Borrowings	12 Months Ended
Dec. 31, 2014
DebtDisclosureAbstract
Borrowings Disclosure	16. Borrowings Term Loan Agreements 2015 Facilities Agreement On January 11, 2015, Shire entered into an $850 million Facility Agreement with, among others, Citi Global Markets Limited (acting as mandated lead arranger and bookrunner) (the “2015 Facility Agreement”). The 2015 Facility Agreement comprises a $850 million term loan facility. Shire has agreed to act as guarantor for any of its subsidiaries that are or become additional borrowers under the 2015 Facility Agreement. The 2015 Facility Agreement, which matures on January 10, 2016, may be used only to finance the purchase price payable in respect of Shire's acquisition of NPS Pharma (including certain related costs). The maturity date may be extended twice, at Shire's option, by six months on each occasion. On February 23, 2015 Shire requested the utilization of $850 million under the 2015 Facilities Agreement to partially finance the purchase price payable in respect of Shire's acquisition of NPS Pharma (including certain related costs). Interest on any loans made under the 2015 Facility Agreement will be payable on the last day of each interest period, which may be one week or one, two, three or six months at the election of Shire, or as otherwise agreed with the lenders. The interest rate applicable to the 2015 Facility Agreement is LIBOR plus 0.50% per annum and increases by 0.25% per annum 6 months after the date of the agreement and on each subsequent date falling at three months intervals thereafter. Shire shall also pay a commitment fee on the available but unutilized commitments under the 2015 Facility Agreement for the availability period applicable to each facility. With effect from first utilization, the commitment fee rate will be 35% of the applicable margin. Before first utilization, the commitment fee rate will increase in stages from 0% to 35% of the applicable margin over a period of 3 months. The 2015 Facility Agreement includes customary representations and warranties, covenants and events of default, including requirements that the ratio of Net Debt to EBITDA of the Group (each as defined in the 2015 Facility Agreement) must not, at any time, exceed 3.5:1 for the Relevant Period (as defined in the 2015 Facility Agreement), except that following certain acquisitions, including the merger with NPS Pharma, Shire may elect to increase the ratio to 4.0:1 in the relevant period in which the acquisition was completed and the immediately following relevant period. In addition, for each 12-month period ending December 31 or June 30, the ratio of EBITDA of the Group to Net Interest (each as defined in the 2015 Facility Agreement) must not be less than 4.0:1. The 2015 Facility Agreement restricts (subject to certain exceptions) Shire's ability to incur additional financial indebtedness, grant security over its assets or provide or guarantee loans. Further, any lender may require mandatory prepayment of its participation if there is a change of control of Shire. In addition, in certain circumstances, the net proceeds of certain shares, undertakings or business disposals by Shire must be applied towards the mandatory prepayment of the facility, subject to certain exceptions. Events of default under the facility include: (i) non-payment of any amounts due under the facility, (ii) failure to satisfy any financial covenants, (iii) material misrepresentation in any of the finance documents, (iv) failure to pay, or certain other defaults, under other financial indebtedness, (v) certain insolvency events or proceedings, (vi) material adverse changes in the business, operations, assets or financial condition of Shire and its subsidiaries, (vii) if it becomes unlawful for Shire or any of its subsidiaries that are parties to the 2015 Facility Agreement to perform their obligations or (viii) if Shire or any subsidiary of Shire which is a party to the 2015 Facility Agreement repudiates the 2015 Facility Agreement or any other finance document, among others. The 2015 Facility Agreement is governed by English law. 2013 Facilities Agreement On November 11, 2013, Shire entered into a $2,600 million facilities agreement with, among others, Morgan Stanley Bank International Limited (acting as lead arranger and agent) (the “2013 Facilities Agreement”). The 2013 Facilities Agreement comprised two credit facilities: (i) a $1,750 million term loan facility and (ii) a $850 million term loan facility. On December 13, 2013 and at various points during the year to December 31, 2014, the Company cancelled part of the $2,600 million term loan facility. At December 31, 2014 the 2013 Facilities Agreement comprised an $850 million term loan facility which matures on November 11, 2015 and was fully utilized. All other terms and conditions remain unchanged. The $850 million term loan facility has been used to finance the purchase price payable in respect of Shire's acquisition of ViroPharma (including certain related costs). Interest on any loans made under the facilities will be payable on the last day of each interest period, which may be one week or one, two, three or six months at the election of Shire, or as otherwise agreed with the lenders. The interest rate applicable to the $850 million term loan facility commenced at LIBOR plus 1.15% per annum until delivery of the compliance certificate for the year ended December 31, 2013 and is subject to change depending upon the prevailing ratio of Net Debt to EBITDA of the Group (each as defined in the 2013 Facilities Agreement), in respect of the most recently completed financial year or financial half year. The 2013 Facilities Agreement includes customary representations and warranties, covenants and events of default, including requirements that the ratio of Net Debt to EBITDA of Shire (each as defined in the 2013 Facilities Agreement) must not, at any time, exceed 3.5:1 for the Relevant Period (as defined in the 2013 Facilities Agreement), except that following certain acquisitions, including the ViroPharma acquisition, Shire may elect to increase the ratio to 4.0:1 in the relevant period in which the acquisition was completed and the immediately following relevant period. In addition, for each 12-month period ending December 31 or June 30, the ratio of EBITDA of the Group to Net Interest (each as defined in the 2013 Facilities Agreement) must not be less than 4.0:1. The 2013 Facilities Agreement restricts (subject to certain covenants) Shire's ability to incur additional financial indebtedness, grant security over its assets or provide or guarantee loans. Further, any lender may require mandatory prepayment of its participation if there is a change of control of Shire. In addition, in certain circumstances, the net proceeds of certain shares, undertakings or business disposals by Shire must be applied towards the mandatory prepayment of the facilities, subject to certain exceptions. Events of default under the facilities include: (i) non-payment of any amounts due under the facilities, (ii) failure to satisfy any financial covenants, (iii) material misrepresentation in any of the finance documents, (iv) failure to pay, or certain other defaults, under other financial indebtedness, (v) certain insolvency events or proceedings, (vi) material adverse changes in the business, operations, assets or financial condition of Shire and its subsidiaries, (vii) if it becomes unlawful for Shire or any of its subsidiaries that are parties to the 2013 Facilities Agreement to perform their obligations or (viii) if Shire or any subsidiary of Shire which is a party to the 2013 Facilities Agreement repudiates the 2013 Facilities Agreement or any other finance document, among others. The 2013 Facilities Agreement is governed by English law. Revolving Credit Facility (“RCF”) On December 12, 2014, Shire entered into a $2,100 million revolving credit facilities agreement (the “RCF”) with a number of financial institutions, for which Abbey National Treasury Services PLC (trading as Santander Global Banking and Markets), Bank of America Merrill Lynch International Limited, Barclays Bank PLC, Citigroup Global Markets Limited, Lloyds Bank PLC, The Royal Bank of Scotland PLC and Sumitomo Mitsui Banking Corporation acted as mandated lead arrangers and bookrunners and DNB Bank ASA, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse AG, London Branch, Deutsche Bank Luxembourg S.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd. and Morgan Stanley Bank International Limited acted as arrangers. Shire is an original borrower under the RCF and has agreed to act as guarantor for its subsidiaries, which are also original borrowers and for any other of its subsidiaries that become additional borrowers thereunder. At December 31, 2014 the RCF was undrawn. On February 23, 2015 Shire requested the utilization of $1,300 million under the RCF to partially finance the purchase price payable in respect of Shire's acquisition of NPS Pharma (including certain related costs). The RCF, which terminates on December 12, 2019, may be applied towards financing the general corporate purposes of Shire. The RCF incorporates a $250 million US dollar and euro swingline facility operating as a sub-limit thereof. The RCF became immediately available for general corporate purposes as outlined above, on satisfaction of certain customary conditions precedent including the cancellation of Shire's multicurrency term and revolving facilities agreement dated November 23, 2010 (the “2010 RCF”) with a number of financial institutions, for which Abbey National Treasury Services PLC, Bank of America Merrill Lynch International Limited (formerly Banc of America Securities Limited), Barclays Bank PLC (formerly Barclays Capital), Citigroup Global Markets Limited, Lloyds Bank PLC (formerly Lloyds TSB Bank PLC) and The Royal Bank of Scotland PLC acted as lead arrangers (the facilities under which at such time were undrawn). Interest on any loans made under the RCF will be payable on the last day of each interest period, which may be one week or one, two, three or six months at the election of Shire, or as otherwise agreed with the lenders. The interest rate for the RCF will be: LIBOR (or, in relation to any revolving loan in euro, EURIBOR); plus 0.30% per year until delivery of the first compliance certificate required to be delivered after the date of the RCF, subject to change thereafter depending upon (i) the prevailing ratio of Net Debt to EBITDA (each as defined in the RCF) in respect of the most recently completed financial year or financial half year and (ii) the occurrence and continuation of an event of default in respect of the financial covenants or the failure to provide a compliance certificate. Shire shall also pay (i) a commitment fee equal to 35% per year of the applicable margin on available commitments under the RCF for the availability period applicable thereto and (ii) a utilization fee equal to (a) 0.10% per year of the aggregate of the amount requested by the borrower in a utilization request (the “Base Currency Amount”) of all outstanding loans up to an aggregate Base Currency Amount equal to $700 million, (b) 0.15% per year of the amount by which the aggregate Base Currency Amount of all outstanding loans exceeds $700 million but is equal to or less than $1,400 million and (c) 0.30% per year of the amount by which the aggregate Base Currency Amount of all outstanding loans exceeds $1,400 million. The RCF includes customary representations and warranties, covenants and events of default, including requirements that Shire's (i) ratio of Net Debt to EBITDA in respect of the most recently-ended 12-month Relevant Period (each as defined in the RCF) must not, at any time, exceed 3.5:1 (except that, following an acquisition fulfilling certain criteria, Shire may on a once only basis elect to increase this ratio to 4.0:1 for the Relevant Period in which the acquisition was completed and for that immediately following) and (ii) ratio of EBITDA to Net Interest for the most recently-ended 12-month Relevant Period (each as defined in the RCF) must not be less than 4.0:1. The RCF restricts (subject to certain exceptions) Shire's ability to incur additional financial indebtedness, grant security over its assets or provide loans/grant credit. Further, any lender may require mandatory prepayment of its participation if there is a change of control of Shire, subject to certain exceptions for schemes of arrangement and analogous schemes. Events of default under the facilities include, among others: (i) non-payment of any amounts due under the Finance Documents (as defined in the RCF), (ii) failure to satisfy any financial covenants, (iii) material misrepresentation in any of the Finance Documents, (iv) failure to pay, or certain other defaults, under other financial indebtedness, (v) certain insolvency events or proceedings, (vi) material adverse changes in the business, operations, assets or financial condition of Shire as a whole, (vii) if it becomes unlawful for Shire (or any successor parent company) or any of their respective subsidiaries that are parties to the RCF to perform their obligations thereunder or (viii) if Shire (or any successor parent company) or any subsidiary thereof which is a party to the RCF repudiates such agreement or other Finance Document. The full terms of the RCF are set out in Exhibit 10.31 to this Annual Report on Form 10-K.

Borrowings

12 Months Ended

Dec. 31, 2014

16. Borrowings

Term Loan Agreements

2015 Facilities Agreement

On January 11, 2015, Shire entered into an $850 million Facility Agreement with, among others, Citi Global Markets Limited (acting as mandated lead arranger and bookrunner) (the “2015 Facility Agreement”). The 2015 Facility Agreement comprises a $850 million term loan facility. Shire has agreed to act as guarantor for any of its subsidiaries that are or become additional borrowers under the 2015 Facility Agreement.

The 2015 Facility Agreement, which matures on January 10, 2016, may be used only to finance the purchase price payable in respect of Shire's acquisition of NPS Pharma (including certain related costs). The maturity date may be extended twice, at Shire's option, by six months on each occasion. On February 23, 2015 Shire requested the utilization of $850 million under the 2015 Facilities Agreement to partially finance the purchase price payable in respect of Shire's acquisition of NPS Pharma (including certain related costs).

Interest on any loans made under the 2015 Facility Agreement will be payable on the last day of each interest period, which may be one week or one, two, three or six months at the election of Shire, or as otherwise agreed with the lenders. The interest rate applicable to the 2015 Facility Agreement is LIBOR plus 0.50% per annum and increases by 0.25% per annum 6 months after the date of the agreement and on each subsequent date falling at three months intervals thereafter.

Shire shall also pay a commitment fee on the available but unutilized commitments under the 2015 Facility Agreement for the availability period applicable to each facility. With effect from first utilization, the commitment fee rate will be 35% of the applicable margin. Before first utilization, the commitment fee rate will increase in stages from 0% to 35% of the applicable margin over a period of 3 months.

The 2015 Facility Agreement includes customary representations and warranties, covenants and events of default, including requirements that the ratio of Net Debt to EBITDA of the Group (each as defined in the 2015 Facility Agreement) must not, at any time, exceed 3.5:1 for the Relevant Period (as defined in the 2015 Facility Agreement), except that following certain acquisitions, including the merger with NPS Pharma, Shire may elect to increase the ratio to 4.0:1 in the relevant period in which the acquisition was completed and the immediately following relevant period. In addition, for each 12-month period ending December 31 or June 30, the ratio of EBITDA of the Group to Net Interest (each as defined in the 2015 Facility Agreement) must not be less than 4.0:1.

The 2015 Facility Agreement restricts (subject to certain exceptions) Shire's ability to incur additional financial indebtedness, grant security over its assets or provide or guarantee loans. Further, any lender may require mandatory prepayment of its participation if there is a change of control of Shire. In addition, in certain circumstances, the net proceeds of certain shares, undertakings or business disposals by Shire must be applied towards the mandatory prepayment of the facility, subject to certain exceptions.

Events of default under the facility include: (i) non-payment of any amounts due under the facility, (ii) failure to satisfy any financial covenants, (iii) material misrepresentation in any of the finance documents, (iv) failure to pay, or certain other defaults, under other financial indebtedness, (v) certain insolvency events or proceedings, (vi) material adverse changes in the business, operations, assets or financial condition of Shire and its subsidiaries, (vii) if it becomes unlawful for Shire or any of its subsidiaries that are parties to the 2015 Facility Agreement to perform their obligations or (viii) if Shire or any subsidiary of Shire which is a party to the 2015 Facility Agreement repudiates the 2015 Facility Agreement or any other finance document, among others. The 2015 Facility Agreement is governed by English law.

2013 Facilities Agreement

On November 11, 2013, Shire entered into a $2,600 million facilities agreement with, among others, Morgan Stanley Bank International Limited (acting as lead arranger and agent) (the “2013 Facilities Agreement”). The 2013 Facilities Agreement comprised two credit facilities: (i) a $1,750 million term loan facility and (ii) a $850 million term loan facility.

On December 13, 2013 and at various points during the year to December 31, 2014, the Company cancelled part of the $2,600 million term loan facility. At December 31, 2014 the 2013 Facilities Agreement comprised an $850 million term loan facility which matures on November 11, 2015 and was fully utilized. All other terms and conditions remain unchanged.

The $850 million term loan facility has been used to finance the purchase price payable in respect of Shire's acquisition of ViroPharma (including certain related costs).

Interest on any loans made under the facilities will be payable on the last day of each interest period, which may be one week or one, two, three or six months at the election of Shire, or as otherwise agreed with the lenders.

The interest rate applicable to the $850 million term loan facility commenced at LIBOR plus 1.15% per annum until delivery of the compliance certificate for the year ended December 31, 2013 and is subject to change depending upon the prevailing ratio of Net Debt to EBITDA of the Group (each as defined in the 2013 Facilities Agreement), in respect of the most recently completed financial year or financial half year.

The 2013 Facilities Agreement includes customary representations and warranties, covenants and events of default, including requirements that the ratio of Net Debt to EBITDA of Shire (each as defined in the 2013 Facilities Agreement) must not, at any time, exceed 3.5:1 for the Relevant Period (as defined in the 2013 Facilities Agreement), except that following certain acquisitions, including the ViroPharma acquisition, Shire may elect to increase the ratio to 4.0:1 in the relevant period in which the acquisition was completed and the immediately following relevant period. In addition, for each 12-month period ending December 31 or June 30, the ratio of EBITDA of the Group to Net Interest (each as defined in the 2013 Facilities Agreement) must not be less than 4.0:1.

The 2013 Facilities Agreement restricts (subject to certain covenants) Shire's ability to incur additional financial indebtedness, grant security over its assets or provide or guarantee loans. Further, any lender may require mandatory prepayment of its participation if there is a change of control of Shire. In addition, in certain circumstances, the net proceeds of certain shares, undertakings or business disposals by Shire must be applied towards the mandatory prepayment of the facilities, subject to certain exceptions.

Events of default under the facilities include: (i) non-payment of any amounts due under the facilities, (ii) failure to satisfy any financial covenants, (iii) material misrepresentation in any of the finance documents, (iv) failure to pay, or certain other defaults, under other financial indebtedness, (v) certain insolvency events or proceedings, (vi) material adverse changes in the business, operations, assets or financial condition of Shire and its subsidiaries, (vii) if it becomes unlawful for Shire or any of its subsidiaries that are parties to the 2013 Facilities Agreement to perform their obligations or (viii) if Shire or any subsidiary of Shire which is a party to the 2013 Facilities Agreement repudiates the 2013 Facilities Agreement or any other finance document, among others. The 2013 Facilities Agreement is governed by English law.

Revolving Credit Facility (“RCF”)

On December 12, 2014, Shire entered into a $2,100 million revolving credit facilities agreement (the “RCF”) with a number of financial institutions, for which Abbey National Treasury Services PLC (trading as Santander Global Banking and Markets), Bank of America Merrill Lynch International Limited, Barclays Bank PLC, Citigroup Global Markets Limited, Lloyds Bank PLC, The Royal Bank of Scotland PLC and Sumitomo Mitsui Banking Corporation acted as mandated lead arrangers and bookrunners and DNB Bank ASA, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse AG, London Branch, Deutsche Bank Luxembourg S.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd. and Morgan Stanley Bank International Limited acted as arrangers. Shire is an original borrower under the RCF and has agreed to act as guarantor for its subsidiaries, which are also original borrowers and for any other of its subsidiaries that become additional borrowers thereunder. At December 31, 2014 the RCF was undrawn. On February 23, 2015 Shire requested the utilization of $1,300 million under the RCF to partially finance the purchase price payable in respect of Shire's acquisition of NPS Pharma (including certain related costs).

The RCF, which terminates on December 12, 2019, may be applied towards financing the general corporate purposes of Shire. The RCF incorporates a $250 million US dollar and euro swingline facility operating as a sub-limit thereof.

The RCF became immediately available for general corporate purposes as outlined above, on satisfaction of certain customary conditions precedent including the cancellation of Shire's multicurrency term and revolving facilities agreement dated November 23, 2010 (the “2010 RCF”) with a number of financial institutions, for which Abbey National Treasury Services PLC, Bank of America Merrill Lynch International Limited (formerly Banc of America Securities Limited), Barclays Bank PLC (formerly Barclays Capital), Citigroup Global Markets Limited, Lloyds Bank PLC (formerly Lloyds TSB Bank PLC) and The Royal Bank of Scotland PLC acted as lead arrangers (the facilities under which at such time were undrawn).

Interest on any loans made under the RCF will be payable on the last day of each interest period, which may be one week or one, two, three or six months at the election of Shire, or as otherwise agreed with the lenders. The interest rate for the RCF will be: LIBOR (or, in relation to any revolving loan in euro, EURIBOR); plus 0.30% per year until delivery of the first compliance certificate required to be delivered after the date of the RCF, subject to change thereafter depending upon (i) the prevailing ratio of Net Debt to EBITDA (each as defined in the RCF) in respect of the most recently completed financial year or financial half year and (ii) the occurrence and continuation of an event of default in respect of the financial covenants or the failure to provide a compliance certificate.

Shire shall also pay (i) a commitment fee equal to 35% per year of the applicable margin on available commitments under the RCF for the availability period applicable thereto and (ii) a utilization fee equal to (a) 0.10% per year of the aggregate of the amount requested by the borrower in a utilization request (the “Base Currency Amount”) of all outstanding loans up to an aggregate Base Currency Amount equal to $700 million, (b) 0.15% per year of the amount by which the aggregate Base Currency Amount of all outstanding loans exceeds $700 million but is equal to or less than $1,400 million and (c) 0.30% per year of the amount by which the aggregate Base Currency Amount of all outstanding loans exceeds $1,400 million.

The RCF includes customary representations and warranties, covenants and events of default, including requirements that Shire's (i) ratio of Net Debt to EBITDA in respect of the most recently-ended 12-month Relevant Period (each as defined in the RCF) must not, at any time, exceed 3.5:1 (except that, following an acquisition fulfilling certain criteria, Shire may on a once only basis elect to increase this ratio to 4.0:1 for the Relevant Period in which the acquisition was completed and for that immediately following) and (ii) ratio of EBITDA to Net Interest for the most recently-ended 12-month Relevant Period (each as defined in the RCF) must not be less than 4.0:1.

The RCF restricts (subject to certain exceptions) Shire's ability to incur additional financial indebtedness, grant security over its assets or provide loans/grant credit. Further, any lender may require mandatory prepayment of its participation if there is a change of control of Shire, subject to certain exceptions for schemes of arrangement and analogous schemes.

Events of default under the facilities include, among others: (i) non-payment of any amounts due under the Finance Documents (as defined in the RCF), (ii) failure to satisfy any financial covenants, (iii) material misrepresentation in any of the Finance Documents, (iv) failure to pay, or certain other defaults, under other financial indebtedness, (v) certain insolvency events or proceedings, (vi) material adverse changes in the business, operations, assets or financial condition of Shire as a whole, (vii) if it becomes unlawful for Shire (or any successor parent company) or any of their respective subsidiaries that are parties to the RCF to perform their obligations thereunder or (viii) if Shire (or any successor parent company) or any subsidiary thereof which is a party to the RCF repudiates such agreement or other Finance Document. The full terms of the RCF are set out in Exhibit 10.31 to this Annual Report on Form 10-K.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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