Borrowings and Capital Lease Obligations



(in millions)	September 30, 2016		December 31, 2015
Short term borrowings:
Borrowings under the Revolving Credit Facilities Agreement	$	920.0	$	750.0
Borrowings under the November 2015 Facilities Agreement	1,796.3		—
Borrowings under the January 2015 Facilities Agreement	—		750.0
Other borrowings	20.8		11.5
	$	2,737.1	$	1,511.5

Long term borrowings:
Senior notes	$	12,037.0	$	—
Baxalta notes	5,104.4		—
Borrowings under the November 2015 Facilities Agreement	3,788.3		—
Other borrowings	59.2		69.9
Capital lease obligations (long term portion)	348.6		—
	$	24,074.6	$	1,581.4

Capital lease obligations are recorded within other non-current liabilities.

The future payments on debt maturities and capital lease obligations as of September 30, 2016 are as follows:



(in millions)
2016 (remaining three months)	$	605.7
2017	2,626.7
2018	3,184.1
2019	3,344.1
2020	1,960.1
2021	3,318.7
Thereafter	9,110.7
Total obligations	24,150.1
Fair value hedges, unamortized bond premium and deferred financing costs	(75.5		)
Total debt and capital lease obligations	$	24,074.6

For a more detailed description of the Company's financing agreements, please see below, as well as Note 15, Borrowings, of the Shire 2015 Form 10-K.

Senior Notes Issuance

On September 23, 2016, Shire Acquisitions Investments Ireland Designated Activity Company ("SAIIDAC"), a wholly owned subsidiary of the Company, issued senior notes pursuant to a public offering with a total aggregate principal value of $12.1 billion (“SAIIDAC Notes”), guaranteed by Shire plc. SAIIDAC used the net proceeds to fully repay amounts outstanding under the January 2016 Facilities Agreement (discussed below), which was used to finance the cash consideration payable related to the Company’s acquisition of Baxalta. Below is a summary of the SAIIDAC Notes as of September 30, 2016:



(in millions, except for percentage information)	Aggregate Amount		Coupon Rate		Effective interest rate in 2016		Carrying amount at September 30, 2016
Fixed-rate notes due 2019	$	3,300.0	1.900	%	2.05	%	3,286.5
Fixed-rate notes due 2021	3,300.0		2.400	%	2.53	%	3,282.4
Fixed-rate notes due 2023	2,500.0		2.875	%	2.97	%	2,487.8
Fixed-rate notes due 2026	3,000.0		3.200	%	3.30	%	2,980.3
	$	12,100.0					$	12,037.0

The SAIIDAC Notes are senior unsecured obligations and may be redeemed at the Company's option at the greater of (1) 100% of the principal amount plus accrued and unpaid interest or (2) the sum of the present values of the remaining scheduled payments of interest and principal discounted to the date of redemption on a semi-annual basis at the applicable treasury rate (as defined) plus an incremental margin, plus, in either case, accrued and unpaid interest. The SAIIDAC Notes also contain a change of control provision that may require that the Company offer to purchase the SAIIDAC Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of purchase under certain circumstances.

The costs associated with this offering of approximately $62.7 million have been recorded as a reduction to the carrying amount of the debt on the Unaudited Consolidated Balance Sheets. These costs will be amortized as additional interest expense using the effective interest rate method over the period from issuance through maturity. The discounts will be amortized as additional interest expense over the period from issuance through maturity using the effective interest rate method. Interest on the SAIIDAC Notes is payable March 23 and September 23 of each year, beginning on March 23, 2017.

Baxalta Senior Notes Guaranteed by Shire

Shire plc guaranteed senior notes issued by Baxalta with a total aggregate principal amount of $5 billion in connection with the Baxalta acquisition (“Baxalta Notes”). Below is a summary of the Baxalta Notes as of September 30, 2016:



(in millions, except for percentage information)	Aggregate Principal		Coupon Rate		Effective interest rate in 2016		Carrying amount at September 30, 2016
Variable-rate notes due 2018	$	375.0	LIBOR plus 0.78%		1.65	%	$	370.9
Fixed-rate notes due 2018	375.0		2.000	%	2.20	%	374.8
Fixed-rate notes due 2020	1,000.0		2.875	%	2.80	%	1,014.8
Fixed-rate notes due 2022	500.0		3.600	%	3.30	%	508.8
Fixed-rate notes due 2025	1,750.0		4.000	%	3.90	%	1,803.0
Fixed-rate notes due 2045	1,000.0		5.250	%	5.20	%	1,032.1
Total assumed Senior Notes	$	5,000.0					$	5,104.4

The effective interest rates above exclude the effect of any related interest rate swaps. The book values above include any premiums and adjustments related to hedging instruments. For further details related to the interest rate derivative contracts, please see Note 13, Financial Instruments, to these Unaudited Consolidated Financial Statements.

Revolving Credit Facilities Agreement

On December 12, 2014, Shire entered into a $2,100.0 million revolving credit facilities agreement (the “RCF”) with a number of financial institutions. As of September 30, 2016, the Company utilized $920.0 million of the RCF. The RCF, which terminates on December 12, 2020, may be used for financing the general corporate purposes of Shire. The RCF incorporates a $250.0 million U.S. dollar and Euro swingline facility operating as a sub-limit thereof.

Term Loan Facilities Agreements

January 2016 Facilities Agreement

On January 11, 2016, Shire entered into an $18.0 billion bridge facilities agreement (the “January 2016 Facilities Agreement”). The January 2016 Facilities Agreement comprised two credit facilities: (i) a $13.0 billion term loan facility originally maturing on January 11, 2017 ("January 2016 Facility A") and (ii) a $5.0 billion revolving loan facility originally maturing on January 11, 2017 ("January 2016 Facility B").

January 2016 Facility A was utilized to finance the cash consideration payable in respect of the acquisition of Baxalta on June 3, 2016 in the amount of $12,390.0 million. The Company used the net proceeds from the issuance of the SAIIDAC Notes to fully repay the amounts outstanding under January 2016 Facility A.

January 2016 Facility B was canceled effective July 11, 2016, in accordance with its terms.

November 2015 Facilities Agreement

On November 2, 2015, Shire entered into a $5.6 billion facilities agreement (the “November 2015 Facilities Agreement”). The November 2015 Facilities Agreement comprises three credit facilities: (i) a $1.0 billion term loan facility of which, following the exercise of the one year extension option in the amount of $400.0 million, $600.0 million matures on November 2, 2016 and $400.0 million matures on November 2, 2017 (“November 2015 Facility A”), (ii) a $2.2 billion amortizing term loan facility which matures on November 2, 2017 (“November 2015 Facility B”) and (iii) a $2.4 billion amortizing term loan facility which matures on November 2, 2018 (“November 2015 Facility C”).

As of September 30, 2016, the November 2015 Facilities Agreement was fully utilized to finance the cash consideration payable and certain costs related to the acquisition of Dyax.

January 2015 Facilities Agreement

On January 11, 2015, Shire entered into an $850 million term facilities agreement with, among others, Citigroup Global Markets Limited acting as mandated lead arranger and bookrunner (the “January 2015 Facilities Agreement”) with an original maturity date of January 10, 2016. The maturity date was subsequently extended to July 11, 2016 in line with the provisions within the January 2015 Facilities Agreement allowing the maturity date to be extended twice, at Shire’s option, by six months on each occasion. The January 2015 Facilities Agreement was utilized to finance the purchase price paid in respect of Shire’s acquisition of NPS (including certain related costs). On September 28, 2015, the Company reduced the January 2015 Facilities Agreement by $100 million. In January 2016 and at various points thereafter, the Company canceled parts of the January 2015 Facilities Agreement. On February 22, 2016, the Company repaid the remaining balance of $100 million of the January 2015 Facilities Agreement in full.

Short-term uncommitted lines of credit (“Credit lines”)

Shire has access to various Credit lines from a number of banks which provide flexibility to short-term cash management procedures. These Credit lines can be withdrawn by the banks at any time. The Credit lines are not relied upon for core liquidity. As of September 30, 2016, these Credit lines were not utilized.

Capital Lease Obligations

The Company assumed certain capital lease obligations related to the Baxalta acquisition. These leases are primarily related to office and manufacturing facilities. As of September 30, 2016, the total capital lease obligations, including current portions, was $348.6 million.