Guarantor Financial Information | Guarantor Financial Information On June 3, 2016, Shire plc provided full and unconditional, joint and several guarantees of the floating rate senior notes due 2018, 2.0% senior notes due 2018, 2.875% senior notes due 2020, 3.6% senior notes due 2022, 4.0% senior notes due 2025, and 5.25% senior notes due 2045 (collectively, “Baxalta Notes”), of Baxalta Inc., a 100% owned subsidiary of the Company. Amounts related to Baxalta Inc. and its subsidiaries are included in the condensed consolidating financial information for periods subsequent to June 3, 2016, the date of the Baxalta Inc.'s acquisition. On September 23, 2016, Shire plc provided full and unconditional, joint and several guarantees of the 1.90% senior notes due 2019, 2.40% senior notes due 2021, 2.875% senior notes due 2023 and 3.20% senior notes due 2026, of SAIIDAC (collectively "SAIIDAC Notes"), a 100% owned subsidiary of the Company. On December 1, 2016, Baxalta Inc., a wholly-owned subsidiary of Shire plc, became a guarantor to the SAIIDAC Notes. Accordingly, both Baxalta Inc. and Shire plc are now co-guarantors of the SAIIDAC Notes. In accordance with the requirements of SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered”, the following tables present unaudited condensed consolidating financial statements of the two separate guarantee structures of the Baxalta Notes and SAIIDAC Notes, for: • Shire plc - Parent Guarantor; • SAIIDAC Subsidiary Issuer - issuer subsidiary of the SAIIDAC Notes; (a) • Baxalta Inc. - issuer subsidiary of the Baxalta Notes and guarantor subsidiary of the SAIIDAC Notes; (b) • Non-Guarantor Non-Issuer Subsidiaries - presents all other subsidiaries of the Parent Guarantor on a combined basis, none of which guarantee the Baxalta Notes or SAIIDAC Notes; (c) • Non-Guarantor Subsidiaries of Baxalta Notes - presents combined Non-Guarantor Non-Issuer Subsidiaries, including SAIIDAC, under the guarantee structure where Baxalta Inc. is the subsidiary issuer (a+c); and • Eliminations - primarily relate to eliminations of investments in subsidiaries and intercompany balances and transactions. The Unaudited Condensed Consolidating Financial Statements present investments in subsidiaries using the equity method of accounting. Condensed Consolidating Balance Sheet As of March 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ — $ — $ 0.3 $ 368.7 $ 368.7 $ — $ 369.0 Restricted cash — — — 34.1 34.1 — 34.1 Accounts receivable, net — — — 2,579.5 2,579.5 — 2,579.5 Inventories — — — 3,345.8 3,345.8 — 3,345.8 Prepaid expenses and other current assets 1.4 — 91.0 694.8 694.8 — 787.2 Intercompany receivables — 47.5 95.9 5,172.5 5,220.0 (5,315.9 ) — Short term intercompany loan receivable — 1,995.1 — — 1,995.1 (1,995.1 ) — Total current assets 1.4 2,042.6 187.2 12,195.4 14,238.0 (7,311.0 ) 7,115.6 Investments 36,484.0 — 34,799.8 12,607.6 12,607.6 (83,665.2 ) 226.2 Property, plant and equipment, net — — 28.6 6,467.5 6,467.5 — 6,496.1 Goodwill — — — 19,149.1 19,149.1 — 19,149.1 Intangible assets, net — — — 32,834.1 32,834.1 — 32,834.1 Deferred tax asset — — 271.5 125.5 125.5 (271.5 ) 125.5 Long term intercompany loan receivable — 14,036.2 411.4 — 14,036.2 (14,447.6 ) — Other non-current assets 3.9 — 33.6 176.0 176.0 — 213.5 Total assets $ 36,489.3 $ 16,078.8 $ 35,732.1 $ 83,555.2 $ 99,634.0 $ (105,695.3 ) $ 66,160.1 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 1.6 $ 7.3 $ 61.1 $ 3,481.3 $ 3,488.6 $ — $ 3,551.3 Short term borrowings and capital leases 1,030.0 1,995.1 — 24.4 2,019.5 — 3,049.5 Intercompany payables 5,315.9 — — — — (5,315.9 ) — Short term intercompany loan payable — — — 1,995.1 1,995.1 (1,995.1 ) — Other current liabilities — — 75.0 334.6 334.6 — 409.6 Total current liabilities 6,347.5 2,002.4 136.1 5,835.4 7,837.8 (7,311.0 ) 7,010.4 Long term borrowings and capital leases — 14,036.2 5,061.4 398.3 14,434.5 — 19,495.9 Deferred tax liability — — — 8,024.1 8,024.1 (271.5 ) 7,752.6 Long term intercompany loan payable — — — 14,447.6 14,447.6 (14,447.6 ) — Other non-current liabilities 409.9 — 63.6 1,695.8 1,695.8 — 2,169.3 Total liabilities 6,757.4 16,038.6 5,261.1 30,401.2 46,439.8 (22,030.1 ) 36,428.2 Total equity 29,731.9 40.2 30,471.0 53,154.0 53,194.2 (83,665.2 ) 29,731.9 Total liabilities and equity $ 36,489.3 $ 16,078.8 $ 35,732.1 $ 83,555.2 $ 99,634.0 $ (105,695.3 ) $ 66,160.1 Condensed Consolidating Balance Sheet As of December 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated (In millions) ASSETS Current assets: Cash and cash equivalents $ — $ — $ 41.7 $ 487.1 $ 487.1 $ — $ 528.8 Restricted cash — — — 25.6 25.6 — 25.6 Accounts receivable, net — — — 2,616.5 2,616.5 — 2,616.5 Inventories — — — 3,562.3 3,562.3 — 3,562.3 Prepaid expenses and other current assets 1.8 — 97.1 707.4 707.4 — 806.3 Intercompany receivables — 120.5 — 5,154.4 5,274.9 (5,274.9 ) — Short term intercompany loan receivable — 2,594.8 — — 2,594.8 (2,594.8 ) — Total current assets 1.8 2,715.3 138.8 12,553.3 15,268.6 (7,869.7 ) 7,539.5 Investments 35,656.1 — 34,644.2 12,571.8 12,571.8 (82,680.5 ) 191.6 Property, plant and equipment, net — — 27.4 6,442.2 6,442.2 — 6,469.6 Goodwill — — — 17,888.2 17,888.2 — 17,888.2 Intangible assets, net — — — 34,697.5 34,697.5 — 34,697.5 Deferred tax asset — — 273.0 96.7 96.7 (273.0 ) 96.7 Long term intercompany loan receivable — 14,431.0 480.7 — 14,431.0 (14,911.7 ) — Other non-current assets 3.9 — 33.8 114.6 114.6 — 152.3 Total assets $ 35,661.8 $ 17,146.3 $ 35,597.9 $ 84,364.3 $ 101,510.6 $ (105,734.9 ) $ 67,035.4 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 1.3 $ 85.7 $ 20.0 $ 4,205.4 $ 4,291.1 $ — $ 4,312.4 Short term borrowings and capital leases 450.0 2,594.8 — 23.2 2,618.0 — 3,068.0 Intercompany payables 5,247.1 — 27.8 — — (5,274.9 ) — Short term intercompany loans payable — — — 2,594.8 2,594.8 (2,594.8 ) — Other current liabilities — — 64.6 298.3 298.3 — 362.9 Total current liabilities 5,698.4 2,680.5 112.4 7,121.7 9,802.2 (7,869.7 ) 7,743.3 Long term borrowings and capital leases — 14,431.0 5,063.7 405.1 14,836.1 — 19,899.8 Deferred tax liability — — — 8,595.7 8,595.7 (273.0 ) 8,322.7 Long term intercompany loans payable 610.1 — — 14,301.6 14,301.6 (14,911.7 ) — Other non-current liabilities 405.3 — 61.7 1,654.6 1,654.6 — 2,121.6 Total liabilities 6,713.8 17,111.5 5,237.8 32,078.7 49,190.2 (23,054.4 ) 38,087.4 Total equity 28,948.0 34.8 30,360.1 52,285.6 52,320.4 (82,680.5 ) 28,948.0 Total liabilities and equity $ 35,661.8 $ 17,146.3 $ 35,597.9 $ 84,364.3 $ 101,510.6 $ (105,734.9 ) $ 67,035.4 Condensed Consolidating Statements of Operations For the three months ended March 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated (In millions) Revenues: Product sales $ — $ — $ — $ 3,412.3 $ 3,412.3 $ — $ 3,412.3 Royalties and other revenues — — — 160.0 160.0 — 160.0 Total revenues — — — 3,572.3 3,572.3 — 3,572.3 Costs and expenses: Cost of sales — — 1.2 1,325.8 1,325.8 — 1,327.0 Research and development — — — 379.3 379.3 — 379.3 Selling, general and administrative 14.0 — 5.7 869.2 869.2 — 888.9 Amortization of acquired intangible assets — — — 364.0 364.0 — 364.0 Integration and acquisition costs — — 25.6 90.4 90.4 — 116.0 Reorganization costs — — — 5.5 5.5 — 5.5 Gain on sale of product rights — — — (5.5 ) (5.5 ) — (5.5 ) Total operating expenses 14.0 — 32.5 3,028.7 3,028.7 — 3,075.2 Operating (loss) / income from continuing operations (14.0 ) — (32.5 ) 543.6 543.6 — 497.1 Interest (expense) / income, net (30.3 ) 5.4 (21.4 ) (92.9 ) (87.5 ) — (139.2 ) Other income, net — — 0.5 4.0 4.0 — 4.5 Total other (expense) / income, net (30.3 ) 5.4 (20.9 ) (88.9 ) (83.5 ) — (134.7 ) (Loss) / income from continuing operations before income taxes and equity in income / (losses) of equity method investees (44.3 ) 5.4 (53.4 ) 454.7 460.1 — 362.4 Income taxes 1.5 (1.3 ) (19.9 ) 12.9 11.6 — (6.8 ) Equity in income / (losses) of equity method investees, net of taxes 417.8 — (126.8 ) (0.8 ) (0.8 ) (291.0 ) (0.8 ) Income / (loss) from continuing operations, net of taxes 375.0 4.1 (200.1 ) 466.8 470.9 (291.0 ) 354.8 Gain from discontinued operations, net of taxes — — — 20.2 20.2 — 20.2 Net income / (loss) 375.0 4.1 (200.1 ) 487.0 491.1 (291.0 ) 375.0 Comprehensive income / (loss) $ 645.5 $ 4.1 $ 48.7 $ 754.0 $ 758.1 $ (806.8 ) $ 645.5 Condensed Consolidating Statements of Operations For the three months ended March 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated (In millions) Revenues: Product sales $ — $ — $ — $ 1,627.3 $ 1,627.3 $ — $ 1,627.3 Royalties and other revenues — — — 82.0 82.0 — 82.0 Total revenues — — — 1,709.3 1,709.3 — 1,709.3 Costs and expenses: Cost of sales — — — 248.6 248.6 — 248.6 Research and development — — — 217.1 217.1 — 217.1 Selling, general and administrative 17.0 — — 457.9 457.9 — 474.9 Amortization of acquired intangible assets — — — 134.6 134.6 — 134.6 Integration and acquisition costs — — 91.1 91.1 — 91.1 Reorganization costs — — — 3.3 3.3 — 3.3 Gain on sale of product rights — — — (4.2 ) (4.2 ) — (4.2 ) Total operating expenses 17.0 — — 1,148.4 1,148.4 — 1,165.4 Operating (loss) / income from continuing operations (17.0 ) — — 560.9 560.9 — 543.9 Interest (expense) / income, net (21.9 ) (21.8 ) — — (21.8 ) — (43.7 ) Other income, net (0.3 ) — — (8.2 ) (8.2 ) — (8.5 ) Total other (expense) / income, net (22.2 ) (21.8 ) — (8.2 ) (30.0 ) — (52.2 ) (Loss) / income from continuing operations before income taxes and equity in income / (losses) of equity method investees (39.2 ) (21.8 ) — 552.7 530.9 — 491.7 Income taxes 1.0 5.5 — (88.6 ) (83.1 ) — (82.1 ) Equity in income / (losses) of equity method investees, net of taxes 457.2 — — (0.1 ) (0.1 ) (457.2 ) (0.1 ) Income / (loss) from continuing operations, net of taxes 419.0 (16.3 ) — 464.0 447.7 (457.2 ) 409.5 Gain from discontinued operations, net of taxes — — — 9.5 9.5 — 9.5 Net income / (loss) 419.0 (16.3 ) — 473.5 457.2 (457.2 ) 419.0 Comprehensive income / (loss) $ 443.4 $ (16.3 ) $ — $ 497.9 $ 481.6 $ (481.6 ) $ 443.4 Condensed Consolidating Statement of Cash Flows For the three months ended March 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated (In millions) CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided (used in) operating activities $ (9.6 ) $ (84.1 ) $ (0.3 ) $ 553.1 $ 469.0 $ — $ 459.1 CASH FLOWS FROM INVESTING ACTIVITIES: Transactions with subsidiaries (760.6 ) — (110.5 ) (733.2 ) (733.2 ) 1,604.3 — Movements in restricted cash — — — (8.5 ) (8.5 ) — (8.5 ) Purchases of PP&E and non-current investments — — (2.4 ) (210.1 ) (210.1 ) — (212.5 ) Other, net 0.3 — 2.0 (1.1 ) (1.1 ) — 1.2 Net cash provided by (used in) investing activities (760.3 ) — (110.9 ) (952.9 ) (952.9 ) 1,604.3 (219.8 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit, long term and short term borrowings 1,400.0 — — 1.9 1.9 — 1,401.9 Repayment of revolving line of credit, long term and short term borrowings (820.0 ) (1,000.0 ) — (5.7 ) (1,005.7 ) — (1,825.7 ) Proceeds from intercompany borrowings 189.8 1,084.1 69.3 261.1 1,345.2 (1,604.3 ) — Proceeds from exercise of options 0.1 — 1.7 20.3 20.3 — 22.1 Other, net — — (1.2 ) 1.1 1.1 — (0.1 ) Net cash provided by (used in) financing activities 769.9 84.1 69.8 278.7 362.8 (1,604.3 ) (401.8 ) Effect of foreign exchange rate changes on cash and cash equivalents — — — 2.7 2.7 — 2.7 Net increase in cash and cash equivalents — — (41.4 ) (118.4 ) (118.4 ) — (159.8 ) Cash and cash equivalents at beginning of period — — 41.7 487.1 487.1 — 528.8 Cash and cash equivalents at end of period $ — $ — $ 0.3 $ 368.7 $ 368.7 $ — $ 369.0 Condensed Consolidating Statement of Cash Flows For the three months ended March 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated (In millions) CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided (used in) operating activities $ (45.9 ) $ (11.5 ) $ — $ 446.9 $ 435.4 $ — $ 389.5 CASH FLOWS FROM INVESTING ACTIVITIES: Transactions with subsidiaries (1,900.0 ) (5,494.7 ) — (2,235.9 ) (7,730.6 ) 9,630.6 — Movements in restricted cash — — — 64.8 64.8 — 64.8 Purchases of subsidiary undertakings and businesses, net of cash acquired — — — (5,692.8 ) (5,692.8 ) — (5,692.8 ) Purchases of PP&E and non-current investments — — — (51.6 ) (51.6 ) — (51.6 ) Other, net — — — 5.5 5.5 — 5.5 Net cash provided by (used in) investing activities (1,900.0 ) (5,494.7 ) — (7,910.0 ) (13,404.7 ) 9,630.6 (5,674.1 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit, long term and short term borrowings 705.0 5,600.0 — — 5,600.0 — 6,305.0 Repayment of revolving line of credit, long term and short term borrowings (995.0 ) — — (0.1 ) (0.1 ) — (995.1 ) Proceeds from intercompany borrowings 2,235.9 — — 7,394.7 7,394.7 (9,630.6 ) — Debt issuance costs — (93.8 ) — — (93.8 ) — (93.8 ) Proceeds from exercise of options — — — 0.1 0.1 — 0.1 Other, net — — — 0.9 0.9 — 0.9 Net cash provided by (used in) financing activities 1,945.9 5,506.2 — 7,395.6 12,901.8 (9,630.6 ) 5,217.1 Effect of foreign exchange rate changes on cash and cash equivalents — — — 1.0 1.0 — 1.0 Net decrease in cash and cash equivalents — — — (66.5 ) (66.5 ) — (66.5 ) Cash and cash equivalents at beginning of period — — — 135.5 135.5 — 135.5 Cash and cash equivalents at end of period $ — $ — $ — $ 69.0 $ 69.0 $ — $ 69.0 |