutive dealing days the value of shire’s 
ordinary shares underlying each bond in the principal amount of 
100000 would exceed 130000 or ii at any time conversion 
rights have been exercised andor purchases and corresponding 
cancellations andor redemptions effected in respect of 85 or 
more in principal amount of bonds originally issued the bonds are 
repayable in us dollars but also contain provisions entitling the 
company to settle redemption amounts in pounds sterling or  
in the case of the final maturity date or any change of control 
shire by delivery of the underlying ordinary shares and a cash 
topup amount 
the bonds are convertible into ordinary shares during the 
conversion period being the period from june 18 2007 until the 
earlier of i the close of business on the date falling fourteen days 
prior to the final maturity date ii if the bonds have been called for 
redemption by the company the close of business fourteen days 
before the date ﬁxed for redemption iii the close of business on 
the day prior to a bond holder giving notice of redemption in 
accordance with the conditions and iv the giving of notice by the 
trustee that the bonds are accelerated by reason of the occurrence 
of an event of default
upon conversion the bond holder is entitled to receive ordinary 
shares at the conversion price of 3283 per ordinary share 
subject to adjustment as outlined below
the conversion price is subject to adjustment in respect of i any 
dividend or distribution by the company ii a change of control 
and iii customary antidilution adjustments for inter alia share 
consolidations share splits spinoff events rights issues bonus 
issues and reorganizations the initial conversion price of 335879 
was adjusted to 3317 with effect from march 11 2009 as a result 
of cumulative dividend payments during the period from october 
2007 to april 2009 inclusive and was further adjusted to 3283 
with effect from march 11 2011 as a result of cumulative dividend 
payments during the period april 2009 to april 2011 inclusive the 
ordinary shares issued on conversion will be delivered credited as 
fully paid and will rank pari passu in all respects with all fully paid 
ordinary shares in issue on the relevant conversion date
other intangible assets net
other intangible assets have decreased by 1049 million to 
23881 million december 31 2011 24930 million additions in 
the year of 2816 million principally relating to intangible assets 
acquired with ferrokin and from pervasis and the license acquired 
from mt sinai school of medicine of new york university were 
offset by intangible asset amortization and impairment charges of 
1948 million and 197 9 million respectively
accounts payable and accrued expenses
accounts payable and accrued expenses have increased by 
1310 million to 15015 million december 31 2011 13705 
million mainly due to the recognition of liabilities in relation to the 
settlement of litigation with impax laboratories inc and the 
agreement in principle reached with the us government regarding 
the investigation into the sales and marketing of adderall xr 
daytrana and vyvanse
convertible bonds
convertible bonds – current liabilities have decreased by 1100 
million due to the reclassiﬁcation of the company’s 1100 million 
275 convertible bonds due 2014 and convertible into fully paid 
ordinary shares of shire plc the “bonds” from current to non
current liabilities in 2012 as the company is no longer required to 
redeem the bonds within twelve months of the balance sheet date 
see note 16 for further details
other noncurrent liabilities
other noncurrent liabilities increased by 97 3 million to 2416 
million december 31 2011 1443 million due primarily to the 
recognition of noncurrent contingent consideration payable 
totaling 1204 million related to the ferrokin and pervasis business 
combinations and the license agreement with mt sinai
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 ebt of shire shares in the market to satisfy awards granted 
under shire’s employee share plans the timing and quantum of 
purchases of shire shares under the share buyback program 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 trade marks 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 ﬁnances 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 14822 million of cash and cash 
equivalents at december 31 2012 substantially all of shire’s debt 
relates to its 1100 million 275 convertible bonds due 2014 the 
“bonds” the bonds were potentially redeemable at the option of 
bondholders at their principal amount including accrued and 
unpaid interest on may 9 2012 the “put option” and remain 
redeemable following the occurrence of a change of control of  review of our business
 shire plc annual report 2012  31
the authority renewed by shareholders at the company’s agm on 
april 24 2012 when the company was authorized to make market 
purchases of up to 56253208 of its own ordinary shares that 
authority will expire at the 2013 agm and in accordance with usual 
practice a resolution to renew it for another year will be proposed 
sources and uses of cash 
the following table provides an analysis of the company’s gross 
and net debt excluding restricted cash as at december 31 2012 
and 2011
december 31
2012  
’m
2011 
 ’m
cash and cash equivalents
1
 14822 6200 
shire 275 convertible bonds 11000 11000 
other debt 93 82 
total debt 11093 11082 
net cashdebt 3729 4882
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
cash flow activity
net cash provided by operating activities for the year to december 
31 2012 increased by 3093 million or 29 to 13829 million 
2011 10736 million as higher cash receipts from gross product 
sales and improved cash collections for aged european receivables 
more than offset higher operating expenses and sales deduction 
payments in the year 
net cash used in investing activities was 2710 million in the year 
to december 31 2012 principally relating to the expenditure on 
property plant and equipment of 1496 million and the cash paid 
net of cash acquired of 97 0 million for the acquisition of ferrokin 
945 million and pervasis 25 million capital expenditure on 
property plant and equipment primarily includes expenditure of 
650 million on computer software and hardware due to sap 
upgrade and construction and leasehold improvements at different 
company sites of 452 million
net cash used in ﬁnancing activities was 2443 million for the year 
to december 31 2012 principally due to the purchase of shares by 
the ebt the purchase of shares under the share buyback 
program and dividend payments offset by the tax beneﬁt 
associated with the exercise of stock options
outstanding letters of credit
at december 31 2012 the company had irrevocable standby 
letters of credit and guarantees with various banks totaling 382 
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 
revolving credit facilities agreement
on november 23 2010 the company entered into a committed 
multicurrency revolving and swingline facilities agreement with a 
number of ﬁnancial institutions for which abbey national treasury 
services plc trading as santander global banking and markets 
bank of america securities limited barclays capital citigroup 
global markets limited lloyds tsb bank plc and the royal bank 
of scotland plc acted as mandated lead arrangers and 
bookrunners the “new rcf” the new rcf is for an aggregate 
amount of 1200 million and canceled the company’s then existing 
committed revolving credit facility the “old rcf” the new rcf 
which includes a 250 million swingline facility may be used for 
general corporate purposes and matures on november 23 2015 
the interest rate on each loan drawn under the new rcf for each 
interest period is the percentage rate per annum which is the 
aggregate of the applicable margin ranging from 090 to 225 per 
cent per annum and libor for the applicable currency and 
interest period shire also pays a commitment fee on undrawn 
amounts at 35 per cent per annum of the applicable margin
under the new rcf it is required that i shire’s ratio of net debt to 
ebitda as deﬁned within the new rcf agreement does not 
exceed 35 to 1 for either the 12 month period ending december 
31 or june 30 unless shire has exercised its option which is 
subject to certain conditions to increase it to 40 to 1 for two 
consecutive testing dates ii the ratio of ebitda to net interest as 
deﬁned in the new rcf agreement must not be less than 40 to 1 
for either the 12 month period ending december 31 or june 30 
and iii additional limitations on the creation of liens disposal of 
assets incurrence of indebtedness making of loans giving of 
guarantees and granting security over assets these ﬁnancial and 
operating covenants have not had and are not expected to have 
an effect on the company’s ﬁnancial position and liquidity
on entering into the new rcf in november 2010 the company paid 
arrangement costs of 80 million which have been recorded as 
deferred charges with amortization of these costs to the company’s 
income statement over the contractual term of the new rcf  
the availability of loans under the new rcf is subject to  
customary conditions 
financing
shire anticipates that its operating cash ﬂow together with available 
cash cash equivalents and the rcf will be sufﬁcient to meet its 
anticipated future operating expenses share buyback program 
capital expenditures tax and interest payments lease obligations 
and milestone payments as they become due over the next  
twelve months 
if the company decides to acquire other businesses it expects  
to fund these acquisitions from existing cash resources the rcf 
and possibly through new borrowings and the issue of new equity 
if necessary
share buyback program
shire has a strong balance sheet and continued robust cash 
generation and considers efﬁcient use of capital on behalf of 
shareholders an important objective therefore during the year to 
december 31 2012 the company commenced a share buyback 
program for the purpose of returning funds to shareholders of up 
to 500 million through both direct purchases of ordinary shares 
and through the purchase of ordinary shares underlying adrs
during the year ended december 31 2012 the company made 
onmarket repurchases totaling 3631571 ordinary shares at a 
cost of 1064 million excluding transaction costs this represents 
065 of the issued share capital of the company as at the year 
end the program covers purchases of ordinary shares for 
cancelation or to be held as treasury shares in accordance with  32 shire plc annual report 2012
financial review
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 
beneﬁt 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 2009 shire made an upfront payment 
to santaris of 65 million for technology access and rd funding 
which was expensed to rd 
in the year to december 31 2012 shire paid success milestones 
and other support costs of 30 million 2011 25 million 2010 
40 million and 81 million 2011 53 million 2010 23 million 
to santaris respectively which were expensed to rd shire has 
remaining obligations to pay santaris 135 million subject to 
certain success criteria and development and sales milestones  
up to a maximum of 690 million for each indication shire will  
also pay single or double digit tiered royalties on net sales of  
the product
shire and santaris have formed a joint research committee to 
monitor rd activities through preclinical lead candidate selection 
at which point all development and commercialization costs will be 
the responsibility of shire
i collaboration with acceleron for actriib class of molecules 
on september 9 2010 shire announced that it had expanded its 
hgt pipeline by acquiring an exclusive license in markets outside 
of north america for the actriib class of molecules being 
developed by acceleron the collaboration will initially focus on 
further developing hgt4510 also called ace031 the lead actriib 
drug candidate which is in development for the treatment of 
patients with duchenne muscular dystrophy “dmd” the phase 
2a trial is on hold and clinical safety is under review hgt4510 and 
the other actriib class of molecules have the potential to be used 
in other muscular and neuromuscular disorders with high unmet 
medical need
in the year to december 31 2010 shire made an upfront payment 
of 45 million to acceleron which has been expensed to rd 
in the year to december 31 2012 shire’s share of rd costs under 
this collaboration agreement was 45 million 2011 101 million 
2010 27 million which were expensed to rd shire will pay 
acceleron up to a further 1650 million subject to certain 
development regulatory and sales milestones being met for 
hgt4510 in dmd up to an additional 288 million for successful 
commercialization of other indications and molecules and royalties 
on product sales
shire and acceleron will conduct the collaboration through a joint 
steering committee with subcommittees including a joint 
manufacture committee and a joint patent committee to monitor 
the development of hgt4510 and other compounds 
cash requirements
at december 31 2011 the group’s cash requirement for long term liabilities reﬂected on the balance sheet and other contractual 
obligations were as follows
payments due by period
total
’m
less than
1 year
’m
1 – 3 years
’m 
3 – 5 years
’m 
more than
5 years
’m
convertible bonds
i
11454 303 11151 – – 
operating leases obligation
ii
2443 496 610 408 929 
purchase obligations
iii
8068 6701 1277 44 46 
other long term liabilities reﬂected on the balance sheet
iv
2302 – 1593 378 331 
total 24267 7500 14631 830 1306 
i shire’s 1100 million principal amount of 275 convertible bonds due 2014 and the interest on the bonds has been included based on their contractual payment dates the 
principal amount of 1100 million has been included within payments due in one to three years based on the final maturity date of the bonds on april 9 2012 the deadline for 
bondholders to choose to exercise their put option on may 9 2012 passed no elections from the bondholders were received by this date and the bonds are now due on the 
final maturity date subject to the certain exceptions as the company is no longer required to redeem the bonds within twelve months of the balance sheet date the bonds 
have been presented as a noncurrent liability at december 31 2012 further details are included within liquidity and capital resources shire 275 convertible bonds due 2014 
above
ii the company leases certain land facilities motor vehicles and certain equipment under operating leases expiring through 2021 
iii 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 signiﬁcant terms shire expects to fund these commitments with cash ﬂows from operating 
activities
iv unrecognized tax beneﬁts and associated interest and penalties of 589 million are included within payments due in one to three years 
the contractual obligations table above does not include certain milestones and other contractual commitments where payment is 
contingent upon the occurrence of events which are yet to occur and therefore payment is not yet due at december 31 2012 the most 
signiﬁcant of the company’s milestone and contractual commitments which are contingent on the occurrence of future events are as 
follows review of our business
 shire plc annual report 2012  33
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 restricted cash 
cash and cash equivalents and on foreign exchange contracts on 
which interest is at ﬂoating 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 2012 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
the company incurs interest at a ﬁxed rate of 275 on its 1100 
million in principal amount convertible bonds due 2014 
no derivative instruments were entered into during the year to 
december 31 2012 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 signiﬁcant 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 ﬁnancing and speciﬁc external 
receivables the foreign exchange contracts have not been 
designated as hedging instruments cash ﬂows from derivative 
instruments are presented within net cash provided by operating 
activities in the consolidated cash ﬂow statement unless the 
derivative instruments are economically hedging speciﬁc investing 
or ﬁnancing activities
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 
in the year to december 31 2012 shire’s share of rd costs under 
this collaboration agreement was 89 million 2011 nil 2010 nil 
which were expensed to rd shire may be required to pay 
research regulatory development and commercial milestone 
payments up to a maximum of 2135 million and to pay royalties 
on net sales of the product
iv acquisition of ferrokin 
on april 2 2012 shire completed the acquisition of 100 of the 
outstanding share capital of ferrokin the acquisitiondate 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 
v acquisition of certain assets and liabilities of 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 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  34 shire plc annual report 2012
financial review
concentration of credit risk
financial instruments that potentially expose shire to 
concentrations of credit risk consist primarily of short term 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 short term 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 and 
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 ﬁnancial 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 2012 there were 
three customers in the us that accounted for 50 of the 
company’s product sales however such customers typically have 
signiﬁcant 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 deﬁned 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 ﬁnancial 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 ﬁnancial stability and 
creditworthiness of the relevant governments in recent years the 
creditworthiness and general economic condition of the relevant 
countries has deteriorated as a result in some of these countries 
the company is experiencing delays in the remittance of 
receivables due from governmentowned or government
supported healthcare providers 
translational foreign exchange exposure arises on the translation 
into us dollars of the ﬁnancial statements of nonus dollar 
functional subsidiaries
at december 31 2012 the company had 19 swap and forward 
foreign exchange contracts outstanding to manage currency risk 
the swaps and forward contracts mature within 90 days the 
company did not have credit risk related contingent features or 
collateral linked to the derivatives at december 31 2012 the fair 
value of these contracts was a net liability of 17 million 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 2012 
increase
reduction in 
revenues  
m
increase
reduction in 
net income  
m
euro 76 42
pound sterling 22 2
swiss franc –30
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 2012
principal 
value of 
amount 
receivable  
’m
weighted 
average 
exchange 
rate fair value  
’m
swap foreign  
exchange contracts
receive usdpay eur 2137 130 28
receive gbppay usd 1175 161 11 
receive usdpay cad 78 101 01 
receive usdpay sek 90 015 02
receive usdpay aud 25 104 – 
receive usdpay mxn 36 008 01  review of our business
 shire plc annual report 2012  35
to date the company has not incurred signiﬁcant 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 signiﬁcant sovereign 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 ﬁnancial 
condition of the relevant countries or other eurozone countries 
suffer signiﬁcant 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 ﬁnancial condition and results of operations
graham hetherington 
chief financial ofﬁcer 
february 25 2013
the company’s aggregate accounts receivable net of the 
allowance for doubtful accounts in total from governmentowned 
or governmentsupported healthcare providers in the relevant 
countries are as follows 
december 31 
2012  
’m
december 31 
2011  
’m
total accounts receivable net in the 
relevant countries 137 184
total accounts receivable net in the 
relevant countries as a percentage of 
total outstanding accounts receivable 
net 17 22
accounts receivable net due from 
governmentowned or government
supported healthcare providers for the 
relevant countries 130 170
accounts receivable due from governmentowned or government
supported healthcare providers in the relevant countries of 130 
million 2011 170 million are split by country as follows greece 6 
million 2011 4 million ireland 1 million 2011 1 million italy 
62 million 2011 81 million portugal 13 million 2011 14 
million and spain 48 million 2011 70 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 2012 
received 2802 million in settlement of accounts receivable in the 
relevant countries – 4 million was from greece 1423 million 
from italy 152 million from portugal and 1187 million from spain  36 shire plc annual report 2012
board of directors
matthew emmens 61
chairman 
matthew was appointed chairman on june 18 2008 and has been a 
member of the board since march 12 2003 he is also a member of the 
nomination committee he was the company’s chief executive ofﬁcer 
from march 2003 to june 2008 matthew brings to the board his 
operational knowledge of shire and his wealth of international sales 
marketing integration and operational experience in the pharmaceutical 
sector matthew is a director of vertex pharmaceuticals inc he served as 
chairman ceo and president of vertex pharmaceuticals inc from 2009 
until early 2012 and is a former director of incyte corporation
matthew began his career in international pharmaceuticals with merck  
 co inc in 1974 where he held a wide range of sales marketing and 
administrative positions in 1992 he helped to establish astra merck inc a 
joint venture between merck and astra ab of sweden becoming president 
and chief executive ofﬁcer in 1999 he joined merck kgaa and 
established emd pharmaceuticals the company’s us prescription 
pharmaceutical business he later served as president of merck kgaa’s 
global prescription pharmaceuticals business in germany matthew  
holds a degree in business management
angus russell 57
chief executive ofﬁcer 
angus was appointed chief executive ofﬁcer on june 18 2008 and has 
been a member of the board since december 13 1999 he is also 
chairman of the company’s leadership team and was the company’s 
chief financial ofﬁcer from december 1999 to june 2008 angus retires 
on april 30 2013 
angus brings to his position his operational knowledge of shire and his 
extensive ﬁnance risk management strategic and operational experience 
in the pharmaceutical sector he is a nonexecutive director of intermune 
inc and is a former nonexecutive director of the city of london 
investment trust plc between 1980 and 1999 he held a number of 
positions of increasing responsibility at ici zeneca and astrazeneca plc 
including vice president corporate finance at astrazeneca and group 
treasurer at zeneca angus is a chartered accountant and is a fellow  
of the association of corporate treasurers
dr flemming ornskov 55
chief executive ofﬁcer designate 
flemming was appointed chief executive ofﬁcer designate and a member 
of the board on january 2 2013 he is also a member of the company’s 
leadership team and will assume the role of chief executive ofﬁcer from 
april 30 2013
flemming brings to his position his operational and medical knowledge 
and his extensive international strategic and operational experience in the 
pharmaceutical sector he is nonexecutive chairman of evotec ag and is 
a former nonexecutive director of pci biotech holding asa
flemming held the position of chief marketing ofﬁcer and global head 
strategic marketing for general and specialty medicine at bayer from 2010 
to 2012 prior to joining bayer flemming served as global president 
pharmaceuticals and otc at bausch  lomb inc from 2008 to 2010 he 
also served as chairman and later as president and chief executive ofﬁcer 
of lifecycle pharma as from 2006 to 2008 and president and chief 
executive ofﬁcer of ikaria inc from 2005 to 2006 earlier in his 
pharmaceutical career he had roles of increasing responsibility at merck  
co inc and novartis ag following a distinguished period in hospital and 
academic medicine flemming received his md from the university of 
copenhagen mba from insead and master of public health from 
harvard university
graham hetherington 54
chief financial ofﬁcer 
graham has been the chief financial ofﬁcer and a member of the board 
since july 1 2008 he is also a member of the leadership team
graham brings to his position a broad range of international ﬁnance 
management and planning audit risk management and ma experience 
he was chief financial ofﬁcer of bacardi in 2007 and chief financial  
ofﬁcer of allied domecq plc from 1999 to 2005 graham is a fellow of  
the chartered institute of management accountants 
david kappler 65
deputy chairman and senior  
independent nonexecutive director 
david has been a member of the board since april 5 2004 he was 
appointed senior independent nonexecutive director in july 2007 and 
deputy chairman in june 2008 he is also chairman of the nomination 
committee and of the audit compliance  risk committee 
david brings to the board his extensive knowledge and experience in 
ﬁnancial reporting risk management and internal ﬁnancial controls he is a 
nonexecutive director of intercontinental hotels group plc 
he was chairman of premier foods plc until september 2010 and held 
directorships at camelot group plc and hmv group plc david retired  
from cadbury schweppes plc in april 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
william burns 65
nonexecutive director 
william was appointed to the board on march 15 2010 and is a member of 
the remuneration committee the nomination committee and of the 
science  technology committee
william brings to the board extensive experience in international sales 
marketing integration and operational experience in the pharmaceutical 
sector he is a director of biotie therapies corp roche holdings ltd 
chugai pharmaceutical co ltd and genentech inc and is a former 
director of crucell nv
william worked for many years for roche holding the position of ceo of 
their pharmaceuticals division from 2005 to 2009 and was a member of the 
roche group corporate executive committee william holds a ba hons governance
 shire plc annual report 2012  37
anne minto obe 59
nonexecutive director 
anne was appointed to the board on june 16 2010 and is chairman of the 
remuneration committee and a member of the nomination committee
anne brings to the board her extensive legal commercial and 
remuneration experience she is a nonexecutive director of tate  lyle 
plc and is a former director of northumbrian water plc and sita uk
anne held the position of group director human resources at centrica 
plc from october 2002 to 30 june 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 following her law degree at 
aberdeen university and a postgraduate diploma in human resources  
she qualiﬁed as a lawyer anne is a fellow of the chartered institute of 
personnel  development the royal society of arts and the london city 
and guilds and a member of law society of scotland she is a trustee of 
the university of aberdeen development trust and is patron of the 
university of aberdeen alumni fund 
david stout 58
nonexecutive director 
david was appointed to the board on october 31 2009 and is a member 
of the audit compliance  risk committee and of the remuneration 
committee
david brings to the board extensive international sales marketing 
operational and supply chain experience gained in the pharmaceutical 
sector he is a director of jabil circuit inc and airgas inc and is a former 
director of allos therapeutics inc 
david was president pharmaceutical operations at glaxosmithkline 
where he was responsible for the company’s global pharmaceutical 
operations from january 2003 to february 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 david holds a ba in biology
former nonexecutive director
dr jeffrey leiden 57
vice chairman and nonexecutive director 
jeffrey was a member of the board from january 2007 to january 2012 
and was vice chairman from april 2009 to january 2012 he was also a 
member of the remuneration committee and of the nomination 
committee and chairman of the science  technology committee until 
january 2012
jeffrey brought to the board his extensive operational experience in 
pharmaceutical companies and his operational and scientiﬁc experience  
in clinical research development and registration jeffrey is chairman 
president and chief executive ofﬁcer of vertex pharmaceuticals inc 
jeffrey was a managing director at clarus ventures llc and held board 
positions at a number of pharmaceutical and biotechnology companies 
he was president and chief operating ofﬁcer pharmaceutical products 
group and chief scientiﬁc ofﬁcer at abbott laboratories from 2001 to 
2006 during this time he held directorships at abbott and tap 
pharmaceutical products inc prior to joining abbott jeffrey held  
several academic appointments jeffrey holds a medical degree  
a phd and an honorary ma from harvard university 
dr steven gillis 49
nonexecutive director 
steven was appointed to the board on october 1 2012 and is a member of 
the science  technology committee and of the remuneration 
committee
he brings to the board his extensive technical and scientiﬁc knowledge 
and commercial experience steven is currently a managing director at 
arch venture partners a provider of venture capital for technology ﬁrms 
where he is focused on the evaluation of new life science technologies and 
the development and growth of arch’s biotechnology portfolio 
companies prior to this steven was a founder and director of corixa 
corporation acquired by glaxosmithkline in 2005 prior to starting corixa 
he was 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
dr david ginsburg 60
nonexecutive director 
david was appointed to the board on june 16 2010 and is a member of 
the science  technology committee
david brings to the board his clinical medical background in internal 
medicine hematologyoncology and medical genetics as well as his 
extensive basic biomedical laboratory research expertise he is currently 
james v neel distinguished university professor of internal medicine 
human genetics and pediatrics at the university of michigan and a 
howard hughes medical institute investigator david obtained his ba at 
yale university md at duke university and completed his medical and 
research training at harvard medical school before joining the faculty  
at the university of michigan 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
susan kilsby 54
nonexecutive director 
susan was appointed to the board on september 1 2011 and is a member 
of the audit compliance  risk committee
susan brings to the board extensive ma and ﬁnance experience  
she is a nonexecutive director of bba aviation plc and was a director  
of hong kong listed global skin care company l ’occitane international  
sa until december 2012 susan has had a distinguished global career  
in investment banking having 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 continues in a parttime senior  
advisory capacity susan holds a ba in economics and a mba corporate governance report
38 shire plc annual report 2012
a sound governance structure  
engenders a successful company
dear shareholder
the board is committed to high standards of corporate 
governance which is the foundation of a sustainable and 
successful company 
closely linked to governance is culture the board works with 
management to set the values of the company and to create a 
culture which promotes integrity responsibility and putting the 
patient at the heart of what we do 
the board’s core activities in 2012 included the review of the 
company’s long term strategy the monitoring of performance 
consideration of the risk identiﬁcation and management system 
the review of material risks and board and management 
succession 
a core area of board focus is ensuring that the company has the 
right people to deliver the company’s strategy and vision and to 
deliver long term shareholder value the board recognizes the 
value of diversity and considers all aspects of diversity including 
skills and experiences backgrounds and gender to ensure that the 
composition of the shire board best serves the interests of the 
company and its stakeholders the appointments during the year 
of dr flemming ornskov as chief executive ofﬁcer designate and 
dr steven gillis as nonexecutive director followed rigorous 
search processes which incorporated the board’s principles on 
diversity more detail is provided in the section on the nomination 
committee on page 44
in accordance with the uk corporate governance code each 
member of the board not standing for election shall stand for 
reelection at the 2013 agm 
as chairman of the board it is my responsibility to ensure that the 
board dynamics promote open and constructive discussion and 
challenge and that the board’s time is spent effectively we 
conducted our second external board evaluation this year which 
concluded that the board is working well engages in meaningful 
challenge and debate and was equipped with appropriate and 
timely information to make informed decisions affecting the 
company we intend to continue to have an external evaluation 
every three years a more detailed disclosure of the evaluation 
process can be found on page 40 of this report 
during the year the board spent time reviewing the company’s 
vision and strategy with management to ensure that the company 
continues to focus on growing the business for the long term this 
resulted in the board approving the company’s 2020 vision
as chairman i am conﬁdent that shire will continue to deliver 
shareholder value through the delivery of our strategy and 2020 
vision within a framework that promotes good governance 
matthew emmens 
chairman governance
 shire plc annual report 2012  39
role and responsibilities of the chairman deputy chairman 
senior independent director and chief executive ofﬁcer
chairman the board is chaired by matthew emmens 
the chairman is responsible for the leadership 
of the board which includes ensuring that 
board discussions are conducted in a way 
which promotes open discussion between 
directors such that no individual director or 
small group of directors dominates 
proceedings the chairman is available to 
meet with shareholders on any matter which is 
important to such shareholder
deputy chairman david kappler as deputy chairman provides 
support and guidance to the chairman and 
deputizes for the chairman as required
senior  
independent 
director
as senior independent director david kappler 
acts as a sounding board for the chairman 
and is available as an intermediary for the other 
directors if necessary the senior 
independent director is also responsible for 
chairing meetings of the nonexecutive 
directors without the chairman and executive 
directors present and in leading the non
executive directors in evaluating annually the 
performance of the chairman 
chief executive 
ofﬁcer
the chief executive ofﬁcer angus russell 
has the overall responsibility for running the 
business on a daytoday basis and he chairs 
meetings of the leadership team
the roles and responsibilities of the chairman deputy chairman 
senior independent director and the chief executive ofﬁcer are 
clearly deﬁned separate and have been approved by the board 
more details can be found on shire’s website
board meetings
during the year the board held six scheduled and one ad hoc 
meeting all scheduled meetings were held over two days with the 
exception of the meetings held in june and october which were 
held over one and three days respectively one of the scheduled 
board meetings was held at our human genetic therapies 
business in lexington massachusetts and another at our specialty 
pharmaceuticals business in chesterbrook pennsylvania enabling 
the board to engage ﬁrst hand with management based at those 
sites in 2013 we intend to hold one of our scheduled board meetings 
at our regenerative medicines business in san diego california
the chairman will always seek to obtain consensus at board 
meetings but where necessary decisions will be taken by majority 
if any director has concerns about the running of the company or 
any proposal which cannot be resolved such concerns will be 
recorded in the minutes of the meeting no such concerns arose 
during 2012 
at each board meeting the chairman of each board committee 
informs the board of key matters discussed and agreed at the 
preceding committee meeting 
matters not formally reserved to the board are delegated to the 
leadership team which is chaired by the chief executive ofﬁcer 
in addition to the formal board business the chief executive and 
members of the leadership team will provide the board with a 
business update
compliance statement
this report outlines how shire has applied the main principles set 
out in the uk corporate governance code issued by the uk 
financial reporting council in june 2010 the “governance code” 
the governance code is published by the financial reporting 
council and is available from its website wwwfrcorguk 
for the year to december 31 2012 the company has in the 
board’s view complied fully with the provisions set out in the 
governance code
leadership
the board which currently comprises three executive and eight 
nonexecutive directors including the chairman is responsible 
collectively for the long term success of the company throughout 
2012 shire had two executive directors the chief executive 
ofﬁcer angus russell and the chief financial ofﬁcer graham 
hetherington on january 2 2013 dr flemming ornskov joined  
the board as chief executive ofﬁcer designate and he will  
become chief executive ofﬁcer on april 30 2013 when  
angus russell retires
role of the board
the board is responsible for the overall management of the 
company the board has reserved certain matters for its 
determination and approval including the company’s strategic 
direction risk proﬁle internal controls annual budget periodic 
ﬁnancial reports overall governance material transactions and 
succession planning the full list of these matters known as the 
board’s reserve powers were reviewed by the board in 2012 the 
executive directors and the leadership team are responsible for 
daytoday business operations
the board discharges its responsibilities through regularly 
scheduled meetings and ad hoc meetings as may be required 
the board and its committees monitor and evaluate the 
performance of the group as a whole through engaging with the 
chief executive ofﬁcer chief financial ofﬁcer members of the 
leadership team and other members of senior management
the nonexecutive directors are responsible for exercising 
independent judgment in board deliberations assisting in 
developing strategy and reviewing and constructively challenging 
the performance of senior management to facilitate the discharge 
of these responsibilities the nonexecutive directors met four 
times during the year without the executive directors present  corporate governance report
40 shire plc annual report 2012
time commitment
nonexecutive directors are required to allocate sufﬁcient time to 
discharge their responsibilities effectively in addition to their work in 
relation to scheduled meetings of the board any board committee 
and the agm the nonexecutive directors commit time for 
meetings with senior management site meetings and to participate 
in additional board and committee meetings as the business of the 
company may require from time to time 
prior to taking up a new role in another organization nonexecutive 
directors are required to ﬁrst discuss the opportunity with the 
chairman this is to ensure that acceptance of the new role does 
not result in a conﬂict of interest or that the nonexecutive director 
is unable to give sufﬁcient time to shire’s business
board performance evaluation 
the board carries out an evaluation of board and board 
committee performance annually in most years this is managed 
by the chairman with the support of the company secretary the 
board supports the principle that board evaluation is externally 
facilitated every three years dr tracy long of boardroom review 
conducted the 2008 evaluation and she was engaged to carry out 
the board performance evaluation in 2012 boardroom review has 
no other connection with the company the process followed by 
dr long included one on one meetings with each director and the 
company secretary observing board and committee meetings 
and a review of board papers dr long’s evaluation report was 
discussed with all the board dr long concluded that the board 
and its committees were functioning strongly the board culture 
was very positive and promoted open challenging and engaged 
discussions at all meetings and the board and board committee’s 
time was being managed effectively the board was equipped with 
appropriate and timely information to make informed decisions 
affecting the company in discussing how the board might improve 
its effectiveness it was agreed that more time should be allocated 
to enable discussion around committee feedback and that ways to 
enhance board connectivity between meetings should be 
reviewed the company will address this in 2013
information and support
the executive directors and the company secretary are 
responsible for ensuring that detailed information is provided to 
board members in advance of any scheduled or ad hoc board 
meeting before decisions are made consideration is given to the 
adequacy of information available to the board and if necessary 
decisions are deferred if further information is required
board members receive detailed information from the executive 
directors the company secretary members of the leadership 
team and other senior managers to enable them to discharge their 
responsibilities effectively all directors have access to all 
employees in the company and to the advice and guidance of the 
company secretary and are encouraged to seek independent 
advice at the group’s expense where they feel it is appropriate 
board meeting attendance
scheduled meetings
1
directors
meetings 
attended
meetings 
eligible to 
attend
matthew emmens 7 7
angus russell 7 7
graham hetherington 7 7
william burns 7 7
dr steven gillis 2 2
dr david ginsburg 7 7
david kappler 7 7
susan kilsby 7 7
anne minto 7 7
david stout 7 7
1 includes one ad hoc board meeting
board effectiveness
composition of the board
the board is of the opinion that each of its members has the  
skills knowledge aptitude and experience to perform the  
functions required of a director of a listed company and that  
the board comprised a good balance of executive and  
nonexecutive directors 
the board considers william burns dr steven gillis dr david 
ginsburg david kappler susan kilsby anne minto and david 
stout to be independent nonexecutive directors the board 
regards each of these nonexecutive directors to be independent 
of management independent in judgment and character and free 
from any business or other relationship which could materially 
interfere with the exercise of their independent judgment  
the board when making its determination on the independence  
of mr kappler gave particular consideration to the fact that  
mr kappler will have been a serving member of the board for  
nine years at the time of the company’s next agm in 2013  
the governance code suggests that length of service of nine  
years or more is relevant to a determination of independence  
the board noted that there have been substantial changes to 
board membership over the last few years with all the non
executive directors other than mr kappler and the chairman 
having been appointed within the last 3½ years the board 
concluded that mr kappler remains independent his commitment 
is undiminished and his performance continues to be effective
biographical details of the members of the board who served 
during the year and up to the date of this report are shown on 
pages 36 and 37 
appointment and reelection of directors 
the board may appoint any person to be a director either to ﬁll a 
vacancy or as an addition to the existing board any director so 
appointed will be subject to election by shareholders at the ﬁrst 
annual general meeting after their appointment in subsequent 
years directors are subject to annual reelection
nonexecutive directors are appointed by the board ordinarily for a 
term of two years subject to reappointment by the board 
the terms of appointment of each of the nonexecutive directors 
and the service contracts of the executive directors are made 
available for inspection at the company’s agm  governance
 shire plc annual report 2012  41
science  technology committee
the science  technology committee is responsible for 
periodically reviewing and advising the board on shire’s investment 
in research development and technology the committee held 
four scheduled and four ad hoc meetings in 2012 members of the 
committee attended all meetings they were eligible to attend 
the members of the committee are all independent nonexecutive 
directors william burns dr steven gillis dr jeffrey leiden and  
dr david ginsburg served on the committee during the year ended 
december 31 2012 dr leiden chaired the committee until he 
stepped down from the board on january 31 2012 dr ginsburg 
was appointed as acting chairman from february 1 2012 william 
burns and dr gillis were appointed as members of the committee 
with effect from february 8 2012 and october 1 2012 respectively
audit compliance  risk committee
membership 
members of the committee are all nonexecutive directors of the 
company and are selected on the basis of their knowledge and 
experience of ﬁnancial matters ﬁnancial reporting risk 
management and internal control each of the members of the 
committee has been determined by the board to be an 
independent nonexecutive director for the purposes of the 
governance code each member also satisﬁes the nasdaq rules 
regarding the independence of members of the committee
the board is satisﬁed that mr kappler who is a fellow of the 
chartered institute of management accountants and who was 
chief financial ofﬁcer of the cadbury schweppes group from 1995 
until his retirement in april 2004 has recent and relevant ﬁnancial 
experience the board has also determined that mr kappler is the 
committee’s ﬁnancial expert for the purposes of the sarbanes
oxley act 2002
attendance
committee member
member 
throughout 
2012
number of 
meetings
 attended
1
david kappler chairman yes 5
susan kilsby yes 5
david stout yes 5
1 the committee met on ﬁve occasions during 2012
meetings
at the invitation of the chairman of the committee the chief 
executive ofﬁcer the chief financial ofﬁcer the group financial 
controller the chief compliance and risk ofﬁcer the head of 
internal audit the group’s external auditor and the chairman of the 
board attended committee meetings
the committee held a number of private meetings during the 
course of the year with respectively the group’s external auditor 
the head of internal audit and the chief compliance and risk 
ofﬁcer without any executive member of the board or other 
member of management present the purpose of these meetings 
was to facilitate open discussions between committee members 
and these persons
board committees
the board has established the audit compliance  risk 
committee the remuneration committee the nomination 
committee and the science  technology committee together 
“the committees” each committee has written terms of reference 
which are reviewed annually have been approved by the board 
and are available on shire’s website the roles membership and 
activities of each committee are set out later in this report and in 
the case of the directors’ remuneration report on pages 48 to 67 
leadership team
the board has delegated the daytoday management of shire to 
the leadership team which is chaired by the chief executive 
ofﬁcer the leadership team normally meets once a month to 
deliberate on major business issues
during 2012 the leadership team held ten scheduled meetings 
the leadership team currently comprises angus russell chief 
executive ofﬁcer dr flemming ornskov chief executive ofﬁcer 
designate graham hetherington chief financial ofﬁcer dr sylvie 
gregoire president human genetic therapies dr jeffrey jonas 
president regenerative medicine tatjana may general counsel 
and company secretary and ann judge chief human resources 
ofﬁcer dr sylvie gregoire and ann judge will both be stepping 
down in march 2013
relations with shareholders
the group is committed to having a constructive engagement  
with shareholders 
the group announces its ﬁnancial results quarterly the chief 
executive ofﬁcer and chief financial ofﬁcer gave presentations on 
the quarterly results in 2012 by teleconference for institutional 
investors and analysts as the company has securities listed on the 
nasdaq global select market in the us shire also ﬁles quarterly 
reports on form 10q and an annual report on form 10k with 
the us securities and exchange commission ‘sec’
the chief executive ofﬁcer and the chief financial ofﬁcer 
supported by other senior executives attended individual and 
group meetings with major shareholders throughout the year to 
discuss the group’s strategy and performance and to understand 
the views of major shareholders which are then communicated to 
the board as a whole the chairman and the senior independent 
nonexecutive director are available also to meet with major 
shareholders
shire’s website provides information about the group and its 
business and is regularly updated the group’s investor  
relations department acts as a contact point for investors 
throughout the year
at the company’s agm shareholders were given the opportunity to 
ask questions of the directors the directors also made 
themselves available informally after the meeting to answer 
questions from shareholders corporate governance report
42 shire plc annual report 2012
approval of audit and nonaudit services provided by the 
external auditor
the committee has adopted a formal policy in relation to the 
provision of audit and nonaudit services by the external auditor 
the principal purpose of the policy is to ensure that the 
independence of the external auditor is not impaired 
the policy which is in compliance with the sarbanesoxley act 
2002 prohibits the provision of certain nonaudit services to the 
group by the external auditor including
 bookkeeping or other services related to the accounting records 
or ﬁnancial statements of the group
 design and implementation of ﬁnancial information systems
 appraisal or valuation services fairness opinions or contribution
inkind reports
 actuarial services or internal audit outsourcing services
 legal services and expert services unrelated to the audit
 management functions or human resources services
 broker dealer investment advisor or investment banking 
services and
 any other service that the public company accounting oversight 
board determines is impermissible as a nonaudit service
all audit and permissible nonaudit services may be provided by 
the external auditor if the work is either speciﬁcally preapproved by 
the committee or if the work falls within a schedule of services 
preapproved by the committee in accordance with the pre
approval policy the committee’s preapproval policy covers four 
categories of work – audit services auditrelated services taxation 
services and other nonaudit related services if the services 
proposed to be provided by the external auditor fall within a 
category of preapproved services and additionally the fee for 
those services is below preapproved annual and transactional 
limits such services may be provided by the external auditor 
without speciﬁc individual approval of those services by the 
committee provided that management does not need to exercise 
any discretion in determining whether a proposed service falls 
within one of the preapproved categories in all cases the 
committee is notiﬁed at the next committee meeting of any 
preapproved service that is provided by the external auditor 
any audit or permissible nonaudit services proposed to be 
provided by the external auditor which is either not a preapproved 
service or is a preapproved service for which fees are above the 
annual or transactional limits must be approved in advance by the 
committee who will consider whether the independence skills 
and experience of the external auditor make it a suitable supplier of 
the proposed service authority has been delegated to the 
chairman of the committee to approve such services in situations 
where the company requires an expeditious decision any decision 
made under such delegation of authority is presented to the 
committee at its subsequent scheduled meeting
role of the committee
the committee’s terms of reference include all matters speciﬁed in 
the disclosure and transparency rule 7 1 and the governance 
code the committee’s terms of reference are available on shire’s 
website the key responsibilities of the committee under its terms 
of reference are to
 monitor the integrity of the ﬁnancial statements of the group 
including its annual and quarterly reports preliminary results 
announcements and any other shire announcement relating to 
the group’s ﬁnancial performance
 ensure clarity of disclosure in ﬁnancial reporting and the 
presentation of a balanced and understandable assessment of 
the group’s ﬁnancial position
 make recommendations to the board on matters to be put to 
shareholders in relation to the appointment reappointment and 
removal of the external auditor to determine the terms of 
engagement and remuneration of the external auditor and to 
assess at least annually the objectivity and independence of the 
external auditor
 approve the external audit plan and review and discuss issues 
and recommendations arising from the external audit
 set and apply a formal policy in relation to the provision of 
nonaudit services by the external auditor with a view to 
preserving the external auditor’s independence and objectivity
 monitor and review the integrity of the internal audit program 
consider the ﬁndings of internal audit reviews and management’s 
response to them
 review and approve the annual internal audit plan and review at 
least annually the effectiveness of the group’s internal control 
and risk management systems
 review the group’s strategy for the management of key corporate 
and ﬁnancial risks of the group
 review procedures for the receipt and treatment of complaints 
received by the group regarding accounting internal accounting 
controls or auditing matters
 to review the status of the company’s compliance program to 
ensure adherence to applicable legal and regulatory standards 
and to the company’s code of ethics where there may be a 
material impact on the company
 review with the chief compliance and risk ofﬁcer arrangements 
for the conﬁdential anonymous submission by employees of 
concerns regarding matters which could have a material impact 
on the group and to ensure these arrangements allow 
proportionate and independent investigation of such matters and 
appropriate followup action 
 review the major ﬁndings of internal investigations and 
management’s response and material inquiries received from 
regulators or governmental agencies and
 review the group’s procedures for detecting fraud and review the 
investigation and remediation of any alleged or suspected fraud
the chairman of the committee briefs the board at each of its 
meetings on the matters considered by the committee including 
those items where it considers that action is required the 
committee’s terms of reference give it authority to investigate any 
activity within its terms of reference and to be responsible for the 
resolution of any disagreement between management and the 
external auditor regarding the group’s ﬁnancial reporting the 
committee is also authorized to seek any information it requires 
from any employee of the group in order for the committee to 
perform its duties governance
 shire plc annual report 2012  43
other matters
 compliance updates including areas relating to bribery and 
corruption
 review the renewal terms of the group’s insurance program
 review of the committee’s terms of reference 
 the company’s rd and supply chain assurance functions 
 review and update of the delegation of authorities and
 the evaluation of the committee’s performance
external auditor
 an initial review of the external auditor’s performance and 
effectiveness during 2012 including a review of management’s 
assessment of deloitte’s performance and effectiveness in 2012 
and a ﬁnal review of the 2012 audit at the february 2013 
committee meeting 
 approval of the 2012 audit plan and 
 review of the objectivity and independence of the external 
auditor
the committee has remained satisﬁed that neither the level of 
nonaudit services nor the nature of the work performed by the 
external auditor has in any way impaired their objectivity and 
independence details of the fees paid to the external auditor are 
disclosed in note 30 to the consolidated ﬁnancial statements
following the review of the external auditor’s performance as 
regards the 2012 ﬁnancial year the committee recommended the 
reappointment of deloitte llp as the group’s external auditor to 
the board a resolution to reappoint deloitte llp will be put to 
shareholders at the 2013 agm deloitte llp were appointed as  
the group’s external auditor in 2002
the external auditor is required to rotate the audit partner 
responsible for the engagement every ﬁve years this is the ﬁrst 
year of the current lead audit partner there are no contractual 
obligations that restrict the company’s choice of external auditor
committee activities
during 2012 the committee’s areas of review included
financial statements
 consideration of any key accounting judgments recent ma 
transactions and the related accounting
 the ﬁnancial disclosures contained in the group’s 2011 full year 
and 2012 quarterly results announcements and related ﬁnancial 
reports
 various accounting matters including but not limited to the 
application of the group’s critical accounting policies and us 
gaap in the context of the ﬁnancial statement disclosures 
accounting for the acquisition of ferrokin biosciences inc and 
certain assets and liabilities from pervasis therapeutics inc 
accounting for sales deductions accounting for litigation claims 
and settlements revenue recognition for royalty income 
receivable from gsk intangible asset and goodwill impairment 
reviews including the impairment charges recognised in respect 
of the group’s resolor intangible assets see page 99 for 
further details the accounting for various tax matters and the 
application of new accounting standards
 review of the questions raised by the sec concerning the 
group’s 2011 form 10k ﬁling and the approval of shire’s 
responses the sec were satisﬁed with shire’s responses 
 the company’s non gaap reporting policies and
 quarterly audit reports from the external auditor were received by 
the committee and discussed the reports addressed the 
following key areas
– external auditor responsibility and independence
– signiﬁcant accounting estimates and judgments made by 
management and
– signiﬁcant accounting policies and one off transactions 
internal ﬁnancial control and risk management systems
 semiannual review of the group’s corporate risk schedule which 
included the consideration of the key risks faced by the group 
and review of the group’s plans to mitigate such risks
 review of the group’s annual internal audit plan compliance with 
section 404 of the sarbanesoxley act 2002 and the 
effectiveness of the group’s system of internal controls over 
ﬁnancial reporting
 quarterly review of the results of the group’s internal audit 
program
 annual review of the group’s treasury policies and 
recommendation of proposed changes to the board
 quarterly reports on treasury activities and a review of the 
group’s foreign exchange exposure risk management strategy
 monitoring of the group’s accounts receivable exposure to the 
eurozone and the group’s related risk mitigation activities
 annual review of the group’s tax strategy and assessment of 
ﬁscal risk and
 review of the group’s arrangements for the conﬁdential 
anonymous submission by employees of concerns regarding 
matters which could have a material impact on the group corporate governance report
44 shire plc annual report 2012
 the search for a new chief executive ofﬁcer with a broad range 
of biopharmaceutical experience this search resulted in the 
appointment of dr flemming ornskov to the board as chief 
executive ofﬁcer designate on 2 january 2013
 updates on the search for a new president of the specialty 
pharmaceuticals business
 the selection and engagement of search agencies to help the 
committee identify potential new board candidates
 an evaluation of the committee’s performance to ensure it is 
operating effectively taking into account feedback from the 
board
 recommendations to the board concerning the reappointment 
of nonexecutive directors whose terms of ofﬁce expired during 
the year 
 a review of the 2011 nomination committee report and
 a review of the committee’s terms of reference
board diversity
diversity is a principle which the board strongly supports in early 
2012 the board adopted a board diversity policy which recognizes 
that a board with a diverse mix of skills experiences background 
and gender is best able to serve the interests of the company its 
shareholders and other stakeholders the board diversity policy is 
applied when considering appointments to the board and when 
annually reviewing the performance effectiveness of the board the 
value of diversity is mirrored throughout the company with similar 
policies in place for employee recruitment additional disclosure on 
the company diversity policy can be found in the section on our 
people on page 69 of the directors’ report
new appointments
before commencing a search for a new board member the 
nomination committee reﬂects on the balance of skills and 
experiences currently on the board and the need for any 
complementary or new skills and experiences to enable the 
company to deliver its strategy the committee discusses its 
recommendations on the core search requirements with the board 
prior to commencing a search the committee’s choice of external 
search ﬁrm is inﬂuenced by the candidate proﬁle being sought the 
search ﬁrm is informed amongst other things of the time 
commitment required and of the company’s diversity policy in 
2012 the committee retained john archer of catalyst advisers to 
lead the searches catalyst advisers has no other connection with 
the company the chairman of the nomination committee and the 
chairman of the company engage with the search ﬁrm in 
elaborating on the search proﬁle and in managing the search 
candidates selected for the short list are interviewed by members 
of the nomination committee the board is kept updated on the 
search process once a preferred candidate is selected other 
board members not on the nomination committee are offered the 
opportunity to meet with the candidate 
following appointment a tailored induction program is prepared for 
each new board member this program includes meetings with 
senior management in the company’s businesses and functions 
visiting key business sites and a familiarization with core company 
policies and procedures the program may also include as is the 
case with dr flemming ornskov meetings with major investors 
nomination committee
membership
a majority of the committee has been determined by the board to 
be independent nonexecutive directors for the purposes of the 
governance code 
attendance
committee member member throughout 2012
number of 
meetings 
attended
1
david kappler chairman yes 5
william burns yes 5
matthew emmens yes 5
anne minto
2
 from february 8 2012 4
1 the committee met on ﬁve occasions during 2012 at the invitation of the committee 
angus russell attended all meetings if the discussion at any meeting relates to a 
board member who is present they recuse themselves for that part of the meeting
2 ms minto attended all the meetings she was eligible to attend
role of the committee
the key responsibilities of the committee under its terms of 
reference are to
 regularly review the structure size and composition of the board 
including the skills knowledge diversity and experience of the 
board and make recommendations to the board with regard to 
any changes
 identify and nominate for the approval of the board candidates 
for new board appointments
 in relation to appointments to the board to identify capabilities 
required and consider candidates from a wide range of 
backgrounds on merit against objective criteria and with due 
regard for the beneﬁts of diversity and also consider the 
candidate’s ability to devote sufﬁcient time to discharge their 
responsibilities effectively
 review succession planning for executive and nonexecutive 
directors to ensure that this is managed in a timely manner with 
a view to ensuring the long term success of the group and
 make recommendations to the board concerning the re
appointment of any nonexecutive director at the conclusion of 
their term of ofﬁce having regard to their performance and ability 
to continue to contribute to the board in light of the knowledge 
skills and experience required
the terms of reference of the committee are available on shire’s 
website wwwshirecom
committee activities
during 2012 the committee’s activities included
 a review of the composition diversity tenure independence and 
the balance of skills and experience of the board and its 
committees
 the search for a new nonexecutive director with scientiﬁc 
commercial and transactional experience this search resulted in 
the appointment of dr steven gillis to the board and to the 
company’s science  technology committee and its 
remuneration committee governance
 shire plc annual report 2012  45
 the chief executive ofﬁcer and the chief financial ofﬁcer have 
evaluated the effectiveness of those disclosure controls and 
procedures 
 the chief executive ofﬁcer and the chief financial ofﬁcer have 
indicated in the form 10k whether there were any signiﬁcant 
changes in the group’s internal control over ﬁnancial reporting 
and 
 based on the evaluation of the chief executive ofﬁcer and the 
chief financial ofﬁcer all signiﬁcant deﬁciencies and material 
weaknesses in the design or operation of internal control over 
ﬁnancial reporting which are reasonably likely to affect adversely 
the group’s ability to record process and report ﬁnancial 
information included in the form 10k have been disclosed to 
the group’s external auditor 
the chief executive ofﬁcer and the chief financial ofﬁcer have 
completed these certiﬁcations and they have been ﬁled with the 
sec in the united states as part of the group’s annual report as 
at december 31 2012 on form 10k
risk management compliance and internal control 
the board in accordance with the governance code recognizes 
its overall responsibility for determining the nature and extent of risk 
the company is willing to take to achieve its objectives including 
the requirement to maintain sound risk management and internal 
control systems to safeguard shareholders’ investments the 
group’s assets and to regularly review the effectiveness of such 
systems whilst the board acknowledges its responsibility for the 
systems of risk management and internal control such systems are 
designed to manage rather than eliminate all risk accordingly even 
the most effective systems of risk management and internal control 
can provide only reasonable and not absolute assurance against 
material misstatement or loss
in 2012 the board reviewed both the key risks faced by the group 
and the effectiveness of the group’s risk management and internal 
control systems aside from these reviews the board delegates 
responsibility to the acr committee for more regular review of 
both key risks and internal controls and for monitoring the activities 
of the internal audit function the acr committee has conducted a 
regular review of the effectiveness of these areas during 2012
the group has risk management compliance internal audit 
functions and other corporate and business assurance functions 
the chief compliance and risk ofﬁcer and the head of internal 
audit report to the chief executive ofﬁcer and chief financial 
ofﬁcer respectively but each has direct and regular access to the 
chairman of the group the chairman of the acr committee and 
the other members of that committee they also both attend and 
regularly present at acr committee meetings
the group’s risk management compliance and assurance strategy 
is based on a risk and control framework containing the following 
key elements
 an effective control environment
 an effective process to identify assess and manage risks
 effective internal control procedures and
 effective internal audit
financial reporting and disclosure 
internal control and the role of the 
auditors 
the board has through the acr committee established formal 
and transparent arrangements for ﬁnancial reporting external 
auditing the review of the internal control environment and of 
compliance and other risk issues the acr committee’s terms of 
reference extend to the group’s compliance and risk management 
activities as a whole including ﬁnancial operational and compliance 
controls hereafter referred to as internal controls
the acr committee has access as it may require to the group’s 
internal and external auditors throughout the year in addition to 
presentations from both on a quarterly basis any signiﬁcant 
ﬁndings or identiﬁed risks are closely examined and are reported by 
the acr committee chairman to the board with recommendations 
for action
all employees can via an independently managed global 
compliance helpline raise any concerns in any of these areas and 
any other area anonymously if they wish to the chief compliance 
and risk ofﬁcer in the strictest conﬁdence without fear of 
retaliation periodically the chief compliance and risk ofﬁcer 
provides the acr committee with a summary of concerns raised 
through various channels including through the global compliance 
helpline and other conﬁdential means and to the extent required 
the types of investigative procedures performed and any signiﬁcant 
concerns raised as a result of any followup investigation 
financial reporting and disclosure 
the board with the assistance of the acr committee has 
ultimate responsibility for the preparation of accounts and for the 
monitoring of the group’s systems of internal control the board 
strives to present a balanced assessment of the group’s ﬁnancial 
position and prospects and it endeavors to present all ﬁnancial 
scientiﬁc and other information so as to be comprehensible to 
investors the group publishes quarterly ﬁnancial reports so that its 
shareholders can monitor the group’s ﬁnancial position regularly
the group has established a disclosure committee which is 
chaired by the chief financial ofﬁcer its membership includes 
executives and senior managers from the businesses and from the 
legal ﬁnance compliance and risk functions its responsibilities 
include ensuring that all material information is disclosed to 
investors in the group’s periodic ﬁnancial reports and that such 
information is recorded summarized and reported accurately
following the enactment of the sarbanesoxley act 2002 in the 
united states the chief executive ofﬁcer and the chief financial 
ofﬁcer are required to complete formal certiﬁcations which 
conﬁrm inter alia that
 the annual report on form 10k the “form 10k” in the  
united states does not contain any material misstatements  
or omissions 
 ﬁnancial information reported in the form 10k fairly presents the 
ﬁnancial condition results of operations and cash ﬂows of the 
group 
 the chief executive ofﬁcer and the chief financial ofﬁcer are 
responsible for determining and maintaining disclosure controls 
and procedures for the purposes of ﬁnancial reporting in the 
united states  corporate governance report
46 shire plc annual report 2012
the principal focus of shire’s compliance effort is to prevent and 
detect misconduct or noncompliance with law or regulations 
through the promotion of ethical behavior through policy 
development appropriate training and monitoring or audit shire 
employees are encouraged to seek help and to report suspected 
cases of misconduct without fear of retaliation employees can do 
this conﬁdentially through management or through the global 
compliance helpline or other means concerns and allegations are 
fairly and independently investigated and appropriate disciplinary 
action is taken if warranted 
the gcrm is managed by the chief compliance and risk ofﬁcer 
who reports directly to the chief executive ofﬁcer the chief 
compliance and risk ofﬁcer regularly provides summary reports 
on the risk council and compliance activities to the acr 
committee the chief compliance and risk ofﬁcer has access at 
all times to the committee chairman which provides a mechanism 
for bypassing management should the need ever arise
effective internal control procedures
the group has a system of internal control procedures 
compliance with these procedures is monitored through a system 
of internal review and regular reports prepared by internal audit the 
group’s external auditor and other corporate and business 
assurance functions any signiﬁcant issues arising are reported to 
the acr committee 
effective internal audit
the internal review of the group’s control procedures and 
compliance with such procedures is mostly undertaken through 
internal audit the acr committee monitors and reviews the 
internal audit program considers the ﬁndings of internal audit 
reviews and management’s response to them and ensures 
efﬁcient coordination between the group’s internal and external 
auditors the group’s internal audit function comprising a mixture 
of internal and outsourced resource was operational throughout 
2012 the acr committee which is responsible for monitoring the 
activity of the internal audit function has reviewed the effectiveness 
of the internal audit function during 2012 
external auditing 
the acr committee has the primary responsibility for making a 
recommendation on the appointment reappointment and removal 
of the external auditor as well as for determining the remuneration 
of and overseeing the work of the external auditor the acr 
committee assesses at least annually the objectivity and 
independence of the external auditor taking into account relevant 
regulatory requirements the committee reviews and approves the 
annual external audit plan each year and ensures it is consistent 
with the scope of the auditor’s engagement in order to ensure that 
the independence and objectivity of the external auditor is 
maintained the committee applies a formal policy for the provision 
of nonaudit services such services are categorized as follows
 services for which the external auditor are explicitly excluded 
 services for which the external auditor can be engaged without 
prior referral to the acr committee and 
 services for which preapproval of the acr committee is 
required 
the committee also considers the fees paid to the external auditor 
and whether the fee levels for nonaudit services individually and in 
aggregate relative to the audit fee are appropriate so as not to 
undermine their independence
on an annual basis the acr committee assess the performance 
of the external audit ﬁrm based on preestablished critical success 
factors management’s opinion on the ﬁrm’s independence and 
objectivity and other key questions requiring acr committee 
consideration
effective control environment
the key elements of the group’s control environment are as 
follows 
 the board has overall responsibility to maintain the risk 
management and internal control systems and has delegated 
certain responsibilities to the leadership team andor the acr 
committee 
 a framework of board approved corporate values and code of 
ethics which sets appropriate standards of ethical behavior are 
operational throughout the group 
 the internal governance structure of the organization is well 
documented with clear reporting lines and clear limits of authority 
for different matters 
 a range of corporate policies procedures and training have been 
implemented 
 the internal audit department overseen by the head of internal 
audit carries out regular reviews of internal controls and reports 
ﬁndings to management and the acr committee
 the company also maintains other corporate and business 
assurance functions in the areas of environment health and 
safety research and development and manufacturingsupply 
chain these functions also carry out regular reviews of internal 
controls and report ﬁndings to management and
 the acr committee considers the ﬁndings of any major internal 
investigations and management’s response to them the acr 
committee reports annually to the board on the effectiveness of 
the group’s control environment 
effective identiﬁcation assessment and management of risks 
management of business risk is essential for ensuring that the 
group creates and preserves shareholder value accordingly the 
group has an ongoing process for identifying evaluating and 
managing the signiﬁcant risks that it faces this process has been 
in operation throughout the period under review and up to the date 
of signing the annual report and accounts 
the risk council which is supported by the global compliance 
and risk management department “gcrm” oversees the 
management and mitigation of the principal risks faced by the 
group the risk council comprises a number of crossfunctional 
senior managers charged with overseeing the risk management 
process and activities of the group chaired by the chief 
compliance and risk ofﬁcer the membership includes senior 
employees of the businesses plus the head of internal audit each 
business unit and corporate function must periodically review the 
signiﬁcant risks facing their businesses the functions are provided 
with a framework for use in their review this review includes 
identifying operational risks compliance risks and risks to the 
achievement of goals and objectives that review occurs twice 
annually and material risks are recorded on a corporate risk 
schedule for review and assessment of the risks and mitigation 
plans identiﬁcation of a manager with responsibility for 
management of any given risk is required 
the chief compliance and risk ofﬁcer provides the risk schedule 
to the leadership team for review and validation the risk schedule 
is then provided twice yearly to the acr committee and annually 
to the board
the risk council is assisted by the gcrm which is responsible for 
supporting the development and implementation of practices that 
facilitate employees’ compliance with laws and group policy the 
gcrm provides assistance to help employees meet high ethical 
standards and comply with applicable laws and regulations  governance
 shire plc annual report 2012  47
management’s report on internal control 
over ﬁnancial reporting
the group’s management is responsible for establishing and 
maintaining adequate internal control over ﬁnancial reporting as 
deﬁned in rules 13a to 15f promulgated under the us securities 
exchange act of 1934 the group’s internal control over ﬁnancial 
reporting is a process designed to provide reasonable assurance 
regarding the reliability of ﬁnancial reporting and the preparation of 
ﬁnancial statements for external purposes in accordance with 
generally accepted accounting principles in the us 
the group’s internal control over ﬁnancial reporting is a process 
designed by or under the supervision of the company’s chief 
financial ofﬁcer and principal ﬁnancial ofﬁcers or persons 
performing similar functions and effected by the company’s 
board management and other personnel to provide reasonable 
assurance regarding the reliability of ﬁnancial reporting and the 
preparation of ﬁnancial statements for external purposes in 
accordance with generally accepted accounting principles a 
company’s internal control over ﬁnancial reporting includes those 
policies and procedures that i pertain to the maintenance of 
records that in reasonable detail accurately and fairly reﬂect the 
transactions and dispositions of the assets of the company ii 
provide reasonable assurance that transactions are recorded as 
necessary to permit preparation of ﬁnancial statements in 
accordance with generally accepted accounting principles and that 
receipts and expenditures of the company are being made only in 
accordance with authorizations of management and directors of 
the company and iii provide reasonable assurance regarding 
prevention or timely detection of unauthorized acquisition use or 
disposition of the company’s assets that could have a material 
effect on the ﬁnancial statements
because of inherent limitations of internal control over ﬁnancial 
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
the group’s management assessed the effectiveness of internal 
control over ﬁnancial reporting based on the framework in internal 
control – integrated framework issued by the committee of 
sponsoring organizations “coso” of the treadway commission 
based on this assessment management believes that the group’s 
internal control over ﬁnancial reporting was effective as of 
december 31 2012 
the group’s independent auditor deloitte llp  an independent 
registered public accounting ﬁrm has issued an auditor’s  
report on the effectiveness of the group’s internal control over 
ﬁnancial reporting 
changes in internal control over ﬁnancial 
reporting
during the year ended december 31 2012 there were no changes 
in the group’s internal control over ﬁnancial reporting that have 
materially affected or are reasonably likely to materially affect the 
group’s internal control over ﬁnancial reporting 48 shire plc annual report 2012
directors’ remuneration report
we believe that we appropriately  
reward our high performing international 
management team for delivering strong 
sustainable performance and long term 
shareholder value
dear shareholder
on behalf of the board i am pleased to present the remuneration 
committee’s report for 2012 for which we will be seeking approval 
from shareholders at our agm in april 2013 this report which has 
been prepared in compliance with the uk companies act 2006 
and related regulations is designed to provide helpful context and 
explanation of the company’s remuneration policies and how the 
committee discharged its responsibilities in 2012
during 2012 a number of events both internal and external to 
shire inﬂuenced the committee’s agenda these provided 
opportunities to review certain remuneration policies to conﬁrm 
that our remuneration packages are able to attract top international 
talent and to ensure that the link of remuneration decisions to 
business results was transparent to shareholders these events 
included another year of strong results for the company despite 
some challenges across the pharmaceutical industry the 
announcement that our ceo angus russell will retire in 2013 and 
that dr flemming ornskov will succeed him in addition the 
committee monitored the continued public debate on executive 
pay and in particular the uk government’s proposals on improved 
remuneration reporting we have participated actively in the 
consultations managed over the past 18 months by the uk 
department for business innovation and skills and welcome 
proposals for increased transparency 
the committee’s overall approach remains unchanged we aim to 
strike a balance between remuneration that is appropriate in a 
competitive global market and the need for remuneration to be 
aligned with governance best practice and performance shire’s 
early adoption of some new disclosure rules allowed us to reinforce 
the company’s strong link of pay to performance over the past 
several years the trajectory of executive pay is aligned with 
company results and the growth of the share price thus ensuring 
that there is a fair distribution of rewards between shareholders and 
executives
context to the committee’s decisions
in making its decisions the committee considers shire’s overall 
performance including both ﬁnancial and non ﬁnancial results in 
the light of long term strategic goals shire enjoyed another strong 
year with industry leading growth and the advancement of our 
pipeline creating signiﬁcant opportunities for growth in the future 
shire’s performance during 2012 is described in detail in the chief 
executive’s review and particular ﬁnancial highlights include
 product sales up 12 to 44 billion
 non gaap ebitda
1
 up 7 to 16 billion and
 growth in adjusted return on invested capital “roic” of  
110 basis points over 2011 to 138
anne minto 
chairman of the remuneration committee
1 refer to page 129 for details of this non gaap measure governance
 shire plc annual report 2012  49
key committee decisions
the committee is conﬁdent that our pay decisions reﬂect 
performance but also demonstrate responsibility current 
arrangements continue to appropriately reward our high performing 
international management team for delivering strong sustainable 
performance and long term shareholder value the key decisions 
for 2012 are highlighted below
 continued moderation in 2012 salary increases for executive 
directors aligned with the broader employee budget of 3 
 annual and long term incentive awards for the chief financial 
ofﬁcer slightly below target against the backdrop of continued 
strong performance
 remuneration decisions in relation to the current chief executive 
ofﬁcer’s retirement from the board in 2013 in line with his 
contract and performance during his period of service no salary 
increase or long term incentive award will be made in 2013 in the 
light of his scheduled retirement
 replacement awards for forfeited annual and long term 
incentives needed to successfully recruit the incoming chief 
executive ofﬁcer designate will be delivered predominantly in 
shire shares with the timing of awards aligned with when they 
would have been received from his former employer
the committee will continue to monitor the current arrangements 
to ensure they remain aligned with shire’s strategic goals and 
shareholders’ interests
finally i would like to thank my fellow committee members and the 
members of management who support the committee for their 
commitment and hard work over the past year i would also like to 
welcome dr steven gillis who joined the committee in october 
2012 and brings with him extensive technical and scientiﬁc 
knowledge and commercial experience
on behalf of the board
anne minto 
chairman of the remuneration committee 
february 25 2013
other key accomplishments included the successful completion of 
a broad range of acquisitions licenses and collaborations for 
various target diseases and technology platforms which have 
contributed to the expansion and diversiﬁcation of shire’s 
development pipeline as well as the deﬁnition and application of 
the critical leadership capabilities required to fuel the company’s 
growth and innovation thus positioning shire to select and develop 
the most capable leaders we also spent considerable time in 2012 
on ceo succession activities to ensure an orderly transition these 
accomplishments are described in further detail later in this report
individual performance and market practice are also included in the 
committee’s assessment consistent with the approach across the 
organisation executive directors’ performance and behaviours in 
support of shire’s culture are assessed as part of the performance 
assessment framework remuneration practice is considered in 
the context of the markets in which we compete for talent both in 
terms of the geographies in which we operate with around two 
thirds of employees as well as the majority of the leadership team 
based in the us and the pharmaceutical and biotechnology sectors  50 shire plc annual report 2012
directors’ remuneration report
part a remuneration policy
1 executive director remuneration – policy table for 2013 and future years
purpose and link to strategy opportunity and operation 
fixed remuneration – base salary 
base salary recognises the market value of the role an 
individual’s skills experience and performance as well as their 
contribution to leadership and company strategy
base salary is targeted at around median of a midatlantic peer 
group which comprises a blend of us and uk companies taking 
into account scale and international complexity uk market data is 
based on other companies within the ftse 100 index excluding 
ﬁnancial services utilities and mining companies the greater 
number of comparable us companies allows further reﬁnement of 
us market data to only include companies in the pharmaceutical 
biotechnology and related sectors the exact positioning depends 
on a variety of factors such as individual experience and 
performance salary increases across the company and 
shareholder views
any signiﬁcant salary increases such as in case of executive 
directors new in role changes in responsibilities or signiﬁcant 
variance to the market will be appropriately explained
base salary is paid in cash and is pensionable and any increases 
typically take effect on january 1 each year
fixed remuneration – pension and other beneﬁts 
the company’s policy is to ensure that beneﬁts are competitive 
in the markets in which it operates
mr russell participates in the 401k plan and the supplemental 
executive retirement plan “serp” in the us the serp is an 
unfunded deﬁned contribution scheme the beneﬁts are payable as 
lump sums on leaving the company’s employment or in the event of 
death or disability the company contributes a total of 30 of  
mr russell’s annual salary to these plans in total
mr hetherington participates in a uk hmrc registered deﬁned 
contribution plan which the company operates for uk employees 
mr hetherington receives a total contribution of 25 of annual 
salary to a combination of this plan andor by way of a cash 
allowance at his election 
other core beneﬁts include a car allowance and private fuel long 
term disability and private medical insurance and personal ﬁnancial 
planning assistance these beneﬁts are not pensionable
short term variable remuneration – executive annual incentive plan 
the executive annual incentive plan “eaip” rewards individuals 
with an award based on achievement of predeﬁned 
committeeapproved corporate objectives and the individual’s 
contributions toward achieving those objectives 
key performance measures are set by the committee both in the 
context of annual performance as well as to ensure progress 
towards longer term strategic goals
90 and 80 of base salary is payable for target performance for 
the chief executive ofﬁcer “ceo” and chief financial ofﬁcer 
“cfo” respectively and up to 180 and 160 for maximum 
performance these levels are consistent with the midatlantic peer 
group described earlier in this report
75 is payable in cash nonpensionable and 25 is deferred into 
shares the cash element is paid in the ﬁrst quarter of the year 
following the performance year and the deferred shares element is 
deferred and released after a period of three years subject to the 
participant’s employment not being terminated for cause the 
release of deferred shares awarded from 2011 onwards includes 
dividend shares representing accumulated dividends governance
 shire plc annual report 2012  51
performance metrics planned changes
individual and corporate performance are factors considered 
during the annual base salary review process
following the annual review the committee made the following base 
salary decisions
2012 base 
salary
2013 base 
salary  change
angus russell 1290000 1290000 0
graham hetherington £465000 £480000 32
the committee determined that no 2013 base salary increase would 
be appropriate for mr russell given his scheduled retirement for 
mr hetherington the committee took into account a range of 
factors including market positioning individual performance the 
delivery of continued strong ﬁnancial performance and the broader 
employee budget of 3 
beneﬁts are by their nature not performancelinked there will be no private fuel provision from 2013 onwards
key performance measures are established each year in the 
context of strategic and operational priorities in determining eaip 
awards for the executive directors the committee considers 
performance against each of these key performance measures 
taking into account the impact on the company’s performance of 
strategic actions as well as the company’s response to external 
opportunities and events that could not have been predicted at 
the beginning of the year together with performance against 
personal objectives
clawback arrangements are in place for awards to cover 
situations where results are materially misstated or in the event of 
serious misconduct
the 2013 eaip will continue to use a scorecard approach with key 
performance measures supporting shire’s vision of ‘imagining and 
leading the future of healthcare for people with lifealtering 
conditions creating value for society’ executive directors’ 2013 
performance will be assessed relative to both the ﬁnancial targets 
and the strategic priorities of strengthening the commercial portfolio 
expanding the development pipeline and enhancing organizational 
effectiveness
the annual bonus funding for the organization including the  
eaip  will be determined by ﬁnancial performance as assessed 
against speciﬁc targets for product sales operating income and 
adjusted roic 52 shire plc annual report 2012
directors’ remuneration report
purpose and link to strategy opportunity and operation 
long term variable remuneration – portfolio share plan 
the performance measures for the portfolio share plan “psp” 
awards are non gaap ebitda and adjusted roic they were 
selected by the committee as it believes that growth in non 
gaap ebitda and achievement of adjusted roic above the 
weighted average cost of capital are key drivers of value creation
the combination of these two measures in a performance matrix 
is designed to reward the executive directors for delivering 
balanced growth
the committee reviews annually whether the performance 
matrix structure and performance targets remain appropriate 
and challenging taking into account analysts’ forecasts the 
industry’s outlook longrange plans strategic objectives and 
shareholder interests
psp 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 american depositary shares 
“ads” 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 conditions sar awards can be exercised up to the 
seventh anniversary of the date of grant these two types of 
award are made to ensure a balance between the emphasis on 
share price growth that the sar awards provide and the 
retentive properties of the psa awards
long term incentive awards are commonly expressed in terms of 
the face value of the underlying shares the maximum face value of 
awards for any participant under the psp rules which were 
approved by shareholders in 2008 is 600 of base salary for sar 
awards and 400 of base salary for psa awards using the value of 
shire’s shares at the time of award
within these maximum plan limits the committee has established the 
following target levels of award in face value terms for the ceo 400 
of base salary for sar awards and 300 of base salary for psa 
awards and for the cfo 300 of base salary for sar awards and 
220 of base salary for psa awards these levels are consistent with 
the midatlantic peer group described earlier in this report
each year the committee will make awards to executive directors 
of between 80 to 120 of these target levels depending on 
performance and appropriate benchmarks in doing so the 
committee gives consideration to the expected value of the award 
which enables comparison to other shire employees whose long 
term variable remuneration is determined in expected value terms 
as well as to the external market 
expected value is determined by taking into account the share price 
at the time of award applicable performance conditions and for 
sar awards a valuation calculated using the blackscholes model 
a widely accepted method of calculating the option value of these 
types of award
for new hires additional cash andor share awards are made where 
necessary to reﬂect awards forfeited on departure from previous 
employment the committee seeks to ensure that overall these are 
no more generous in terms of quantum or vesting period than the 
awards due to be forfeited with particular reference to the performance 
conditions it also seeks to ensure that the proportion of share awards 
made is at least as great as in relation to the awards forfeited governance
 shire plc annual report 2012  53
performance metrics planned changes
vesting of awards requires the achievement of non gaap ebitda 
and adjusted roic targets within a performance matrix in addition 
awards only vest if the committee determines that the underlying 
performance of the company is sufﬁcient to justify the vesting of  
the award
for the purposes of the matrix ebitda growth is deﬁned as the 
compound annual growth rate “cagr” of non gaap ebitda 
as derived from the group’s non gaap ﬁnancial results included 
in its full year earnings releases over the threeyear vesting period 
adjusted roic reﬂects the deﬁnition used by the company in its 
corporate scorecard this deﬁnition 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 ﬁnancial 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 inprocess rd 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 nonstrategic 
investments and
 taxing the resulting adjusted operating income at the underlying 
non gaap tax rate
the committee reserves the right to make adjustments to the matrix 
to reﬂect signiﬁcant onetime items which occur during the vesting 
period the committee will make full and clear disclosure of any 
such adjustments in the directors’ remuneration report together 
with the roic performance at the end of the performance period
clawback arrangements are in place for awards to cover  
situations where results are materially misstated or in the event  
of serious misconduct
for 2013 the face value of psp awards will be as set out in the table 
below the base award is one quarter of the total award made 10x 
vesting under the matrix and is payable for threshold performance 
there is nil 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 in all cases awards will only vest if the committee 
determines that the underlying performance of the company is 
sufﬁcient to justify the vesting of the award
award type
face value 
of base 
award  
threshold 
vesting  
 of 2013 
salary 
 
10x vesting 
under 
performance 
matrix
face value 
of total 
award  
maximum 
vesting 
 of 2013 
salary 
 
40x vesting 
under 
performance 
matrix
face value 
of total 
award  
maximum 
vesting 
£’000 
 
40x vesting 
under 
performance 
matrix
graham hetherington sar 73 290 £1393
psa 53 213 £1022
the committee reviewed the performance matrix and determined 
that the structure and performance measures will be retained in their 
current form for 2013 the performance targets have been adjusted 
to maintain appropriate alignment with the company’s current 
longrange plans and strategy the company’s weighted average 
cost of capital and recent broker forecasts
the performance range for ebitda growth has been adjusted from 
between 8 to 16 to between 10 and 18 and the 
performance range for adjusted roic increase has been adjusted 
from between 60 – 160 basis points per annum to 100 – 200 basis 
points per annum the resulting 2013 performance matrix is set  
out below
adjusted roic 
increase bp pa
ebitda growth cagr 20122015
10 12 14 16 18
100 10x 13x 17x 21x 25x
120 13x 16x 20x 24x 28x
140 16x 19x 24x 27x 31x
160 19x 23x 26x 31x 35x
180 22x 26x 31x 36x 40x
200 25x 30x 35x 40x 40x
for ebitda growth the non gaap ebitda in the ﬁnal performance 
year 2015 is compared to the non gaap ebitda in the reference 
year 2012 a compound annual growth rate of ebitda is then 
calculated for adjusted roic growth the adjusted roic in the  
ﬁnal performance year is compared to the adjusted roic in the 
reference year the difference between these two numbers is then 
divided by three and expressed in basis points onehundredth of a 
percentage point to give an average per annum change in roic 
basis points 54 shire plc annual report 2012
directors’ remuneration report
assessment against a balanced scorecard of key performance 
measures drives annual incentive outcomes for the executive 
directors as described earlier in the executive director policy 
table this scorecard is built around shire’s vision of ‘imagining and 
leading the future of healthcare for people with lifealtering 
conditions creating value for society’ this same scorecard is 
cascaded to each business and corporate function to ensure 
alignment with corporate goals scorecard targets are further 
cascaded to each employee through their performance objectives 
with annual incentive awards strongly differentiated based on 
individual performance through linkages with the performance 
management system a proportion of the annual incentive one 
quarter of any eaip award for the leadership team is deferred into 
shares for a threeyear period
discretionary annual equity awards are dependent on an 
employee’s level of responsibility within the company and individual 
performance phased vesting occurs over a period of three years 
with the majority vesting at the end of the threeyear period except 
for the leadership team where all of the awards vest after a 
threeyear period
2 stakeholder considerations
the committee aims to strike a balance between remuneration 
that is appropriate in a competitive global market and the need for 
remuneration to be aligned with governance best practice and 
performance in striking this balance the committee takes into 
account a variety of stakeholder considerations and some of the 
key ones are detailed below
 the committee is committed to ongoing dialogue with the 
company’s shareholder base which has a signiﬁcant 
transatlantic element this can take a variety of forms including 
meetings with major shareholders to consider signiﬁcant 
potential changes to policy or speciﬁc issues of interest to 
particular shareholder groups other dialog to update 
shareholders and take their feedback on planned reﬁnements to 
arrangements or the annual advisory vote itself on the directors’ 
remuneration report
 shire aims to ensure that maintaining a culture of compliance is 
central to everything it does it seeks to comply with all 
applicable regulations and from a remuneration reporting 
perspective continues to prepare this report in compliance with 
the uk companies act provisions that would apply were the 
company incorporated in the united kingdom in addition by 
way of commitment to emerging best practice the committee 
has updated the structure and content of this report in 
anticipation of the uk government’s draft proposals on 
remuneration reporting that are due to become effective for 
ﬁnancial years ending after october 2013
 when making remuneration decisions for 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 in addition annual 
performance for the executive directors is measured against the 
backdrop of the same organizationwide corporate scorecard 
that is cascaded across the organization finally the company 
carries out a biennial employee engagement survey which 
provides employees the opportunity to feedback their views on  
a variety of employment matters including remuneration
key stakeholder considerations 
 commitment to ongoing dialog with shareholders
 maintaining a culture of compliance
  being sensitive to pay and employment conditions  
elsewhere in the company
remuneration of other employees
the remuneration policy is made up of the guiding principles set 
out below these act as a framework for remuneration decisions 
across the company
i simple and understandable
 employees understand their impact on business performance 
and how they will be rewarded accordingly
 arrangements are practical and easily communicated
ii competitive
 packages enable the company to attract and retain 
employees with the ability to deliver the strategy for the beneﬁt 
of shareholders and other key stakeholders including patients
 overall remuneration is both costeffective and appropriate
iii strategically and culturally aligned
 arrangements are designed to support shareholder value 
creation by the delivery of sustainable performance consistent 
with the strategy and appropriate risk management
 behavior consistent with the company’s brave culture is 
expected this culture is based around the following values
a act with the highest ethical standards integrity and respect 
for others’ views and the world we live in always be mindful 
we work in a business where patients’ lives are at stake
b have the courage of your convictions challenge the status 
quo with a sense of urgency for great ideas and new 
solutions because in the lives of patients and their families 
every day matters
c exemplify trust and openness through collaboration and 
teamwork recognize that being brave is a collective and 
individual endeavor hold yourself accountable for what you 
do and what you don’t do
iv performance oriented
 plans allow for differentiation based on individual performance
 plans are linked to performance at the corporate business 
and individual level as appropriate
 remuneration arrangements provide for an appropriate 
balance between short and long term performance
 the exercise of informed discretion plays an important role in 
remuneration decisions to help avoid perverse outcomes
v valued by employees
 each element of the package is valued by employees and cost 
effective
the exact structure and quantum of individual remuneration 
packages varies by business geography role and level of 
responsibility within the company in general the proportion of 
variable remuneration in the total remuneration package increases 
with level of responsibility within the company
all employees’ base salaries are benchmarked against the 
appropriate market and in light of similar factors as described for 
the executive directors consistent with the executive directors 
the rest of the leadership team is benchmarked against a similar 
blend of us and uk companies taking into account scale and 
international complexity this recognises the global mobility of the 
senior talent pool in the pharmaceutical industry and the fact that a 
signiﬁcant majority of the leadership team are either us persons 
or based in the us retirement and other beneﬁt arrangements are 
provided to employees with appropriate consideration of market 
practice and geographical differences governance
 shire plc annual report 2012  55
3 remuneration scenarios
the remuneration package for the executive directors is designed to provide an appropriate balance between ﬁxed and variable 
performancerelated components with a signiﬁcant element of long term variable pay given the long term nature of the business in 
terms of total remuneration the company’s policy is to target at around median of the relevant market and to allow for higher pay levels 
to recognize superior performance the committee is satisﬁed that the composition and structure of the remuneration package is 
appropriate and does not incentivize undue risk taking as previously disclosed in light of best practice clawback provisions have been 
introduced in respect of incentive awards to cover situations where results are materially misstated or in the event of serious misconduct
the composition and value of the executive directors’ remuneration packages in a range of performance scenarios are set out in the 
charts below these show that the proportion of the package delivered through long term performance is in line with the long term nature 
of the business and changes signiﬁcantly across the performance scenarios as a result the package promotes the achievement of 
superior long term performance and aligns the interests of the executive directors with those of shareholders a brief description of each 
remuneration element is set out below the charts
ceo remuneration package
 base salary      pension      eaip
annual bonus     
 psp
long term incentive
0 2000 4000 6000 8000 10000
below threshold
performance 
threshold
performance 
target
performance 
stretch
performance 
value of
package
’000
 
0 20 40 60 80 100 proportion
of overall
package
below threshold
performance 
threshold
performance 
target
performance 
stretch
performance 
 base salary      pension      eaip
annual bonus     
 psp
long term incentive
cfo remuneration package
£0 £1000 £500 £1500 £2000 £2500 £3000
 base salary      pension      eaip
annual bonus     
 psp
long term incentive
value of
package
£’000
below threshold
performance 
threshold
performance 
target
performance 
stretch
performance 
 
0 20 40 60 80 100 proportion
of overall
package
below threshold
performance 
threshold
performance 
target
performance 
stretch
performance 
 base salary      pension      eaip
annual bonus     
 psp
long term incentive
performance below threshold results in no variable remuneration being payable a nil payout is shown under the executive annual 
incentive plan “eaip” for the threshold scenario target award level for the target scenario and the maximum award level for the stretch 
scenario portfolio share plan “psp” values reﬂect threshold vesting of the target award for the threshold scenario the expected value 
of the target award for the target scenario and full vesting for the stretch scenario sar awards are valued with the same blackscholes 
model that is used to determine the share based compensation cost included in the company’s consolidated statements of income
the executive directors’ remuneration package promotes the achievement of superior long term performance and aligns the interests 
of the executive directors with those of other shareholders 56 shire plc annual report 2012
directors’ remuneration report
5 service contracts and termination arrangements
the company’s policy on service contracts and termination arrangements is set out below as an overriding principle it is the company’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 contractual obligations of both parties 
as well as share plan and pension scheme rules
notice period the company’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
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 in respect of the notice period – any award is at the committee’s absolute 
discretion performancerelated 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 allows for further reduction in payments if the individual ﬁnds alternative employment 
outside of the company during the notice period
short term incentives where an executive director’s employment is terminated or an executive director is under notice of 
termination for any reason after the end of a performance year but before the payment is made the executive 
may be eligible under the relevant plan rules for an annual incentive award for that performance year subject 
to an assessment based on performance achieved over the period 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
 as a matter of policy the committee would not expect to award an annual incentive for any period not  
workedwhere services are not provided to the company by the executive
4 changes in key metrics over the year
the chart below shows how staff remuneration costs compare 
with other key ﬁnancial metrics
year on year  change 20112012
10
20
0
10
20

non gaap
ebitda
adjusted
roic
dividends 
paid
staff
remuneration
costs 
us gaap
net income
17
13
9
7
14
the non gaap measures are used by shire’s management to 
make operating decisions as they facilitate internal comparisons of 
shire’s performance to historical results and to competitors’ results 
they exclude the effect of certain cash and noncash items that 
are included in the us gaap net income ﬁgure also shown in the 
chart including certain asset impairment charges and legal and 
litigation costs the dividend ﬁgure reﬂects an increase in declared 
and paid dividends from 1333 us cents per ordinary share in 
2011 to 1532 us cents per ordinary share for 2012 the increase 
in staff remuneration costs is primarily driven by the ﬁrst full year of 
staff costs in respect of advanced biohealing being included in 
2012 as well as an increased proportion of staff in senior positions 
and a small increase in headcount
the company considers employee remuneration costs in the 
context of the general ﬁnancial 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 which for 2013 will be determined purely on 
the basis of ﬁnancial performance to underpin the relationship with 
business affordability governance
 shire plc annual report 2012  57
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 current portfolio share plan “psp” rules provide for 
unvested long term incentive awards to lapse except as set out below
 under the current 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 prorating for time
– good leaver reasons include retirement in accordance with the company’s retirement policy illhealth injury 
or disability and redundancy or in other circumstances that the committee determines
– prorating 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
 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
pension normal treatment to apply as governed by the rules of the relevant pension plan no enhancement for leavers 
will be made
change in control in relation to unvested long term incentive awards the current psp rules provide that unvested awards will 
normally only vest on a change of 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
 in the case of the contracts for mr russell and mr hetherington only if employment terminates within 12 
months of a change of control the individual will be entitled to a contractual payment of 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 in respect of termination following a change of 
control – any award is at the committee’s absolute discretion performancerelated and capped at the 
contractual maximum level
 the company’s policy is that future contracts of employment including that for dr ornskov should not 
provide additional compensation on severance as a result of change of control
the contracts for both mr angus russell and mr graham hetherington are dated july 2 2008 and provide for a notice period of  
12 months from the company and the executive director
mr angus russell is a nonexecutive director of intermune inc in respect of this position he will retain fees payable to him for his 
services during 2012 which amounted to 55000 he was also awarded 6000 options and 2500 restricted share awards over shares in 
intermune inc in respect of this position any other external appointments held by the executive directors do not attract fees 58 shire plc annual report 2012
directors’ remuneration report
6 share ownership policy
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 long term incentive plan and for the leadership team the deferral of one quarter of any eaip 
award into shares for a period of three years these remuneration elements constitute a signiﬁcant proportion of individual remuneration 
packages
the ceo cfo and other members of the leadership team are encouraged to own shares in the company equivalent to 200 150 
and 100 of base salary respectively within a ﬁveyear period following their leadership team appointment all shares beneﬁcially 
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
total shares at 
december 31 
2012 
 of 2012 
salary
shares at december 31 2012 sarsoptions at december 31 2012
conditional conditional
security type
1
total shares at 
december 31 
2012
shareholding 
guideline  
 of 2012 
salary beneﬁcial
subject to 
performance 
psa awards
subject to 
deferral only 
eaip awards vested
subject to 
performance 
sar awards
subject to 
deferral only
matthew emmens
2
ads 6290
––
6290–––––
ordinary shares 92874 92874–––––
angus russell ads 14322
736 200
– 157188 14322 – 216603 –
ordinary shares 261991 261991–––––
graham hetherington ordinary shares 61977 262 150 38352 200373 23625 – 273241 –
david kappler ordinary shares 10000 – – 10000–––––
anne minto ordinary shares 2228 – – 2228–––––
1 one ads is equal to three ordinary shares
2 mr emmens’ beneﬁcial interests include 417 adss held by his partner
3 mr burns dr gillis dr ginsburg ms kilsby and mr stout hold no interests in the share capital of shire plc
4 there were no changes in shareholdings in the period from december 31 2012 and february 15 2013
the company also operates broadbased share plans sharesave plan in the uk and an employee stock purchase plan 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 satisﬁed either by market purchased shares 
which are held in an employee beneﬁt trust or the issue of new shares within the limits agreed by shareholders when the plans were 
approved these limits comply with the association of british insurers’ guidelines which require that no more than 10 of a company’s 
issued share capital may be used for employee share plans in any 10year period within the 10 limit up to 5 may be used for 
discretionary employee share plans under these guidelines
employee share ownership is an important means to support alignment of employee interests with those of shareholders
7  nonexecutive directors and the chairman
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 non
executive directors are not entitled to compensation for loss of ofﬁce
details of the letters of appointment and length of service for each nonexecutive director are as follows
director
1
date of current letter of 
appointment expiry of current term
matthew emmens june 18 2012 june 17 2014
david kappler april 5 2012 april 4 2014
william burns march 15 2012 march 14 2014
dr steven gillis october 1 2012 september 30 2014
dr david ginsburg june 16 2012 june 15 2014
susan kilsby september 1 2011 august 31 2013
dr jeffrey leiden
2
january 1 2012 na
anne minto june 16 2012 june 15 2014
david stout october 31 2011 october 30 2013
1 all nonexecutive directors are subject to a threemonth notice period
2 dr jeffrey leiden stepped down from the board on january 31 2012  governance
 shire plc annual report 2012  59
the nonexecutive directors are not eligible to join the group’s pension scheme nonexecutive directors do not participate in any of the 
group share plans or other employee beneﬁt schemes with the exception of the chairman who is provided with private family medical 
coverage to which both he and the company contribute and no options have been granted to nonexecutive directors in their capacity 
as nonexecutive directors of shire plc the fees paid to the chairman and nonexecutive directors are not performancerelated
fees are determined by the executive directors and the chairman with the exception of the chairman’s fee which is determined by the 
committee fees are benchmarked against chairman and nonexecutive director fees of a blend of us and uk companies similar to 
those used for benchmarking the executive directors
each nonexecutive director is paid a fee for serving as a nonexecutive director additional fees for membership or chairmanship of the 
audit compliance  risk remuneration nomination and science  technology committees the chairman receives an inclusive fee 
travel allowances are made for transatlantic trips made for board meetings
details of fees levels for 2012 and 2013 are set out in the table below taking into account market movements based on independent 
data provided by pricewaterhousecoopers llp and the need to be able to attract high quality appropriately qualiﬁed people it was 
agreed to increase the fee levels as set out below in addition it was decided that the nonexecutive directors will from january 1 2013 
receive 25 of their total fees in the form of shares given his signiﬁcant shareholding in shire the chairman will continue to receive his 
fee in the form of cash only
annual fees
1
2012 fees 2013 fees
board membership
chairman of the board inclusive of all committees £370000 £390000
deputy chairman and senior independent nonexecutive director inclusive of nonexecutive director fee £92500 £98000
nonexecutive director £80000 £86400
committee membership
audit compliance  risk committee chairman £20000 £20000
remuneration committee chairman £15000 £18000
science  technology committee chairman £15000 £15000
nomination committee chairman £12500 £12500
audit compliance  risk committee member £10000 £10000
remuneration committee member £7500 £9000
science  technology committee member £7500 £7500
nomination committee member £5000 £5750
1 nonexecutive directors receive a £5000 travel allowance for each transatlantic trip made for board meetings
details of the fees received during 2012 are set out in the audited table below
board member
audit 
compliance  
risk 
committee fee
travel 
allowance
remuneration 
committee
nomination 
committee
science  
technology 
committee
total  
2012 fees
total
2011 fees
1
matthew emmens
2
£380135 £15000 – – – – £395135 £405543
david kappler £92500 £10000 – £20000 £12500 – £135000 £141345
william burns
3
£80000 £10000 £7500 – £5000 £6712 £109212 £100315
dr steven gillis
4
£20000 £5000 £1875 – – £1875 £28750 –
dr david ginsburg £80000 £15000 – – – £7500 £102500 £103019
susan kilsby
5
£80000 £10000 – £10000 – – £100000 £40000
dr jeffery leiden
6
£6667 – £625 – £417 £1250 £8958 £131162
anne minto
7
£80000 £10000 £15000 – £4474 – £109474 £105504
david stout
8
£80000 £15000 £7500 £10000 – – £112500 £109107
1 fees paid in 2011 include amounts paid resulting from the incorrect tax treatment of travel allowances in 2009 and 2010
2 mr emmens’ 2011 and 2012 fees include private medical insurance
3 mr burns was appointed as a member of the nomination committee on july 27  2011 and as a member of the science  technology committee on february 8 2012
4 dr gillis was appointed as a nonexecutive director and as a member of the remuneration committee and the science  technology committee on october 1 2012
5 ms kilsby was appointed as a nonexecutive director and a member of the audit compliance  risk committee on september 1 2011
6 dr leiden stepped down from the board and as a member of the remuneration committee the nomination committee and as chairman of the science  technology 
committee on january 31 2012
7 ms minto was appointed as a member of the nomination committee on february 8 2012  
8 mr stout was appointed as a member of the remuneration committee on july 27  2011 60 shire plc annual report 2012
part b remuneration implementation 
8 remuneration committee
terms of reference
to ensure reward arrangements support the company’s payforperformance philosophy strategy and culture the committee reviews 
compensation and beneﬁt plans for the executive directors senior leadership ie leadership team members and the broader 
employee population in december 2012 the committee reviewed its terms of reference and conﬁrmed that they remain appropriate the 
annual performance evaluation of the board and its committees was externally facilitated in 2012 and concluded that the board and all 
its committees were functioning strongly in accordance with good corporate governance
membership
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 year
committee member
member throughout  
2012
number of 
meetings
 attended
1
anne minto chairman yes 8
william burns yes 8
dr steven gillis
2
from october 1 2012 3
dr jeffrey leiden to january 31 2012 na
david stout yes 8
1 the committee met on eight occasions during 2012 three of which were unscheduled meetings
2 dr gillis attended all the meetings he was eligible to attend
the chairman and the ceo attend meetings of the committee by invitation but neither is present in any discussions relating to their own 
remuneration
advisors
in discharging its responsibilities in 2012 the committee was materially assisted by joann verderese vice president total rewards and 
ann judge chief human resources ofﬁcer
the committee has access to external advice as required following a formal review of their appointment in early 2012 
pricewaterhousecoopers llp “pwc” was reappointed by the committee as the independent external advisor to the committee  
pwc also provided global consultancy services to the company in 2012 primarily in respect of tax matters pwc is a member of the 
remuneration consultants’ group which operates a code of conduct in relation to executive remuneration consulting in the uk
2012 remuneration committee activities
in 2012 the committee discussed the key agenda items set out in the following table
key agenda items
 assessment of company performance against the 2011 annual bonus funding scorecard
 approval of 2011 performance and remuneration decisions for the ceo cfo and oversight of the rest of the leadership team 
 determination of the vesting percentage of the 2009 awards granted under the psp for executive directors 
 approval of the 2012 annual bonus funding scorecard objectives and key performance indicators
 approval of the 2012 performance matrix for psp awards to executive directors
 approval of the 2011 directors’ remuneration report
 consideration of trends in executive remuneration and corporate governance developments
 consideration of proposals from the uk government’s department for business innovation and skills
 review of shareholder and proxy advisory ﬁrm feedback on the 2011 directors’ remuneration report
 approval of annual offerings of sharesave and employee stock purchase plans “espp” awards
 approval of retirement and joining arrangements for the outgoing ceo and incoming ceo designate
 review of the 2012 year end compensation process and budgets for all employees
 preliminary discussion of 2012 performance and remuneration decisions for the ceo cfo and the rest of the leadership team 
including peer group review
 preliminary review of the 2013 performance matrix for psp awards to executive directors
 preliminary review of the 2013 annual bonus funding scorecard
 review of the chairman’s fees
 review of ceo cfo and the rest of the leadership team’s shareholdings and
 review of the committee’s terms of reference
directors’ remuneration report governance
 shire plc annual report 2012  61
shareholder context for the committee’s activities
the table below shows how shareholders voted on the advisory vote in relation to the 2011 directors’ remuneration report at the 2012 
agm as a percentage of votes cast together with the percentage of the shareholder base that abstained this endorsement of the 
current remuneration approach informed the committee’s activities and decision making in 2012
for as  of 
votes validly 
cast
against as  
of votes validly 
cast
abstentions as 
 of issued 
share capital
votes 9839 161 032
abstentions are not a vote in law and are not counted in the calculation of the proportion of votes validly cast
98 of shareholder votes cast at last year’s agm were in support of the 2011 directors’ remuneration report
9 2012 remuneration for the executive directors
summary of 2012 remuneration – audited
base salary
’000
pension 
contributions 
’000
other beneﬁts 
’000
eaip –
 cash 
element 
’000
eaip –
 deferred 
share element 
’000
subtotal 
’000
psp –
 vesting
 value 
’000
2012 total 
’000
2011 total 
’000
angus russell 1290 387 88 845 281 2891 9033 11924 17332
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
graham hetherington 465 116 21 270 90 962 2341 3303 4060
in both 2011 and 2012 performancebased remuneration constituted the signiﬁcant majority of total remuneration
mr russell’s remuneration which is paid through the us payroll is reported in us dollars
base salary base salary corresponds to the amounts received during the year
pension  
contributions
mr russell receives a contribution of 30 of base salary into company plans and mr hetherington receives a 
contribution of 25 of base salary into company plans andor by way of a cash allowance in 2012 mr hetherington 
received his total pension contribution as a cash allowance
other beneﬁts other beneﬁts include car allowance and private fuel personal ﬁnancial planning assistance long term disability and 
life cover and private medical insurance the 2011 ﬁgure for mr russell has been restated to include payments in 
relation to personal ﬁnancial planning assistance and life cover which should have been disclosed in 2011
eaip as a result of corporate and individual performance the committee approved an eaip award of 87 of base  
salary of 180 maximum for mr russell and an eaip award of 77 of base salary of 160 maximum for  
mr hetherington 25 of each of these awards is deferred in shares for a further three years
psp the value reﬂects maximum vesting under the 2010 performance matrix that was set on grant this in turn reﬂects 
the company having achieved compound annual ebitda growth of 164 and an increase in roic of 193 basis 
points per annum from 87 to 145 over the performance period together with a 26 increase in the ordinary 
share price and a 35 increase in the ads price since the grant date the vesting values were calculated using the 
average share price over the last quarter of 2012 
total in both 2011 and 2012 the totals were signiﬁcantly impacted by share price growth between the psp grant and 
vesting dates this alignment with shareholders and the signiﬁcant 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
in relation to 2012 stock price growth on the 2010 psp awards from 6491 to 87 95 the average ads price over 
the last quarter of 2012 and from £1443 to £1823 the average ordinary share price over the last quarter of 2012 
accounts for 35 of the total remuneration ﬁgure for mr russell and 27 of the total for mr hetherington
the 2011 total reﬂects full vesting under the two relative tsr performance targets that were set on grant for the 
2009 psp awards the company having achieved a ranking of 8th among the ftse 100 excluding ﬁnancial 
institutions and 3rd among its international pharmaceutical group together with a 155 increase in the share price 
since the grant date this share price growth from £883 to £2252 accounts for 65 of the 2011 total remuneration 
ﬁgure for mr russell and 59 of the total for mr hetherington the vesting values were calculated using the closing 
midmarket share price on the date of vesting february 20 2012 mr russell’s 2009 award was granted over 
ordinary shares the pound sterling vesting value was translated into us dollars at the closing exchange rate on  
the vesting date £115851  62 shire plc annual report 2012
directors’ remuneration report
2012 executive annual incentive plan
for 2012 corporate objectives were established in a scorecard format with key performance measures grouped under financial 50 
weighting and non financial 50 weighting dimensions these objectives and key performance measures are directly aligned with the 
strategy and key performance measures set out on pages 10 and 14 to 15 of this report the targets were set by the committee both in 
the context of annual performance as well as to ensure progress towards longer term goals
financial 50 non financial 50
 achieving net product sales targets
 achieving non gaap ebitda targets and
 achieving adjusted roic targets
key performance measures designed to focus on each of the 
following
 strengthening the commercial portfolio over 20122015
 expanding the development pipeline portfolio and
 enhancing the leadership capabilities in the organization
for 2012 the company’s key achievements included the following
 revenues from net product sales in 2012 were up 12 to 44 billion driven by strong growth from the group’s product sales 
including vyvanse up 28 to 1030 million vpriv up 20 to 307 million intuniv up 29 to 288 million and firazyr up 
252 to 116 million
 non gaap ebitda increased by 7 during 2012 as we invested in our promising pipeline leading to total operating expenses 
increasing at a slightly higher rate than total revenues research and development expenditure was up 16 particularly due to 
investment in new uses for lisdexamfetamine dimesylate and spd602 for iron overload the effect of higher research and 
development expenditure was moderated by a lower rate of increase in selling general and administrative expenditure up 7
 adjusted roic grew by 110 basis points in 2012 over 2011 due to higher product sales up 12 an improved tax rate and continued 
operating leverage
 the company’s operating model emphasizes growth being achieved both organically and through acquisitions to enhance the 
diversity of future growth sources measures of performance in 2012 include
– approval by the fda of vyvanse for the maintenance treatment of adhd in adults
– a positive outcome from the european decentralised procedure for elvanse marketed as vyvanse in the us
– approval of dermagraft in canada for the treatment of diabetic foot ulcers
– approval of fosrenol through the european decentralised procedure for an oral powder formulation of fosrenol
 the company has successfully completed a range of acquisitions licenses and collaborations for various target assets and 
technology platforms which have contributed to the expansion and diversiﬁcation of shire’s development pipeline transactions 
completed in 2012 include
– acquisitions ferrokin biosciences inc iron  acitinide chelation and substantially all the assets of pervasis therapeutics inc 
arteriovenous access
– licenses us rights to prucalopride marketed in certain countries in europe as resolor for the symptomatic treatment of 
chronic constipation certain novel adenosine a2a antagonist compounds from heptares therapeutics ltd being considered as 
candidates for central nervous system disorders and proteasebased therapies from igan biosciences inc iga nethropathy
– collaborations sangamo biosciences inc zinc ﬁnger dnabinding protein technology argenx bv therapeutic antibody 
treatments tigem gene therapy research and boston children’s hospital research in rare diseases
 in 2012 shire deﬁned the critical leadership capabilities required to fuel the company’s growth and innovation while differentiating 
shire leaders from their competitors with this foundation leaders from across the organization were assessed against the 
capabilities and individualized development plans were executed shire continued to strengthen the leadership pipeline by 
incorporating the assessment of leadership capabilities into selection and promotion practices across the company by comparing 
potential hires against common criteria the company is better positioned to ensure the most capable leaders are selected
in determining 2012 eaip awards for the executive directors the committee considered performance against the key performance 
measures including the achievements set out above as well as performance against personal objectives the committee approved the 
awards set out in the following table
2012 eaip award amount
 of 2012 
base salary
 of target 
opportunity
 of maximum 
opportunity
angus russell 1126000 87 97 48
graham hetherington £360000 77 97 48 governance
 shire plc annual report 2012  63
long term incentive awards vesting in 2013
the performance period for the 2010 psp awards to the executive directors ended on december 31 2012 with vesting in march 2013
as previously disclosed the committee reserves the right to make adjustments to the performance conditions to reﬂect signiﬁcant one 
off items which occur during the performance period recognising the need to exercise discretion in an informed and prudent manner 
the committee has committed to make full and clear disclosure of any such adjustments together with the roic performance achieved 
at the end of each performance period
in respect of the 2010 psp awards the committee carried out a comprehensive review of potential adjusting events against the following 
guidelines which were agreed in advance of the start of the performance period
 the event results from a strategic action that has a short term impact on roic or ebitda growth but is in the long term interest of 
shareholders or the event was external and results in a signiﬁcant change to the company’s operating environment
 the event is a one off as opposed to recurring in nature
 the event is “signiﬁcant” which is deﬁned by reference to its impact on ebitda relative to a materiality threshold and
 the event was not taken into account when the performance matrix was set
in light of the above the committee determined that two adjustments would be appropriate
1 to exclude the impact of the acquisition of advanced biohealing which had a short term negative impact on ebitda and roic 
performance in 2012 this strategic acquisition has led to the creation of the new regenerative medicine business unit the abh 
business provides a platform based on tissue generation using cell based therapies that complements shire’s specialty focus and 
biologics manufacturing capabilities in addition abh’s marketed product dermagraft treats a symptomatic condition in a growing 
and underpenetrated market served by specialist physicians ﬁtting well with shire’s product portfolio and
2 to exclude the impact of the japanese tsunami on fosrenol sales in that market which beneﬁted shire’s ebitda and roic 
performance in 2012 the company’s royalty and licensing revenue for fosrenol beneﬁted from increased sales made by the 
company’s partner in japan following the tsunami which disrupted a key competitor’s supply chain
the committee considered these adjustments appropriate following a full review the committee noted that these adjustments did not in 
fact result in a change in the vesting outcome under the performance conditions applicable to the 2010 psp awards either individually or 
taken together
the table below sets out a summary of the performance conditions performance against these conditions as well as an estimate of the 
resulting gross vesting value this estimate is on the basis of an average share price over the last quarter of the ﬁnancial year given the 
2010 psp awards 20102013 performance period vest following the date of this report it is these estimated values that are included in 
the 2012 summary remuneration table on page 61 this approach is in accordance with the uk government’s draft remuneration 
reporting regulations issued in 2012
2012 psp awards performance conditions performance outcome
resulting 
vesting 
’000
angus russell 
performance matrix –
details set out below
40x vesting multiplier based on
– 164 cagr in ebitda and 
– 193 bp pa increase in roic from 87 to 145  
between 2009 and 2012
9033
graham hetherington £2341
adjusted roic
increase bp pa
ebitda growth cagr 20092012
8 10 12 14 16
10 10x 13x 17x 21x 25x
20 13x 16x 20x 24x 28x
40 16x 19x 24x 27x 31x
60 19x 23x 26x 31x 35x
80 22x 26x 31x 36x 40x
100 25x 30x 35x 40x 40x
the performance matrix for the 2010 psp awards was based on achievement of stretching roic and ebitda targets set in 200910 in 
respect of the full vesting of the award made 40x vesting under the matrix the committee noted not only the very strong roic and 
ebitda performance against these targets but also shire’s ordinary share price growth of 26 and ads price growth of 35 from the 
grant date 64 shire plc annual report 2012
directors’ remuneration report
10 pay for performance linkage
the chart below shows the correlation between ceo pay and performance over time
ceo pay for performance linkage
10000
8000
14000
12000
18000
20000
16000
250
2000
4000
6000
125
100
175
150
225
200
25
50
75
remuneration
000s
index
2008  100
0 0
2009 2010 2011 2012 2008
 fixed pay      eaip annual bonus      psp vesting value total remuneration      tsr tsr total shareholder return
the company’s tsr performance over the period is calculated as the change indexed between the fourth quarter tsr in the relevant 
year and the base year this includes a share price increase of 59 in the ordinary shares and 72 in the adss over the 20082012 
period the difference being primarily due to exchange rate movements 
total remuneration is calculated on the same basis as the 2012 remuneration summary in the previous section in particular this includes 
the value of long term incentives that vest following the end of each ﬁnancial year including accrued dividends these are valued using 
the share price at the date of vesting or for the 2012 ﬁgures only using an average share price over the last quarter of the ﬁnancial year 
given the 2010 psp awards 20102013 performance period vest following the date of this report these calculations are based on the 
methodology outlined in the uk government’s draft remuneration reporting regulations issued in 2012 
the reduction in ceo pay from 2011 is largely driven by a decrease in the long term incentive vesting value reﬂecting the share price 
decrease between the 2011 and 2012 long term incentive vesting dates this is consistent with the remuneration policy which ensures 
that a signiﬁcant proportion of the remuneration package is made up of long term variable pay delivered in equity the pay for 
performance linkage and shareholder alignment is further enhanced by the operation of the company’s share ownership guidelines see 
the share ownership section on page 58 for details of these shareholdings
1 1 other remuneration decisions
retirement arrangements for angus russell
as announced on october 25 2012 mr russell is due to relinquish his responsibilities as chief executive ofﬁcer and retire from the 
board of the company on april 30 2013 after 13 years of service while full disclosure surrounding mr russell’s retirement 
arrangements is not required before departure in line with the committee’s policy of transparency with shareholders it was felt 
appropriate to disclose the terms in this report 
on leaving the company mr russell will receive a contractual payment of approximately 880000 in lieu of the remainder of the 
contractual notice period representing approximately 6 months’ base pay pension and other contractual beneﬁts mr russell will be 
entitled to a prorated bonus subject to the assessment of performance in respect of that part of 2013 during which he is chief executive 
ofﬁcer the committee also determined that there should be no bonus award relating to the contractual notice period beyond april 30 
2013 being the date on which mr russell will cease employment with shire 
under the rules of the performance share plan approved by shareholders in respect of a retiree unvested share awards vest on 
retirement on a pro rata basis and subject to the assessment of performance against the relevant performance conditions as measured 
up to date of retirement this treatment will be applied to mr russell’s outstanding grants the rules relating to retirement will also be 
applied in respect of all unexercised sar awards previously granted to mr russell under the psp  which require the options to be 
exercised within 12 months of retirement those elements of mr russell’s annual bonus 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
the retirement arrangements are consistent with our policy on termination arrangements governance
 shire plc annual report 2012  65
in terms of mr russell’s retirement beneﬁts he will be entitled to a distribution or rollover of his vested shire us 401k plan account 
balance and a distribution of his serp account balance and will be eligible to withdraw funds from his deferred uk pension due to  
his early retirement these distribution options are in accordance with the rules of the relevant plan without any form of enhancement 
being made
these arrangements are consistent with our policy on termination arrangements set out earlier in this report in addition the committee 
determined that no 2013 base salary increase or 2013 psp grant would be appropriate given mr russell’s scheduled retirement
remuneration arrangements for flemming ornskov
the committee considered in detail the remuneration arrangements for dr ornskov to ensure that they were in the best interests of the 
company and its shareholders and appropriate to secure his appointment to shire 
on appointment to chief executive dr ornskov’s remuneration will comprise an annual base salary of 1200000 this is below the 
current incumbent’s salary and the median for comparable roles within the identiﬁed midatlantic peer group in line with our 
remuneration policy his salary will be moved towards the median for comparable roles over time subject to satisfactory performance 
the annual bonus opportunity for the 2013 performance year will be 180 of base salary at maximum and 90 of base salary at target 
in line with the current chief executive ofﬁcer level the psp award to be made in 2013 will be consistent with the policy for the chief 
executive ofﬁcer in respect of both quantum and performance conditions dr ornskov will also be expected to build up a signiﬁcant 
shareholding in line with shire’s remuneration policy for executive directors and will also be eligible for retirement and other beneﬁts 
consistent with his role
dr ornskov joined the board and the company on january 2 2013 there will be a handover period until the agm in april to ensure a 
smooth transition prior to mr russell’s retirement during this period dr ornskov will be subject to transitional remuneration 
arrangements before formally taking over the role of chief executive and will receive an annual salary of 900000
the committee sought to structure these replacement awards such that overall they were no more generous in terms of quantum or 
vesting period than the long term incentives due to be forfeited
dr ornskov will be entitled to the following cash and equity grants to reﬂect the awards forfeited by him on his departure from his 
previous employment in determining quantum and structure of these commitments the committee sought to replicate the fair values 
and timing of the compensation foregone in line with best practice to replace cash payments foregone he will receive an award of 
450000 in cash payable in april 2013 and an award of restricted stock of 1400000 released after two years subject to continued 
employment despite the corresponding payments being due to be paid in cash in 2013 by his previous employer the committee 
considered it would be appropriate to deliver the signiﬁcant majority of the value in shire deferred shares which would not be released  
for two years together with shares representing accumulated dividends and will be subject to continued employment for this time  
this will also support dr ornskov building up a signiﬁcant shareholding to align his interests with those of other shareholders in addition 
dr ornskov will be eligible to receive psp awards with an aggregate expected value of 925000 to replace equity awards foregone 
which will vest on the third anniversary of grant subject to the 2013 performance matrix as set out earlier in this report and his  
continued employment with shire
the committee considered these arrangements in detail and sought to structure these replacement awards such that overall they were 
no more generous in terms of quantum or vesting period than the long term incentives due to be forfeited with particular reference to the 
performance conditions applied to the award the committee aimed to ensure that they were in the best interests of shareholders and 
appropriate to secure dr ornskov’s appointment to shire
dr ornskov will also be eligible for certain temporary living expenses in advance of his permanent relocation to the united states at which 
point he will be eligible for relocation assistance in line with the same policy applicable to senior executives across the organization 66 shire plc annual report 2012
directors’ remuneration report
12 outstanding long term incentive awards
the interests of each director under the psp and eaip are set out on page 67  further detail in relation to awards made in 2012 and 
vesting in 2012 are set out below
long term incentive awards made in 2012
for 2012 as previously disclosed the face value of psp awards were as set out in the table below the base award is one quarter of the 
total award made 10x vesting under the matrix and is payable for threshold performance with nil 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 in addition awards only vest if the committee determines that the underlying performance of the company is sufﬁcient to 
justify the vesting of the award
2012 psp awards award type
face value of base 
award  threshold 
vesting 
 of 2012 salary 
 
10x vesting under 
performance matrix
face value of total 
award  maximum 
vesting 
 of 2012 salary 
 
40x vesting under 
performance matrix
face value of total 
award  maximum 
vesting 
’000 
 
40x vesting under 
performance matrix
angus russell
sar 98 391 5044
psa 74 294 3783
graham hetherington
sar 66 265 £1231
psa 49 195 £903
as previously disclosed the 2012 performance matrix is set out below the same deﬁnitions and measurement approach applies as set 
out in the earlier policy section of this report
adjusted roic
increase bp pa
ebitda growth cagr 20112014
8 10 12 14 16
60 10x 13x 17x 21x 25x
80 13x 16x 20x 24x 28x
100 16x 19x 24x 27x 31x
120 19x 23x 26x 31x 35x
140 22x 26x 31x 36x 40x
160 25x 30x 35x 40x 40x
long term incentive awards vesting in 2012
the 2009 psp awards to the executive directors vested in february 2012 the table below sets out a summary of the performance 
conditions performance against these conditions as well as the resulting gross vesting value using the share price on the vesting date
2009 psp awards performance conditions performance outcome
resulting 
vesting ‘000
angus russell
relative total shareholder return 
“tsr” measured against two 
comparator groups namely ftse 
100 constituents excluding ﬁnancial 
institutions and a group of 
international companies from  
the pharmaceutical sector
the company’s tsr was 1396 for the threemonth 
averaging period which placed it 8th among the ftse 100 
excluding ﬁnancial institutions and 3rd among its 
international pharmaceutical comparator group
as previously disclosed this resulted in a vesting of 100 of 
the award reﬂecting the strong share price performance of 
the company over the period from £883 to £2252
£9127
graham hetherington £3088
13 supplemental information
performance graph
the graph opposite sets out the company’s tsr performance for 
ﬁve years ending december 31 2012 comparing the tsr 
performance of a hypothetical £100 holding of shire plc’s shares 
with that of a holding of shares in the ftse 100 index
the company is a member of the ftse 100 index and 
consequently for the purpose of the graph set out opposite the 
ftse 100 index has been selected as the appropriate index
fiveyear historical tsr performance 
change in value of a hypothetical £100 holding over ﬁve years
rebased to 
100gbp
40
2009 2010 2011 2012 2007 2008
 shire      ftse 100
240
200
80
120
160 governance
 shire plc annual report 2012  67
directors’ interests under long term plans for executive directors
psa and sar awards under the portfolio share plan and deferred share awards under the executive annual incentive plan which were 
outstanding awarded lapsed or exercised during the year are set out in the audited table below
award type
1
date of  
award
at jan 1 
2012
maximum 
shares
awarded
23
dividend
shares
4
lapsed
exercised  
released
at dec 31 
2012
share  
price on  
award date 
exercise 
price
5
share  
price on  
date of 
exercise
release
normal exercise 
periodvesting 
date
angus russell
7
sar jun 18 2008 108721––– 108721 – £813 £2252 jun 18 2011 to 
jun 18 2013
sar feb 20 2009 295580––– 295580 – £883 £1946 feb 20 2012 to 
feb 20 2014
psa feb 20 2009 221685 – 3897 – 225582 – £883 £2252 feb 20 2012 
eaip mar 31 2009 37814––– 37814 – £863 £2039 mar 31 2012
sar ads mar 01 2010 105616–––– 105616 6491 – mar 01 2013 to 
mar 01 2017
psa ads mar 01 2010 73948–––– 73948 6491 – mar 01 2013
eaip ads mar 31 2010 7421–––– 7421 6601 – mar 31 2013
sar ads feb 28 2011 63126–––– 63126 8379 – feb 28 2014 to 
feb 28 2018
psa ads feb 28 2011 47344–––– 47344 8501 – feb 28 2014
eaip ads mar 31 2011 3994–––– 3994 8703 – mar 31 2014
sar ads feb 28 2012 – 47861––– 47861 10550 – feb 28 2015 to 
feb 28 2019
psa ads feb 28 2012 – 35896––– 35896 10553 – feb 28 2015
eaip ads mar 30 2012 – 2907––– 2907 9475 – mar 30 2015
graham hetherington
sar feb 20 2009 100000––– 100000 – £883 £2252 feb 20 2012 to 
feb 20 2014
psa feb 20 2009 75000 – 1318 – 76318 – £883 £2252 feb 20 2012 
eaip mar 31 2009 9007––– 9007 – £863 £2039 mar 31 2012
sar mar 01 2010 134814–––– 134814 £1443 – mar 01 2013 to 
mar 01 2017
psa mar 01 2010 98864–––– 98864 £1443 – mar 01 2013
eaip mar 31 2010 12569–––– 12569 £1454 – mar 31 2013
sar feb 28 2011 82873–––– 82873 £1723 – feb 28 2014 to 
feb 28 2018
psa feb 28 2011 60769–––– 60769 £1741 – feb 28 2014
eaip mar 31 2011 6504–––– 6504 £1811 – mar 31 2014
sar feb 28 2012 – 55554––– 55554 £2222 – feb 28 2015 to 
feb 28 2019
psa feb 28 2012 – 40740––– 40740 £2216 – feb 28 2015
eaip mar 30 2012 – 4552––– 4552 £2020 – mar 30 2015
1 awards are over ordinary shares except where the award type is marked as an ads award 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 in 2010 2011 and 2012 are adjusted roic and non gaap ebitda further information on the 2010 and 
2012 performance matrices can be found on pages 63 and 66 respectively the same performance matrix operated for both 2010 and 2011 sar and psa awards
4 in accordance with the plan rules the vested psa awards have been increased to reﬂect the dividends paid by shire in the period from the grant date to the vesting date 
5 the exercise price for sar awards granted in 2012 is equal to the threeday average up to and including the date of award of the closing midmarket share price the exercise 
price for sar awards granted prior to 2011 is the closing midmarket share price on the date of award  
6 as previously disclosed the company moved to calculating the number of psa and sar awards using an approach based on the average threeday closing midmarket share 
price at the time of grant for the awards made in 2010 and subsequently rather than an average closing midmarket share price over the prior twelve month period which had 
historically been applied
7 on november 1 2012 mr russell was granted an option over adss pursuant to the shire employee stock purchase plan mr russell elected to save 48076 per fortnight the 
option price is the lower of 85 of the fair market value of an ads on november 1 2012 and 85 of the fair market value of an ads on the exercise date october 31 2013
 
the market price of the company’s ordinary shares at december 31 2012 was £1887 and the range during the year was £17 27 to 
£2300 the market price of the company’s adss at december 31 2012 was 9218 and the range during the year was 8245 to 
10820
approval
this report was approved by the board of directors on february 25 2013 and signed on its behalf by
anne minto 
chairman of the remuneration committee 68 shire plc annual report 2012
and in the financial review the ﬁnancial position of the group its 
cash ﬂows liquidity position and borrowing facilities are described 
in the liquidity and capital resources section of the financial 
review the financial review also includes information concerning 
the group’s objectives policies and processes for managing 
capital its ﬁnancial risk management objectives details of its 
hedging activity and its exposures to credit risk and liquidity risk 
details of the group’s ﬁnancial instruments are disclosed in note 20 
to the consolidated ﬁnancial statements
shire’s balance sheet includes 14822 million of cash and cash 
equivalents at december 31 2012 substantially all of shire’s debt 
relates to its 1100 million 275 convertible bonds which mature 
in 2014 in addition shire has committed multicurrency revolving 
and swingline facilities of 1200 million which mature in 2015 and 
are currently undrawn the “rcf”
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 ﬁnancial statements
purchase of own shares
shire has a strong balance sheet and continued robust cash 
generation and considers efﬁcient use of capital on behalf of 
shareholders an important objective therefore during the year the 
company commenced a share buyback program for the purpose 
of returning funds to shareholders of up to 500 million through 
both direct purchases of ordinary shares and through the purchase 
of ordinary shares underlying american depositary receipts 
“adrs” the purchases have been made through an independent 
third party who makes its trading decisions independently of and 
uninﬂuenced by the company the independence of the third party 
enables the company to continue to purchase ordinary shares 
including ordinary shares underlying adrs during close periods 
and other prohibited periods should they arise the shares 
purchased to date are held as treasury shares
during the year ended december 31 2012 the company made 
onmarket repurchases totaling 3631571 ordinary shares at a 
cost of 1064 million excluding transaction costs this represents 
065 of the issued share capital of the company as at the year 
end ordinary shares purchased can be canceled or held as 
treasury shares in accordance with the authority renewed by 
shareholders at the company’s annual general meeting “agm” 
on april 24 2012 when the company was authorized to make 
market purchases of up to 56253208 of its own ordinary shares 
that authority will expire at the 2013 agm and in accordance with 
usual practice a resolution to renew it for another year will be 
proposed 
directors’ interests in material contracts
other than the insuranceindemnity provisions disclosed under 
“directors’ liability insurance and indemniﬁcation” below none of 
the directors had a material interest in any contract of signiﬁcance 
to which the company or any of its subsidiary undertakings was a 
party during the period under review
related party transactions
there were no related party transactions in the year to  
december 31 2012
directors 
biographical details of directors who have served on the board 
during the year appear on pages 36 and 37 
details of the current directors’ interests in the share capital of the 
company together with details of the share awards granted to 
executive directors are disclosed in the directors’ remuneration 
report on page 67 
the directors present their annual report on the 
affairs of the group together with the audited 
consolidated ﬁnancial statements for the year 
ended december 31 2012 the corporate 
governance report set out on pages 38 to 47 
forms part of this report 
principal activities 
shire plc the “company” and its subsidiaries collectively referred 
to as the “group” or “shire” is a leading specialty 
biopharmaceutical company that focuses on meeting the needs of 
the specialist physician
shire develops and provides healthcare in the areas of
 behavioral health and gastro intestinal conditions
 rare genetic diseases and 
 regenerative medicine
as well as other symptomatic conditions treated by specialist 
physicians to serve different patient groups shire operates in 
three distinct business units specialty pharmaceuticals human 
genetic therapies and regenerative medicine
the subsidiaries and equity method investees principally affecting 
the proﬁts andor net assets of shire in 2012 are listed in note 29 to 
the consolidated ﬁnancial statements including their country of 
incorporation 
business review
shire seeks to set out in this report a fair review of the business of 
the group during the ﬁnancial year to december 31 2012 the 
position of the group at the end of that ﬁnancial year and a 
description of the principal risks and uncertainties facing the 
group the information that fulﬁlls the requirements of the business 
review can be found in the chairman’s review on pages 2 to 3 the 
chief executive ofﬁcer’s review on pages 4 to 5 and the financial 
review on pages 24 to 35 which are all incorporated in this report 
by reference the principal risks and uncertainties facing the group 
as well as the group’s risk management objectives and policies 
can be found on pages 18 to 23 
there were no signiﬁcant events subsequent to the balance sheet 
date
results and dividends
the income before income taxes and equity in earnings of  
equity method investees for the year to december 31 2012 was 
9114 million 2011 10901 million the net assets of shire at 
december 31 2012 were 38092 million 2011 31850 million
in respect of the six months to december 31 2012 the board 
resolved to pay a second interim dividend of 1460 us cents 2011 
1259 us cents per ordinary share together with the ﬁrst interim 
payment of 273 us cents 2011 248 us cents per ordinary 
share this represents total dividends of 17 33 us cents 2011 
1507 us cents per ordinary share
share capital
at december 31 2012 the company’s issued share capital 
comprised 562546335 ordinary shares further details of  
the authorized and called up capital of the company as at 
december 31 2012 are set out in note 22 to the consolidated 
ﬁnancial statements
liquidity cash ﬂow and going concern
the group’s business activities together with the factors likely to 
affect its future development performance and ﬁnancial position 
are set out in the chairman’s and chief executive ofﬁcer’s reviews 
directors’ report governance
 shire plc annual report 2012  69
our people
as of december 31 2012 shire employed over 5300 people with 
operations in 29 countries
employment by country
1
1 us 67 
2 uk 10 
3 switzerland 4 
4 ireland 2 
5 all other geographies 17 
1
2
3
4
5
1 data as at december 31 2012
diversity and inclusion
our success continues to be delivered by our diverse employee 
talent around the world we value both genders all 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 disability or on any other personal characteristics 
we do not have diversity targets or quotas or focus exclusively on 
one group of employees over and above any other what we do 
focus on is fostering our brave culture which aims to provide all our 
employees with a supportive environment that values diverse 
opinions and experiences and enables individual group and 
organizational success in 2012 we focused on leveraging our 
diversity to drive our vision to imagine and lead the future of 
healthcare we developed a diversity and inclusion philosophy 
statement that will be broadly communicated in 2013 it sets forth 
our belief in the power of our collective differences in which all 
people are valued everyone’s voice is heard and as a result 
innovation thrives 
in all hiring and employment practices shire is committed to 
ensuring that it does not discriminate against qualiﬁed individuals 
who have a disability the company further asserts its 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 this includes but is not 
limited to discrimination with respect to hiring promotion 
performance management discharge compensation beneﬁts 
training and all other aspects of employment
the company protects its employees who believe they are victims 
of discrimination each shire subsidiary has a formal process 
designed to stop any such behavior and to deal appropriately with 
the offender all matters related to discrimination are treated with 
discretion and diligence and in accordance with established 
procedure and applicable laws
directors’ liability insurance and indemniﬁcation
in the year under review the group maintained an insurance policy 
for its directors and ofﬁcers in respect of liabilities arising out of any 
act error or omission whilst acting in their capacity as directors or 
ofﬁcers qualifying third party indemnity provisions were also in 
place during the year under review for the beneﬁt 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
research and development
shire has incurred under its research and development program 
costs of 9655 million in the ﬁnancial year to december 31 2012 
2011 7707 million these costs have been charged to the 
consolidated income statement in accordance with shire’s 
accounting policy
substantial shareholdings 
as at the date of this report the company had been notiﬁed of the 
following holdings in voting rights of 3 or more in the issued 
ordinary share capital of the company
number of 
ordinary shares
 of issued 
share capital
1
blackrock inc 56533559 1014
fmr llc 27861459 500
legal and general group plc 22269735 400
1 excludes treasury shares
charitable and political donations 
during the year donations to charities including matching of funds 
raised by employees notforproﬁt organizations and entities 
supporting medical education amounting to 49 million were 
made of which 03 million were made in the uk shire did not 
make any donations to political parties during the year ended 
december 31 2012 2011 nil 
shire’s approach to responsibility
corporate responsibility is embedded at shire and is a clear 
expectation of all employees individual performance reviews 
include an evaluation of how goals were achieved not just that they 
were achieved this commitment to responsibility is supported by 
our board of directors championed by the chief executive and 
driven forward by shire’s senior leaders 
for further information please refer to pages 16 to 17 and shire’s 
website at wwwshirecomcr  70 shire plc annual report 2012
leadership and development
part of our people strategy is to create a sustainable pipeline of 
internal talent that will deliver on our company’s vision we do this 
through the training and development of our workforce and the 
nurturing of top talent within the organization this helps ensure 
that we retain important knowledge and experience as well as 
provide employees with opportunities to realize their full potential
our goal is to have possible successors in place for all of our 
leaders therefore succession plans for our leadership team are 
reviewed by our board of directors once a year and this process is 
replicated by management throughout the organization at all levels 
this helps shire ensure that our high performing employees are 
fully prepared for opportunities as they become available we have 
formal development plans in place for each of the leadership team 
successors to round out their experience and skills and provide 
them every possible chance of progressing in their careers at shire
the development of our future leaders is crucial to our success in 
line with this 21 of our advertised roles were ﬁlled by internal 
candidates in 2012 last year we began to assess leaders against 
a set of capabilities which we believe are required to deliver on our 
vision the assessment included both the hiring of new leaders 
and the development of existing ones our plans are to more 
broadly communicate shire’s leadership capabilities across the 
organization and further incorporate them into our talent 
development practices in 2013
health and safety
creating a safe and pleasant work environment for our employees 
is a high priority for shire this incorporates not just the physical 
aspects of our employees’ work environment but also the 
promotion of healthy lifestyles and behaviors and the prevention of 
injury and accidents we have high standards in this area and a 
strong track record of achievement because we believe that strong 
occupational health and safety performance is a key component in 
employee performance and engagement making shire a world
class organization in addition to high expectations within our own 
organization we evaluate the health and safety performance of our 
partners and suppliers as well and their performance is taken into 
consideration when choosing new partners and suppliers
code of ethics
the group is committed to the maintenance of high ethical 
standards the group’s code of ethics applies to all directors and 
employees an expanded version of the code of ethics was 
reviewed and approved by shire’s board in february 2013 and is 
available for review on shire’s website
payment of creditors
it is shire’s policy to agree payment terms with all its suppliers 
making sure the supplier is aware of those terms and abides by 
them as at december 31 2012 the group trade creditors’ days 
outstanding based on the average daily amount invoiced by 
suppliers during the year were 17 days 2011 29 days
gender breakdown
1
 female      male    
0 10 20 30 40 50 60 70 80 90 100
overall
shire
board of
directors 
leadership
team
1 data as at december 31 2012
we are currently able to track and report ethnic diversity in the us 
and we do this by using the us equal employment opportunity 
commission deﬁnition ethnic minorities accounted for 21 of our 
us employee population in 2012 
employee engagement
we believe that an engaged workforce results in greater employee 
loyalty better ideas and stronger commitment and ultimately 
helps us to continuously improve as a company research has 
shown that the most important factor contributing to employee 
engagement is an employee’s relationship with his or her manager 
that’s why we have established considerable resources to help our 
managers be the best they can this includes an online resource 
center our pay for performance philosophy provides managers 
with a variety of programs to recognize and reward employee 
contributions and our employee equity plans enables employees to 
have a ‘vested’ interest in the success of the business 
engagement happens at every level of the business from the 
oneonone goal setting and performance discussions between 
managers and employees to the allemployee meetings held at 
many of our major sites shire communicates with all employees 
via an active internal communications program which includes a 
worldwide intranet allemployee emails from the ceo our own 
social networking platform and a quarterly global employee 
magazine which was taken online in 2012 to promote greater 
engagement and dialog and enable more effective and efﬁcient 
twoway communication in addition our ceo communicates with 
shire employees around the world – online and in ‘real time’ – via a 
quarterly question and answer session within each business and 
function the respective leaders develop their own internal 
communications strategies and plans to ensure that employees are 
kept aware of organizational developments and priorities and have 
the opportunity to exchange views
to help us measure how well we are doing in engaging our 
workforce since 2008 we have conducted a global biennial 
employee engagement survey 
directors’ report governance
 shire plc annual report 2012  71
additional information for shareholders
rights and obligations attaching to shares
the rights and obligations attaching to the ordinary shares are set 
out in the company’s articles of association the “articles” the 
articles may only be changed by special resolution of the members 
of the company
issue 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 speciﬁc provision as the board 
may decide subject to the articles the companies jersey law 
1991 as amended the “companies act” and other shareholders’ 
rights unissued shares are at the disposal of the board
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
as at december 31 2012 the shire employee beneﬁt trust held 
124 of the issued share capital of the company on trust for the 
beneﬁt 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 ﬁt and in doing so may take into account both ﬁnancial  
and non ﬁnancial interests of the beneﬁciaries of the trust or their 
dependants historically the trustee has not exercised its right  
to vote
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 him remains unpaid 
also a member may not be entitled to attend or vote if served with 
a restriction notice as deﬁned 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 ﬁnancial rights attaching to such shares although the adr 
depositary is the registered holder of the shares
financial instruments
details of shire’s use of ﬁnancial instruments can be found in note 
20 to the consolidated ﬁnancial statements
audit information
each of the persons who is a director at the date of approval of this 
report conﬁrms that
 so far as the director is aware there is no relevant audit 
information of which the group’s auditor is unaware and
 the director has taken all 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 group’s 
auditor is aware of that information
signiﬁcant agreements 
the following signiﬁcant agreements contain provisions entitling the 
counterparties to exercise the following rights in the event of a 
change of control of the company
 under the 1100 million 275 convertible bonds due 2014 
issued by the company pursuant to a trust deed dated may 9 
2007 and a supplemental trust deed dated april 15 2008 upon 
a change of control bondholders will for 60 days after receiving 
notice of the change of control be able to exercise their right to 
convert their bonds into ordinary shares in the company at a 
more advantageous price than normal as speciﬁed in the terms 
and conditions of the bonds unless the change of control is 
effected by a scheme of arrangement which results in the 
interposition of a new holding company between the company’s 
shareholders and the company and certain other conditions are 
met an “exempt scheme” with respect to an offer or a scheme 
to acquire all or most of the ordinary shares in the company 
further requirements are also imposed on the company 
including a requirement to notify bondholders of the offer or 
scheme and to use reasonable endeavors to procure the making 
of an equivalent offer to bondholders unless the scheme is an 
exempt scheme for these purposes a change of control is 
deﬁned as the acquisition pursuant to an offer or a scheme by a 
party of the ability to control more than half the votes at a general 
meeting of the company and
 under the 1200 million credit facility agreement dated 
november 23 2010 between amongst others the company 
and a number of its subsidiaries barclays bank plc as the facility 
agent and the banks and ﬁnancial 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  
as at february 25 2013 no amounts are outstanding under  
the credit facility agreement 72 shire plc annual report 2012
powers of the directors 
subject to the provisions of 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
appointment and replacement of directors
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 re
appointment of nonexecutive directors following the expiry of their 
term of appointment is subject to board approval the board may 
from time to time appoint one or more directors to hold any 
executive ofﬁce for such period and on such terms as it may 
determine and may also revoke or terminate any such appointment
the articles provide that at each agm all those directors who have 
been appointed by the board since the last agm or who held 
ofﬁce at the time of the two preceding agms and who did not retire 
at either of them or who has held ofﬁce with the company other 
than executive ofﬁce for a continuous period of nine years or more 
at the date of the meeting shall retire from ofﬁce and may offer 
himself for reelection by the members 
notwithstanding the provisions in the articles in accordance with 
the uk corporate governance code all directors will be subject to 
annual reelection
on behalf of the board
tatjana may 
company secretary 
february 25 2013
dividends and distributions
subject to the provisions of the companies act the company may 
by ordinary resolution from time to time declare dividends not 
exceeding the amount recommended by the board subject to the 
companies act the board may pay interim dividends and also any 
ﬁxed rate dividend whenever the ﬁnancial position of the company 
in the opinion of the board justiﬁes 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 deﬁned in the articles if such person has 
been served with a restriction notice as deﬁned 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 shire 
group company resident for tax purposes in the uk a shareholder 
who holds 25000 or fewer shares at the ﬁrst dividend record date 
after ﬁrst becoming a shareholder will be deemed to have made an 
income access share ‘ias’ election such that dividends will be 
paid from a uk tax resident company unless the shareholder 
notiﬁes the company in writing to the contrary pursuant to the 
articles where any dividend is paid by the company an amount is 
paid to the ias trustee representing the dividend entitlement of 
persons who have elected to receive dividends from a uk resident 
company and such amount is paid by the ias trustee to 
shareholders who have made or are deemed to have made an ias 
election the dividend which would otherwise be payable by shire 
to such shareholders will be reduced by an amount equal to the 
amount paid to such shareholders by the ias trustee if the 
dividend paid on the ias and onpaid by the ias trustee to 
shareholders is less than the total amount of the dividend 
announced or declared by shire on its ordinary shares shire will 
be obliged to pay a dividend on its ordinary shares equivalent to 
the amount of the shortfall the income access share 
arrangements may be suspended or terminated at any time and for 
any reason by the company without ﬁnancial recompense to 
shareholders
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 two thirds in nominal value of the issued shares of that class 
calculated excluding any shares held as treasury stock 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 as treasury stock
restrictions on transfer of shares
there are no restrictions on the transfer of shares in the company 
except i that certain restrictions may from time to time be 
imposed by laws and regulations for example insider trading laws 
and ii pursuant to the listing rules of the uk financial services 
authority whereby certain employees of the company require the 
approval of the company to deal in the company’s ordinary 
shares 
the company is not aware of any agreements between 
shareholders that may result in restrictions on the transfer of 
securities
directors’ report governance
 shire plc annual report 2012  73
the directors are responsible for preparing the annual report the 
directors’ remuneration report and the ﬁnancial statements in 
accordance with applicable law and regulations
the directors have elected to prepare the consolidated ﬁnancial 
statements in conformity with accounting principles generally 
accepted in the united states of america the directors are also 
required to
 properly select and apply accounting policies
 present information including accounting policies in a manner 
that provides relevant reliable comparable and understandable 
information and
 make an assessment of the group’s ability to continue as a 
going concern
the directors are responsible for keeping proper accounting 
records that disclose with reasonable accuracy at any time the 
ﬁnancial position of shire and enable them to ensure that the 
ﬁnancial statements comply with the companies jersey law 
1991 the directors 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 ﬁnancial information included on shire’s website
the directors conﬁrm to the best of their knowledge
 that the financial statements prepared in accordance with 
accounting principles generally accepted in the united states of 
america present fairly in all material respects the assets 
liabilities ﬁnancial position and proﬁt or loss of the group and the 
undertakings included in the consolidation taken as a whole and
 the management report which is incorporated into the financial 
review 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
by order of the board
chief executive ofﬁcer chief financial ofﬁcer  
angus russell graham hetherington 
february 25 2013 february 25 2013
statement of directors’ responsibilities 74 shire plc annual report 2012
we have audited the accompanying consolidated balance sheet  
of shire plc and subsidiaries together the “group” as of 
december 31 2012 and the related consolidated statements of 
income equity comprehensive income and cash ﬂows for the year 
ended december 31 2012 and the related notes 1 to 31 together 
the “financial statements” these financial statements have been 
prepared in conformity with accounting principles generally 
accepted in the united states of america we have also audited 
the information in the directors’ remuneration report that is 
described as having been audited
this report is made solely to the group’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 
group’s members those matters we are required to state to them 
in an auditor’s report and for no other purpose to the fullest extent 
permitted by law we do not accept or assume responsibility to 
anyone other than the group and the group’s members as a  
body for our audit work for this report or for the opinions we  
have formed
respective responsibilities of directors and auditor
the directors’ responsibilities for preparing the annual report the 
directors’ remuneration report and the financial statements are set 
out in the statement of directors’ responsibilities our responsibility 
is to audit and express an opinion on the financial statements and 
the part of the directors’ remuneration report to be audited in 
accordance with relevant legal and regulatory requirements and 
international standards on auditing united kingdom and republic 
of ireland those standards require us to comply with the united 
kingdom auditing practices board’s ethical standards for auditors
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufﬁcient to give reasonable 
assurance that the financial 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 signiﬁcant accounting 
estimates made by the directors and the overall presentation of 
the financial statements in addition we read all the ﬁnancial and 
non ﬁnancial information in the annual report to identify material 
inconsistencies with the audited ﬁnancial statements if we become 
aware of any apparent material misstatements or inconsistencies 
we consider the implications for our report
opinion on the financial statements
in our opinion the financial statements
 present fairly in all material respects the ﬁnancial position of the 
group as of december 31 2012 and the results of its operations 
and cash ﬂows for the year ended december 31 2012 in 
conformity with accounting principles generally accepted in the 
united states of america and
 have been properly prepared in accordance with the 
requirements of the companies jersey law 1991
matters on which we are required to report by exception 
we have nothing to report in respect of the following matters where 
the companies jersey law 1991 requires us to report to you if in 
our opinion
 proper accounting records have not been kept or proper returns 
adequate for our audit have not been received from branches 
not visited by us or
 the financial statements are not in agreement with the 
accounting records and returns or
 we have not received all the information and explanations  
we require for our audit
matters on which we are required to report by the  
listing rules
we have nothing to report in respect of our duty under the  
listing rules to review
 the directors’ statement contained within the financial 
statements in relation to going concern
 the part of the corporate governance report relating to the 
group’s compliance with the nine provisions of the uk corporate 
governance code speciﬁed for our review and
 certain elements of the report to shareholders by the board on 
directors’ remuneration
other matters
we have reported separately on the parent company ﬁnancial 
statements of shire plc for the year ended december 31 2012
in our opinion
 the financial statements have been properly prepared in 
accordance with the provisions of the companies act 2006 that 
would have applied were the group incorporated in the united 
kingdom
 the information given in the directors’ report for the ﬁnancial year 
for which the financial statements are prepared is consistent 
with the financial statements and
 the part of the directors’ remuneration report to be audited has 
been properly prepared in accordance with the united kingdom 
companies act 2006 that would have applied were the group 
incorporated in the united kingdom
james bates 
for and on behalf of deloitte llp 
chartered accountants and recognized auditors 
london united kingdom 
february 25 2013
independent auditor’s report to the members of shire plc financial statements
 shire plc annual report 2012  75
 notes
december 31 
2012  
’m
december 31 
2011  
’m
assets
current assets
cash and cash equivalents 14822 6200 
restricted cash 171 206 
accounts receivable net 7 8242 8450 
inventories 8 4369 3401 
deferred tax asset 27 2299 2076 
prepaid expenses and other current assets 9 2218 1749 
total current assets 32121 22082 
noncurrent assets
investments 10 387 299 
property plant and equipment net 11 9558 9321 
goodwill 12 6445 5926 
other intangible assets net 13 23881 24930 
deferred tax asset 27 465 507 
other noncurrent assets 315 737 
total assets 73172 63802 
liabilities and equity
current liabilities
accounts payable and accrued expenses 14 15015 13705 
convertible bonds 16 – 11000 
other current liabilities 15 1441 638 
total current liabilities 16456 25343 
noncurrent liabilities
convertible bonds 16 11000 –
deferred tax liability 27 5208 5166 
other noncurrent liabilities 17 2416 1443 
total liabilities 35080 31952 
commitments and contingencies 18
equity
common stock of 5p par value 1000 million shares authorized and 5625 million shares 
issued and outstanding 2011 1000 million shares authorized and 5625 million shares 
issued and outstanding 22 557 557 
additional paidin capital 29815 28533 
treasury stock 107 million shares 2011 118 million shares 22 3104 2872
accumulated other comprehensive income 19 869 603 
retained earnings 9955 5029 
total equity  38092 31850 
total liabilities and equity 73172 63802 
the accompanying notes are an integral part of these consolidated ﬁnancial statements
the consolidated ﬁnancial statements were approved by the board of directors on february 25 2013 and signed on its behalf by
graham hetherington 
chief financial ofﬁcer 
february 25 2013
in millions of us dollars except share data
consolidated balance sheets 76 shire plc annual report 2012
notes
2012  
’m
2011  
’m
2010  
’m
revenues
product sales 44067 39502 31282 
royalties 2416 2835 3281 
other revenues 329 297 148 
total revenues 46812 42634 34711 
costs and expenses
cost of product sales
1
 6454 5881 4634 
research and development
1
 9655 7707 6615 
selling general and administrative “sga”
1
 21140 17514 15263 
gainloss on sale of product rights 5 181 60 165
reorganization costs 6 – 243 343 
integration and acquisition costs 4 252 137 80 
total operating expenses 37320 31542 26770 
operating income 9492 11092 7941 
interest income 31 19 24 
interest expense 382 391 351
other expenseincome net 25 27 181 79 
total other expense net 378 191 248
income before income taxes and equity in earnings of equity method investees 9114 10901 7693 
income taxes 27 1670 2276 1827
equity in earnings of equity method investees net of taxes 10 25 14 
net income 7454 8650 5880 
earnings per ordinary share – basic 1342c 1569c 1077c
earnings per ordinary share – diluted 1309c 1509c 1053c
weighted average number of shares millions
basic 23 5554 5511 5462 
diluted 23 5935 5954 5903 
1 cost of product sales includes amortization of intangible assets relating to favorable manufacturing contracts of 07 million for the year to december 31 2012 2011 17 million 
2010 17 million research and development costs include intangible asset impairment charges of 712 million for the year to december 31 2012 2011 160 million 2010 
nil sga costs includes amortization and impairment charges of intangible assets relating to intellectual property rights acquired of 3208 million including impairment losses 
of 1267 million for the year to december 31 2012 2011 1650 million including impairment losses of nil 2010 1762 million including impairment losses of 427 million
the accompanying notes are an integral part of these consolidated ﬁnancial statements
in millions of us dollars except share and per share data
consolidated statements of income financial statements
 shire plc annual report 2012  77
in millions of us dollars
consolidated statements of comprehensive income
2012 
’m
2011 
’m
2010 
’m
net income 7454 8650 5880 
other comprehensive income
foreign currency translation adjustments 237 240 513
unrealized holding gainloss on available for sale securities  
net of taxes of 25 million 02 million and nil 29 162 136
other than temporary impairment of available for sale securities  
net of taxes of nil in all periods – 24 15 
realized gain on divestment of available for sale securities net of taxes of nil 
35 million and nil – 200 – 
comprehensive income 7720 8396 5246 
the components of accumulated other comprehensive income as at december 31 2012 and december 31 2011 are as follows
december 31 
2012  
’m
december 31 
2011  
’m
foreign currency translation adjustments 851 614 
unrealized holding gainloss on available for sale securities net of taxes 18 11
accumulated other comprehensive income 869 603 
the accompanying notes are an integral part of these consolidated ﬁnancial statements 78 shire plc annual report 2012
shire plc shareholders’ equity
common 
stock
’m
common 
stock
number of 
shares
m’s
additional 
paidin  
capital
’m
treasury 
stock
’m
accumulated 
other 
comprehensive  
income  
’m
retained 
earnings
’m
total  
equity
’m
as at january 1 2012 557 5625 28533 2872 603 5029 31850 
net income – – – – – 7454 7454 
foreign currency translation – – – – 237 – 237 
options exercised – – 01 – – – 01 
share based 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 
unrealized holding gain on available for sale 
securities net of taxes – – – – 29 – 29 
dividends – – – – – 863 863
as at december 31 2012 557 5625 29815 3104 869 9955 38092 
the accompanying notes are an integral part of these consolidated ﬁnancial 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
 
shire plc shareholders’ equity
common 
stock
common 
stock
number of 
shares
m’s
additional 
paidin  
capital  
’m
treasury 
stock  
’m
accumulated 
other 
comprehensive 
income  
’m
retained 
earnings 
accumulated 
deﬁcit
’m
total  
equity  
’m
as at january 1 2011 557 5622 27464 2761 857 1603 24514 
net income – – – – – 8650 8650 
foreign currency translation – – – – 240 – 240
options exercised – 03 07 – – – 07 
share based compensation – – 768 – – – 768 
tax beneﬁt associated with exercise  
of stock options – – 294 – – – 294 
shares purchased by ebt – – – 1518 – – 1518
shares released by ebt to satisfy exercise  
of stock options – – – 1407 – 1280 127 
unrealized holding gain on available for sale 
securities net of taxes – – – – 162 – 162 
realized gain on divestment of available for sale 
securities net of taxes – – – – 200 – 200
other than temporary impairment  
of available for sale securities – – – – 24 – 24 
dividends – – – – – 738 738
as at december 31 2011 557 5625 28533 2872 603 5029 31850 
the accompanying notes are an integral part of these consolidated ﬁnancial statements
dividends per share
during the year to december 31 2011 shire plc declared and paid dividends of 1333 us cents per ordinary share equivalent to  
3999 us cents per ads totaling 738 million
in millions of us dollars except share data
consolidated statements of changes in equity financial statements
 shire plc annual report 2012  79
shire plc shareholders’ equity
common 
stock  
’m
common 
stock
number of 
shares  
m’s
additional 
paidin  
capital  
’m
treasury 
stock  
’m
accumulated 
other 
comprehensive 
income  
’m
accumulated 
deﬁcit  
’m
total  
equity  
’m
as at january 1 2010 556 5615 26776 3474 1491 6224 19125 
net income – – – – – 5880 5880 
foreign currency translation – – – – 513 – 513
options exercised 01 07 20 – – – 21 
share based compensation – – 622 – – – 622 
tax beneﬁt associated with exercise  
of stock options – – 29 – – – 29 
shares issued purchased by ebt – – 17 17 – – – 
shares released by ebt to satisfy exercise  
of stock options – – – 730 – 639 91 
unrealized holding loss on available for sale 
securities net of taxes – – – – 136 – 136
other than temporary impairment  
of available for sale securities net of taxes – – – – 15 – 15 
dividends – – – – – 620 620
as at december 31 2010 557 5622 27464 2761 857 1603 24514 
the accompanying notes are an integral part of these consolidated ﬁnancial statements
dividends per share
during the year to december 31 2010 shire plc declared and paid dividends of 1150 us cents per ordinary share equivalent to  
3450 us cents per ads totaling 620 million 80 shire plc annual report 2012
2012  
’m
2011  
’m
2010  
’m
cash ﬂows from operating activities
net income 7454 8650 5880 
adjustments to reconcile net income to net cash provided by operating activities
depreciation and amortization 3086 2948 2555 
share based compensation 871 757 622 
impairment of intangible assets 1979 160 427 
gain on sale of noncurrent investments 05 235 111
gainloss on sale of product rights 181 60 165
other 180 161 91 
movement in deferred taxes 583 145 150
equity in earnings of equity method investees 10 25 14
changes in operating assets and liabilities
decreaseincrease in accounts receivable 222 1340 1144
increase in sales deduction accrual 427 805 2226 
increase in inventory 882 644 582
increase in prepayments and other assets 145 368 403
increasedecrease in accounts and notes payable and other liabilities 1367 100 259 
returns on investment from joint venture 49 52 58 
net cash provided by operating activities
a
13829 10736 9549 
cash ﬂows from investing activities
movements in restricted cash 35 62 63 
purchases of subsidiary undertakings and businesses net of cash acquired 970 7250 4496
payments on foreign exchange contracts related to movetis nv “movetis” acquisition – – 334
purchases of noncurrent investments 180 107 29
purchases of property plant and equipment “ppe” 1496 1943 3266
purchases of intangible assets 435 52 27
proceeds from disposal of noncurrent investments and ppe 72 1060 23 
proceeds from capital expenditure grants 84 – – 
proceeds received on sale of product rights 178 120 20 
returns of equity investments and proceeds from short term investments 02 18 72 
net cash used in investing activities
b
2710 8092 7974
in millions of us dollars
consolidated statements of cash ﬂows financial statements
 shire plc annual report 2012  81
2012 
’m
2011  
’m
2010  
’m
cash ﬂows from ﬁnancing activities
proceeds from drawing of revolving credit facility “rcf” – 300 – 
repayment of rcf – 300 – 
repayment of debt acquired through business combinations 30 131 – 
extinguishment of building ﬁnance obligation – – 431
excess tax beneﬁt associated with exercise of stock options 407 314 65 
payments to acquire shares under share buyback program 1065 – – 
payments to acquire shares by the ebt 993 1518 17
proceeds from exercise of options 162 134 112 
payment of facility arrangement costs – – 80
deferred contingent consideration payments 58 – – 
payment of dividend 863 738 620
other 03 15 24
net cash used in ﬁnancing activities
c
2443 1954 995
effect of foreign exchange rate changes on cash and cash equivalents
d
54 04 63
net increase in cash and cash equivalents
abcd
8622 694 517 
cash and cash equivalents at beginning of period 6200 5506 4989 
cash and cash equivalents at end of period 14822 6200 5506 
supplemental information associated with continuing operations
2012  
’m
2011 
’m
2010  
’m
interest paid 346 333 259
income taxes paid 1992 2861 3292
noncash investing and ﬁnancing activities
equity in vertex pharmaceuticals inc “vertex” received as part consideration for disposal
of noncurrent investment in virochem pharma inc “virochem” – – 91 
the accompanying notes are an integral part of these consolidated ﬁnancial statements notes to the consolidated ﬁnancial statements
82 shire plc annual report 2012
1 description of operations
shire plc and its subsidiaries collectively referred to as either 
“shire” or the “company” is a leading specialty biopharmaceutical 
company that focuses on meeting the needs of the specialist 
physician 
the company has grown through acquisition completing a series 
of major transactions that have brought therapeutic geographic 
and pipeline growth and diversiﬁcation the company will continue 
to evaluate companies products and pipeline opportunities that 
offer a good strategic ﬁt and have the potential to deliver 
demonstrable value to all our stakeholders patients physicians 
policy makers payors investors and employees
2 summary of signiﬁcant accounting 
policies
a basis of preparation
the accompanying consolidated ﬁnancial 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 ﬁnancial statements
the preparation of consolidated ﬁnancial 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 ﬁnancial 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 the valuation of equity 
investments 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 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 beneﬁt 
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 ﬁxed 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
i 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 
the provisions are recognized as a reduction to revenues
ii 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
iii licensing revenues
other revenue includes revenues derived from product out
licensing arrangements which typically consist of an initial upfront 
payment on inception of the license and subsequent milestone 
payments 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 are deferred and 
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 outlicensing arrangements entered into or subject to 
material modiﬁcation 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 stand
alone basis the selling price used for each separable element will 
be based on vendor speciﬁc 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
milestone payments which are nonrefundable noncreditable 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 financial statements
 shire plc annual report 2012  83
d sales deductions 
i rebates
rebates primarily consist of statutory rebates to state medicaid 
agencies and contractual rebates with healthmaintenance 
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 speciﬁc 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
e collaborative arrangements
the company enters into collaborative arrangements to develop 
and commercialize drug candidates these collaborative 
arrangements often require upfront milestone royalty or proﬁt 
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 ﬁnished 
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 on products to which the company does not own the 
rights 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 858 million 1225 million and 
933 million for the years to december 31 2012 2011 and 2010 
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 identiﬁed 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
j valuation and impairment of longlived assets other than 
goodwill indeﬁnite lived intangible assets and investments
the company evaluates the carrying value of longlived assets 
other than goodwill indeﬁnite 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 ﬂows 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 ﬁnancial 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 ﬂows
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 ﬁnancing costs are written off and 
charged to interest expense in the consolidated statements of 
income
2 summary of signiﬁcant accounting 
policies continued notes to the consolidated ﬁnancial statements
84 shire plc annual report 2012
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 lossesgains included in 
consolidated statements of income in the years to december 31 
2012 2011 and 2010 amounted to a loss of 35 million a loss of 
21 million and a gain of 17 million respectively
m income taxes
uncertain tax positions are recognized in the consolidated ﬁnancial 
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 beneﬁt 
recognized in the consolidated ﬁnancial statements is based upon 
the largest amount of tax beneﬁt 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 relating to unrecognized tax beneﬁts and 
penalties within income taxes
deferred tax assets and liabilities are recognized for differences 
between the carrying amounts of assets and liabilities in the 
consolidated ﬁnancial 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 
shire plc divided by the weighted average number of ordinary 
shares outstanding during the period diluted earnings per share is 
based upon net income attributable to shire plc adjusted for the 
impact of interest expense on convertible debt on an “ifconverted” 
basis when the effect is dilutive 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 share based compensation
share based compensation represents the cost of share based 
awards granted to employees the company measures share 
based compensation cost for awards classiﬁed 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 
for share based compensation awards which cliff vest the 
company recognizes the cost of the relevant share based payment 
award as an expense on a straightline basis net of estimated 
forfeitures over the employee’s requisite service period for those 
share based compensation awards with a graded vesting 
schedule the company recognizes the cost of the relevant share 
based 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 share based 
compensation expense is recorded in cost of product sales rd 
and sga 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 ﬁnancial 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 share based compensation plans are described 
more fully in note 28
p cash and cash equivalents
cash and cash equivalents are deﬁned as short term highly liquid 
investments with original maturities of ninety days or less 
q financial instruments – derivatives 
the company uses derivative ﬁnancial instruments to manage its 
exposure to foreign exchange risk associated with third party 
transactions and intercompany ﬁnancing 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 assets  liabilities with changes in the fair value 
recognized in the consolidated statements of income the cash 
ﬂows relating to these instruments are presented within net cash 
provided by operating activities in the consolidated statement of 
cash ﬂows unless the derivative instruments are economically 
hedging speciﬁc investing or ﬁnancing activities
r inventories
inventories are stated at the lower of cost or market value  
cost incurred in bringing each product to its present location  
and condition is based on purchase costs calculated on a ﬁrstin 
ﬁrstout basis including transportation costs
2 summary of signiﬁcant accounting 
policies continued financial statements
 shire plc annual report 2012  85
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 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 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 is classiﬁed as heldforsale when amongst other things 
the company has committed to a plan of disposition the asset is 
available for immediate sale and the plan is not expected to 
change signiﬁcantly assets heldforsale are carried at the lower of 
their carrying amount or fair value less cost to sell
assets acquired in a business combination that will be sold rather 
than held and used are classiﬁed as heldforsale at the date of 
acquisition when it is probable that the company will dispose of the 
assets within one year newly acquired assets heldforsale are 
carried at their fair value less cost to sell at the acquisition date the 
company does not record depreciation or amortization on assets 
classiﬁed 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 signiﬁcant inﬂuence but not control over the investee 
signiﬁcant inﬂuence 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 equity method investees in the consolidated balance sheet under 
investments and its share of the investees’ earnings or losses 
together with other than temporary 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 signiﬁcant 
inﬂuence are accounted for under the cost method or at fair value 
investments in private companies are carried at cost less 
provisions for other than temporary impairment in value for public 
companies that have readily determinable fair values the company 
classiﬁes its equity investments as available for sale 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 available for 
sale securities judged to be other than temporary are included in 
other income net see note 25 the cost of securities sold is 
based on the speciﬁc identiﬁcation method interest on securities 
classiﬁed as available for sale are included as interest income
u property plant and equipment
property plant and equipment is shown at cost reduced for 
impairment losses net of accumulated depreciation the cost of 
signiﬁcant 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
 ofﬁce furniture ﬁttings 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 proﬁt or loss on such 
disposition is reﬂected 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 identiﬁable 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 identiﬁable 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 has been allocated to the company’s three reporting 
units being sp  hgt and rm events or changes in circumstances 
which could trigger an impairment review include but are not 
limited to signiﬁcant underperformance of a reporting unit relative 
to expected historical or projected future operating results 
signiﬁcant changes in the manner of the company’s use of 
acquired assets or the strategy for the overall business and 
signiﬁcant negative industry trends
2 summary of signiﬁcant accounting 
policies continued notes to the consolidated ﬁnancial statements
86 shire plc annual report 2012
goodwill is reviewed for impairment by comparing the carrying 
value of each 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 the company has 
determined that there are no impairment losses in respect of 
goodwill for any of the reporting periods covered by these 
consolidated ﬁnancial statements
ii other intangible assets
other intangible assets principally comprise intellectual property 
rights for products with a deﬁned 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 1 to 20 years weighted 
average 155 years iprd acquired through a business 
combination which completed subsequent to january 1 2009 is 
capitalized as an indeﬁnite 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
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
i adopted during the period
amendments to achieve common fair value measurement and 
disclosure requirements in us gaap and international financial 
reporting standards “ifrs” 
on january 1 2012 the company adopted new guidance issued 
by the financial accounting standard board “fasb” on fair value 
measurement and disclosure the guidance amends the existing 
requirements and improves the comparability of fair value 
measurement and disclosure between us gaap and ifrs some 
of the amendments clarify the application of existing fair value 
measurement requirements and other amendments change a 
particular principle or requirement for measuring fair value or for 
disclosing information about fair value measurements the 
guidance has been adopted prospectively from january 1 2012 
the adoption of the guidance did not impact the company’s 
consolidated ﬁnancial position results of operations or cash ﬂows 
enhanced disclosure of fair value measurement as required by this 
guidance is included in note 21
presentation of comprehensive income
on january 1 2012 the company adopted new guidance issued 
by fasb on the presentation of comprehensive income which 
revises the manner in which entities present comprehensive 
income in their ﬁnancial statements the guidance requires entities 
to report components of comprehensive income in either i a 
single continuous statement of comprehensive income or ii two 
separate but consecutive statements the guidance does not 
change those items which must be reported in other 
comprehensive income and does not change the deﬁnition of net 
income or the calculation of earnings per share
the adoption of the guidance did not impact the company’s 
consolidated ﬁnancial position results of operations or cash ﬂows 
the company has elected to present the components of 
comprehensive income in two separate but consecutive 
statements enhanced disclosure of the components of 
comprehensive income is included in note 19
2 summary of signiﬁcant accounting 
policies continued financial statements
 shire plc annual report 2012  87
goodwill impairment testing
on january 1 2012 the company adopted new guidance issued 
by fasb on the testing of goodwill for impairment the guidance 
permits an entity to ﬁrst assess the qualitative factors to determine 
whether the existence of events or circumstances leads to a 
determination 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 an entity determines it is not 
more likely than not that the fair value of a reporting unit is less than 
its carrying amount then performing the twostep impairment test 
is unnecessary the morelikelythannot threshold is deﬁned as 
having a likelihood of more than 50 percent an entity also has the 
option to bypass the qualitative assessment for any reporting unit 
in any period and proceed directly to performing the ﬁrst step of the 
twostep goodwill impairment test and may resume performing the 
qualitative assessment in any subsequent period the guidance 
has been adopted prospectively from january 1 2012 the 
adoption of the guidance did not impact the company’s 
consolidated ﬁnancial position results of operations or cash ﬂows 
ii to be adopted in future periods
indeﬁnitelived intangible assets other than goodwill  
impairment testing
in july 2012 the fasb issued guidance on the testing of indeﬁnite
lived intangible assets for impairment the guidance permits an 
entity to ﬁrst assess qualitative factors to determine whether the 
existence of events or circumstances leads to a determination that 
it is more likely than not that the fair value of an indeﬁnitelived 
intangible asset is less than its carrying amount if after assessing 
the totality of events or circumstances an entity determines it is not 
more likely than not that the fair value of an indeﬁnitelived 
intangible asset is less than its carrying amount performing the 
impairment test is unnecessary the morelikelythannot threshold 
is deﬁned as a likelihood of more than 50 percent an entity also 
has the option to bypass the qualitative assessment for any 
indeﬁnitelived intangible asset in any period and proceed directly 
to performing the impairment test and may resume performing the 
qualitative assessment in any subsequent period the guidance will 
be effective for interim and annual impairment tests performed for 
ﬁscal years beginning after september 15 2012 early adoption is 
permitted the company does not expect the adoption of this 
guidance to have a material effect on its consolidated ﬁnancial 
position results of operations or cash ﬂows
disclosure about offsetting assets and liabilities
in december 2011 the fasb issued guidance on disclosures about 
offsetting assets and liabilities in january 2013 fasb amended the 
previous guidance to clarify the scope of guidance issued in 
december 2011 the amended guidance requires entities to 
disclose both gross and net information about derivatives including 
bifurcated embedded derivatives repurchase agreements and 
reverse repurchase agreements and securities borrowing and 
securities lending transactions that are either offset in accordance 
with fasb guidance on topics “balance sheet” and “derivatives 
and hedging” or subject to an enforceable master netting 
arrangement or similar agreement to enable users of ﬁnancial 
statements to understand the effects or potential effects of those 
arrangements on its ﬁnancial position the guidance is required to 
be applied retrospectively and will be effective for interim and 
annual ﬁscal years beginning on or after january 1 2013 the 
company does not expect the adoption of this guidance to have a 
material effect on its consolidated ﬁnancial position results of 
operations or cash ﬂows
amounts reclassiﬁed out of comprehensive income
in february 2013 the fasb issued guidance on reporting amounts 
reclassiﬁed out of accumulated other comprehensive income the 
guidance requires entities to provide information about the amount 
reclassiﬁed out of comprehensive income by component and 
presents either on the face of the ﬁnancial statements or in the 
notes signiﬁcant amounts reclassiﬁed out of other comprehensive 
income by the respective line items of net income but only if the 
amount reclassiﬁed is required under us gaap to be reclassiﬁed 
to net income in its entirety in the same reporting period for other 
amounts that are not required under us gaap to be reclassiﬁed in 
their entirety to net income an entity is required to crossreference 
to other disclosures required under us gaap that provide 
additional detail about those amounts the new guidance is 
effective for interim and annual ﬁscal years beginning on or after 
january 1 2013 early adoption is permitted the company does 
not expect the adoption of this guidance to have a material effect 
on its consolidated ﬁnancial position results of operations or cash 
ﬂows
y statutory accounts
the consolidated ﬁnancial statements as at december 31 2012 
and 2011 and for each of the three years in the period to 
december 31 2012 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
statutory accounts of shire consisting of the solus accounts of 
shire plc for the year to december 31 2011 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 2011 prepared in 
accordance with us gaap  in fulﬁllment of the company’s united 
kingdom listing authority “ukla” annual reporting requirements 
were ﬁled with the ukla the auditor’s reports on these accounts 
were unqualiﬁed
statutory accounts of shire consisting of the solus accounts of 
shire plc for the year to december 31 2012 prepared under uk 
gaap and in compliance with jersey law will be delivered to the 
registrar of companies in jersey in 2013 the company further 
expects to ﬁle the consolidated accounts of the company for the 
year to december 31 2012 prepared in accordance with us 
gaap  in fulﬁllment of the company’s ukla annual reporting 
requirements with the ukla in 2013 
3 critical accounting estimates 
the preparation of consolidated ﬁnancial 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 ﬁnancial 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 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 beneﬁt from or be adversely affected by any such 
change in estimate
2 summary of signiﬁcant accounting 
policies continued notes to the consolidated ﬁnancial statements
88 shire plc annual report 2012
i valuation of intangible assets
in accordance with us gaap the company classiﬁes intangible 
assets into three categories 1 ﬁnite lived intangible assets which 
are amortized over their estimated useful lives 2 intangible assets 
with indeﬁnite lives which are not subject to amortization and 3 
goodwill 
at december 31 2012 the carrying value of the company’s ﬁnite 
lived intangible assets was 2157 1 million 2011 23732 million 
2010 18392 million the carrying value of the company’s 
indeﬁnitelived intangible assets was 2310 million 2011 1198 
million 2010 1397 million and the carrying value of the 
company’s goodwill was 6445 million 2011 5926 million 2010 
4025 million the company’s indeﬁnitelived intangible assets 
relate solely to iprd assets acquired through business 
combinations
a 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 identiﬁable assets and liabilities 
acquired is recorded as goodwill the determination of estimated 
fair values of acquired intangible assets as well as the useful 
economic life ascribed to ﬁnite lived intangible assets requires the 
use of signiﬁcant 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 
initial valuation of ﬁnite lived intangible assets
at december 31 2012 the carrying value of the company’s ﬁnite 
lived intangible assets was 2157 1 million 2011 23732 million 
2010 18392 million primarily representing the following 
products vyvanse 7702 million dermagraft product 
technology 6509 million replagal 2635 million firazyr 
2091 million and resolor 1268 million 
the fair values of all ﬁnite lived identiﬁable intangible assets for 
commercialized products and developed product technologies 
acquired through business combinations have been determined 
using an income approach on a projectbyproject basis using the 
multiperiod excess earnings method the multiperiod excess 
earnings method starts with a forecast of all expected future net 
cash ﬂows 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 ﬂows are then adjusted to present value by 
applying a market participant discount rate that reﬂects the risk 
factors that a market participant would associate with the cash 
ﬂows to the extent the underlying cash ﬂows have not similarly 
been risk adjusted the forecast of future cash ﬂows requires 
various assumptions to be made these valuations are based on 
information at the time of the acquisition of the identiﬁable 
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 the actual cash ﬂows may vary 
from forecasts of future cash ﬂows 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 ﬁnite lived intangible assets 
however as the valuation process for intangible assets involves a 
number of interrelating 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 indeﬁnite lived intangible assets “iprd”
iprd represents the fair value assigned to incomplete 
technologies and development projects that the company has 
acquired through business combinations or asset acquisitions 
which at the date of the relevant acquisition have not reached 
technological feasibility or which have no alternative future use 
prior to january 1 2009 the fair value ascribed to such 
technologies or development projects was immediately expensed 
to the consolidated statements of income in the year of acquisition 
additionally nonrefundable fees paid on the inlicensing of 
products that have not yet received regulatory approval and have 
no alternative future use have been expensed and presented within 
rd in the consolidated statements of income
for those business combinations which closed subsequent to 
january 1 2009 iprd has been recorded as indeﬁnitelived 
intangible assets at the time of each initial acquisition the 
company recorded indeﬁnitelived iprd assets of 166 million 
and 25 million on the acquisition of ferrokin and the acquisition of 
certain assets and liabilities from pervasis respectively in 2012 and 
recorded iprd assets of 139 million on the acquisition of movetis 
in 2010
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 ﬂows which a market participant would expect to 
be generated by the iprd projects 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 applying an 
appropriate market participant discount rate commensurate with 
the project’s stage of completion the nature of the product the 
scientiﬁc data associated with the technology the current patent 
situation and market competition 
the major risks and uncertainties associated with the timely 
completion of the acquired iprd projects consist of the ability to 
conﬁrm the safety and efﬁcacy of the technology based on the data 
from ongoing clinical trials and obtaining the necessary regulatory 
approvals the use of different estimates and assumptions to those 
used by the company could result in a materially different valuation 
of 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 
3 critical accounting estimates  
continued financial statements
 shire plc annual report 2012  89
the valuation of iprd has been based on information that existed 
at the time of the acquisition of the relevant development project 
and utilized 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 certain of the iprd projects fail during development 
are abandoned or do not receive the relevant regulatory approvals 
the company may not realize the future cash ﬂows that it has 
estimated nor recover the value of the rd investment made 
subsequent to acquisition of the relevant project if such 
circumstances occur the company’s future operating results could 
be materially adversely impacted
b 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 ﬁnite lived intangible 
assets considers amongst other things the following factors
i   the expected use of the ﬁnite 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 speciﬁc 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 ﬁnite 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 ﬁnite lived intangible assets for 
impairment using a “twostep” approach whenever events or 
circumstances suggest that the carrying value of its ﬁnite lived 
intangible assets may not be recoverable under step one if the 
undiscounted cash ﬂows resulting from the use and ultimate 
disposition of the ﬁnite lived intangible asset based on entity 
speciﬁc 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 
events or circumstances that could suggest that the company’s 
ﬁnite 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 speciﬁcally 
competitive pricing 
vi the occurrence of signiﬁcant adverse events in respect to the 
company’s products
vii a signiﬁcant 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 could 
adversely affect the company’s estimates of the future net cash 
ﬂows generated by its ﬁnite lived intangible assets the company 
has recognized impairment losses of 1267 million to write down 
its resolor ﬁnite lived intangible assets to their fair value in the 
year to december 31 2012 2011 nil 2010 427 million which 
related to the daytrana intangible asset as a result of divestment 
to noven see note 13 other intangible assets net for further 
details dependent on future events or circumstances the 
company’s operating results could be materially and adversely 
affected by future impairment losses relating to its ﬁnite lived 
intangible assets
indeﬁnitelived intangible assets “iprd” – estimation of  
impairment losses
the company reviews its indeﬁnitelived 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 indeﬁnitelived assets are reviewed for 
impairment using a “onestep” approach which compares the fair 
value of the indeﬁnitelived asset based on market participant 
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 indeﬁnitelived 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 ﬁnite 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 declines in the estimated commercial potential of the relevant 
iprd project the occurrence of any such events or 
circumstances could adversely affect the company’s estimates of 
the future net cash ﬂows generated by and the fair value of its 
indeﬁnitelived intangible assets
3 critical accounting estimates  
continued notes to the consolidated ﬁnancial statements
90 shire plc annual report 2012
after the identiﬁcation of any such events or circumstances and 
the resultant impairment reviews the company recognized 
impairment losses of 712 million in the year to december 31 
2012 2011 160 million 2010 nil to write down its resolor 
iprd assets to their fair value see note 13 other intangible 
assets net for details dependent on future events or 
circumstances the company’s operating results could be 
materially and adversely affected by future impairment losses 
relating to its indeﬁnitelived 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 goodwill is reviewed 
for impairment at the reporting unit level which for the company is 
at the same level as its operating segments of sp  hgt and rm 
at december 31 2012 goodwill of 2911 million december 31 
2011 2435 million is held in the sp segment 1545 million 
december 31 2011 1521 million in the hgt segment and 
1989 million december 31 2011 197 0 million is held in the rm 
segment
the company reviews goodwill for impairment using a “two step” 
approach step one requires a comparison of the fair value of each 
of the company’s reporting units with its carrying value including 
goodwill if the carrying value of each individual reporting unit 
exceeds its estimated fair value goodwill included within that 
reporting unit is considered impaired in which case step two is 
performed under step two if the carrying amount of a reporting 
unit’s goodwill exceeds its fair value an impairment loss is 
recognized in an amount equal to that excess
the company determines the fair value of its reporting units and if 
required in any step two evaluation the fair value of its goodwill 
through a present value technique principally using the income 
approach the determination of fair value of the company’s 
reporting units requires the use of signiﬁcant judgment and 
assumptions which include amongst other things the estimation 
of future forecast cash ﬂows and an appropriate discount rate used 
to determine the fair value of each of the company’s reporting 
units
the company’s annual goodwill impairment review performed as 
at october 1 2012 2011 and 2010 indicated that the estimated fair 
value of each of the company’s reporting units exceeded their 
carrying values goodwill was therefore not considered impaired 
however dependent on future events or circumstances the 
company’s operating results could be materially and adversely 
affected by any future impairment losses relating to its goodwill
ii sales deductions 
sales deductions consist of statutory rebates to state medicaid 
and other government agencies contractual rebates with managed 
care organizations “mcos” product returns sales discounts 
including trade discounts 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 estimates of future obligations are 
derived from historical experience adjusted to reﬂect 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 signiﬁcant 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
i medicaid and managed care rebates
statutory 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 inﬂation
as 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 the company maintains reserves 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
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 clariﬁcation 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 signiﬁcantly impacts the 
company’s ﬁnancial condition or results of operations 
aggregate accruals for medicaid and mco rebates at december 
31 2012 2011 and 2010 were 6405 million 6126 million and 
5499 million or 15 16 and 18 respectively of net product 
sales historically actual rebates have not varied signiﬁcantly from 
the reserves provided
ii product returns
the company typically accepts customer product returns in the 
following circumstances a expiration of shelf life b product 
damaged while in the possession of shire c under sales terms 
that allow for unconditional return guaranteed sales or d 
following product recalls or product withdrawals returns are 
generally accepted up to one year after expiration date of the 
relevant product the company typically refunds the sales price 
paid by the customer by issuance of a credit rather than cash 
refund or exchanges from inventory and the returned product is 
destroyed
3 critical accounting estimates  
continued financial statements
 shire plc annual report 2012  91
shire estimates the proportion of recorded revenue that will result 
in a return by considering relevant factors including
i past product returns activity
ii the duration of time taken for products to be returned
iii the estimated level of inventory in the distribution channel
iv product recalls and discontinuances
v the shelf life of products
vi the launch of new drugs or new formulations and
vii the loss of patent protection 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 competition generally require a higher level of estimation 
than those for established products without 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 third party 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 sufﬁcient 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 
competition based on historical sales product utilization and rebate 
data which are modiﬁed 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 signiﬁcantly 
impacts the company’s ﬁnancial condition or results of operations 
at december 31 2012 2011 and 2010 provisions for product 
returns were 905 million 888 million and 698 million or 2 
2 and 2 respectively of net product sales historically actual 
returns have not varied signiﬁcantly 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 beneﬁt should be 
recognized in the consolidated ﬁnancial 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 beneﬁt recognized in the consolidated 
ﬁnancial statements is based upon the largest amount of tax 
beneﬁt that 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 reﬁned as additional 
information becomes known for example in the year to december 
31 2012 the company released certain provisions for uncertain tax 
positions totaling 142 million primarily following the conclusion of 
prior year audits these releases were partially offset by the 
recognition of additional provisions for uncertain tax positions of 
209 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 signiﬁcantly 
impact the company’s results of operations or ﬁnancial 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 2012 the company recognized a liability of 2788 
million for total unrecognized tax beneﬁts 2011 2655 million and 
had accrued 1196 million 2011 1145 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 beneﬁts
the company has signiﬁcant 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 belgium germany 
and the uk at december 31 2012 the company had deferred tax 
liabilities of 740 million 2011 714 million 2010 433 million and 
gross deferred tax assets of 764 million 2011 667 million 2010 
569 million against which the company had recorded valuation 
allowances of 269 million 2011 212 million 2010 200 million 
3 critical accounting estimates  
continued notes to the consolidated ﬁnancial statements
92 shire plc annual report 2012
the realization of these assets is not assured and is dependent on 
the generation of sufﬁcient taxable income in future periods 
management is required to exercise judgment in determining 
whether it is more likely than not that it would realize these deferred 
tax assets where there is an expectation that on the balance of 
probabilities there will not be sufﬁcient taxable proﬁts to utilize these 
tax attributes a valuation allowance is held against these deferred 
tax assets 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 signiﬁcantly impact the 
company’s ﬁnancial 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 18 commitments and contingencies 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 are often developed substantially before the 
ultimate loss is known and are therefore reﬁned during 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 2012 provisions for 
litigation losses insurance claims and other disputes totaled 1305 
million december 31 2011 369 million 2010 338 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 signiﬁcant 
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 or lesser expense in a future accounting 
period which could materially impact the company’s ﬁnancial 
condition or results of operations 
v contingent consideration receivable from  
product divestments
consideration receivable by the company on the divestment of 
product rights 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 contingent 
consideration occasionally represents a signiﬁcant proportion of 
the economic value receivable by the company for a divested 
product in these situations the company initially recognizes this 
contingent consideration as an asset at its divestment date fair 
value with remeasurement of this asset to its then current fair 
value at subsequent balance sheet dates
at december 31 2012 the company has contingent consideration 
assets of 383 million 2011 37 8 million 2010 610 million 
related to the divestment of daytrana to noven in october 2010 
the fair value of this contingent consideration receivable has been 
estimated using the income approach using a discounted cash 
ﬂow method this discounted cash ﬂow approach uses signiﬁcant 
unobservable level 3 inputs as deﬁned in us gaap including 
forecast future relevant sales of the divested product the number 
of years over which such sales will be generated the relevant 
contractual royalty rates associated with such sales an appropriate 
discount rate to be applied in calculating the present value of 
forecast future cash inﬂows and assumed weightings applied to 
differing revenue scenarios used to derive a probability weighted 
fair value signiﬁcant judgment has been employed by the 
company in developing these estimates and assumptions both at 
the date of divestment and in developing assumptions in 
subsequent periods if actual events differ from management’s 
estimates or to the extent that these estimates are adjusted in the 
future the company’s ﬁnancial condition and results of operations 
could be affected in the period of any such change of estimate 
vi contingent consideration payable
contingent consideration payable represents the fair value of future 
amounts the company may be required to pay in conjunction with 
the ferrokin and pervasis business combinations and the license 
acquired from mt sinai the amount of consideration ultimately 
payable under these arrangements is dependent on the 
achievement of certain future development regulatory and sales 
milestones andor the level of future royalties payable for the 
relevant licensed product the fair value of the company’s 
contingent consideration payable at december 31 2012 was 
1364 million december 31 2011 nil
the company remeasures its contingent consideration payable to 
fair value each accounting period any changes to the fair value of 
contingent consideration payables in respect of the ferrokin and 
pervasis business combinations is recorded to integration and 
acquisition costs in the company’s consolidated income 
statement any changes to the fair value of contingent 
consideration payable in respect of the license acquired from  
mt sinai is recorded as an increasedecrease to the associated 
intangible asset with a prospective adjustment to intangible asset 
amortization in periods subsequent to any such change 
the company estimates the fair value of contingent consideration 
payable using the income approach based on a discounted cash 
ﬂow method the discounted cash ﬂow method uses signiﬁcant 
unobservable level 3 inputs as deﬁned under us gaap 
including the probability of and period in which the relevant 
milestone event is expected to be achieved the discount rate to be 
applied in calculating the present value of the relevant milestone or 
royalty and the amount of royalties payable based on forecast net 
sales of the relevant product signiﬁcant judgment is employed by 
the company in developing these fair values estimates if actual 
events differ from management’s estimates or to the extent that 
these estimates are adjusted in the future the company’s ﬁnancial 
condition and results of operations could be materially affected in 
the period of any such change of estimate
3 critical accounting estimates  
continued financial statements
 shire plc annual report 2012  93
4 business combinations
acquisition of lotus tissue repair inc “lotus”
on february 12 2013 shire completed the acquisition of 100  
of the outstanding share capital of lotus a privately held 
biotechnology company based in cambridge ma cash 
consideration paid on closing by the company was 493 million 
further contingent cash consideration of up to 2750 million may 
be payable by the company in future periods dependent upon the 
achievement of certain safety and development milestones
lotus is developing a proprietary recombinant form of human 
collagen type vii as the ﬁrst 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 a late stage 
preclinical product for the treatment of deb with global rights to 
shire’s hgt pipeline this acquisition is complementary to shire’s 
existing investment in developing abh001 which is currently being 
investigated as a dermal substitute therapy for the treatment of 
nonhealing wounds in patients with eb
the acquisition of lotus will be accounted for as a purchase 
business combination the assets acquired and the liabilities 
assumed from lotus will be recorded at the date of acquisition at 
their fair value shire’s consolidated ﬁnancial statements will reﬂect 
these fair values at and the results of lotus will be included in 
shire’s consolidated statement of income from february 12 2013 
as the initial accounting for the business combination has not yet 
been completed further disclosure relating to this acquisition will 
be included in the company’s form 10q for the three months 
ended march 31 2013
in the year to december 31 2012 the company expensed costs of 
05 million relating to the lotus acquisition which have been 
recorded within integration and acquisition costs in the company’s 
consolidated statement of income
acquisition of ferrokin biosciences inc “ferrokin”
on april 2 2012 shire completed the acquisition of 100 of the 
outstanding share capital of ferrokin the acquisitiondate 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 
spd 602 formerly referred to as fbs0701 to shire’s sp pipeline 
spd 602 is intended to serve a chronic patient need for treatment 
of iron overload following numerous blood transfusions together 
with our collaboration with sangamo biosciences inc “sangamo” 
this acquisition is a strategic step in building shire’s hematology 
business which already includes xagrid and a growing 
development pipeline 
the acquisition of ferrokin has been accounted for as a purchase 
business combination 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 ﬁnancial statements and results of operations include 
the results of ferrokin from april 2 2012 in the year to december 
31 2012 the company included pre tax losses of 191 million for 
ferrokin within its consolidated statement of income
the purchase price has been allocated to acquired iprd in 
respect of spd602 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 which is not deductible for tax purposes 
has been assigned to the sp operating segment 
in the year to december 31 2012 the company expensed costs of 
121 million 2011 nil relating to the ferrokin acquisition which 
have been recorded within integration and acquisition costs in the 
company’s consolidated statement of income
acquisition of certain assets and 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 adds srm003 formerly 
vascugel to shire’s regenerative medicine business srm003 
is currently in phase 2 development for acute vascular repair 
focused on improving hemodialysis access for patients with 
endstage renal disease
the acquisition has been accounted for as a purchase business 
combination 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 
ﬁnancial 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 vascugel 243 million current liabilities 
assumed 02 million and goodwill 20 million goodwill which 
is not deductible for tax purposes has been assigned to the rm 
operating segment
acquisition of advanced biohealing inc “abh”
on june 28 2011 shire completed its acquisition of 100 of the 
outstanding shares and other equity instruments of abh the fair 
value of cash consideration paid by the company during 2011 was 
7396 million 
the acquisition of abh adds the dermagraft product a 
bioengineered skin substitute to shire’s portfolio
the acquisition of abh was accounted for as a purchase business 
combination the assets acquired and the liabilities assumed from 
abh have been recorded at their fair values at the date of 
acquisition being june 28 2011 the determination of ﬁnal fair 
values was completed on june 28 2012 the company’s 
consolidated ﬁnancial statements and results of operations include 
the results of abh from june 28 2011 the amount of abh’s 
revenues and pre tax losses included in the company’s 
consolidated statement of income for the year ended december 
31 2011 were 1053 million and 153 million after intangible 
asset amortization of 200 million respectively notes to the consolidated ﬁnancial statements
94 shire plc annual report 2012
in millions of us dollars except where indicated
the company’s allocation of the purchase price to the assets acquired and liabilities assumed is outlined below
 
fair value
’m
assets
current assets
cash and cash equivalents 146 
accounts receivable 301 
inventories 307 
deferred tax assets 511 
other current assets 79 
total current assets 1344 
noncurrent assets
property plant and equipment 166 
goodwill 1970 
other intangible assets
 – dermagraft product technology 7100 
 – other intangible assets 15 
other noncurrent assets 02 
total assets  10597 
liabilities
current liabilities
accounts payable and other current liabilities 524 
noncurrent liabilities
long term debt less current portion 91 
deferred tax liabilities 2585 
other noncurrent liabilities 01 
total liabilities 3201 
fair value of identiﬁable assets acquired and liabilities assumed 7396
consideration
cash consideration paid 7396
other intangible assets principally comprise 7100 million relating to dermagraft product technology the product brand name and 
related relationships the fair value of this asset has been estimated using an income approach using the excess earnings method the 
estimated useful life of the technology is 18 years and amortization expense will be recorded on a straightline basis
goodwill arising of 197 0 million which is not deductible for tax purposes has been assigned to the rm operating segment goodwill 
includes the values of tax synergies assembled workforce and future potential indications for dermagraft which at the time of 
acquisition did not meet the criteria for recognition as separate intangible assets
in the year to december 31 2012 the company incurred costs of 126 million 2011 136 million in respect of the acquisition and 
postacquisition integration of abh which have been charged to integration and acquisition costs in the company’s consolidated 
statement of income
4 business combinations continued
in millions of us dollars except where indicated financial statements
 shire plc annual report 2012  95
4 business combinations continued
acquisition of movetis
on september 6 2010 the company launched a voluntary public takeover offer for all the shares and warrants in movetis a belgium 
based specialty gi company at a price of €19 per share in cash on october 12 2010 the company acquired 9921 of the shares of 
movetis as a result of the successful tender offer by november 8 2010 following a statutory squeezeout of the remaining shares and 
warrants not tendered in the offer the company had acquired 100 of the shares and warrants in movetis for a total cash consideration 
of 5920 million 
the acquisition added resolor to shire’s global gi portfolio on january 10 2012 shire also acquired the rights to resolor  
in the us from jj
the acquisition of movetis has been accounted for as a purchase business combination the assets acquired and the liabilities assumed 
from movetis have been recorded at their fair value at october 12 2010 being the date of acquisition the company’s consolidated 
ﬁnancial statements and results of operations include the results of movetis from october 12 2010 the company’s allocation of the 
purchase price to the movetis assets acquired and liabilities assumed is outlined below
 ’m
assets
current assets
cash and cash equivalents 1090 
short term investments 70 
other current assets 86 
total current assets 1246 
property plant and equipment net 11 
goodwill 279 
other intangible assets net
– currently marketed product 3170 
– iprd 1390 
– other intangible assets 140 
other noncurrent assets 08 
deferred tax asset 404 
total assets 6648
liabilities
current liabilities
accounts payable and other current liabilities 190
noncurrent liabilities
deferred tax liability 538
total liabilities 728
fair value of identiﬁable assets acquired and liabilities assumed 5920 notes to the consolidated ﬁnancial statements
96 shire plc annual report 2012
in millions of us dollars except where indicated
other intangible assets include 317 0 million relating to intellectual property rights for movetis’ currently marketed product resolor 
for the treatment of chronic constipation in women in whom laxatives fail to provide adequate relief the fair value of resolor has  
been estimated using an income approach based on the present value of incremental after tax cash ﬂows attributable to the asset  
after deduction of contributory asset charges the estimated useful life of the resolor currently marketed product intangible asset  
is 14 years with amortization being recorded on a straightline basis
iprd principally relates to movetis’ resolor product for the treatment of chronic constipation in men 93 million and children  
42 million the fair value of these iprd assets have been estimated based on an income approach using the present value of 
incremental after tax cash ﬂows expected to be generated by these development projects after the deduction of contributory asset 
charges for other assets employed in these projects the estimated cash ﬂows have been probability adjusted to take into account  
their stage of completion and the remaining risks and uncertainties surrounding their future development and commercialization  
the estimated probability adjusted after tax cash ﬂows have been discounted at rates between 1214 to determine a present  
or fair value
in the year to december 31 2012 the company recorded impairment charges totaling 197 9 million in respect of these intangible assets 
see note 13 for further details
goodwill arising of 27 9 million which is not deductible for tax purposes has been assigned to the specialty pharmaceuticals operating 
segment 
in the year to december 31 2010 the company expensed transaction costs of 69 million relating to the movetis acquisition which have 
been recorded within integration and acquisition costs in the company’s consolidated statements of income
the amount of movetis’ revenues and pre tax losses included in the company’s consolidated statements of income for the year ended 
december 31 2010 were 03 million and 17 5 million respectively
supplemental disclosure of proforma information
the unaudited proforma ﬁnancial information to present the combined results of the operations of shire ferrokin and pervasis are not 
provided as the impacts of these acquisitions were not material to the company’s results of operations for any period presented 
5 divestment of product rights
on october 1 2010 the company completed the divestment of daytrana to noven noven developed and manufactures daytrana 
and shire licensed daytrana from noven in 2003 no consideration was received at the time of divestment however consideration is 
receivable from noven dependent on daytrana’s performance in the period subsequent to divestment on divestment shire recorded 
the fair value of contingent consideration receivable from noven within current and noncurrent assets during the year to december 31 
2012 the company recognized a gain of 181 million 2011 loss of 60 million 2010 gain of 104 million due to changes in the fair 
value of this contingent consideration at december 31 2012 the company has recorded a receivable based on the fair value of future 
contingent consideration totaling 392 million 2011 426 million split between current assets 116 million 2011 137 million and 
noncurrent assets 27 6 million 2011 289 million
in the year to december 31 2012 the company recognized a gain of 181 million 2011 loss of 60 million 2010 gain of 165 million  
in respect of daytrana and other disposed product rights all assets disposed of during 2012 2011 and 2010 formed part of the sp 
operating segment
6 reorganization costs
establishment of an international commercial hub in switzerland
in march 2010 the company initiated operations in switzerland to support its hgt and sp businesses outside the us the transition to 
the international commercial hub in switzerland was completed in 2011 and resulted in total reorganization costs of 338 million incurred 
since march 2010 in the year to december 31 2011 the company incurred reorganization costs totaling 125 million 2010 213 million 
relating to employee involuntary termination beneﬁts and other reorganization costs 
owings mills
in march 2009 the company initiated plans to phase out operations and close its sp manufacturing facility at owings mills maryland  
in 2011 the company sold its owings mills facility and completed the transition of all products manufactured at this site to dsm 
pharmaceuticals inc resulting in total reorganization costs of 37 5 million incurred since march 2009 in the year ended december 31 
2011 the company incurred reorganization costs of 118 million 2010 130 million which relate to employee involuntary termination 
beneﬁts and other costs 
4 business combinations continued
in millions of us dollars except where indicated financial statements
 shire plc annual report 2012  97
7 accounts receivable net 
accounts receivable at december 31 2012 of 8242 million december 31 2011 8450 million are stated net of a provision for 
discounts and doubtful accounts of 417 million december 31 2011 311 million december 31 2010 234 million 
provision for discounts and doubtful accounts
 
2012 
’m
2011 
’m
2010 
’m
as at january 1 311 234 208 
provision charged to operations 2833 2408 1781 
provision utilization 2727 2331 1755
as at december 31 417 311 234 
at december 31 2012 accounts receivable included 385 million december 31 2011 733 million related to royalty income
8 inventories
inventories are stated at the lower of cost or market and comprise
 
december 31
2012 
’m
december 31
2011 
 ’m
finished goods 1244 999 
workinprogress 2206 1626 
raw materials 919 776 
4369 3401 
at december 31 2012 inventories included nil december 31 2011 227 million of costs capitalized prior to regulatory approval of the 
relevant manufacturing facilities
9 prepaid expenses and other current assets
 
december 31
2012 
’m
december 31
2011 
 ’m
prepaid expenses 317 469 
income tax receivable 1306 481 
value added taxes receivable 209 189 
other current assets 386 610 
2218 1749 
10 investments
 
december 31
2012 
’m
december 31
2011 
 ’m
investments in private companies 184 128 
available for sale securities 142 74 
equity method investments 61 97 
387 299  notes to the consolidated ﬁnancial statements
98 shire plc annual report 2012
in millions of us dollars except where indicated
11 property plant and equipment net
 
december 31
2012 
’m
december 31
2011 
 ’m
land and buildings 7012 7080 
ofﬁce furniture ﬁttings and equipment 3838 3381 
warehouse laboratory and manufacturing equipment 2872 2719 
assets under construction 938 817 
14660 13997 
less accumulated depreciation 5102 4676
9558 9321 
depreciation expense for the years to december 31 2012 201 1 and 2010 was 1 138 million 128 1 million and 1 192 million respectively 
12 goodwill
 
december 31
2012 
’m
december 31
2011 
 ’m
goodwill arising on businesses acquired 6445 5926 
in 2012 the company completed its acquisition of ferrokin the fair value of consideration payable totaled 1593 million which resulted 
in goodwill with a value of 461 million see note 4 the goodwill has been assigned to the sp operating segment
during the year to december 31 2011 the company completed its acquisition of abh for cash consideration of 7396 million which 
resulted in goodwill of 197 0 million see note 4 the goodwill has been assigned to the rm operating segment
at december 31 2012 goodwill of 2911 million december 31 2011 2435 million is held in the sp segment 1545 million december 
31 2011 1521 million in the hgt segment and 1989 million december 31 2011 197 million is held in the rm segment
 
2012 
’m
2011 
 ’m
as at january 1 5926 4025 
acquisitions 481 1970 
foreign currency translation 38 69
as at december 31 6445 5926 
13 other intangible assets net
 
december 31
2012 
’m
december 31
2011 
 ’m
amortized intangible assets
intellectual property rights acquired for currently marketed products 24620 25007 
acquired product technology 7100 7100 
other intangible assets 445 232 
32165 32339 
unamortized intangible assets
intellectual property rights acquired for iprd 2310 1198 
34475 33537 
less accumulated amortization 10594 8607
23881 24930 
as at december 31 2012 the net book value of intangible assets allocated to the sp segment was  12380 million december 31 2011 
13483 million to the hgt segment was 4746 million december 31 2011 4532 million and to the rm segment was 6755 million 
december 31 2011 6915 million
in millions of us dollars except where indicated financial statements
 shire plc annual report 2012  99
the change in the net book value of other intangible assets for the year to december 31 2012 and 2011 is shown in the table below 
other intangible assets
 
2012 
’m
2011 
 ’m
as at january 1 24930 19789 
acquisitions 2816 7171 
amortization charged 1948 1667
impairment charges 1979 160
foreign currency translation 62 203
as at december 31 23881 24930 
in the year to december 31 2012 the company acquired intangible assets totaling 2816 million principally relating to intangible assets 
acquired with ferrokin and from pervasis see note 4 for further details and the license acquired from mt sinai school of medicine of 
new york university see note 18 for further details the weighted average amortization period of acquired amortizable intangible assets 
is seven years
in the year to december 31 2012 the company identiﬁed indicators of impairment in respect of its resolor intangible assets these 
indicators included the increasing challenges in the european reimbursement environment subsequent to the acquisition of movetis and 
the results of an evaluation of alternative sales and marketing strategies for resolor in the eu which have led to lower actual and 
projected revenue and proﬁtability levels than those initially forecast at the time of the acquisition
the company therefore reviewed the recoverability of both its resolor iprd assets with a carrying value of 1119 million and its 
amortizing intangible asset for the resolor currently marketed product with a carrying value of 2535 million 
subsequently the company recorded pre tax noncash impairment charges in the consolidated statement of income to write down these 
assets to their fair value 1267 million was recorded within sga expenses in the fourth quarter of 2012 in respect of the amortizing 
intangible asset for the resolor currently marketed product and 712 million was recorded within rd expenses in respect of the 
resolor iprd assets these impairment charges have been recorded in the sp operating segment the fair values of these assets 
were determined using the income approach which used signiﬁcant unobservable level 3 inputs see note 21 for further details
after these impairment charges the carrying value of the amortizing intangible asset for the resolor currently marketed product is 
1268 million and the resolor iprd assets is 407 million as at december 31 2012
management estimates that the annual amortization charge in respect of intangible assets held at december 31 2012 will be 
approximately 200 million for each of the ﬁve years to december 31 2017  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
14 accounts payable and accrued expenses
 
december 31
2012 
’m
december 31
2011 
 ’m
trade accounts payable and accrued purchases 2081 2596 
accrued rebates – medicaid 4556 4098 
accrued rebates – managed care 1849 2028 
sales return reserve 905 888 
accrued bonuses 1090 1030 
accrued employee compensation and beneﬁts payable 645 593 
rd accruals 735 527 
provisions for litigation losses and other claims 1182 224 
other accrued expenses 1972 1721 
15015 13705 
13 other intangible assets net continued notes to the consolidated ﬁnancial statements
100 shire plc annual report 2012
in millions of us dollars except where indicated
15 other current liabilities
 
december 31
2012 
’m
december 31
2011 
 ’m
income taxes payable 784 277 
value added taxes 236 133 
contingent consideration payable 160 – 
other current liabilities 261 228 
1441 638 
16 convertible bonds 
shire 275 convertible bonds due 2014 
on may 9 2007 shire issued 1100 million in principal amount of 275 convertible bonds due 2014 and convertible into fully paid 
ordinary shares of shire plc the “bonds” the bonds were issued at 100 of their principal amount and will be redeemed on may 9 
2014 the “final maturity date” unless purchased and canceled redeemed for example on the occurrence of a change of control of 
shire or converted prior to that date at their principal amount
the bonds bear interest at 275 per annum payable semiannually in arrears on november 9 and may 9 the bonds constitute direct 
unconditional unsubordinated and unsecured obligations of the company and rank pari passu and ratably without any preference 
amongst themselves and equally with all other existing and future unsecured and unsubordinated obligations of the company
the bonds may be redeemed at the option of the company at their principal amount together with accrued and unpaid interest if i at 
any time after may 23 2012 if on no less than 20 dealing days in any period of 30 consecutive dealing days the value of shire’s ordinary 
shares underlying each bond in the principal amount of 100000 would exceed 130000 or ii at any time conversion rights have been 
exercised andor purchases and corresponding cancellations andor redemptions effected in respect of 85 or more in principal 
amount of bonds originally issued the bonds may also be redeemed at the option of the bond holder at their principal amount including 
accrued and unpaid interest on may 9 2012 the “put option” or following occurrence of a change of control of shire the bonds are 
repayable in us dollars but also contain provisions entitling the company to settle redemption amounts in pounds sterling or in the case 
of the final maturity date and or any change of control shire by delivery of the underlying ordinary shares and a cash topup amount 
on april 9 2012 the deadline for bondholders to choose to exercise their put option on may 9 2012 passed no elections from the 
bondholders were received by this date and the bonds are now due on the final maturity date subject to the exceptions above as the 
company is no longer required to redeem the bonds within twelve months of the balance sheet date the bonds have been presented as 
a noncurrent liability at december 31 2012
the bonds are convertible into ordinary shares during the conversion period being the period from june 18 2007 until the earlier of i 
the close of business on the date falling 14 days prior to the final maturity date ii if the bonds have been called for redemption by the 
company the close of business 14 days before the date ﬁxed for redemption iii the close of business on the day prior to a bond holder 
giving notice of redemption in accordance with the conditions and iv the giving of notice by the trustee that the bonds are accelerated 
by reason of the occurrence of an event of default
upon conversion the bond holder is entitled to receive ordinary shares at the conversion price of 3283 per ordinary share subject to 
adjustment as outlined below
the conversion price is subject to adjustment in respect of i any dividend or distribution by the company ii a change of control and iii 
customary antidilution adjustments for inter alia share consolidations share splits spinoff events rights issues bonus issues and 
reorganizations the initial conversion price of 335879 was adjusted to 3317 with effect from march 11 2009 as a result of cumulative 
dividend payments during the period from october 2007 to april 2009 inclusive and was further adjusted to 3283 with effect from 
march 11 2011 as a result of cumulative dividend payments during the period april 2009 to april 2011 inclusive the ordinary shares 
issued on conversion will be delivered credited as fully paid and will rank pari passu in all respects with all fully paid ordinary shares in 
issue on the relevant conversion date
 
in millions of us dollars except where indicated financial statements
 shire plc annual report 2012  101
17 other noncurrent liabilities
 
december 31
2012 
’m
december 31
2011 
 ’m
income taxes payable 589 783 
deferred revenue 114 122 
deferred rent 119 140 
insurance provisions 123 145 
contingent consideration payable 1204 – 
other noncurrent liabilities 267 253 
2416 1443 
18 commitments and contingencies
a leases
future minimum lease payments under operating leases at december 31 2012 are presented below
 
operating
leases
’m
2013 496 
2014 326 
2015 284 
2016 222 
2017 186 
thereafter 929 
2443 
the company leases land facilities motor vehicles and certain equipment under operating leases expiring through 2032 lease and 
rental expense amounted to 432 million 37 6 million and 333 million for the years to december 31 2012 2011 and 2010 
respectively which is predominately included in sga expenses in the company’s consolidated income statement
b letters of credit and guarantees
at december 31 2012 the company had irrevocable standby letters of credit and guarantees with various banks and insurance 
companies totaling 382 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
c collaborative arrangements
details of signiﬁcant collaborative arrangements are included below
i inlicensing arrangements
i collaboration with acceleron pharma inc “acceleron” for activin receptor type iib “actriib” class of molecules 
on september 9 2010 shire announced that it had expanded its hgt pipeline by acquiring an exclusive license in markets outside of 
north america for the actriib class of molecules being developed by acceleron the collaboration will initially focus on further developing 
hgt4510 also called ace031 the lead actriib drug candidate which is in development for the treatment of patients with duchenne 
muscular dystrophy “dmd” the phase 2a trial is on hold and clinical safety is under review hgt4510 and the other actriib class of 
molecules have the potential to be used in other muscular and neuromuscular disorders with high unmet medical need
in the year to december 31 2010 shire made an upfront payment of 45 million to acceleron which has been expensed to rd 
in the year to december 31 2012 shire’s share of rd costs under this collaboration agreement were 45 million 2011 101 million 
2010 27 million which were expensed to rd shire will pay acceleron up to a further 1650 million subject to certain development 
regulatory and sales milestones being met for hgt4510 in dmd up to an additional 288 million for successful commercialization of 
other indications and molecules and royalties on product sales
shire and acceleron are conducting the collaboration through a joint steering committee with subcommittees including a joint 
manufacture committee and a joint patent committee to monitor the development of hgt4510 and other compounds  notes to the consolidated ﬁnancial statements
102 shire plc annual report 2012
in millions of us dollars except where indicated
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 
beneﬁt 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 2012 shire paid success milestones of 
30 million 2011 25 million 2010 40 million and other 
support costs of 81 million 2011 53 million 2010 23 million 
to santaris which were expensed to rd shire has remaining 
obligations to pay santaris 135 million subject to certain success 
criteria and development and sales milestones up to a maximum 
of 69 million for each indication shire will also pay single or 
double digit tiered royalties on net sales of the product
shire and santaris have formed a joint research committee to 
monitor rd activities through preclinical lead candidate selection 
at which point all development and commercialization costs will be 
the responsibility of shire
iii collaboration and license agreement with sangamo 
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 zinc ﬁnger dnabinding protein “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 shire paid sangamo an  
upfront fee of 130 million in the year to december 31 2012  
2011 nil and may be required to pay research regulatory 
development and commercial milestone payments and  
royalties on product sales
in the year to december 31 2012 shire paid costs of 89 million 
2011 nil 2010 nil to sangamo which were expensed to rd 
shire has remaining obligations to pay sangamo 335 million 
subject to certain success criteria and development and sales 
milestones up to a maximum of 180 million for each indication 
ii outlicensing arrangements
shire has entered into various collaborative 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 arrangements the company may receive 
development milestone payments up to an aggregate amount of 
390 million and sales milestones up to an aggregate amount of 
67 0 million the receipt of these substantive milestones is 
uncertain and contingent on the achievement of certain 
development milestones or the achievement of a speciﬁed level of 
annual net sales by the licensee in the year to december 31 2012 
shire received upfront and milestone payments totaling 183 
million 2011 115 million 2010 nil in the year to december 31 
2012 shire recognized milestone income of 194 million 2011 
17 5 million 2010 84 million in other revenues and 838 million 
2011 652 million 2010 511 million in product sales for 
shipment of product to the relevant licensee
i collaboration with shionogi  co limited “shionogi” for adhd 
medicines in japan
on november 18 2011 shire announced that it had entered into an 
agreement with shionogi to codevelop and cocommercialize 
certain of shire’s adhd medicines in japan shionogi paid shire an 
upfront fee and will share costs with shire in exchange for rights to 
jointly codevelop and cocommercialize the products upon 
approval for the japanese market shionogi is a leading japanese 
pharmaceutical company with an expertise in developing 
medicines for the central nervous system among other therapeutic 
areas working together with the shionogi team shire believes the 
path to regulatory approval market development and 
commercialization for adhd medicines will be more effective and 
efﬁcient
in the year to december 31 2012 shire’s share of rd costs under 
this collaboration agreement were 32 million 2011 nil 2010 nil 
million which were expensed to rd 
iii copromotion agreements – vyvanse
shire terminated its copromotion agreement for vyvanse with 
gsk in 2010 following shire’s termination gsk ﬁled a lawsuit 
against shire in the philadelphia court of common pleas relating to 
the copromotion agreement on june 29 2012 shire and gsk 
settled this dispute the terms of the settlement are conﬁdential
d commitments
i clinical testing 
at december 31 2012 the company had committed to pay 
approximately 4247 million december 31 2011 3586 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 2012 the company had committed to pay 
approximately 1252 million december 31 2011 864 million in 
respect of contract manufacturing the company expects to pay 
all of these commitments in 2013 
iii other purchasing commitments
at december 31 2012 the company had committed to pay 
approximately 1447 million december 31 2011 1901 million for 
future purchases of goods and services predominantly relating to 
active pharmaceutical ingredients sourcing the company expects 
to pay 1415 million of these commitments in 2013
iv investment commitments
at december 31 2012 the company had outstanding 
commitments to subscribe for interests in companies and 
partnerships for amounts totaling 152 million december 31 2011 
94 million which may all be payable in 2013 depending on the 
timing of capital calls
v capital commitments
at december 31 2012 the company had committed to spend 
97 0 million december 31 2011 254 million on capital projects 
18 commitments and contingencies 
continued
in millions of us dollars except where indicated financial statements
 shire plc annual report 2012  103
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 are often developed substantially before the 
ultimate loss is known and are therefore reﬁned 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 2012 provisions for 
litigation losses insurance claims and other disputes totaled 1305 
million december 31 2011 369 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 notiﬁed 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” 
within the requisite 45 day period shire ﬁled lawsuits for 
infringement of certain of shire’s vyvanse patents in the us 
district court for the district of new jersey against each of 
sandoz roxane amneal and actavis in the us district court for 
the central district of california against watson laboratories inc 
and in the us district court for the eastern district of new york 
against mylan pharmaceuticals inc and mylan inc collectively 
“mylan” on december 9 2011 the district court of new jersey 
consolidated the sandoz roxane amneal and actavis cases on 
january 5 2012 the watson case was transferred to the district 
court of new jersey but not consolidated with the other cases 
the ﬁling of the lawsuits triggered a stay of approval of all six 
andas for up to 30 months from the expiration of the new 
chemical entity exclusivity which will expire on august 23 2014 in 
december 2011 and february 2012 shire received additional 
notiﬁcations that mylan had ﬁled further certiﬁcations challenging 
other vyvanse patents listed in the orange book within the 
requisite 45 day period shire ﬁled a new lawsuit against mylan 
johnson matthey pharmaceutical materials and johnson matthey 
inc in new jersey in may 2012 the mylan case that was ﬁled in 
the eastern district of new york was transferred and consolidated 
with the sandoz roxane amneal and actavis cases in new 
jersey no trial dates have been set
intuniv 
in march and april 2010 shire was notiﬁed that three separate 
andas were submitted under the hatchwaxman act seeking 
permission to market generic versions of all approved strengths of 
intuniv the notices were from teva pharmaceuticals usa inc 
and teva pharmaceutical industries ltd collectively “teva” 
actavis and anchen pharmaceuticals inc and anchen inc 
collectively “anchen” within the requisite 45 day period shire 
ﬁled lawsuits in the us district court for the district of delaware 
against each of teva actavis and anchen for infringement of 
certain of shire’s intuniv patents the ﬁling of the lawsuits 
triggered a stay of approval of these andas for up to 30 months 
these lawsuits have been consolidated a markman hearing was 
held on february 14 2012 and a written markman decision was 
given by the court on march 22 2012 the anchen lawsuit was 
settled in september 2012 this settlement provides twi 
pharmaceuticals inc “twi” the acquirer of anchen’s anda with 
a license to make and anchen a license to market twi’s generic 
versions of intuniv in the united states on july 1 2016 or earlier 
in certain circumstances such sales will require the payment of a 
royalty to shire except in certain circumstances also as part of the 
settlement under certain circumstances shire may authorize 
anchen to sell authorized generic versions of intuniv supplied by 
shire on which shire will receive a signiﬁcant royalty a bench trial 
against actavis and teva was held from september 17  2012 
through september 20 2012 a decision has not yet been given 
in october 2010 shire was notiﬁed that two separate andas were 
submitted under the hatchwaxman act seeking permission to 
market generic versions of the 4mg strength of intuniv the 
notices were from watson pharmaceuticals inc and from impax 
laboratories inc “impax” shire was subsequently advised that 
impax amended its anda to include the 1mg 2mg and 3mg 
strengths of intuniv within the requisite 45 day period shire ﬁled 
a lawsuit in the us district court for the northern district of 
california against each of watson pharmaceuticals inc watson 
laboratories incflorida watson pharma inc anda inc 
collectively “watson” and impax for infringement of certain of 
shire’s intuniv patents the ﬁling of the lawsuit triggered a stay of 
approval of these andas for up to 30 months a markman hearing 
was held on may 30 2012 and a written markman decision was 
given by the court on june 1 2012 a trial is scheduled to begin on 
february 10 2014
in february 2011 shire was notiﬁed that mylan pharmaceuticals 
inc submitted an anda under the hatchwaxman act seeking 
permission to market a generic version of the 4mg strength of 
intuniv within the requisite 45 day period shire ﬁled a lawsuit in 
the us district court for the southern district of new york against 
mylan for infringement of certain of shire’s intuniv patents in april 
2011 shire ﬁled a lawsuit against mylan in the us district court for 
the district of west virginia for infringement of certain of shire’s 
intuniv patents and dismissed the lawsuit in the southern district 
of new york the ﬁling of the lawsuit in west virginia did not trigger 
a stay of approval of this anda shire was subsequently advised 
that mylan amended its anda to include the 1mg 2mg and 3mg 
strengths of intuniv within the requisite 45 day period shire ﬁled 
another lawsuit against mylan in the us district court for the 
district of west virginia a markman hearing was held on 
september 6 2012 and a written markman decision was given by 
the court on january 14 2013 a trial is scheduled to start on 
december 2 2013 
18 commitments and contingencies 
continued notes to the consolidated ﬁnancial statements
104 shire plc annual report 2012
in millions of us dollars except where indicated
in march 2011 shire was notiﬁed that sandoz had submitted an 
anda under the hatchwaxman act seeking permission to market 
a generic version of the 4mg strength of intuniv within the 
requisite 45 day period shire ﬁled a lawsuit in the us district court 
for the district of colorado against sandoz for infringement of 
certain of shire’s intuniv patents the ﬁling of the lawsuit triggered 
a stay of approval of this anda for up to 30 months shire was 
subsequently advised that sandoz amended its anda to include 
the 1mg 2mg and 3mg strengths of intuniv within the requisite 
45 day period shire ﬁled another lawsuit against sandoz in the us 
district court for the district of colorado the ﬁling of the lawsuit 
triggered a stay of approval of the 1mg 2mg and 3mg strengths for 
up to 30 months a markman hearing was held on august 10 2012 
and a written markman decision was given by the court on 
november 13 2012 a trial is scheduled to begin on november 8 
2013
on march 22 2012 us patent no 5854290 one of the patents
insuit in all the intuniv litigations referenced above was dedicated 
to the public by the inventors two other patents relating to 
formulations of guanfacine remain in each of the lawsuits regarding 
intuniv those two patents expire on december 20 2020 and 
july 4 2022
replagal
mt sinai school of medicine of new york university “mt sinai” 
initiated lawsuits against shire in sweden on april 14 2010 and in 
germany on april 20 2010 alleging that shire’s enzyme 
replacement therapy “ert” for fabry disease replagal 
infringes mt sinai’s european patent no 1 942 189 granted  
april 14 2010 mt sinai sought injunctions against the use of 
replagal in these jurisdictions until expiration of the patent  
mt sinai has been granted supplementary protection certiﬁcates 
“spc” in respect of the patent in certain eu countries including 
sweden and germany which where granted extends the patent 
until august 2016 where no spc has been granted the patent 
expires in november 2013
shire ﬁled an opposition against mt sinai’s patent before the 
european patent ofﬁce “epo” on july 23 2010 and commenced 
invalidity proceedings in the uk on december 8 2010 mt sinai 
counterclaimed alleging infringement in the uk proceedings 
on may 9 2012 shire and mt sinai agreed to settle all 
proceedings in connection with the validity and infringement by 
replagal of mt sinai’s european patent no 1 942 189 the 
parties agreed to discontinue all court and related proceedings in 
this dispute and mt sinai has granted shire a nonexclusive 
license to the patent in connection with the ongoing sales of 
replagal in the eu and in certain other noneu territories shire 
has made an upfront cash payment to mt sinai and will make 
additional cash payments based on replagal sales over the 
license term 
fosrenol
in february 2009 shire was notiﬁed that three separate andas 
were submitted under the hatchwaxman act seeking permission 
to market generic versions of all approved strengths of 
fosrenol the notices were received from barr laboratories 
inc “barr” mylan inc mylan pharmaceuticals inc and matrix 
laboratories inc collectively “mylanmatrix” and natco pharma 
limited “natco” in december 2010 shire was notiﬁed that alkem 
laboratories ltd “alkem” submitted an anda under the hatch
waxman act seeking permission to market generic versions of all 
approved strengths of fosrenol within the requisite 45 day 
period shire ﬁled lawsuits in the us district court for the southern 
district of new york against each of barr mylanmatrix and natco 
and in both the us district court for the southern district of new 
york and the us district court for the northern district of illinois 
against alkem for infringement of certain of shire’s fosrenol 
patents in april 2011 shire and barr reached a settlement which 
provides barr with a license to market its own generic version of 
fosrenol in the us but only after october 1 2021 or earlier 
under certain circumstances no payments to barr are involved 
with the settlement as a result of the settlement the lawsuit 
against barr was subsequently dismissed the lawsuits against 
both mylanmatrix and alkem have been dismissed and 
consequently each of mylanmatrix and alkem may enter the 
market upon us food and drug administration “fda” approval of 
their respective versions of generic fosrenol in april 2012 the 
30 month stay of approval with respect to natco expired no trial 
date has been set with respect to natco
in january 2013 shire was notiﬁed that mylan pharmaceuticals 
ulc had submitted an abbreviated new drug submission seeking 
permission to market generic versions of all approved strengths of 
fosrenol in canada shire is currently reviewing the details of 
the notiﬁcation and has 45 days from its receipt to determine if it 
will ﬁle an action under the canadian patented medicines notice of 
compliance regulations if shire brings an action a stay of 
approval of up to 24 months will be imposed by health canada on 
mylan pharmaceuticals ulc’s submission
lialda 
in may 2010 shire was notiﬁed that zydus pharmaceuticals usa 
inc “zydus” had submitted an anda under the hatchwaxman 
act seeking permission to market a generic version of lialda 
within the requisite 45 day period shire ﬁled a lawsuit in the us 
district court for the district of delaware against zydus and cadila 
healthcare limited doing business as zydus cadila the ﬁling of 
the lawsuit triggered a stay of approval of the anda for up to 30 
months all scheduled dates in the lawsuit have been vacated 
including the markman hearing date originally scheduled for april 
26 2012 and the trial date originally scheduled for october 8 2012 
no dates have been rescheduled
in february 2012 shire was notiﬁed 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 ﬁled a 
lawsuit in the us district court for the northern district of georgia 
against osmotica the ﬁling of the lawsuit triggered a stay of 
approval of the anda for up to 30 months a markman hearing is 
scheduled for february 2013 although no speciﬁc date has been 
set no trial date has been set
in march 2012 shire was notiﬁed 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 ﬁled a lawsuit in the us district 
court for the southern district of florida against watson 
laboratories incflorida and watson pharmaceuticals inc the 
ﬁling of the lawsuit triggered a stay of approval of the anda for up 
to 30 months in august 2012 shire ﬁled an amended complaint 
adding watson pharma inc and watson laboratories inc as 
defendants a markman hearing was held on december 20 2012 
and a written markman decision was given by the court on january 
17  2013 a trial is scheduled to occur during the two week period 
beginning on april 8 2013
18 commitments and contingencies 
continued financial statements
 shire plc annual report 2012  105
in april 2012 shire was notiﬁed 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 ﬁled a lawsuit in the us district court 
for the middle district of florida against mylan the ﬁling of the 
lawsuit triggered a stay of approval of the anda for up to 30 
months no date for a markman hearing has been set a trial is 
scheduled to begin on june 2 2014
adderall xr
on november 1 2010 impax ﬁled suit against shire in the us 
district court for the southern district of new york claiming that 
shire was in breach of its supply contract for the authorized generic 
version of adderall xr shire’s ability to supply this product is 
limited by quota restrictions that the us drug enforcement 
administration places on amphetamine which is the product’s 
active ingredient impax sought speciﬁc performance equitable 
relief and damages shire ﬁled a counterclaim against impax 
seeking damages and a declaratory judgment that shire had 
satisﬁed its obligations under the supply contract
on february 7  2013 shire and impax settled this dispute and 
agreed to discontinue all court and related proceedings under the 
terms of the settlement shire will make a onetime cash payment to 
impax of 480 million also as part of the settlement the parties 
have entered into an amended supply agreement which will govern 
the supply of authorized generic adderall xr from shire to 
impax until the end of the supply term on september 30 2014
in february 2011 shire was notiﬁed that watson laboratories 
incflorida had submitted an anda under the hatchwaxman act 
seeking permission to market a generic version of all approved 
strengths of adderall xr this new anda is not covered under 
the existing settlement agreements entered into in november 2007 
between shire and watson pharmaceuticals inc the “settlement 
agreements” the settlement agreements cover a different anda 
and do not provide any license for watson laboratories inc
florida to sell the products covered in watson laboratories 
incflorida’s new anda within the requisite 45 day period shire 
ﬁled a lawsuit in the us district court for the southern district of 
new york against watson pharmaceuticals inc watson 
laboratories incflorida watson pharm inc andrx corporation 
and andrx pharmaceuticals llc for infringement of certain of 
shire’s adderall xr patents and also for breach of contract in 
connection with the settlement agreements the ﬁling of the 
lawsuit triggered a stay of approval of this anda for up to 30 
months a markman hearing was held on june 13 2012 but no 
decision has been rendered on june 22 2012 the fda 
responded to shire’s adderall xr citizen petition and set forth 
more stringent bioequivalence standards that all andas for 
adderall xr must meet for approval on july 30 2012 shire 
ﬁled a request with the us district court for the southern district 
of new york seeking a 90day stay of these legal proceedings 
because shire believes watson laboratories incflorida’s anda 
fails to meet the fda’s new bioequivalence standards and will not 
receive fda approval the judge granted the 90day stay on 
august 3 2012 on january 18 2013 shire in conjunction with 
watson and par pharmaceutical inc the successorininterest to 
watson’s anda for adderall xr ﬁled a stipulation and order of 
dismissal for all claims counterclaims and defenses shire agreed 
to dismiss the pending proceedings without prejudice because par 
has withdrawn its anda for adderall xr and therefore shire has 
no reason to continue with the litigation the stipulation and order 
of dismissal was ordered by the judge on january 23 2013 and 
the litigation has been dismissed 
dermagraft
on january 4 2013 shire was notiﬁed that the massachusetts 
institute of technology “mit” ﬁled a lawsuit against shire in the us 
district court for the district of massachusetts alleging that shire’s 
manufacture use and sale of dermagraft infringes patents 
owned by mit the three us patents asserted by mit are us 
patent nos 5759830 5770417 and 5770193 shire has not yet 
been served with a complaint and no trial date has been set
subpoena related to adderall xr daytrana  
and vyvanse 
on september 23 2009 the company received a civil subpoena 
from the us department of health and human services ofﬁce of 
inspector general in coordination with the us attorney for the 
eastern district of pennsylvania seeking production of documents 
related to the sales and marketing of adderall xr daytrana 
and vyvanse the investigation covered whether shire engaged 
in offlabel promotion and other conduct that may implicate the civil 
false claims act 
on february 1 2013 the company announced it had reached an 
agreement in principle to resolve this matter the agreement also 
addresses sales and marketing practices relating to lialda and 
pentasa pursuant to a subsequent voluntary disclosure made by 
the company shire cooperated with the us government 
throughout the process that led to this agreement in principle
the company has recorded a 57 5 million charge comprised of 
the agreement in principle amount interest and costs which has 
been charged to sga in the fourth quarter of 2012 the 
agreement in principle is subject to change until this matter is ﬁnally 
resolved discussions between the company and the us 
government are ongoing to establish a ﬁnal resolution to the 
investigation
investigation related to dermagraft
shire understands that the department of justice including the us 
attorney’s ofﬁce for the middle district of florida tampa division 
and the us attorney’s ofﬁce for washington dc is conducting 
civil and criminal investigations into the sales and marketing 
practices of abh relating to dermagraft 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 for adderall xr adderall xr 
authorized generics and vyvanse
on april 5 2012 shire received a civil investigative demand “cid” 
from the united states federal trade commission “ftc” 
requesting that shire provide it with certain information regarding 
the supply and reported shortages of adderall xr and its 
authorized generics and the marketing and sale of adderall xr 
its authorized generics and vyvanse shire believes the cid was 
triggered by reports of product shortages of adderall xr and 
the authorized generic products in 2011 shire is cooperating fully 
with the ftc at this time shire is unable to predict the outcome or 
duration of this investigation
18 commitments and contingencies 
continued notes to the consolidated ﬁnancial statements
106 shire plc annual report 2012
in millions of us dollars except where indicated
19 accumulated other comprehensive income
the changes in accumulated other comprehensive income net of their related tax effects in the year to december 31 2012 are  
included below
 
foreign 
currency 
translation 
adjustment
m
unrealized 
holding gain
loss on 
available for 
sale securities
m
accumulated  
other  
comprehensive  
income
m
as at january 1 2012 614 11 603 
current period change 237 29 266 
as at december 31 2012 851 18 869 
20 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 restricted cash cash and cash equivalents and on foreign exchange contracts on which 
interest is at ﬂoating rates this exposure is primarily related 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 2012 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
the company incurs interest at a ﬁxed rate of 275 on its 1100 million in principal amount convertible bonds due 2014 
no derivative instruments were entered into during the year to december 31 2012 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 short term 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 short term 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 and 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 ﬁnancial 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 2012 there were three 
customers in the us that accounted for 50 of the company’s product sales however such customers typically have signiﬁcant 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 deﬁned 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 ﬁnancial 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 ﬁnancial stability and creditworthiness of the relevant governments in recent years the creditworthiness and general 
economic condition of a number of eurozone countries including greece ireland italy portugal and spain the “relevant countries” 
has deteriorated as a result in some of these 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 to december 31 2012 
including receipts of 1187 million and 1423 million in respect of spanish and italian receivables respectively financial statements
 shire plc annual report 2012  107
to date the company has not incurred signiﬁcant 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 ﬁnancial condition of the relevant 
countries or other eurozone countries suffer signiﬁcant 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 ﬁnancial 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 signiﬁcant 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 ﬁnancing and speciﬁc external receivables the foreign 
exchange contracts have not been designated as hedging instruments cash ﬂows from derivative instruments are presented within net 
cash provided by operating activities in the consolidated cash ﬂow statement unless the derivative instruments are economically hedging 
speciﬁc investing or ﬁnancing activities
translational foreign exchange exposure arises on the translation into us dollars of the ﬁnancial statements of nonus dollar functional 
subsidiaries
at december 31 2012 the company had 19 swap and forward foreign exchange contracts outstanding to manage currency risk the 
swaps and forward contracts mature within 90 days the company did not have credit risk related contingent features or collateral linked 
to the derivatives at december 31 2012 the fair value of these contracts was a net liabilities of 17 million further details are included 
below
 
fair value 
december 31
2012 
’m
fair value 
december 31
2011 
 ’m
assets prepaid expenses and other current assets 13 34 
liabilities other current liabilities 30 04 
net gains both realized and unrealized arising on foreign exchange contracts have been classiﬁed in the consolidated statements of 
income as follows 
location of net gain 
recognized in income 
amount of net gain 
recognized in income
year to 
december 31
2012 
’m
december 31
2011 
 ’m
foreign exchange contracts other income net 62 213 
these net foreign exchange gains are offset within other income net by net foreign exchange gainslosses arising on the balance sheet 
items that these contracts were put in place to manage 
20 financial instruments continued notes to the consolidated ﬁnancial statements
108 shire plc annual report 2012
in millions of us dollars except where indicated
21 fair value measurement 
assets and liabilities that are measured at fair value on a recurring basis
as at december 31 2012 and december 31 2011 the following ﬁnancial assets and liabilities are measured at fair value on a recurring 
basis using quoted prices in active markets for identical assets level 1 signiﬁcant other observable inputs level 2 and signiﬁcant 
unobservable inputs level 3
carrying value fair value
at december 31 2012 ’m
total
’m
level 1
’m
level 2
’m
level 3 
’m
financial assets
available for sale securities
1
142 142 142 – –
contingent consideration receivable
2
383 383 – – 383 
foreign exchange contracts 13 13 – 13 –
financial liabilities
foreign exchange contracts 30 30 – 30 –
contingent consideration payable
3
1364 1364 – – 1364
at december 31 2011 ’m
total
’m
level 1
’m
level 2
’m
level 3 
’m
financial assets
available for sale securities
1
74 74 74 – –
contingent consideration receivable
2
378 378 – – 378 
foreign exchange contracts 34 34 – 34 –
financial liabilities
foreign exchange contracts 04 04 – 04 –
contingent consideration payable
3
– ––––
1 available for sale 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 ﬁnancial instrument
the following methods and assumptions were used to estimate the fair value of each material class of ﬁnancial instrument
 available for sale securities – the fair values of available for sale 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 ﬂow 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 ﬂows
 contingent consideration payable – the fair value of the contingent consideration payable has been estimated using the income 
approach using a probability weighted discounted cash ﬂow method
assets and liabilities measured at fair value on a recurring basis using signiﬁcant 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 signiﬁcant unobservable inputs level 3 are as follows
contingent consideration receivable
 
2012 
’m
2011 
’m
balance at beginning of period 378 610 
gainloss recognized in the income statement within gainloss on sale of product rights  
due to change in fair value during the period 181 60
reclassiﬁcation of amounts to other receivables within other current assets 187 165
amounts recorded to other comprehensive income within foreign currency translation adjustments 11 07
balance at end of period 383 378  financial statements
 shire plc annual report 2012  109
contingent consideration payable
 
2012 
’m
2011 
’m
balance at beginning of period – – 
initial recognition of contingent consideration payable 1278 – 
loss recognized in the income statement within integration and acquisition costs  
due to change in fair value during the period 92 – 
reclassiﬁcation of amounts to other current liabilities 88 – 
change in fair value during the period with corresponding adjustment to the associated intangible asset 82 – 
balance at end of period 1364 – 
quantitative information about assets and liabilities measured at fair value on a recurring basis using signiﬁcant 
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 2012
fair value 
’m
valuation
technique
signiﬁcant  
unobservable inputs range
contingent consideration  
receivable “ccr”
383 income approach 
probability weighted 
discounted cash ﬂow
probability weightings  
applied to different  
sales scenarios
10 to 50
future forecast royalties 
receivable at relevant 
contractual royalty rates
19 million  
to 181 million
assumed market 
participant discount rate
54 
financial liabilities fair value at the measurement date
at december 31 2012
fair value 
’m
valuation
technique
signiﬁcant  
unobservable inputs range
contingent consideration payable 1364 income approach 
probability weighted 
discounted cash ﬂow
cumulative probability  
of milestones  
being achieved
19 to 45  
weighted average
assumed  
market participant 
discount rate
59 to 87  
weighted average
periods in which 
milestones are expected 
to be achieved 
2013 to 2028
forecast quarterly 
royalties payable on net 
sales of relevant products
29 to 34 million
the company remeasures the ccr relating to contingent consideration due to the company following divestment of one of the 
company’s products at fair value at each balance sheet date with the fair value measurement based on forecast cash ﬂows over a 
number of scenarios which vary depending on the expected performance outcome of the product following divestment the forecast 
cash ﬂows 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 amounts the company may be required to pay in conjunction with the ferrokin and 
pervasis business combinations see note 4 and the license acquired from mt sinai see note 18 the amount of contingent 
consideration which may ultimately be payable by shire in relation to the ferrokin and pervasis business combinations is dependent 
upon the achievement of speciﬁed 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 the license acquired from mt sinai is dependent upon future net sales of replagal in the relevant 
territories over the life of the license the company assesses the present value of forecast future net sales of replagal and re
measures the related contingent consideration to fair value each balance sheet date 
21 fair value measurement continued notes to the consolidated ﬁnancial statements
110 shire plc annual report 2012
in millions of us dollars except where indicated
the fair value of the company’s contingent consideration receivable and payable could signiﬁcantly increase or decrease due to changes 
in certain assumptions which underpin the fair value measurements each set of assumptions and milestones are speciﬁc 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 replagal and related future royalties payable the 
probability weightings applied to different sales scenarios of one 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 ﬂows 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 using signiﬁcant unobservable inputs level 3
in the year to december 31 2012 the company recognized impairment charges totaling 197 9 million to write down its resolor 
intangible assets to their fair values see note 13 for details 
the fair values of these intangible assets were determined using the income approach which used signiﬁcant unobservable level 3 
inputs these unobservable inputs included among other things forecast future resolor revenues in light of the continuing challenges 
in the european reimbursement environment and the results of an evaluation of alternative sales and marketing strategies for resolor 
in the eu and the determination of appropriate market participant discount rates and tax rates to be applied in calculating the present 
value of forecast future cash ﬂows arising from these intangible assets 
quantitative information about these nonrecurring level 3 fair value measurements is included below
fair value at the measurement date
at december 31 2012
fair value 
’m
valuation
technique
signiﬁcant  
unobservable inputs range
resolor intangibles 1675 income approach 
discounted cash ﬂow
decline in forecast  
peak sales following 
results of an evaluation  
of alternative  
selling strategies
41 
assumed market 
participant discount rate
77 to 87
assumed market 
participant effective  
tax rate 
15
financial assets and liabilities that are not measured at fair value on a recurring basis
the carrying amounts and estimated fair values as at december 31 2012 and december 31 2011 of the company’s ﬁnancial assets and 
liabilities which are not measured at fair value on a recurring basis are as follows
december 31 2012 december 31 2011
year to 
carrying
amount
’m
fair value
’m
carrying
amount
’m
fair value 
’m
financial liabilities
convertible bonds level 1 11000 12282 11000 13097 
building ﬁnancing obligation level 3 80 103 82 97 
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 ﬁnancial instrument
the following methods and assumptions were used to estimate the fair value of each material class of ﬁnancial instrument
 convertible bonds – the fair value of shire’s 1100 million 275 convertible bonds due 2014 is determined by reference to the market 
price of the instrument as the convertible bonds are publicly traded
 building ﬁnance obligations – the fair value of building ﬁnance obligations are estimated based on the present value of future cash 
ﬂows and an estimate of the residual value of the underlying property at the end of the lease term associated with these obligations
the carrying amounts of other ﬁnancial assets and liabilities materially approximate to their fair value because of the short term maturity of 
these amounts
 
21 fair value measurement continued financial statements
 shire plc annual report 2012  111
22 shareholders’ equity
authorized common stock
the authorized stock of shire plc as at december 31 2012 was 1000000000 ordinary shares and two subscriber ordinary shares
dividends
under jersey law shire plc is entitled to make payments of dividends from its accumulated proﬁts and other distributable reserves at 
december 31 2012 shire plc’s distributable reserves were approximately 95 billion
treasury stock 
the company records the purchase of its own shares by the ebt and under the share buyback program as a reduction of shareholders’ 
equity based on the price paid for the shares at december 31 2012 the ebt held 38 million ordinary shares 2011 46 million 2010 
44 million and 11 million adss 2011 24 million 2010 32 million and shares held under share buyback program were 27 million 
ordinary shares 2011 nil 2010 nil and 03 million adss 2011 nil 2010 nil during the year to december 31 2012 a total of 45 million 
2011 27 million 2010 002 million ordinary shares and 09 million 2011 08 million 2009 002 million adss had been purchased for 
total consideration of 2058 million 2011 1518 million 2010 17 million including stamp duty and broker commission 
share buyback program
during the year the company has commenced a share buyback program for the purpose of returning funds to shareholders of up to 
500 million through both direct purchases of ordinary shares and through the purchase of ordinary shares underlying american 
depositary receipts “adrs” the purchases have been made through independent third parties who make their trading decisions 
independently of and uninﬂuenced by the company the independence of the third parties enables the company to continue to purchase 
ordinary shares including ordinary shares underlying adrs during close periods and other prohibited periods should they arise 
during the year ended december 31 2012 the company made onmarket repurchases totaling 3631571 ordinary shares at a cost of 
1065 million including transaction costs this represents 065 of the issued share capital of the company as at the year end 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 annual general meeting “agm” on april 24 2012 when the company was authorized to make 
market purchases of up to 56253208 of its own ordinary shares that authority will expire at the 2013 agm and in accordance with 
usual practice a resolution to renew it for another year will be proposed the shares purchased to date are held as treasury 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
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 ﬁrst record date after shehe ﬁrst 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 beneﬁt 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 andor 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  notes to the consolidated ﬁnancial statements
112 shire plc annual report 2012
in millions of us dollars except where indicated
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 2012 old shire paid dividends totaling 815 million 2011 67 6 million 2010 583 million on the 
income access share to the trustee in an amount equal to the dividend shire ordinary shareholders would have received from shire
23 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
 
2012 
’m
2011 
’m
2010 
’m
numerator for basic earnings per share 7454 8650 5880
interest on convertible bonds net of tax 313 336 335 
numerator for diluted earnings per share 7767 8986 6215 
weighted average number of shares millions millions millions
basic
1
5554 5511 5462 
effect of dilutive shares
share based awards to employees
2
46 109 109
convertible bonds 275 due 2014
3
335 334 332
diluted 5935 5954 5903 
1  excludes shares purchased by the ebt and under the share buyback program and presented by shire as treasury stock
2  calculated using the treasury stock method
3  calculated using the ‘ifconverted’ method
year to december 31 2012 2011 2010 
earnings per ordinary share – basic
earnings per ordinary share attributable to shire plc shareholders – basic 1342¢ 1569¢ 1077¢
earnings per ordinary share – diluted
earnings per ordinary share attributable to shire plc shareholders – diluted 1309¢ 1509¢ 1053¢
the share equivalents not included in the calculation of the diluted weighted average number of shares are shown below
year to december 31
2012 
 number  
of shares 
millions
2011  
number  
of shares 
millions
2010 
number  
of shares 
millions 
share based awards to employees
1
67 29 54
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 satisﬁed as at the balance sheet date
22 shareholders’ equity continued financial statements
 shire plc annual report 2012  113
24 segmental reporting
shire’s internal ﬁnancial reporting is in line with its business unit and management reporting structure the company has three business 
units and three reportable segments sp  hgt and rm the sp  hgt and rm reportable segments represent the company’s revenues 
and costs for currently promoted and sold products together with the costs of developing products for future commercialization  
‘all other’ has been included in the table below in order to reconcile the three segments to the total consolidated ﬁgures
the company evaluates performance based on revenue and operating income the company does not have intersegment 
transactions assets that are directly attributable or allocable to the segments have been separately disclosed 
2012
sp 
’m
hgt 
’m
rm 
’m
all other 
’m
total 
’m
product sales 28349 14180 1538 – 44067 
royalties 1488 – –  928 2416 
other revenues 317 12 –  – 329 
total revenues 30154 14192 1538 928 46812 
cost of product sales
1
3454 2404 596 – 6454 
research and development
1
6174 3291 190 – 9655 
selling general and administrative
1
13541 3844 1618 2137 21140 
gain on sale of product rights 181 – – – 181
integration and acquisition costs 121 05 126 – 252 
total operating expenses 23109 9544 2530 2137 37320 
operating incomeloss 7045 4648 992 1209 9492 
total assets 23708 19416 9458 20590 73172 
longlived assets
2
1388 6982 362 839 9572 
capital expenditure on longlived assets
2
645 421 97 295 1462 
1  depreciation from manufacturing plants 315 million and amortization of favorable manufacturing contracts 07 million is included in cost of product sales depreciation of 
research and development assets 225 million and impairment of iprd intangible assets in the sp reporting segment 712 million is included in research and development 
and all other depreciation amortization and impairment of 3806 million is included in selling general and administrative
2  longlived assets comprise all noncurrent assets excluding goodwill and other intangible assets deferred contingent consideration assets deferred tax assets investments 
income tax receivable and ﬁnancial instruments
2011
sp 
’m
hgt 
’m
rm 
’m
all other 
’m
total 
’m
product sales 26156 12293 1053 – 39502 
royalties 1996 – –  839 2835 
other revenues 245 12 –  40 297 
total revenues 28397 12305 1053 879 42634 
cost of product sales
1
3517 2000 364 – 5881 
research and development
1
4491 3154 62 – 7707 
selling general and administrative
1
11313 3406 644 2151 17514 
loss on sale of product rights 60 – – – 60 
reorganization costs 118 – – 125 243 
integration and acquisition costs 01 – 136 – 137 
total operating expenses 19500 8560 1206 2276 31542 
operating incomeloss 8897 3745 153 1397 11092 
total assets 24217 18494 9677 11414 63802 
longlived assets
2
1268 7208 229 632 9337 
capital expenditure on longlived assets
2
544 1294 15 189 2042 
1  depreciation from manufacturing plants 398 million and amortization of favorable manufacturing contracts 17 million is included in cost of product sales depreciation of 
research and development assets 252 million and impairment of iprd intangible assets in the sp reporting segment 160 million is included in research and development 
and all other depreciation amortization and impairment 2281 million is included in selling general and administrative
2  longlived assets comprise all noncurrent assets excluding goodwill and other intangible assets deferred contingent consideration assets deferred tax assets investments 
income tax receivable and ﬁnancial instruments notes to the consolidated ﬁnancial statements
114 shire plc annual report 2012
in millions of us dollars except where indicated
2010 
sp 
’m
hgt 
 ’m
rm 
 ’m
all other 
 ’m
total 
 ’m
product sales 22192 9090 – – 31282 
royalties 1733 – –  1548 3281 
other revenues 71 26 – 51 148 
total revenues 23996 9116 – 1599 34711 
cost of product sales
1
3321 1293 – 20 4634 
research and development
1
3489 3122 – 04 6615 
selling general and administrative
1
10358 2977 – 1928 15263 
gain on sale of product rights 165 – – – 165
reorganization costs 130 – – 213 343 
integration and acquisition costs 80 – – – 80 
total operating expenses 17213 7392 – 2165 26770 
operating incomeloss 6783 1724 – 566 7941 
total assets 24835 17869 – 11172 53876 
longlived assets
2
1547 6554 – 473 8574 
capital expenditure on longlived assets
2
218 2811 – 129 3158 
1  depreciation from manufacturing plants 381 million and amortization of favorable manufacturing contracts 17 million is included in cost of product sales depreciation of 
research and development assets 190 million is included in research and development and all other depreciation and amortization 2383 million is included in selling 
general and administrative
2  longlived assets comprise all noncurrent assets excluding goodwill and other intangible assets deferred contingent consideration assets deferred tax assets investments 
income tax receivable and ﬁnancial instruments
geographic information
revenues based on the geographic location from which the sale originated 
year to december 31
2012 
’m 
2011 
’m 
2010 
’m 
ireland 206 211 211 
united kingdom 2070 2199 2039 
north america 31599 28671 23331 
rest of world 12937 11553 9130 
total revenues 46812 42634 34711 
longlived assets comprise all noncurrent assets excluding goodwill and other intangible assets deferred contingent consideration 
assets deferred tax assets investments and ﬁnancial instruments based on the geographic location within which the economic  
beneﬁts arise 
year to december 31
2012 
 ’m
2011 
’m
ireland 52 29 
united kingdom 722 737 
north america 8610 8410 
rest of world 188 161 
total 9572 9337 
24 segmental reporting continued financial statements
 shire plc annual report 2012  115
material customers
in the periods set out below certain customers all within the sp operating segment accounted for greater than 10 of the company’s 
product revenues
year to december 31
2012 
’m 
2012 
 product 
revenue 
2011 
’m 
2011 
 product 
revenue 
2010 
’m 
2010 
 product 
revenue 
cardinal health inc 10357 24 9239 23 7912 25 
mckesson corp 8359 19 7429 19 5743 19 
amounts outstanding as at december 31 in respect of these material customers were as follows
december 31
2012 
’m 
2011 
’m 
cardinal health inc 1661 1721 
mckesson corp 1274 1014 
revenue by product
in the periods set out below revenues by major product were as follows
2012 
’m 
2011 
’m 
2010 
’m 
specialty pharmaceuticals
vyvanse 10298 8050 6342 
adderall xr 4290 5328 3608 
intuniv 2878 2230 1659 
equasym 292 199 220 
daytrana – – 494 
lialdamezavant 3999 3721 2934 
pentasa 2658 2514 2359 
resolor 118 61 03 
fosrenol 1720 1669 1821 
xagrid 972 906 873 
other 1124 1478 1879 
28349 26156 22192 
human genetic therapies
replagal 4975  4752  3513 
elaprase 4976  4649  4036 
vpriv 3066  2562  1430 
firazyr 1163  330  111 
14180 12293 9090
regenerative medicine
dermagraft 1538 1053 –
1538 1053 –
44067 39502 31282
24 segmental reporting continued notes to the consolidated ﬁnancial statements
116 shire plc annual report 2012
in millions of us dollars except where indicated
25 other incomeexpense net
year to december 31
2012  
’m
2011 
’m 
2010 
’m 
gain on sale of noncurrent investments – 235 111 
other 27 54 32
27 181 79 
in the year to december 31 2011 the company disposed of 18 million shares in vertex representing substantially the company’s entire 
holding in vertex for cash consideration of 947 million realizing a gain of 235 million which has been included in other income net in 
2011 the company obtained its holding in vertex on disposal of its investment in virochem pharma inc as a result of which the 
company recorded a gain on disposal of 111 million in 2010 
26 retirement beneﬁts
the company makes contributions to deﬁned contribution retirement plans that together cover substantially all employees the level of 
the company’s contribution is ﬁxed at a set percentage of employee’s pay 
company contributions to personal deﬁned contribution pension plans totaled 464 million 444 million and 318 million for the years 
to december 31 2012 2011 and 2010 respectively and were charged to operations as they became payable
27 taxation
the components of pre tax income from continuing operations are as follows
year to december 31
2012  
’m
2011 
’m 
2010 
’m 
republic of ireland 747 659 1700
uk 307 453 354 
us 5874 7476 7455 
other jurisdictions 3680 3631 1584 
9114 10901 7693 
the provision for income taxes by location of the taxing jurisdiction for the years to december 31 2012 2011 and 2010 consisted of  
the following
year to december 31
2012  
’m
2011 
’m 
2010 
’m 
current income taxes
republic of ireland – 18 – 
us federal tax 1865 1931 1764 
us state and local taxes 110 90 66 
other 290 400 259 
total current taxes 2265  2403  2089 
deferred taxes
us federal tax 530 225 60
us state and local taxes 95 46 98
uk corporation tax 130 10 01
other 100 296 103
total deferred taxes 595 127 262
total income taxes 1670 2276 1827 financial statements
 shire plc annual report 2012  117
the reconciliation of income from continuing operations before income taxes noncontrolling interests 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
2012  
’m
2011 
’m 
2010 
’m 
income from continuing operations before income taxes and equity  
in earnings of equity method investees  9114 10901 7693 
statutory tax rate
1
250 250 250
adjustments to derive effective rate   
nondeductible items
us rd credit 28 47 57
effect of the convertible bond 09 08 18
intragroup items
2
177 77 120
recognition of foreign tax credits 73 –  – 
other permanent items 06 04 08
other items 
change in valuation allowance 38 21 51
impact of resolor impairment 54 –  – 
difference in taxation rates
3
73 45 110
change in provisions for uncertain tax positions 12 13 22
prior year adjustment 09 08 42
change in tax rates 08 14 – 
other 02 04 02
provision for income taxes on continuing operations 183 209 238
1  in addition to being subject to the irish corporation tax rate of 25 in 2012 the company is also subject to income tax in other territories in which the company operates 
including canada 15 france 333 germany 15 italy 27 5 luxembourg 210 malta 35 the netherlands 255 belgium 3399 spain 30 sweden 
263 switzerland 85 united kingdom 245 and the us 35 the rates quoted represent the headline 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 pre tax 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 earnings
losses of equity method investees
3  certain of our activities operate under a tax holiday which is effective through december 2021 the impact of the tax holiday is to increase the effective tax rate by 03 during 
2012 2011 decrease in the effective tax rate by 17 2010 increase in the effective tax rate by 02
27 taxation continued notes to the consolidated ﬁnancial statements
118 shire plc annual report 2012
in millions of us dollars except where indicated
provisions for uncertain tax positions
the company ﬁles income tax returns in the republic of ireland the uk 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 1999 tax authorities in various jurisdictions are in the process of auditing the company’s 
tax returns for ﬁscal periods from 1999 these tax audits cover a range of issues including transfer pricing potential restrictions on the 
utilization of net operating losses potential taxation of overseas dividends and controlled foreign companies’ rules
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 beneﬁts however an estimate of such increase cannot be made
the company is required in certain tax jurisdictions to make advance deposits to tax authorities on receipt of tax assessments these 
payments have been offset against the income tax liability within the balance sheet but have not reduced the provision for unrecognized 
tax beneﬁts
a reconciliation of the beginning and ending amount of unrecognized tax beneﬁts is as follows
2012  
’m
2011 
’m 
2010 
’m 
balance at january 1 2655 2908 2540 
increases based on tax positions related to the current year 205 182 124 
decreases based on tax positions taken in the current year – 25 17
increases for tax positions taken in prior years 04 14 180 
decreases for tax positions taken in prior years 33 120 32
decreases resulting from settlements with the taxing authorities 105 257 65
decreases as a result of expiration of the statute of limitations 03 05 – 
foreign currency translation adjustments
1
65 42 178 
balance at december 31
2
2788 2655 2908
1 recognized within other comprehensive income
2 the full amount of which would affect the effective rate if recognized
the company considers it reasonably possible that certain audits currently being conducted will be concluded in the next twelve 
months and as a result the total amount of unrecognized tax beneﬁts recorded at december 31 2012 could decrease by up to 
approximately 200 million the company believes that its reserves for uncertain tax positions are adequate to cover the resolution of 
these audits and does not expect there to be a material impact either favorable or unfavorable on the ﬁnancial results of the company 
on settlement 
the company recognizes interest and penalties accrued related to unrecognized tax beneﬁts within income taxes during the years 
ended december 31 2012 2011 and 2010 the company recognized 51 million 40 million and 10 million in interest and penalties 
and the company had a liability of 1196 million and 1145 million for the payment of interest and penalties accrued at december 31 
2012 and 2011 respectively
27 taxation continued financial statements
 shire plc annual report 2012  119
deferred taxes
the signiﬁcant components of deferred tax assets and liabilities and their balance sheet classiﬁcations as at december 31 are as 
follows
december 31 
2012 
 ’m
december 31 
2011 
’m
deferred tax assets
deferred revenue 55 60 
inventory and warranty provisions 525 433 
losses carried forward including tax credits 4257 3848 
provisions for sales deductions and doubtful accounts 1449 1195 
restructuring 08 07 
intangible assets 369 440 
share based compensation 327 348 
other 647 341 
gross deferred tax assets 7637 6672 
less valuation allowance 2686 2118
4951 4554 
deferred tax liabilities
intangible assets 7027 6915
excess of book value over tax value of assets 368 222
net deferred tax liabilities 2444 2583
balance sheet classiﬁcations
deferred tax assets – current 2299 2076 
deferred tax assets – noncurrent 465 507 
deferred tax liabilities – noncurrent 5208 5166
2444 2583
at december 31 2012 the company had a valuation allowance of 2686 million 2011 2118 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 2012 739 million 2011 685 million the us 2012 37 2 million 2011 339 million germany 2012 969 million 2011 
807 million and other foreign tax jurisdictions 2012 606 million 2011 287 million
the net increase in valuation allowances of 568 million is principally due to increases of losses and other temporary differences in 
european jurisdictions as the company’s management considers that there is insufﬁcient future taxable income taxable temporary 
differences and feasible taxplanning strategies 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 2012 based upon a consideration in combination of the proﬁt history of the relevant afﬁliates projections of future 
taxable income over the periods in which temporary differences are anticipated to reverse any restrictions on uses of loss carryforwards 
and prudent and feasible taxplanning strategies management believes it is more likely than not that the company will realize the beneﬁts 
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 future periods
the approximate tax effect of nols capital losses and tax credit carryforwards as at december 31 are as follows
2012 
 ’m
2011 
’m
us federal tax nols 261 453 
us state tax nols 314 198 
uk nols 207 248 
republic of ireland nols 726 580 
foreign tax jurisdictions 2088 1747 
rd and other tax credits 662 621 
27 taxation continued notes to the consolidated ﬁnancial statements
120 shire plc annual report 2012
in millions of us dollars except where indicated
the approximate gross value of nols and capital losses at december 31 2012 is 17835 million 2011 16101 million the tax 
effected nols capital losses and tax credit carryforwards shown above have the following expiration dates
december 31 
2012 
 ’m
within 1 to 2 years 08 
within 2 to 3 years 10 
within 3 to 4 years 08 
within 4 to 5 years 32 
within 5 to 6 years 24 
after 6 years 1179 
indeﬁnitely 2997
we do not provide for deferred taxes on the excess of the ﬁnancial reporting over the tax basis in our investments in foreign subsidiaries 
that are essentially permanent in duration at december 31 2012 that excess totaled approximately 7 8 billion the determination of 
additional deferred taxes is not practicable and is not provided
28 share based compensation plans
the following table shows the total share based compensation expense see below for types of share based awards included in the 
consolidated statements of income
2012  
’m
2011 
’m 
2010 
’m 
cost of product sales 63 88 70 
research and development 258 218 168 
selling general and administrative 550 451 384 
total 871 757 622 
less tax 238 236 172
633 521 450 
there were no capitalized share based compensation costs at december 31 2012 and 2011
at december 31 2012 1023 million 2011 1141 million of total unrecognized compensation cost relating to nonvested awards is 
expected to be recognized over a period of three years 
at december 31 2012 746 million 2011 1000 million of total unrecognized compensation cost relating to nonvested in the money 
awards based on the average share price during the year is expected to be recognized over a weighted average period of 17 years 
2011 18 years the total fair value of in the money awards vested during the year to december 31 2012 was 1139 million  
2011 87 4 million
27 taxation continued financial statements
 shire plc annual report 2012  121
share based 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 in 2010 the company amended the rules of 
the shire portfolio share plan effective on a prospective basis for newly granted awards the “amendment” after the amendment sars 
and psas granted under the shire portfolio share plan parts a and b to executive directors are exercisable subject to performance and 
service criteria
the amendments had the following principal effect on the terms and conditions of sars and psas i the contractual life of sars has 
been extended from ﬁve to seven years ii the vesting period of sars and psas granted to employees below the level of executive  
vice president allows for graded vesting rather than mandatory cliff vesting and iii awards granted to executive directors contain 
performance conditions based on growth in adjusted return on invested capital “adjusted roic” and earnings before interest taxation 
depreciation and amortization as deﬁned in the amendments “non gaap ebitda” rather than the previous market based condition of 
total shareholder return 
the company also operates an employee share purchase plan and a sharesave scheme
the following awards were outstanding as at december 31 2012
compensation  
type
number 
of awards
expiration  
period from  
date of issue vesting period
portfolio share plan – part a sars 17140161 57 years 3 years cliff or graded vesting 
subject to market or performance 
criteria for executive directors 
only
sharesave scheme stock options  348891 6 months after 
vesting
3 or 5 years
stock purchase plan stock options  784074 on vesting date 1 to 5 years
legacy plans stock options  263821 7 to 10 years 310 years subject to market  
or performance criteria
stocksettled sars and stock options 18536947
portfolio share plan – part b performance  
share awards
 3518138 3 years 3 years cliff or graded vesting 
subject to market or performance 
criteria for executive directors 
only 
performance share awards 3518138
number of awards are stated in terms of ordinary share equivalents
stock settled sars and stock options
a portfolio share plan – part a
stocksettled share appreciation rights granted under the portfolio share plan – part a prior to the amendments are exercisable subject 
to certain market and service criteria stocksettled share appreciation rights granted under the portfolio share plan – part a subsequent 
to the amendments are exercisable subject to performance and service criteria 
in respect of any awards made to executive directors prior to the amendments the market conditions are based on relative total 
shareholder return vesting of awards granted to executive directors will depend on relative total shareholder return performance against 
two comparator groups for one third of the award the comparator group will be the financial times stock exchange 100 constituents 
excluding ﬁnancial institutions and for two thirds of the award the comparator group will be a group of international companies from the 
pharmaceutical sector in addition before awards granted to executive directors will vest the remuneration committee must be satisﬁed 
that the underlying performance of the company is sufﬁcient to justify this where median performance is achieved 33
1
 3 of stock
settled share appreciation rights will vest rising on a straightline basis to full vesting at upper quartile performance
in respect of any award made to executive directors subsequent to amendments performance criteria are based on non gaap 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 market or performance conditions and are only subject to 
service conditions 
once awards have vested participants will have until the ﬁfth anniversary for awards granted prior to the amendments or seventh 
anniversary for awards granted subsequent to the amendments of the date of grant to exercise their awards
28 share based compensation plans continued notes to the consolidated ﬁnancial statements
122 shire plc annual report 2012
in millions of us dollars except where indicated
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 ﬁveyear 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 ﬁrst 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 ﬁxed growth rate at december 31 2012 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 2012 and of the related transactions during the 
period then ended is presented below
year to december 31 2012
weighted 
average 
exercise  
price 
£
number of 
shares 
intrinsic  
value 
£’m 
outstanding as at beginning of period 1283 23398448 
granted 2076 6132677 
exercised 2021 9087112
forfeited 1696 1907066
outstanding as at end of period 1666 18536947 410 
exercisable as at end of period 1291 4755505 283 
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 2012 was £435
sars and stock options outstanding as at december 31 2012 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
230823 338700 18 532 230823 532
4282514 7011400 37 1167 2433176 1032
14023610 14012300 50 1714 2091506 1676
18536947 4755505
number of awards are stated in terms of ordinary share equivalents
28 share based compensation plans continued financial statements
 shire plc annual report 2012  123
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 prior to the amendments the market conditions are based on relative total 
shareholder return vesting will depend on relative total shareholder return performance against two comparator groups for one third  
of an award the comparator group will be the financial times stock exchange 100 constituents excluding ﬁnancial institutions and for 
two thirds of the award the comparator group will be a group of international companies from the pharmaceutical sector in addition 
before awards granted to executive directors will vest the committee must be satisﬁed that the underlying performance of the company 
is sufﬁcient to justify this where median performance is achieved 33
1
 3 of performance shares will vest rising on a straightline basis to 
full vesting at upper quartile performance
in respect of any award granted to executive directors subsequent to the amendments the performance criteria are based on  
non gaap ebitda and adjusted roic targets
awards granted to employees below executive director level are not subject to market or 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 2012 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 5709744
granted 1485169
exercised 3136714
forfeited 540061
outstanding as at end of period 3518138 664 53
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 2012 is £2156
exercises of employee share based awards
the total intrinsic values of share based awards exercised for the years to december 31 2012 2011 and 2010 were 2241 million  
1893 million and 703 million respectively the total cash received from employees as a result of employee share option exercises  
for the period to december 31 2012 2011 and 2010 was approximately 162 million 134 million and 112 million respectively  
in connection with these exercises the tax beneﬁt credited to additional paidin capital for the years to december 31 2012 2011  
and 2010 was 401 million 294 million and 29 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 2013 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 2012 the ebt held 38 million ordinary shares  
and 11 million adss
28 share based compensation plans continued notes to the consolidated ﬁnancial statements
124 shire plc annual report 2012
in millions of us dollars except where indicated
valuation methodologies
the company estimates the fair value of its share based awards using a blackscholes valuation model key input assumptions used to 
estimate the fair value of share based 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 share based payment transactions
the fair value of share awards granted was estimated using the following assumptions
period ended december 31 2012 2011 2010
riskfree interest rate
1
 021 0125 0530
expected dividend yield 006 005 006
expected life 14 years 15 years 15 years
volatility 2432 1933 2232
forfeiture rate 57 57 57
1 riskfree interest rate is for uk and us grants
the following assumptions were used to value share based 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 post
vesting employment termination behavior 
 expected volatility – measured using historical daily price changes of the company’s share price over the respective expected life of  
the share based 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
29 principal subsidiaries
subsidiaryundertaking jurisdiction of incorporation
3829359 canada inc canada
ferrokin biosciences inc united states
jerini holding limited malta
jerini ophthalmic holding gmbh germany
jerini ophthalmic inc united states
jerini trading limited malta
jpt peptide technologies inc united states
monmouth pharmaceuticals limited united kingdom
movetis gmbh germany
movetis limited united kingdom
pharma international insurance limited ireland
rybar laboratories limited united kingdom 
shgt executive services inc united states
shire 2005 investments limited cayman islands
shire acquisition inc canada
shire acquisitions ireland limited ireland
shire ag switzerland
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 biopharmaceuticals ireland no2 limited ireland
28 share based compensation plans continued financial statements
 shire plc annual report 2012  125
subsidiaryundertaking jurisdiction of incorporation
shire brandywine llc united states 
shire canada inc canada
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 gmbh germany
shire hellas pharmaceuticals import export and marketing sa greece
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 sa rl 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 incorporated united states
shire intellectual property 2 srl barbados
shire intellectual property ireland limited ireland
shire intellectual property srl barbados
shire international licensing bv netherlands
shire investments  finance uk company united kingdom
shire ip services corporation canada
shire italia spa italy
shire japan kk japan
shire jersey limited jersey
shire llc united states
shire luxembourg intellectual property no2 sa rl luxembourg
shire luxembourg intellectual property sa rl luxembourg
shire luxembourg sa rl luxembourg
shiremovetis nv belgium
shire north america group inc united states
shire norway as norway
shire orphan therapies gmbh germany
shire orphan therapies inc united states 
shire pharmaceutical contracts limited united kingdom
shire pharmaceutical development inc united states
shire pharmaceutical development limited united kingdom
29 principal subsidiaries continued notes to the consolidated ﬁnancial statements
126 shire plc annual report 2012
in millions of us dollars except where indicated
subsidiaryundertaking jurisdiction of incorporation
shire pharmaceutical holdings ireland limited ireland
shire pharmaceutical investment holdings limited malta
shire pharmaceutical investment limited malta
shire pharmaceutical investment trading ireland ireland
shire pharmaceutical investments 2008 ireland
shire pharmaceuticals group united kingdom
shire pharmaceuticals iberica sl spain
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 pharmaceuticals trading limited company turkey
shire polska sp z o o poland
shire properties us united states
shire regulatory inc united states
shire regenerative medicine inc united states
shire rus limited liability company russia
shire supplies us llc united states
shire sweden ab sweden
shire uk investments limited united kingdom
shire us holdings inc united states 
shire us inc united states
shire us investments united kingdom
shire us manufacturing inc united states
sparkleﬂame limited united kingdom
tanaud international bv netherlands
tanaud ireland inc ireland
the endocrine centre limited united kingdom
tkt argentina srl argentina
all subsidiary undertakings of shire plc are beneﬁcially owned directly or indirectly as to 100 and are all consolidated in the 
consolidated ﬁnancial statements of shire plc
29 principal subsidiaries continued financial statements
 shire plc annual report 2012  127
30 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
2012 
 ’m
2011 
’m
audit of the company 25 29
audit of the company’s subsidiaries 05 04
total audit fee
1
30 33
tax compliance services  
ie related to assistance with corporate tax returns 02 00
tax advisory services – –
total services relating to taxation
2
02 00
other nonaudit services
3
03 01
total nonaudit services 05 04
total fees 35 34
1 audit fees consisted of audit work only the independent registered public accountant can reasonably be expected to perform such as statutory audits
2 tax fees consisted principally of assistance with matters related to compliance planning and advice in various tax jurisdictions
3 other nonaudit services consist of work generally only the independent registered public accountant can reasonably be expected to perform such as procedures relating  
to regulatory ﬁlings
31 aggregate directors’ remuneration
the following table gives details of the aggregate remuneration paid to executive directors and nonexecutive directors including the 
value of the exercise of options sar awards and vesting of psa awards
2012 
 ’000
2011 
’000
emoluments 5595 5787
money purchase pension contributions 571 561
subtotal of annual emoluments 6166 6348
other income arising from releaseexercise of long term incentives
1
gains on exercise of share options and sar awards and release of psa awards 20447 21851
gains on the release of eaip awards 1515 2368
total emoluments and other income arising from long term incentives
2
28128 30567
1 includes the value of shares that were released under long term plans and gains realised in these years
2 for the purpose of this table amounts denominated in pounds sterling have been converted to us dollar amounts at the average exchange rate for the year ended  
december 31 2012 of £115869 and for 2011 of £116038 128 shire plc annual report 2012
other ﬁnancial information
quarterly results of operations unaudited 
the following table presents summarized unaudited quarterly results for the years to december 31 2012 and 2011
2012
q1  
’m
q2 
’m 
q3 
’m 
q4 
’m
total revenues 11718  12078  11004  12012 
operating income 2950 3022 2734 786 
net income attributable to shire plc 2384 2378 2272 420 
earnings per share – basic 431¢ 427¢ 409¢ 75¢ 
earnings per share – diluted 414¢ 413¢ 396¢ 74¢ 
2011
q1  
’m
q2 
’m 
q3 
’m 
q4 
’m
total revenues 9727  10629  10861  11422 
operating income 2665 2833 2554 3040 
net income attributable to shire plc 2113 2055 1929 2553 
earnings per share – basic 385¢ 372¢ 350¢ 464¢
earnings per share – diluted 370¢ 359¢ 339¢ 444¢
non gaap measures
non gaap ﬁnancial measures are used by shire’s management to make operating decisions because they facilitate internal 
comparisons of shire’s performance to historical results and to competitors’ results shire’s remuneration committee uses certain key 
non gaap measures when assessing the performance and compensation of employees including shire’s executive directors
the non gaap measures are presented in this annual report as shire’s management believe that they will provide investors with  
a means of evaluating and an understanding of how shire’s management evaluates shire’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 shire’s 
management believe are not indicative of the core performance of the business may not be excluded when preparing ﬁnancial  
measures under us gaap  
these non gaap measures should not be considered in isolation from as substitutes for or superior to ﬁnancial 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 both  
2012 and 2011
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  shire plc annual report 2012  129
other ﬁnancial information
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 external internal legal team costs
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 2011 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
free cashﬂow 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
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 ﬁnancial 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 nonstrategic 
investments and
 taxing the resulting adjusted operating income at the underlying non gaap tax rate
non gaap ebitda represents non gaap operating income before depreciation
the following table reconciles us gaap net income to non gaap ebitda
for the year 
ended 
december 31 
2012  
’m
for the year 
ended 
december 31 
2011  
’m
non gaap 
ebitda 
growth 
us gaap net income 7454 8650
deductadd back
equity in earnings of equity method investees net of taxes 10 25
income taxes 1670 2276
other expenseincome net 27 181
interest expense 382 391
interest income 31 19
us gaap operating income 9492 11092
amortization 1941 1650
depreciation 1138 1215
asset impairments 1979 160
integration and acquisition costs 482 247
divestments reorganizations and discontinued operations 181 416
legal and litigation costs 1026 –
non gaap ebitda 15877 14780  7  130 shire plc annual report 2012
a reconciliation of non gaap ﬁnancial measures to the most directly comparable measure under us gaap is presented below
us gaap adjustments non gaap
year to december 31 2012 m
a
m
b
m
c
m
d
m
e
m m
total revenues 46812 – –  –  –  –  46812 
costs and expenses
cost of product sales 6454 – – – – 315 6139 
rd 9655 712 230 – – 225 8488 
sga 21140 3208 – – 1026 598 16308 
gain on sale of product rights 181 – – 181 – – – 
integration and acquisition costs 252 – 252 – – – – 
depreciation – – – – – 1138 1138 
total operating expenses 37320 3920 482 181 1026 – 32073 
operating income 9492 3920 482 181 1026 – 14739 
interest income 31 – –  –  –  –  31 
interest expense 382 –  – –  –  –  382
other expenseincome net 27 40 –  –  –  –  13 
t otal other expense net 378 40 –  –  –  –  338
income before income taxes and 
equity in earnings of equity  
method investees 9114 3960 482 181 1026 –  14401 
income taxes 1670 595 99 –  283 –  2647
equity in earnings of equity method 
investees net of tax 10 – –  –  –  –  10 
net income 7454 3365 383 181 743 –  11764 
impact of convertible debt net of tax 313 –  – – – – 313 
numerator for diluted eps 7767 3365 383 181 743 – 12077 
weighted average number of shares 
millions – diluted 5935 – – – – – 5935 
diluted earnings per ads 3927¢ 1700¢ 194¢ 91¢ 375¢ – 6105¢
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 1941 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 and the integration of abh 160 million charges related to the change in fair value of deferred contingent 
consideration 92 million and tax effect of adjustments
c divestments reorganizations and discontinued operations remeasurement of daytrana contingent consideration to fair 
value 181 million and tax effect of adjustments 
d legal and litigation costs costs related to litigation government investigations other disputes and external legal costs  
1026 million and tax effect of adjustments and
e depreciation reclassiﬁcation depreciation of 1138 million included in cost of product sales rd costs and sga costs for  
us gaap separately disclosed for the presentation of non gaap earnings
other ﬁnancial information  shire plc annual report 2012  131
other ﬁnancial information
us gaap adjustments non gaap
year to december 31 2011 m
a
m
b
m
c
m
d
m m
t otal revenues 42634 – –  –  –  42634 
costs and expenses
cost of product sales 5881 –  110 113 332 5326 
rd 7707 160 –  –  252 7295 
sga 17514 1650 –  –  631 15233 
loss on sale of product rights 60 –  –  60 –  –  
reorganization costs 243 –  –  243 –  –  
integration and acquisition costs 137 –  137 –  –  –  
depreciation –  –   –  1215 1215 
total operating expenses 31542 1810 247 416 –  29069 
operating income 11092 1810 247 416 –  13565 
interest income 19 –––– 19
interest expense 391 –  –  –  –  391 
other expenseincome net 181 24  –  235  –  30
total other expense net 191 24 –  235 –  402
income before income taxes and equity in earnings 
of equity method investees 10901 1834 247 181 –  13163 
income taxes 2276 587 83 27 –  2919
equity in earnings of equity method  
investees net of tax 25 –  –  –  –  25 
net income 8650 1247 164 208 –  10269 
impact of convertible debt net of tax 336 –  –  –  –  336 
numerator for diluted eps 8986 1247 164 208 – 10605 
weighted average number of shares  
millions – diluted 5954 –  –  –  –  5954 
diluted earnings per ads 4527¢ 627¢ 84¢ 105¢ –  5343¢
the following items are included in adjustments
a amortization and asset impairments impairment of intangible assets 160 million amortization of intangible assets relating  
to intellectual property rights acquired 1650 million impairment of available for sale securities 24 million and tax effect  
of adjustments
b acquisitions and integration activities unwind of abh inventory fair value adjustment 110 million costs associated with 
acquisition and integration of abh 136 million and integration of movetis 83 million less adjustment to contingent consideration 
payable for equasym 82 million and tax effect of adjustments
c divestments reorganizations and discontinued operations accelerated depreciation 66 million and dual running costs 
47 million on the transfer of manufacturing from owings mills to a third party remeasurement of daytrana contingent 
consideration to fair value 60 million reorganization costs 243 million on the transfer of manufacturing from owings mills to a 
third party and the establishment of an international commercial hub in switzerland gain on disposal of investment in vertex  
235 million and tax effect of adjustments and
d depreciation depreciation of 1215 million included in cost of product sales rd costs and sga costs for us gaap 
separately disclosed for the presentation of non gaap earnings
  132 shire plc annual report 2012
ireland
group headquarters
5 riverwalk 
citywest business campus 
dublin 24 
republic of ireland 
tel 353 1 429 7700 
fax 353 1 429 7701
uk
unity place 
hampshire international business park 
chineham 
basingstoke 
hampshire  
rg24 8ep 
united kingdom 
tel 44 0 1256 894000 
fax 44 0 1256 894708
switzerland
route de crassier 7 
po box 2558 
1262 eysins 
switzerland 
tel 41 22 419 4000  
fax 41 22 419 4001
shire head ofﬁces and main operating locations
us specialty pharmaceuticals
725 chesterbrook blvd 
wayne philadelphia 
19087 5637 
usa 
tel 1 484 595 8800 
fax 1 484 595 8200
us human genetic therapies
300 patriot way 
lexington 
massachusetts 02421 
usa 
tel 1 617 349 0200 
fax 1 617 613 4004
us regenerative medicine
11095 torreyana road 
san diego 
ca 92121 
usa 
tel 1 858 754 3700 
fax 1 858 754 3750
   shire plc annual report 2012  133
other ﬁnancial information
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 wwwshareview
coukmyportfolio and follow the online instructions to start you 
will require your shareholder reference number which you will ﬁnd 
on your share certiﬁcate or dividend tax voucher following 
registration you will need to alter your mailing preference to 
ecommunications and conﬁrm your email address
shareholders who do not elect to receive documents or 
notiﬁcations 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 fsa before  
getting involved by visiting wwwfsagovukregister and
 report the matter to the fsa either by calling 0845 606 1234  
or by completing an online form at  
wwwfsagovukpagesdoingregulatedlawalertsformshtml
if you deal with an unauthorized ﬁrm 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 fsa website  
wwwfsagovukconsumerinformationscamsandswindles  
this warning has been issued by the financial services  
authority and endorsed by the institute of chartered secretaries 
and administrators 
financial calendar
second interim dividend payment  april 2013
annual general meeting april 2013
first quarter results’ announcement may 2013
second quarter results’ announcement july 2013
first interim dividend payment october 2013
third quarter results’ announcement october 2013
annual results’ announcement february 2014
second interim dividend payment april 2014
shareholder information
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 efﬁcient 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 ﬁrst 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 indeﬁnitely 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 
httpwwwshirecomshireplceninvestorsshareholderinformation
shareholderforms
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  134 shire plc annual report 2012
shareholder information
registered ofﬁce
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
uk
unity place 
hampshire international business park 
chineham 
basingstoke 
hampshire  
rg24 8ep 
united kingdom
website
wwwshirecom
investor relations
eric rojas 
tel 1 781 482 0999 
email erojasshirecom
registrars
all administrative enquiries relating to shareholders 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
from overseas 
tel 44 0121 415 7593 
in the 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 ﬁles 
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
citi bank na is the depository for shire adss all enquiries 
concerning ads records certiﬁcates 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  shire plc annual report 2012  135
other ﬁnancial information
cautionary statements
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 
 revenues from adderall xr are subject to generic erosion 
 the failure to obtain and maintain reimbursement or an adequate 
level of reimbursement by third party payors in a timely manner 
for shire’s products may impact future revenues and earnings
 shire relies on a single source for manufacture of certain of its 
products and a disruption to the supply chain for those 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
 shire uses third party manufacturers to manufacture many of its 
products and is reliant upon third party contractors for certain 
goods and services and any inability of these third party 
manufacturers to manufacture products or any failure of these 
third party contractors to provide these goods and services in 
each case in accordance with its respective contractual 
obligations could adversely affect shire’s ability to manage its 
manufacturing processes or to operate its business
 the development approval and manufacturing of shire’s 
products is subject to extensive oversight by various regulatory 
agencies and regulatory approvals or interventions associated 
with changes to manufacturing sites ingredients or 
manufacturing processes could lead to signiﬁcant delays 
increase in operating costs lost product sales an interruption of 
research activities or the delay of new product launches
 the actions of certain customers could affect shire’s ability to sell 
or market products proﬁtably and ﬂuctuations in buying or 
distribution patterns by such customers could adversely impact 
shire’s revenues ﬁnancial 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 the 
distraction of senior management signiﬁcant legal costs and the 
payment of substantial compensation or ﬁnes
 adverse outcomes in legal matters and other disputes including 
shire’s ability to obtain maintain enforce and defend patents 
and other intellectual property rights required for its business 
could have a material adverse effect on shire’s revenues 
ﬁnancial condition or results of operations
 and other risks and uncertainties detailed from time to time in 
shire’s ﬁlings with the securities and exchange commission 
including those risks outlined on pages 18 to 23 136 shire plc annual report 2012
shire plc
parent company ﬁnancial statements  
of shire plc
for the year ended december 31 2012
company registration number 99854  shire plc annual report 2012  137
other ﬁnancial information
137 ofﬁcers and professional advisors 
138 directors’ report
140 directors’ responsibilities statement
141 independent auditor’s report
142 proﬁt and loss account
142 balance sheet
143 notes to the ﬁnancial statements
directors
matthew emmens  
angus russell 
dr flemming ornskov 
graham hetherington  
william burns  
dr steven gillis  
dr david ginsburg  
david kappler  
susan kilsby  
anne minto obe 
david stout
company secretary
tatjana may
registered ofﬁce
22 grenville street 
st helier 
je4 8px 
jersey
corporate headquarters
5 riverwalk 
citywest business campus 
dublin 24 
republic of ireland
auditor
deloitte llp 
london 
united kingdom
contents ofﬁcers and professional advisors 138 shire plc annual report 2012
the directors present their annual report and the audited ﬁnancial 
statements for the year ended december 31 2012
principal activity and business review
shire plc the “company” and its subsidiaries collectively  
referred to as the “group” or “shire” is a leading specialty 
biopharmaceutical company that focuses on meeting the  
needs of the specialist physician
shire develops and provides healthcare in the areas of
 behavioral health and gastro intestinal conditions
 rare genetic diseases and 
 regenerative medicine
as well as other symptomatic conditions treated by specialist 
physicians to serve different patient groups the company 
operates in three distinct business units specialty pharmaceuticals 
“sp” human genetic therapies “hgt” and regenerative 
medicine “rm” 
the principal legislation under which the company operates is 
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 
ﬁnancial statements and annual report and accounts of the 
company for the year to december 31 2012 prepared in 
accordance with united kingdom listing authority requirements 
the “shire annual report” in the chairman’s review on pages 4 
and 5 the chief executive ofﬁcer’s review on pages 6 and 7 and 
the financial review on pages 24 to 35 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  
ﬁnancial risks can be found in note n on page 150 to these  
ﬁnancial statements
during the year the company 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 14 in the shire annual report
income access share arrangements
in 2008 shire put in place and continues to operate 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 22 of the shire annual report
directors’ report
results and dividends
a loss on ordinary activities before taxation of 741 million was 
recorded for the year ended december 31 2012 year ended 
december 31 2011 883 million
the net assets of the company decreased from 96466 million 
for the year ended december 31 2011 to 95484 million for the 
year ended december 31 2012 primarily as a result of the loss the 
company made during 2012
dividends paid and dividend policy
the company paid dividends amounting to 48 million in the year 
2011 62 million in accordance with ias arrangements the 
company directed shire biopharmaceuticals holdings which prior 
to the scheme of arrangement in 2008 was the former parent 
company of the group “old shire” to pay dividends totaling  
815 million 2011 67 6 million to those shareholders who 
choose to receive their dividends from a company tax resident in 
the uk
a ﬁrst interim dividend for the six months to june 30 2012 of 273 
us cents 169 pence per ordinary share equivalent to 819 us 
cents per ads was paid in october 2012 the board has resolved 
to pay a second interim dividend of 1460 us cents 939 pence 
per ordinary share equivalent to 438 us cents per ads for the six 
months to december 31 2012
this is consistent with shire’s stated policy of paying a dividend 
semiannually set in us cents per ordinary share typically the ﬁrst 
interim payment each year will be higher than the previous year’s 
ﬁrst interim usd dividend dividend growth for the full year will be 
reviewed by the board when the second interim dividend is 
determined
liquidity cash ﬂow 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 the chairman’s review chief executive 
ofﬁcer’s review and financial review the ﬁnancial position of the 
company and the group its cash ﬂows liquidity position and 
borrowing facilities are described in the liquidity and capital 
resources section of the financial review of the shire annual 
report the financial review also includes information in respect of 
the group’s objectives policies and processes for managing 
capital its ﬁnancial risk management objectives details of its 
hedging activity and its exposures to credit risk and liquidity risk 
details of the company’s ﬁnancial instruments are disclosed in 
note n on page 150 to these ﬁnancial statements
the group’s balance sheet includes 14822 million of cash and 
cash equivalents at december 31 2012 substantially all of the 
group’s debt relates to its 1100 million 275 convertible bond 
the “bonds” which matures in 2014 in addition the group has 
committed multicurrency revolving and swingline facilities of 1200 
million which mature in 2015 and are currently undrawn the “rcf” 
the directors have a reasonable expectation that the company 
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 report and 
ﬁnancial statements
   shire plc annual report 2012  139
other ﬁnancial information
directors
the directors who served during the year and up to the date  
of signing these ﬁnancial statements are shown below
matthew emmens 
angus russell
dr flemming ornskov appointed january 02 2013
graham hetherington 
william burns 
dr steven gillis appointed october 01 2012
dr david ginsburg
david kappler 
susan kilsby
dr jeffrey leiden resigned january 31 2012
anne minto obe
david stout
purchase of own shares
shire has a strong balance sheet and continued robust cash 
generation and considers efﬁcient use of capital on behalf of 
shareholders an important objective therefore during the year 
ended december 31 2012 the company has commenced a share 
buyback program for the purpose of returning funds to 
shareholders of up to 500 million through both direct purchases 
of ordinary shares and through the purchase of ordinary shares 
underlying american depositary receipts “adrs” the purchases 
have been made through an independent third party who makes 
its trading decisions independently of and uninﬂuenced by the 
company the independence of the third party enables the 
company to continue to purchase ordinary shares including 
ordinary shares underlying adrs during close periods and other 
prohibited periods should they arise the shares purchased to 
date are held as treasury shares
during the year ended december 31 2012 the company made 
onmarket repurchases totaling 3631571 ordinary shares at a 
cost of 1064 million excluding transaction costs this represents 
065 of the issued share capital of the company as at the year 
end ordinary shares purchased may be canceled or held as 
treasury shares in accordance with the authority renewed by 
shareholders at the company’s annual general meeting “agm” 
on april 24 2012 when the company was authorized to make 
market purchases of up to 56253208 of its own ordinary shares 
that authority will expire at the 2013 agm and in accordance with 
usual practice a resolution to renew it for another year will be 
proposed 
payment of creditors
the company is nontrading and accordingly has no  
trade creditors
directors’ liability insurance and indemniﬁcation
in the year under review the group maintained an insurance policy 
for its directors and ofﬁcers in respect of liabilities arising out of any 
act error or omission whilst acting in their capacity as directors or 
ofﬁcers qualifying third party indemnity provisions were also in 
place during the year under review for the beneﬁt 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
auditor
each of the persons who is a director at the date of approval of this 
report conﬁrms 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 have expressed their willingness to continue in ofﬁce 
as auditor and a resolution to reappoint them will be proposed at 
the forthcoming annual general meeting
approved by the board of directors and signed on its behalf by
tatjana may 
company secretary 
february 25 2013 140 shire plc annual report 2012
directors’ responsibilities statement 
the directors are responsible for preparing the annual report  
and the ﬁnancial statements in accordance with applicable law  
and regulations
company law requires the directors to prepare ﬁnancial statements 
for each ﬁnancial year under that law the directors have elected to 
prepare the ﬁnancial 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 ﬁnancial 
statements unless they are satisﬁed that they give a true and fair 
view of the state of affairs of the company and of the proﬁt or loss 
of the company for that period in preparing these ﬁnancial 
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 ﬁnancial statements and
 prepare the ﬁnancial 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 sufﬁcient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time the 
ﬁnancial position of the company and enable them to ensure that 
the ﬁnancial 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 ﬁnancial information included on the company’s 
website legislation in the united kingdom governing the 
preparation and dissemination of ﬁnancial statements may differ 
from legislation in other jurisdictions  shire plc annual report 2012  141
other ﬁnancial information
independent auditor’s report to the members of shire plc 
we have audited the parent company ﬁnancial statements of shire 
plc for the period from january 1 2012 to december 31 2012 
which comprises the proﬁt and loss account balance sheet and 
the related notes a to o these parent company ﬁnancial 
statements have been prepared in accordance with applicable  
law and united kingdom accounting standards united kingdom 
generally accepted accounting practice
we have reported separately on the consolidated ﬁnancial 
statements and annual report and accounts of shire plc for the 
year ended december 31 2012 prepared in accordance with  
the united kingdom listing authority requirements the “shire 
annual report”
this report is made solely to the parent 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 parent company’s members those matters we are 
required to state to them in an auditor’s report and for no other 
purpose to the fullest extent permitted by law we do not accept 
or assume responsibility to anyone other than the parent company 
and the parent company’s members as a body for our audit work 
for this report or for the opinions we have formed
respective responsibilities of directors and auditor
the directors’ responsibilities for preparing the parent company’s 
ﬁnancial statements are set out in the directors’ responsibilities 
statement our responsibility is to audit and express an opinion on 
the parent company’s ﬁnancial statements in accordance with 
relevant legal and regulatory requirements and international 
standards on auditing united kingdom and republic of ireland 
those standards require us to comply with the united kingdom 
auditing practices board’s ethical standards for auditors
scope of the audit of the ﬁnancial statements
an audit involves obtaining evidence about the amounts and 
disclosures in the ﬁnancial statements sufﬁcient to give reasonable 
assurance that the ﬁnancial 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 parent company’s circumstances and have been consistently 
applied and adequately disclosed the reasonableness of 
signiﬁcant accounting estimates made by the directors and the 
overall presentation of the ﬁnancial statements in addition we read 
all the ﬁnancial and non ﬁnancial information in the annual report 
to identify material inconsistencies with the audited ﬁnancial 
statements if we become aware of any apparent material 
misstatements or inconsistencies we consider the implications  
for our report
opinion on the ﬁnancial statements
in our opinion the ﬁnancial statements
 give a true and fair view of the state of the parent company’s 
affairs as at december 31 2012 and of the parent company’s 
loss for the year then ended
 have been properly prepared in accordance with united 
kingdom generally accepted accounting practice and
 have been properly prepared in accordance with the companies 
jersey law 1991
matters on which we are required to report by exception
under the companies jersey law 1991 we are required to report 
to you if in our opinion
 proper accounting records have not been kept by the parent 
company or proper returns adequate for our audit have not been 
received from branches not visited by us or
 the ﬁnancial statements are not in agreement with the accounting 
records and returns or
 we have not received all the information and explanations we 
require for our audit
we have nothing to report in respect of the above
james bates 
for and on behalf of deloitte llp 
chartered accountants and recognized auditors 
london united kingdom 
february 25 2013 142 shire plc annual report 2012
proﬁt and loss account
for the year ended december 31 2012
financial statements
 note
2012
’m
2011
’m
administrative expenses 285 206
operating loss c 285 206
interest payable and similar charges d 456 677 
loss on ordinary activities before taxation 741 883 
tax on loss on ordinary activities e – – 
loss on ordinary activities after taxation 741 883 
all activities 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 2012
 note
2012
’m
2011
’m
fixed assets
investment in subsidiaries g 109722 108916
current assets
debtors h 291 317
current liabilities
creditors amounts falling due within one year i 3529 12767 
net current liabilities 3238 12450
total assets less current liabilities 106484 96466
creditors amounts falling due after more than one year j 11000 –
net assets 95484 96466
capital and reserves
called up share capital k 557 557
share premium account l 59419 59418
equity component of convertible bonds l 432 432
other reserve l 3024 2218
proﬁt and loss account l 33117 33841
treasury shares m 1065 –
shareholders’ funds l 95484 96466
the ﬁnancial statements of shire plc were approved by the board of directors and authorised for issue on february 25 2013 they were 
signed on its behalf by
graham hetherington 
director   shire plc annual report 2012  143
other ﬁnancial information
a presentation of the ﬁnancial 
statements
preparation of ﬁnancial statements
these separate ﬁnancial statements of the company are prepared 
in accordance with united kingdom generally accepted 
accounting practice “uk gaap” as at december 31 2012 and in 
accordance with the requirements of companies jersey law 
1991 they have been prepared under the historical cost 
convention except for the revaluation of certain ﬁnancial 
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 ﬁnancial results and cash ﬂow statement of 
the company and its subsidiaries are included can be found in the 
shire annual report
these ﬁnancial 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
liquidity cash ﬂow 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 the chairman’s review chief executive 
ofﬁcer’s review and financial review the ﬁnancial position of the 
company and the group its cash ﬂows liquidity position and 
borrowing facilities are described in the liquidity and capital 
resources section of the financial review of the shire annual 
report the financial review also includes information in respect of 
the group’s objectives policies and processes for managing 
capital its ﬁnancial risk management objectives details of its 
hedging activity and its exposures to credit risk and liquidity risk 
details of the company’s ﬁnancial instruments are disclosed in 
note n on page 150 to these ﬁnancial statements
the group’s balance sheet includes 14822 million of cash and 
cash equivalents at december 31 2012 substantially all of the 
group’s debt relates to its 1100 million 275 convertible bond 
the “bonds” which matures in 2014 in addition the group has 
committed multicurrency revolving and swingline facilities of 1200 
million which mature in 2015 and are currently undrawn the “rcf” 
the directors have a reasonable expectation that the company 
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 report and 
ﬁnancial statements
investments
investments held as ﬁxed assets are stated at historic cost less any 
provision for impairment
for the year ended december 31 2012
notes to the ﬁnancial statements
dividends paid and received
dividend distributions to the company’s shareholders are 
recognized as a liability in the company’s ﬁnancial statements in 
the period in which the shareholders’ right to receive payment is 
established dividend income is recognized in the proﬁt 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
foreign currency transactions
the ﬁnancial statements have been presented in local currency 
the local currency is deﬁned as the currency of the primary 
economic environment in which the entity 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 
share based compensation
the company operates equitysettled share based 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 option
pricing model options and performance share awards granted 
with market conditions are valued using a binomial model in 
accordance with frs 20 ‘share based 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 reﬂect 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 
financial liabilities and equity
financial liabilities and equity instruments are classiﬁed 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 144 shire plc annual report 2012
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 proﬁts and its results as stated in the 
ﬁnancial 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 ﬁnancial 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 proﬁts 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 ﬁnancial 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 deﬁned contribution pension 
plans of employees contributions are charged to the proﬁt 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
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 classiﬁed 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 classiﬁed in shareholders’ 
equity net of any income tax effects the carrying amount of the 
equity component is not remeasured in subsequent periods
treasury shares
where the company purchases the company’s own share capital 
the consideration paid is deducted from the total shareholders’ 
funds and classiﬁed as treasury shares until they are canceled 
where such shares are subsequently sold or reissued any 
consideration received is included in total shareholders funds 
where the company enters a ﬁnancial close or other prohibited 
period and broker contracts cannot be canceled 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 proﬁt 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
for the year ended december 31 2012
notes to the ﬁnancial statements
b accounting policies continued  shire plc annual report 2012  145
other ﬁnancial information
c operating loss
the operating loss is stated after chargingcrediting
 
2012
’m
2011
’m
staff costs
salaries and wages 41 42
social security costs 05 01
pension contributions 08 05
share based payments to directors 65 55
directors’ fees 21 23
140 126
foreign exchange lossesgains 02 06
the company employed two employees during the year 2011 two
the auditor’s remuneration in respect of audit and other services is disclosed in note 30 of the shire annual report the fee payable to 
the company’s auditor for the audit of the company ﬁnancial statements was 13000 2011 13000
d interest payable and similar charges
 
2012
’m
2011
’m
interest payable on convertible bonds 439 666
interest payable on amounts owed to group undertakings 17 11
456 677
interest charged on the convertible bonds represents 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 i
e tax on loss on ordinary activities
there was no corporation tax charged for the year ended december 31 2012 2011 nil
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
 
2012
’m
2011
’m
loss on ordinary activities before taxation 741 883
tax on loss on ordinary activities at standard irish corporation tax rate of 25 185 221
effects of
expenses not deductible for tax purposes 130 182
group relief surrendered 02 19
movements on deferred tax not recognized 53 20
current tax charge for the year – – 146 shire plc annual report 2012
f dividends
 
2012
’m
2011
’m
ordinary shares
second interim dividend – 1259 us cents 976 pence per ordinary share  
equivalent to 3777 us cents per ads paid in april 2012 707 –
first interim dividend – 273 cents 169 pence per ordinary share  
equivalent to 819 cents per ads paid in october 2012 156 –
second interim dividend – 1085 us cents 673 pence per ordinary share  
equivalent to 3255 us cents per ads paid in april 2011 – 605
first interim dividend – 248 cents 152 pence per ordinary share  
equivalent to 744 cents per ads paid in october 2011 – 133
863 738
of the above amounts the company paid dividends amounting to 48 million in the year 2011 62 million in accordance with ias 
arrangements the company directed old shire to pay dividends totalling 815 million 2011 67 6 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 1460 us cents 939 pence per ordinary share equivalent to 438 us cents 
per ads for the six months to december 31 2012
g investments in subsidiaries
 
2012
’m
2011
’m
cost
as at january 1 2012 and 2011 108916 94579
additions – 702
capital contribution relating to share based payments 806 13635
as at december 31 109722 108916
subsidiaries
details of the company’s direct subsidiaries as at december 31 2012 are as follows
 country of incorporation principal activity holding
shire pharmaceutical holdings ireland limited republic of ireland holding company 100
details of the company’s indirect subsidiaries can be found in note 29 of the shire annual report
h debtors
 
2012
’m
2011
’m
amounts due from group undertakings 290 313
other debtors 01 04
as at december 31 291 317
the amounts due from group undertakings are primarily us dollar denominated and noninterest bearing
deferred tax
the company had an unrecognised deferred tax asset of 147 million 2011 87 million in respect of short term timing differences and 
losses as at december 31 2012
for the year ended december 31 2012
notes to the ﬁnancial statements  shire plc annual report 2012  147
other ﬁnancial information
i creditors amounts falling due within one year
 
2012
’m
2011
’m
amounts owed to group undertakings 3443 1842
accrued interest 44 44
other creditors 42 18
convertible bonds – 10863
as at december 31 3529 12767
the amounts due to group undertakings are primarily unsecured us dollar denominated repayable on demand and bear interest at 
ﬂoating rates of interest 
shire 275 convertible bonds due 2014 
on may 9 2007 shire issued the bonds and the net proceeds of the issuance after deducting the commissions and other direct costs of 
issue totaled 10817 million in connection with the scheme the trust deed was amended and restated in 2008 in order to provide that 
following the substitution of shire plc in place of old shire as the principal obligor and issuer of the bonds the bonds would be 
convertible into ordinary shares of shire plc
the bonds were issued at 100 of their principal amount and unless previously purchased and canceled redeemed or converted will 
be redeemed on may 9 2014 the “final maturity date” at their principal amount 
the bonds bear interest at 275 per annum payable semiannually in arrears on november 9 and may 9 the bonds constitute direct 
unconditional unsubordinated and unsecured obligations of the company and rank pari passu and ratably without any preference 
amongst themselves and equally with all other existing and future unsecured and unsubordinated obligations of the company
the bonds may be redeemed at the option of the company at their principal amount together with accrued and unpaid interest if i at 
any time after may 23 2012 if on no less than 20 dealing days in any period of 30 consecutive dealing days the value of shire’s ordinary 
shares underlying each bond in the principal amount of 100000 would exceed 130000 or ii at any time conversion rights have been 
exercised andor purchases and corresponding cancelations andor redemptions effected in respect of 85 or more in principal 
amount of bonds originally issued the bonds are repayable in us dollars but also contain provisions entitling the company to settle 
redemption amounts in pounds sterling or in the case of the final maturity date and or any change of control shire by delivery of the 
underlying ordinary shares and a cash topup amount therefore in accordance with uk gaap  the bonds have been presented as a 
noncurrent liability at december 31 2012
the bonds are convertible into ordinary shares during the conversion period being the period from june 18 2007 until the earlier of i 
the close of business on the date falling fourteen days prior to the final maturity date ii if the bonds have been called for redemption by 
the company the close of business fourteen days before the date ﬁxed for redemption iii the close of business on the day prior to a 
bond holder giving notice of redemption in accordance with the conditions and iv the giving of notice by the trustee that the bonds are 
accelerated by reason of the occurrence of an event of default
upon conversion the bond holder is entitled to receive ordinary shares at the conversion price of 3283 per ordinary share subject to 
adjustment as outlined below
the conversion price is subject to adjustment in respect of i any dividend or distribution by the company ii a change of control and iii 
customary antidilution adjustments for inter alia share consolidations share splits spinoff events rights issues bonus issues and 
reorganizations the initial conversion price of 335879 was adjusted to 3317 with effect from march 11 2009 as a result of cumulative 
dividend payments during the period from october 2007 to april 2009 inclusive and was further adjusted to 3283 with effect from 
march 11 2011 as a result of cumulative dividend payments during the period april 2009 to april 2011 inclusive the ordinary shares 
issued on conversion will be delivered credited as fully paid and will rank pari passu in all respects with all fully paid ordinary shares in 
issue on the relevant conversion date 148 shire plc annual report 2012
shire 275 convertible bonds due 2014 continued
the value of the bonds as recognized in the balance sheet is as follows
 
2012
’m
2011
’m
nominal value of 275 convertible bonds due 2014 11000 11000
liability component at january 1 10907 10543
interest charged
1
245 666
interest paid 108 302
liability component at december 31 11044 10907
of which
creditors amounts falling due after more than one year 11000 –
creditors amounts falling due within one year
2
44 10907
liability component at december 31 11044 10907
1 interest charged represents the accrued coupon and amortization of discount
2 interest payable represents the coupon of 275 on the bonds
j creditors amounts falling after more than one year
 
2012
’m
2011
’m
convertible bonds 11000 –
shire 1100 million 275 convertible bonds are due 2014 on april 9 2012 the deadline for bondholders to choose to exercise their put 
option on may 9 2012 passed no elections from the bondholders were received by this date and the bonds are now due on the final 
maturity date as the company is no longer required to redeem the bonds within twelve months of the balance sheet date the bonds 
have been presented as a noncurrent liability at december 31 2012
k called up share capital
2012 2011
ordinary shares of 5p each number ’m number ’m
authorized
at january 1 2012 and 2011 1000000000 991 1000000000 991
at december 31 2012 and 2011 1000000000 991 1000000000 991
issued and fully paid
at january 1 2012 and 2011 562472830 557 562212495 557
issued on exercise of options 73505 – 260335 –
at december 31 2012 and 2011 562546335 557 562472830 557
2012 2011
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 22 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 2012  
are provided in the shire annual report in note 28 together with the total cost of share based payment compensation in respect of  
such schemes
for the year ended december 31 2012
notes to the ﬁnancial statements
i creditors amounts falling due within one year continued  shire plc annual report 2012  149
other ﬁnancial information
the charge for the period relating to share based payment plans in respect of directors of the company was 65 million 2011 55 
million all of which related to equitysettled share based 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 48
l movements in shareholders’ funds
 
called up
share capital
’m
share
premium
account 
’m
equity
component of 
convertible
bonds
’m
other capital
reserve
’m
proﬁt and loss
account
 ’m
treasury
shares
’m
other
reserve
’m
total
’m
as at january 1 2012 557 59418 432 2218 33841 – – 96466
options exercised – 01––––– 01
capital contribution relating 
to share based payments – – – 806 – – – 806
credit to equity for  
share based payment –––– 65–– 65
dividends paid –––– 48 – – 48
recognition of liability to 
repurchase own shares 
note m –––––– 4268 4268
repurchase of own shares 
made during the close 
period note m ––––– 266 266 266
derecognition of liability to 
repurchase own shares 
note m –––––– 4002 4002
repurchase of own shares 
note m 799 – 1065
loss for the year –––– 741 –    – 741
as at december 31 2012 557 59419 432 3024 33117 1065 – 95844
m treasury shares
the treasury shares reserve represents the cost of shares in shire plc purchased in the market and held by the company for the purpose 
of returning funds to the shareholders the number of ordinary shares held by shire plc at 31 december 2012 was 3631571 with a 
purchase value of 1065 million including transaction costs 2011 nil
the company has instructed independent third parties to purchase the shares of the company up to a maximum value of 500m these 
contracts can be canceled at any time other than when the company is in a ﬁnancial close or other prohibited period as the contracts 
cannot be canceled in a close or other prohibited period the company is obliged to recognise a liability equivalent to the present value of 
the maximum number of shares still available to purchase which is debited against total equity accretion of the discount is recorded in 
the proﬁt and loss during the close or other prohibited period shares purchased in the close period or other prohibited are deducted 
from the liability and recorded as treasury shares with any remaining liability on leaving the close or other prohibited period is reversed 
with a credit recognised in shareholder equity 
on 31 december 2012 the company was not in a ﬁnancial close or other prohibited period and accordingly not committed to its 
contracts for purchasing shares therefore no liability has been recognised as at 31 december 2012 
k called up share capital continued 150 shire plc annual report 2012
n risk management and ﬁnancial instruments
financial risk factors
the company’s risks are managed as part of the shire group’s risk management strategy
the group’s activities expose it to a variety of ﬁnancial 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 ﬁnancial markets and seeks to minimize potential 
adverse effects on the group’s ﬁnancial performance the group uses derivative ﬁnancial instruments to hedge certain risk exposures
the group’s ﬁnancial risk management is carried out by a central treasury department group treasury conducted within a framework of 
policies and procedures approved annually by the shire plc board of directors group treasury identiﬁes evaluates and hedges ﬁnancial 
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
for further details of shire’s risk management policies see the shire annual report
credit risk
as at december 31 2012 the company had amounts due from group undertakings and other debtors which in the aggregate totaled 
286 million the company’s maximum exposure to credit risk from these amounts is 286 million 
liquidity risk
prudent liquidity risk management implies maintaining sufﬁcient cash and cash equivalents and the availability of funding through an 
adequate amount of committed credit facilities
the company ﬁnances 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 sufﬁcient to meet its anticipated future administrative expenses debt principal 
dividend obligations and service costs as they become due over the next twelve months 
maturity analysis of financial liabilities
at december 31 2012
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
1
3443 –––– 3443
convertible bonds
2
– 44 – 11000 – 11044
3443 44 – 11000 – 14487
at december 31 2011
amounts owed to group undertakings
1
1842 –––– 1842
convertible bonds
2
– 11044 – – – 11044
1842 11044 – – – 12886
1 amounts owed to group undertakings are short term unsecured borrowings from group undertakings and are repayable on demand
2 shire 1100 million 275 convertible bonds are due 2014 on april 9 2012 the deadline for bondholders to choose to exercise their put option on may 9 2012 passed no 
elections from the bondholders were received by this date and the bonds are now due on the final maturity date as the company is no longer required to redeem the bonds 
within twelve months of the balance sheet date the bonds have been presented as a noncurrent liability at december 31 2012
market risk
foreign currency exchange risk
as at december 31 2012 substantially all of the company’s ﬁnancial assets and ﬁnancial liabilities were denominated in its functional 
currency the us dollar the company is not exposed to any signiﬁcant foreign exchange currency risk
price risk
as at december 31 2012 the company held no investments other than ﬁxed 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 2012 the company held no cash or cash equivalents or had any trade debtors or creditors which were interest 
bearing the company had a short term borrowings of 344 million from another group company which are repayable on demand and 
bear interest at ﬂoating rates interest on these borrowings in the period amounted to 17 million and the directors do not perceive that 
servicing this debt poses any signiﬁcant risk to the company given its size in relation to the company’s net assets the company had 
debt at a carrying value of 11000 million outstanding in respect of the liability component of the company’s 11000 million in principal 
amount of 275 convertible bonds due 2014 which were issued in may 2007  the company incurs interest at a ﬁxed rate on the 
convertible bonds
for the year ended december 31 2012
notes to the ﬁnancial statements  shire plc annual report 2012  151
other ﬁnancial information
market risk sensitivity analysis
frs 29 ‘financial instruments disclosures’ requires a market risk sensitivity analysis illustrating the fair value of the company’s ﬁnancial 
instruments and the impact on the company’s proﬁt and loss account and shareholders’ equity of reasonably possible changes in 
selected market risks the company has no ﬁnancial assets or liabilities that expose it to market risk other than amounts owed to group 
undertakings of 3443 million the directors do not believe that a 1 movement in interest rates will have a material impact on the 
company’s proﬁt and loss account or shareholders’ equity
financial instruments
the table below sets out the company’s accounting classiﬁcation of each class of ﬁnancial assets and ﬁnancial liabilities and their fair 
values at december 31 2012
at december 31 2012
designated 
at fair value
’m
available 
 for sale
’m
loans and 
receivables
’m
amortized 
cost
’m
carrying 
amount
’m
fair value
’m
amounts due from group undertakings
1
– – 290 – 290 290
other debtors
1
– – 01 – 01 01
amounts owed to group undertakings
1
– – – 3443 3443 3443
convertible bonds
2
– – – 11000 11000 12280
– – 291 14443 14152 15432
at december 31 2011
designated 
at fair value
’m
available  
 for sale
’m
loans and 
receivables
’m
amortized 
cost
’m
carrying 
amount
’m
fair value
’m
amounts due from group undertakings
1
– – 313 – 313 313
other debtors
1
– – 04 – 04 04
amounts owed to group undertakings
1
– – – 1842 1842 1842
convertible bonds
2
– – – 10863 10863 13097
– – 317 12705 12388 14622
1 the carrying amount of amounts due to and from group undertakings and other debtors approximate fair value because of the short term maturity of the amounts
2 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
 
capital risk management
the capital structure of the company consists of debt which includes borrowings disclosed in note i 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 sufﬁcient capital available to meet future funding requirements the group had net cash 
as determined under us gaap  of 3729 million at december 31 2012 2011 net debt 4882 million which is low relative to its market 
capitalization and 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 financial review in the shire annual report
the company is not subject to any externally imposed capital requirements
o commitments
capital commitments
there are no signiﬁcant 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 1264 million 2011 981 million
revolving credit facilities agreement
on november 23 2010 the company entered into a committed multicurrency revolving and swingline facilities agreement with a number 
of ﬁnancial institutions for which abbey national treasury services plc trading as santander global banking and markets bank of 
america securities limited barclays capital citigroup global markets limited lloyds tsb bank plc and the royal bank of scotland plc 
acted as mandated lead arrangers and bookrunners the “new rcf” the new rcf is for an aggregate amount of 1200 million and 
canceled the company’s then existing committed revolving credit facility the “old rcf” the new rcf which includes a 250 million 
swingline facility may be used for general corporate purposes and matures on november 23 2015 
the interest rate on each loan drawn under the new rcf for each interest period is the percentage rate per annum which is the 
aggregate of the applicable margin ranging from 090 to 225 per cent per annum and libor for the applicable currency and interest 
period shire also pays a commitment fee on undrawn amounts at 35 per cent per annum of the applicable margin
n risk management and ﬁnancial instruments continued 152 shire plc annual report 2012
for the year ended december 31 2012
notes to the ﬁnancial statements
under the new rcf it is required that i shire’s ratio of net debt to ebitda as deﬁned within the new rcf agreement does not exceed 
35 to 1 for either the 12month period ending december 31 or june 30 unless shire has exercised its option which is subject to certain 
conditions to increase it to 40 to 1 for two consecutive testing dates ii the ratio of ebitda to net interest as deﬁned in the new rcf 
agreement must not be less than 40 to 1 for either the 12month period ending december 31 or june 30 and iii additional limitations 
on the creation of liens disposal of assets incurrence of indebtedness making of loans giving of guarantees and granting security over 
assets these ﬁnancial and operating covenants have not had and are not expected to have an effect on the company’s ﬁnancial 
position and liquidity
on entering into the new rcf in november 2010 the company paid arrangement costs of 80 million which have been recorded as 
deferred charges with amortization of these costs to the company’s income statement over the contractual term of the new rcf 
the availability of loans under the new rcf is subject to customary conditions 
fees for the arrangement of the rcf and ongoing commitment fees are borne by another group company
o commitments continued designed and produced by 
merchantcantos 
wwwmerchantcantoscom
print managed by 
urban life support
printed by  
cousin who have been carbon neutral 
since 2004 and have fsc chain of custody 
certiﬁcation they also use vegetablebased 
inks and have iso14001 environmental 
accreditation
this report is printed on heaven 42 which is 
fsc accredited
adderall xr
®
  
mixed salts of a single entity 
amphetamine
agrylin
®
  
anagrelide hydrochloride
apligraf
®
  
trademark of organogenesis inc 
“organogenesis”
apriso
®
  
trademark of salix pharmaceuticals  
ltd “salix”
asacol
®
  
trademark of medeva pharma suisse ag 
used under license by warner chilcott 
company llc “warner chilcott” 
atripla
®
  
trademark of bristol myers squibb 
company and gilead sciences inc 
“gilead”
berinert p
®
  
trademark of aventis behring gmbh
carbatrol
®
  
carbamazepine extended release 
capsules
cerezyme
®
  
trademark of genzyme corporation 
“genzyme”
cinryze
®
  
trademark of viropharma biologics inc
claversal
®
 
trademark of merckle recordati
colazal
®
  
trademark of salix pharmaceuticals inc
combivir
®
  
trademark of glaxosmithkline “gsk”
concerta
®
  
trademark of alza corporation “alza”
daytrana
®
  
trademark of noven pharmaceutical inc 
“noven”
dermagraft
®
  
human ﬁbroblastderived dermal 
substitute
dynepo
®
  
trademark of sanoﬁaventis 
elaprase
®
  
idursulfase
elelyso
®
  
trademark of pﬁzer inc
elvanse
®
  
lisdexamfetamine dimesylate
epifix
®
  
trademark of surgical biologics llc
epivir
®
  
trademark of gsk
epzicom
®
kivexa epzicom  
trademark of gsk
equasym
®
  
methylphenidate hydrochloride
equasym xl
®
  
methylphenidate hydrochloride
firazyr
®
  
icatibant
focalin
®
  
trademark of novartis ag
fosrenol
®
  
lanthanum carbonate
fabrazyme
®
  
trademark of genzyme
intuniv
®
  
guanfacine extended release
kalbitor
®
  
trademark of dyax corporation
kapvay
®
  
trademark of shionogi pharma inc 
“shionogi”
kivexa
®
  
trademark of viiv healthcare uk ltd
lialda
®
  
trademark of nogra international limited 
medikinet
®
  
trademark of medice arzneimittel pütter 
gmbh  co kg “medice”
metadate cd
®
  
trademark of ucb pharma sa
mezavant
®
  
trademark of giuliani international 
limited 
microtrol
®
  
trademark of supernus pharmaceuticals 
inc “supernus”
movicol
®
  
trademark of edra ag sa
oasis
®
  
trademark of healthpoint ltd 
“healthpoint”
pentasa
®
  
trademark of ferring bv corp “ferring”
quillivant  
trademark of next wave 
pharmaceuticals inc
regranex
®
  
trademark of healthpoint
reminyl
®
  
galantamine hydrobromide united 
kingdom “uk” and republic of ireland 
trademark of johnson  johnson “jj” 
excluding uk and republic of ireland
reminyl xl ™  
galantamine hydrobromide uk and 
republic of ireland trademark of jj 
excluding uk and republic of ireland
renasys
®
  
trademark of smith  nephew plc 
“smith  nephew”
replagal
®
  
agalsidase alfa
resolor
®
  
prucalopride
ritalin la
®
  
trademark of novartis ag
ruconest
®
  
trademark of pharming intellectual 
property bv
salofalk
®
  
trademark of dr falk pharma
strattera
®
  
trademark of eli lilly and company
theraskin
®
  
trademark of soluble systems llc 
trizivir
®
  
trademark of gsk
truvada
®
  
trademark of gilead
tyvense
®
  
lisdexamfetamine dimesylate
venvanse
®
  
lisdexamfetamine dimesylate
vpriv
®
  
velaglucerase alfa
vyvanse
®
  
lisdexamfetamine dimesylate
xagrid
®
  
anagrelide hydrochloride 
zavesca
®
  
trademark of actelion  
pharmaceuticals ltd
zeffix
®
  
trademark of gsk 
3tc
®
   
trademark of gsk
the following are trade marks either owned or licensed by shire plc 
or companies within the shire group the “group” or the 
“company” 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
carl hunter patient
bohong shire employee 
stanley shire employee 
megan adhd patient
caleb hunter patient
professor atul mehta  
consultant haematologist
g shire plc
5 riverwalk 
citywest business campus
dublin 24
ireland
tel  353 1 429 7700
fax 353 1 429 7701
wwwshirecom


Summary:
 2 shire plc annual report 2012
another strong year for shire with  
12 growth in product sales and  
14 growth in non gaap earnings  
which have driven particularly strong  
cash generation
financial and operating highlights
2012 highlights
initiation of phase 3 trials for ldx marketed  
as vyvanse in the us for the treatment of 
negative symptoms of schizophrenia and binge 
eating disorder
completion of phase 12 trials for hgt2310 for 
the treatment of hunter syndrome with cns 
symptoms and hgt1410 for sanﬁlippo a 
syndrome
initiation of phase 3 trials for abh001 for  
the treatment of epidermolysis bullosa
positive outcome from the european 
decentralised procedure for elvanse 
lisdexamfetamine dimesylate
partnering agreement for vyvanse and 
intuniv with shionogi in japan
acquisition of ferrokin biosciences inc 
bringing global rights to phase 2 product 
spd602 for treatment of iron overload
acquisition of pervasis therapeutics inc 
bringing phase 2 product srm003 formerly 
vascugel for hemodialysis access 
agreement with sangamo biosciences inc to 
develop therapeutics for hemophilia and other 
monogenic diseases based on sangamo’s zinc 
ﬁnger dnabinding protein technology
 lisdexamfetamine dimesylate active ingredient in vyvanseelvanse
total revenues
 10
 
4263
4681
3471
2010 2011 2012
 year on year growth in 2012
non gaap diluted earnings per ads
 14 
534
610
423
2010 2011 2012
 year on year growth in 2012
non gaap ebitda
 7 
1478
1588
1165
2010 2011 2012
 year on year growth in 2012 overview
  3
year on year product growth ’m
28
1030
805
vyvanse
7
498
465
elaprase
5
498
475
replagal
19
429
533
adderall xr
7
400
372
lialdamezavant
20
307
256
vpriv
29
288
223
intuniv
6
266
251
pentasa
3
172
167
fosrenal
46
154
105
dermagraft
1
252
116
33
firazyr
5
249
other
265
2012 2011
1  dermagraft was purchased 28 june 2011 product sales for 2012 represent a full 
year of trading results
2012 cash ﬂow ’m
cash generation 1637
free cash ﬂow 1256
net cash inﬂow 859
231 tax and interest payments
150 capital expenditure
97 payments for business combinations
106 share buyback
86 dividend payment
66
upfront payments for inlicenses and to 
acquire intangible assets
42 other investing and ﬁnancing
2
2 other investing and ﬁnancing includes purchase of shares by ebt 99m and 
excess tax beneﬁt associated with exercise of stock options 41m
total revenues by businesses
1 speciality pharmaceuticals 61 
2 human genetic therapies 30 
3 regenerative medicine 3 
4 royalties and other revenues 6 
1
2
3
4
value
non gaap 
earnings growth
14
cusing on enabling our patients to
ter lives we create greater value for
stakeholders for us it’s a never
ding cycle of increasing value the 
ore we help our patients the more 
ue we create for physicians policy 
makers payors investors and of 
urse our employees who ultimately
enable us to deliver all this
by foc
lead bett
all our 
end
mo
val
cou