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Shire reports strong Q2 2017 operating results and cash flow; updates

full year guidance

Q2 product sales growth of 7% on a combined pro forma basis; generated

$1.2 billion operating cash flow

Over-delivered Year 1 Baxalta integration cost synergies, recognizing

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$400 million vs $300 million target

Exploring strategic review of Neuroscience franchise, including

potential of independent public listing

Significant pipeline progress with SHP643 (lanadelumab); Phase 3 topline

data demonstrates potential to change treatment paradigm for patients

with HAE; U.S. approval of MYDAYIS for patients with ADHD; September

launch planned

August 3, 2017 - Shire plc (Shire) (LSE: SHP, NASDAQ: SHPG) announces

unaudited results for the three months ended June 30, 2017.

Flemming Ornskov, M.D., M.P.H., Shire Chief Executive Officer,

commented:

"During the second quarter, we delivered strong top-line growth of 7% on

a pro forma basis, generating product sales of $3.6 billion. Our

Immunology franchise grew by 18%, and we saw significant contributions

across our broad and diverse portfolio. Shire remains ahead of schedule

to deliver at least $700 million in cost synergies from the Baxalta

integration by Year 3. The Q2 performance resulted in strong operating

cash flow of $1.2 billion and enabled us to reduce Non GAAP net debt by

$880 million in the quarter.

"We also continue to drive the late-stage clinical pipeline. In Q2 we

announced positive topline data from our Phase 3 pivotal trial of SHP643

in HAE, and anticipate submission of the BLA in late 2017 or early 2018.

MYDAYIS, a once-daily treatment for patients with ADHD, received US FDA

approval and will be launched in September.

"We are at an exciting inflection point, with both our rare disease and

neuroscience businesses performing strongly and each having significant

growth potential over the coming years. The strength and scale of our

business provides us with the opportunity to further optimize our

franchise portfolio - one of our key priorities communicated earlier

this year. By year end, we expect to complete a formal evaluation of the

full range of strategic options for the neuroscience franchise,

including the potential for its independent public listing.

"As we enter the second half of 2017, we are focused on generating

strong organic growth while continuing to deliver on our key priorities

- launching more than 80 products globally by leveraging our expanded

commercial platform, progressing our late-stage pipeline, integrating

Baxalta, and paying down debt. We have updated our 2017 full year

guidance and remain very confident about Shire's long-term prospects."

Financial Highlights

Q2 2017(1) Growth(1) Non GAAP CER(1)(2)

Product sales $3,592 million +55% +56%

Product sales excluding legacy

Baxalta $1,882 million +7%

Total revenues $3,746 million +54% +56%

Operating income from

continuing operations $399 million +315%

Non GAAP operating income(2) $1,492 million +53% +54%

Net income margin(3)(4) 6% 13ppc

Non GAAP EBITDA margin(2)(4) 43% 1ppc

Net income $240 million N/M

Non GAAP net income(2) $1,135 million +47%

Diluted earnings per ADS(5) $0.79 N/M

Non GAAP diluted earnings per

ADS(2)(5) $3.73 +10% +11%

Net cash provided by operating

activities $1,223 million +107%

Non GAAP free cash flow(2) $1,064 million +130%

(1) Results include Baxalta Inc. (Baxalta) (acquired on June 3, 2016),

unless otherwise noted. Percentages compare to equivalent 2016 period.

(2) The Non GAAP financial measures included within this release are

explained on pages 28 - 29, and are reconciled to the most directly

comparable financial measures prepared in accordance with US GAAP on

pages 22 - 24. (3) US GAAP net income as a percentage of total revenues.

(4) Percentage point change (ppc). (5) Diluted weighted average number

of ordinary shares 913 million.

Product sales growth

-- Delivered product sales growth of 55% with the inclusion of legacy

Baxalta sales.

-- Achieved combined pro forma product sales growth of 7%; legacy Shire

product sales growth of 7% and legacy Baxalta pro forma product sales

growth of 8%.

-- Strong demand for our immunology products delivered 18% pro forma sales

growth, with significant contributions from our subcutaneous

immunoglobulin portfolio as well as GAMMAGARD LIQUID and our albumin

products.

Earnings growth

-- Generated Non GAAP earnings per ADS of $3.73, underscoring

continued focus on commercial excellence and operating efficiency.

-- Continued to progress Baxalta integration, while delivering

$400 million in cost synergies in year 1 - exceeding our target of $300

million - which contributed to a Non GAAP EBITDA margin of 43% for the

quarter; on-track to achieve at least $700 million in synergies by year

3.

Strong cash flow

-- Strong operating cash flow enabled $880 million reduction in

Non GAAP net debt since March 31, 2017; remain on-track to achieve our

year-end debt target.

Product and Pipeline Highlights

Regulatory updates

-- Received U.S. Food and Drug Administration (FDA) approval of

MYDAYIS, a new once-daily treatment option for symptom control in

Attention Deficit Hyperactivity Disorder (ADHD) patients 13 years and

older.

-- Granted European Union (EU) Conditional Marketing Authorization

for NATPAR (Parathyroid Hormone) for the treatment of patients with

Chronic Hypoparathyroidism.

-- Received European Medicines Agency (EMA) validation of VEYVONDI

[von Willebrand factor (Recombinant)] Marketing Authorization

Application for treatment of von Willebrand Disease (VWD).

-- Submitted Investigational New Drug (IND) application to FDA for

gene therapy candidate SHP654 for the treatment of hemophilia A.

Clinical and business development updates

-- Reported positive topline data for SHP643 (lanadelumab), which

was acquired with Dyax Corp. (Dyax), an investigational treatment that

reduced Hereditary Angioedema (HAE) monthly attack rate by 87% versus

placebo in a Phase 3 26-week pivotal trial.

-- Entered into an agreement with Parion Sciences to develop and

commercialize SHP659 (formerly known as P-321), an investigational

epithelial sodium channel (ENaC) inhibitor for the potential treatment

of Dry Eye Disease in adults.

-- Expanded broad antibody research platform through license

agreement with Novimmune S.A. to develop and commercialize an innovative,

differentiated bi-specific antibody in pre-clinical development for the

treatment of hemophilia A and hemophilia A patients with inhibitors.

FINANCIAL SUMMARY - SECOND QUARTER 2017 COMPARED TO SECOND QUARTER 2016

Revenues

-- Product sales increased 55% to $3,592 million (Q2 2016: $2,322 million),

primarily due to the inclusion of a full quarter of legacy Baxalta sales

of $1,710 million in Q2 2017.

-- Product sales excluding legacy Baxalta increased 7% primarily due to

growth from our Internal Medicine franchise, up 15%, as well as sales

from our Ophthalmology franchise of $57 million.

-- Royalties and other revenues increased 44% to $154 million, as Q2 2017

benefited from a full quarter of additional revenue acquired with Baxalta,

primarily related to contract manufacturing activities.

Operating results

-- Operating income increased 315% to $399 million (Q2 2016: $96 million),

primarily due to the inclusion of a full quarter of Baxalta operating

income and higher revenue from our Internal Medicine franchise, partially

offset by higher amortization of acquired intangible assets and higher

costs relating to licensing arrangements.

-- Non GAAP operating income increased 53% to $1,492 million (Q2 2016: $972

million), primarily due to the inclusion of a full quarter of Baxalta

operating income and higher revenue from legacy Shire products.

-- Non GAAP EBITDA margin as a percentage of total revenues increased to 43%

(Q2 2016: 42%), primarily due to lower research and development (R&D) and

selling, general and administrative (SG&A) expenditures as a percentage

of revenues, partially offset by a lower Non GAAP gross margin, primarily

due to the inclusion of a full quarter of lower margin product franchises

acquired with Baxalta.

Earnings per share (EPS)

-- Diluted earnings per American Depositary Shares (ADS) increased to $0.79

(Q2 2016: diluted losses per ADS of $0.71), primarily due to higher

operating income due to the inclusion of a full quarter of Baxalta income

and the impact of lower losses from discontinued operations related to

the divested Dermagraft business.

-- Non GAAP diluted earnings per ADS increased 10% to $3.73 (Q2 2016: $3.38),

as higher Non GAAP operating income more than offset the impact of

additional shares issued as consideration for the Baxalta transaction.

Cash flows

-- Net cash provided by operating activities increased 107% to $1,223

million (Q2 2016: $591 million), primarily due to strong cash receipts

from higher sales and operating profitability, partially offset by the

timing of payments of accounts payable and other accruals.

-- Non GAAP free cash flow increased 130% to $1,064 million (Q2 2016: $463

million), driven by the growth in net cash provided by operating

activities noted above, partially offset by an increase of $51 million in

capital expenditures, primarily related to our continued investment in

manufacturing operations.

Debt

-- Non GAAP net debt at June 30, 2017 decreased $1,143 million since

December 31, 2016, to $21,296 million (December 31, 2016: $22,439

million). The decrease was primarily due to a $1,416 million net cash

repayment of debt, partially offset by a lower cash balance. Non GAAP net

debt represents aggregate long and short term borrowings of $21,209

million, and capital leases of $351 million, partially offset by cash and

cash equivalents of $264 million.

OUTLOOK

Following the strong performance in the first half of the year, we are

updating our guidance for 2017.

The guidance incorporates accelerated synergy capture as well as an

updated view on our product sales, primarily due to a new generic LIALDA

competitor. We have also revised our depreciation estimate to be $450 -

$500 million, based on updates resulting from the Baxalta integration,

and we have lowered our capital expenditure forecast to $800 - $900

million.

Non GAAP EPS has been upgraded by raising the midpoint of our guidance

range by 10 cents to $15.00, driven by cost discipline and accelerated

synergy capture.

The diluted earnings per ADS forecast assumes a weighted average number

of 914 million fully diluted ordinary shares outstanding for 2017.

Our US GAAP diluted earnings per ADS outlook has been updated to reflect

ongoing integration activities, which has accelerated the recognition of

synergies, and the change in fair value of contingent consideration for

SHP643 (lanadelumab) resulting from the positive topline Phase 3

results.

Full Year 2017 US GAAP Outlook Non GAAP Outlook(1)

Total product sales $14.3 - $14.6 billion $14.3 - $14.6 billion

Royalties & other revenues $600 - $700 million $600 - $700 million

Gross margin as a percentage of

total revenue(2) 67.5% - 69.5% 74.5% - 76.5%

Combined R&D and SG&A $5.3 - $5.5 billion $4.9 - $5.1 billion

Net interest/other $500 - $600 million $500 - $600 million

Effective tax rate 7% 16% - 17%

Diluted earnings per ADS(3) $5.65 - $6.05 $14.80 - $15.20

(1) For a list of items excluded from Non GAAP Outlook, refer to pages

28 - 29 of this release.

(2) Gross margin as a percentage of total revenues excludes amortization

of acquired intangible assets.

(3) See page 24 for a reconciliation between US GAAP diluted earnings

per ADS and Non GAAP diluted earnings per ADS.

RECENT DEVELOPMENTS

Corporate Strategy

Shire to assess strategic options for its Neuroscience franchise

-- With the acquisition and integration of Baxalta, Shire has solidified its

leadership position in rare diseases with an unparalleled inline

portfolio, innovative pipeline, and global commercial infrastructure. As

part of the Board's ongoing commitment to optimize Shire's portfolio and

strategic focus, Shire is assessing strategic options for our

Neuroscience franchise to derive even greater value from this

franchise. These options may include the independent public listing of

the Neuroscience franchise. Shire intends to complete this strategic

review by year end.

Business Development

Shire enters into a licensing agreement for Novimmune bi-specific

antibody

-- On July 18, 2017, Shire entered into a licensing agreement with Novimmune

S.A. The license grants Shire exclusive worldwide rights to develop and

commercialize an innovative, bi-specific antibody in pre-clinical

development for the treatment of hemophilia A and hemophilia A patients

with inhibitors.

Products

FIRAZYR for the treatment of HAE in Japan

-- On July 6, 2017, Shire submitted a Japanese New Drug Application to the

Pharmaceutical and Medical Devices Agency in Japan for the treatment of

HAE.

VEYVONDI for the treatment of adults affected by VWD

-- On June 22, 2017, Shire announced that the EMA validated the Marketing

Authorization Application for VEYVONDI to prevent and treat bleeding

episodes and peri-operative bleeding in adults (age 18 and older)

diagnosed with VWD.

MYDAYIS for the treatment of ADHD

-- On June 20, 2017, Shire announced that the FDA has approved MYDAYIS

(mixed salts of a single-entity amphetamine product), a once-daily

treatment comprised of three different types of drug-releasing beads for

patients aged 13 years and older with ADHD.

INTUNIV for the treatment of ADHD in Japan

-- On May 29, 2017, Shire's partner in Japan, Shionogi & Co., Ltd, launched

INTUNIV for the treatment of ADHD in children and adolescents from 6 to

17 years old.

Pipeline

SHP654 for the treatment of hemophilia A

-- On July 6, 2017, Shire announced the submission of an IND application to

the FDA for SHP654, an investigational factor VIII (FVIII) gene therapy

for the treatment of hemophilia A.

SHP643 for the treatment of HAE

-- On May 18, 2017, Shire announced positive topline Phase 3 results for the

HELP Study, which evaluated the efficacy and safety of subcutaneously

administered lanadelumab in patients 12 years of age or older with HAE.

The study met its primary endpoint and all secondary endpoints.

SHP647 for the treatment of ulcerative colitis

-- On May 17, 2017, Shire announced the publication of positive Phase 2

results for the TURANDOT Study. The study met its primary endpoint,

demonstrating significantly greater remission rates in patients receiving

the anti-MAdCAM antibody. Shire continues to work towards the initiation

of a pivotal Phase 3 trial for SHP647 in the second half of 2017.

SHP680 for the treatment of multiple neurological conditions

-- Shire is advancing clinical development of SHP680, targeting indications

for multiple neurological conditions with high unmet need. SHP680 is a

new chemical entity prodrug of d-amphetamine, which has previously been

studied in Phase 1 clinical trials, demonstrating a unique PK profile. It

belongs to a class of molecules with an established and well understood

safety profile.

Board Changes

In accordance with Shire's normal succession planning, the Company

announces that the following Non-Executive Directors will retire from

the Board with effect from the conclusion of the 2018 Annual General

Meeting ("AGM"):

-- William M. Burns, Senior Independent Director

-- David Ginsburg, Chairman of the Science & Technology Committee

-- Anne Minto, Chairman of the Remuneration Committee

Al Stroucken, Non-Executive Director, will assume the position of

Chairman of the Remuneration Committee effective August 3, 2017. Anne

Minto will continue to serve as a member of the Remuneration Committee

to enable a period of transition until her retirement from the Board.

Anne will fully support Al in the shareholder consultation process ahead

of the publication of the new Directors' Remuneration Policy that will

be put forward for shareholder approval at the 2018 AGM. The Board,

supported by the Nomination & Governance Committee, will continue to

evaluate Board and committee membership, including succession plans for

the roles of Senior Independent Director and Chairman of the Science &

Technology Committee, and will announce further changes once finalized.

Dividend

In respect of the six months ended June 30, 2017, the Board resolved to

pay an interim dividend of 5.09 U.S. cents per Ordinary Share (2016:

4.63 U.S. cents per Ordinary Share).

Dividend payments will be made in Pounds Sterling to holders of Ordinary

Shares and in U.S. Dollars to holders of ADSs. A dividend of 3.85(1)

pence per Ordinary Share (2016: 3.51 pence) and 15.27 U.S. cents per ADS

(2016: 13.89 U.S. cents) will be paid on October 20, 2017, to

shareholders on the register as of the close of business on September 8,

2017.

Holders of Ordinary Shares are notified that, in order to receive UK

sourced dividends via Shire's Income Access Share arrangements ("IAS

Arrangements"), they need to have submitted a valid IAS Arrangements

election form to the Company's Registrar, Equiniti, by no later than 5pm

(BST) on September 22, 2017. Holders of Ordinary Shares are advised

that:

-- any previous elections made using versions of the IAS Arrangements

election form in use prior to February 16, 2016, and any elections deemed

to have been made prior to April 28, 2016, are no longer valid; and

-- if they do not elect, or have not elected using the newly formatted IAS

Arrangements election forms published on or after February 16, 2016, to

receive UK sourced dividends via Shire's IAS Arrangements, their

dividends will be Irish sourced and therefore incur Irish dividend

withholding tax, subject to applicable exemptions.

Internet links to the newly formatted IAS Arrangements election forms

can be found at:

http://investors.shire.com/shareholder-information/shareholder-forms.aspx

(1) Translated using a GBP:USD exchange rate of 1.3221.

ADDITIONAL INFORMATION

The following additional information is included in this press release:

Page

Overview of Second Quarter 2017 Financial Results 9

Financial Information 14

Non GAAP Reconciliations 22

Notes to Editors 25

Forward-Looking Statements 26

Non GAAP Measures 28

Trademarks 29

For further information please contact:

Investor Relations

Ian Karp ikarp@shire.com +1 781 482 9018

Robert Coates rcoates@shire.com +44 1256 894874

Media

Lisa Adler lisa.adler@shire.com +1 617 588 8607

Debbi Ford debbi.ford@shire.com +1 617 949 9083

Dial in details for the live conference call for investors at 14:00 BST

/ 9:00 EDT on August 3, 2017:

UK dial in: 0808 237 0030 or 020 3139 4830

US dial in: 1 866 928 7517 or 1 718 873 9077

International Click here:

Access http://events.arkadin.com/ev/docs/NE_FEL_Events_International_Access

Numbers: _List.pdf

Password/Conf 96350792#

ID:

Live Webcast: Click here

http://investors.shire.com/presentations-and-reports/quarterly-resul

ts-and-presentations%20

The quarterly earnings presentation will be available today at 13:00 BST

/ 8:00 EDT on:

- Shire.com Investors section

http://investors.shire.com/presentations-and-reports/quarterly-results-and-presentations%20

- Shire's IR Briefcase in the iTunes Store

https://itunes.apple.com/us/app/shire-ir-briefcase/id529486874?mt=8

OVERVIEW OF SECOND QUARTER 2017 FINANCIAL RESULTS COMPARED TO SECOND

QUARTER 2016

1. Product sales

Product sales increased 55% to $3,592 million (Q2 2016: $2,322 million),

primarily due to the inclusion of a full quarter of legacy Baxalta sales

in Q2 2017. Excluding legacy Baxalta, product sales increased 7%.

Total Sales

(in millions) Year on year growth

Product sales by U.S. International Total

franchise Sales Sales Sales Reported Non GAAP CER

HEMOPHILIA $ 383.1 $ 360.8 $ 743.9 N/M N/M

INHIBITOR

THERAPIES 76.1 144.6 220.7 N/M N/M

Hematology total 459.2 505.4 964.6 N/M N/M

CINRYZE 164.7 11.2 175.9 +2% +2%

ELAPRASE 39.8 121.2 161.0 +5% +5%

FIRAZYR 118.1 19.3 137.4 +1% +1%

REPLAGAL - 122.1 122.1 +3% +6%

VPRIV 37.3 50.6 87.9 -0% +2%

KALBITOR 20.6 - 20.6 +16% +16%

Genetic Diseases

total 380.5 324.4 704.9 +2% +3%

IMMUNOGLOBULIN

THERAPIES 407.9 102.6 510.5 N/M N/M

BIO THERAPEUTICS 75.9 96.3 172.2 N/M N/M

Immunology total 483.8 198.9 682.7 N/M N/M

VYVANSE 460.1 58.1 518.2 +0% +0%

ADDERALL XR 67.2 4.2 71.4 -30% -30%

MYDAYIS 15.7 - 15.7 N/A N/A

Other Neuroscience 5.2 24.9 30.1 -16% -12%

Neuroscience total 548.2 87.2 635.4 -3% -2%

LIALDA/MEZAVANT 187.5 20.3 207.8 +7% +8%

PENTASA 83.3 - 83.3 +14% +14%

GATTEX/REVESTIVE 63.7 11.6 75.3 +69% +70%

NATPARA 34.5 - 34.5 +73% +73%

Other Internal

Medicine 31.2 52.2 83.4 -6% -3%

Internal Medicine

total 400.2 84.1 484.3 +15% +16%

Oncology total 45.8 16.7 62.5 N/M N/M

Ophthalmology

total 57.4 - 57.4 N/A N/A

Total product

sales $2,375.1 $ 1,216.7 $3,591.8 +55% +56%

Hematology

Hematology, acquired with Baxalta in June 2016, reported product sales

of $965 million. Hematology includes sales of recombinant and

plasma-derived hemophilia products (primarily factor VIII and factor IX)

and inhibitor therapies. Pro forma Q2 2017 growth in Hematology was

approximately 1%. U.S. sales growth in Hemophilia, which benefited from

stocking in the quarter, was partially offset by overall hematology

performance in our international markets due to the timing of large

orders.

Genetic Diseases

Genetic Diseases product sales increased 2%. Growth was primarily driven

by our lysosomal storage diseases (LSD) portfolio.

ELAPRASE sales increased by 5%, while REPLAGAL sales increased by 3%.

Both products benefited from an increase in the number of patients on

therapy.

Immunology

Immunology, acquired with Baxalta in June 2016, reported product sales

of $683 million. Immunology includes sales of antibody-replacement

immunoglobulin and bio therapeutics therapies. Pro forma Q2 2017 growth

in Immunology was approximately 18% (20% at Non GAAP CER) as the

franchise benefited from growth in both immunoglobulin therapies and bio

therapeutics. The U.S. benefited from growth in demand for our

subcutaneous portfolio. International experienced growth across most

regions with some benefit due to the timing of large orders.

Neuroscience

Neuroscience product sales decreased 3%, primarily driven by ADDERALL

XR.

ADDERALL XR sales decreased 30%, primarily due to additional generic

competition since August 2016. VYVANSE sales growth was impacted by

destocking in the second quarter of 2017 compared to stocking in the

same period in the prior year.

MYDAYIS, approved by the FDA on June 20, 2017, contributed $16 million

of product sales related to launch stocking.

Internal Medicine

Internal Medicine product sales increased 15%, with strong growth from

GATTEX/REVESTIVE and NATPARA.

GATTEX/REVESTIVE and NATPARA continued to perform well with sales

increasing 69% and 73%, respectively, primarily due to an increase in

the numbers of patients on therapy.

During Q2 2017, a generic version of LIALDA was approved by the FDA;

Shire expects generic competition to negatively impact future LIALDA

product sales.

Oncology

Oncology, acquired with Baxalta in June 2016, reported sales of $63

million. Oncology includes sales of ONCASPAR and ONIVYDE, the latter of

which was approved in the EU on October 18, 2016 and has contributed to

international growth in 2017.

Ophthalmology

Ophthalmology product sales relate to XIIDRA, which was made available

to patients starting on August 29, 2016. XIIDRA contributed $57 million

of product sales with 13% prescription growth since Q1 2017.

Baxalta pro forma product sales growth

The following table presents Q2 2017 reported legacy Baxalta product

sales compared with Q2 2016 pro forma legacy Baxalta sales.

Pro forma

(in millions) Year on year growth

Product sales U.S. International Total

by franchise Sales Sales Sales Reported Non GAAP CER

HEMOPHILIA $383.1 $ 360.8 $ 743.9 +3% +5%

INHIBITOR

THERAPIES 76.1 144.6 220.7 -7% -5%

Hematology total 459.2 505.4 964.6 +1% +2%

IMMUNOGLOBULIN

THERAPIES 407.9 102.6 510.5 +19% +20%

BIO THERAPEUTICS 75.9 96.3 172.2 +18% +20%

Immunology total 483.8 198.9 682.7 +18% +20%

Oncology total 45.8 16.7 62.5 +18% +20%

Total $988.8 $ 721.0 $1,709.8 +8% +9%

1. Royalties and other revenues

(in millions) Year on year growth

Revenue Reported Non GAAP CER

SENSIPAR royalties $ 46.4 +30% +31%

ADDERALL XR royalties 13.4 +158% +157%

FOSRENOL royalties 12.1 +6% +7%

3TC and ZEFFIX royalties 8.2 -32% -32%

Other royalties and revenues 73.9 +73% +77%

Total royalties and other

revenues $ 154.0 +44% +46%

Royalties and Other Revenues increased 44%, primarily due to the

inclusion of a full quarter of contract manufacturing revenue acquired

with Baxalta.

1. Financial details

Cost of sales

% of total % of total

(in millions) Q2 2017 revenues Q2 2016 revenues

Cost of sales (US GAAP) $1,108.9 30% $778.1 32%

Expense related to the unwind of inventory fair value

adjustments (145.0) (280.7)

Depreciation (67.0) (22.4)

Non GAAP cost of sales $ 896.9 24% $475.0 20%

Cost of sales as a percentage of total revenues decreased to 30%

primarily due to lower expense related to the unwind of inventory fair

value adjustments.

Non GAAP cost of sales as a percentage of total revenues increased to

24%, primarily due to the impact of a full quarter of lower margin

product franchises acquired with Baxalta.

R&D

% of total % of total

(in millions) Q2 2017 revenues Q2 2016 revenues

R&D (US GAAP) $542.4 14% $294.8 12%

Impairment of

IPR&D

intangible

assets (20.0) (8.9)

Costs relating

to license

arrangements (123.7) -

Depreciation (12.8) (5.8)

Non GAAP R&D $385.9 10% $280.1 12%

R&D increased by $248 million, or 84%, primarily due to milestone and

upfront payments associated with license arrangements, and the inclusion

of a full quarter of Baxalta costs.

Non GAAP R&D increased by $106 million, or 38%, primarily due to the

inclusion of a full quarter of Baxalta costs. Non GAAP R&D expense as a

percentage of total revenues decreased 2 percentage points.

SG&A

% of total % of total

(in millions) Q2 2017 revenues Q2 2016 revenues

SG&A (US GAAP) $899.1 24% $675.3 28%

Legal and

litigation

costs (7.6) (1.6)

Depreciation (40.9) (19.7)

Non GAAP SG&A $850.6 23% $654.0 27%

SG&A increased by $224 million, or 33%, primarily due to the inclusion

of a full quarter of Baxalta related costs and increased XIIDRA

marketing costs.

Non GAAP SG&A increased by $197 million, or 30%, primarily due to the

inclusion of a full quarter of Baxalta related costs and increased

XIIDRA marketing costs. Non GAAP SG&A as a percentage of total revenues

decreased 4 percentage points.

Amortization of acquired intangible assets

Shire recorded amortization of acquired intangible assets of $434

million (Q2 2016: $213 million). The increase is primarily related to

amortization on the intangible assets acquired with the Baxalta

transaction.

Integration and acquisition costs

In Q2 2017, Shire recorded integration and acquisition costs of $344

million. Integration costs of $193 million, primarily related to Baxalta,

including employee severance and acceleration of stock compensation,

third-party professional fees and expenses associated with facility

consolidations. Additionally, integration and acquisition costs included

a net charge of $151 million, relating to the change in fair value of

contingent consideration, primarily related to SHP643 which was acquired

from Dyax in 2016.

In Q2 2016, Shire recorded integration and acquisition costs of $363

million. Integration and acquisition costs related to the Baxalta and

Dyax transactions were $417 million, and included costs relating to

investment banking and other transaction-related fees, as well as

integration costs related to employee severance and acceleration of

stock compensation, and third-party professional fees. These costs were

partially offset by a net credit of $58 million relating to the change

in fair value of contingent consideration.

Other expense, net

(in millions) Q2 2017 Q2 2016

Other expense, net (US GAAP) $(137.7) $(79.6)

Amortization of one-time upfront borrowing costs for

Baxalta and Dyax 1.7 25.9

Gain on sale of long term investments (13.2) -

Non GAAP Other expense, net $(149.2) $(53.7)

Other expense, net increased by $58 million, primarily due to higher

interest expense incurred on borrowings used to fund the acquisitions of

Dyax and Baxalta.

Non GAAP Other expense, net increased by $96 million, primarily due to

higher interest expense as noted above.

Taxation

(in millions)

Effective Effective

Q2 2017 tax rate Q2 2016 tax rate

Income tax

expense (US

GAAP) $ (24.3) 9% $ 70.9 (427%)

Tax effect of

adjustments (187.6) (215.8)

Non GAAP Income

tax expense $(211.9) 16% $(144.9) 16%

The effective tax rate on US GAAP income in Q2 2017 was 9% (Q2 2016:

-427%) and on a Non GAAP basis was 16% (Q2 2016: 16%).

The effective rate in Q2 2017 on US GAAP income from continuing

operations is low primarily due to the combined impact of the relative

quantum of profit before tax for the period by jurisdiction and the

reversal of deferred tax liabilities from the Baxalta acquisition, as

well as acquisition and integration costs in higher tax territories.

Discontinued operations

The loss from discontinued operations in Q2 2017 was $1 million, net of

taxes, associated with the divested DERMAGRAFT business. The loss in Q2

2016 was $249 million, net of taxes of $101 million, primarily due to

the establishment of legal contingencies related to the divested

DERMAGRAFT business.

FINANCIAL INFORMATION

TABLE OF CONTENTS

Page

Unaudited US GAAP Consolidated Balance Sheets 15

Unaudited US GAAP Consolidated Statements of Operations 16

Unaudited US GAAP Consolidated Statements of Cash

Flows 18

Selected Notes to the Unaudited US GAAP Financial

Statements

(1) Earnings per share 20

(2) Analysis of revenues 21

Non GAAP reconciliations 22

Unaudited US GAAP Consolidated Balance Sheets

(in millions, except par value of shares)

June 30, December 31,

2017 2016

ASSETS

Current assets:

Cash and cash equivalents $ 263.7 $ 528.8

Restricted cash 34.2 25.6

Accounts receivable, net 2,755.2 2,616.5

Inventories 3,325.3 3,562.3

Prepaid expenses and other current assets 778.5 806.3

Total current assets 7,156.9 7,539.5

Non-current assets:

Investments 197.0 191.6

Property, plant and equipment (PP&E), net 6,554.5 6,469.6

Goodwill 19,482.1 17,888.2

Intangible assets, net 33,434.3 34,697.5

Deferred tax asset 132.2 96.7

Other non-current assets 233.9 152.3

Total assets $67,190.9 $67,035.4

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 3,842.0 $ 4,312.4

Short term borrowings and capital leases 3,204.9 3,068.0

Other current liabilities 389.6 362.9

Total current liabilities 7,436.5 7,743.3

Non-current liabilities:

Long term borrowings and capital leases 18,355.1 19,899.8

Deferred tax liability 7,788.0 8,322.7

Other non-current liabilities 2,346.2 2,121.6

Total liabilities 35,925.8 38,087.4

Equity:

Common stock of 5p par value; 1,500 shares authorized;

and 915.3 shares issued and outstanding (2016: 1,500

shares authorized; and 912.2 shares issued and outstanding) 81.5 81.3

Additional paid-in capital 24,951.2 24,740.9

Treasury stock: 8.4 shares (2016: 9.1 shares) (283.0) (301.9)

Accumulated other comprehensive income/(loss) 200.1 (1,497.6)

Retained earnings 6,315.3 5,925.3

Total equity 31,265.1 28,948.0

Total liabilities and equity $67,190.9 $67,035.4

Unaudited US GAAP Consolidated Statements of Operations

(in millions)

3 months ended June 30, 6 months ended June 30,

2017 2016 2017 2016

Revenues:

Product sales $3,591.8 $2,322.1 $7,004.1 $3,949.4

Royalties & other revenues 154.0 107.0 314.0 189.0

Total revenues 3,745.8 2,429.1 7,318.1 4,138.4

Costs and expenses:

Cost of sales 1,108.9 778.1 2,435.9 1,026.7

Research and development 542.4 294.8 921.7 511.9

Selling, general and administrative 899.1 675.3 1,788.0 1,150.2

Amortization of acquired intangible assets 434.1 213.0 798.1 347.6

Integration and acquisition costs 343.7 363.0 459.7 454.1

Reorganization costs 13.6 11.0 19.1 14.3

Loss/(gain) on sale of product rights 4.8 (2.3) (0.7) (6.5)

Total operating expenses 3,346.6 2,332.9 6,421.8 3,498.3

Operating income from continuing operations 399.2 96.2 896.3 640.1

Interest income 1.1 1.6 4.2 2.6

Interest expense (141.3) (87.2) (283.6) (131.9)

Other income/(expense), net 2.5 6.0 7.0 (2.5)

Total other expense, net (137.7) (79.6) (272.4) (131.8)

Income from continuing operations before income taxes

and equity in earnings/(losses) of equity method investees 261.5 16.6 623.9 508.3

Income taxes (24.3) 70.9 (31.1) (11.2)

Equity in earnings/(losses) of equity method investees,

net of taxes 4.3 (0.9) 3.5 (1.0)

Income from continuing operations, net of taxes 241.5 86.6 596.3 496.1

(Loss)/gain from discontinued operations, net of taxes (1.2) (248.7) 19.0 (239.2)

Net income/(loss) $ 240.3 $ (162.1) $ 615.3 $ 256.9

Unaudited US GAAP Consolidated Statements of Operations (continued)

(in millions, except per share amounts)

3 months ended June

30, 6 months ended June 30,

2017 2016 2017 2016

Earnings/(loss)

per Ordinary

Share - basic

Earnings from

continuing

operations $ 0.27 $ 0.12 $ 0.66 $ 0.78

(Loss)/gain from

discontinued

operations - (0.36) 0.02 (0.38)

Earnings/(loss)

per Ordinary

Share - basic $ 0.27 $ (0.24) $ 0.68 $ 0.40

Earnings/(loss)

per ADS -

basic $ 0.80 $ (0.71) $ 2.04 $ 1.21

Earnings/(loss)

per Ordinary

Share - diluted

Earnings from

continuing

operations $ 0.26 $ 0.12 $ 0.65 $ 0.77

(Loss)/earnings

from

discontinued

operations - (0.36) 0.02 (0.37)

Earnings/(loss)

per Ordinary

Share -

diluted $ 0.26 $ (0.24) $ 0.67 $ 0.40

Earnings/(loss)

per ADS -

diluted $ 0.79 $ (0.71) $ 2.02 $ 1.20

Weighted average

number of

shares:

Basic 906.4 682.8 905.3 637.3

Diluted 912.7 682.8 912.3 640.1

Unaudited US GAAP Consolidated Statements of Cash Flows

(in millions)

3 months ended June 30, 6 months ended June 30,

2017 2016 2017 2016

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/(loss) $ 240.3 $ (162.1) $ 615.3 $ 256.9

Adjustments to reconcile net income/(loss) to net

cash provided by operating activities:

Depreciation and amortization 554.8 260.9 1,041.7 429.8

Share based compensation 53.7 176.5 106.4 194.8

Amortization of deferred financing fees 3.6 30.1 6.8 50.1

Expense related to the unwind of inventory fair value

adjustments 145.0 280.7 625.4 293.5

Change in deferred taxes (157.8) (319.1) (293.3) (329.2)

Change in fair value of contingent consideration 151.2 (56.4) 147.7 (45.0)

Impairment of PP&E and intangible assets 53.6 8.9 53.6 8.9

Other, net (12.0) (3.1) 14.8 (17.6)

Changes in operating assets and liabilities:

Increase in accounts receivable (146.2) (80.1) (181.5) (181.0)

Increase/(decrease) in sales deduction accrual 39.6 (7.2) 57.1 66.4

Increase in inventory (19.8) (84.2) (171.6) (116.4)

Decrease in prepayments and other assets 90.4 48.7 104.6 26.5

Increase/(decrease) in accounts payable and other

liabilities 226.4 497.3 (445.1) 342.7

Net cash provided by operating activities 1,222.8 590.9 1,681.9 980.4

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of PP&E and long term investments (178.6) (127.5) (391.1) (179.1)

Purchases of businesses, net of cash acquired - (11,783.4) - (17,476.2)

Proceeds from sale of investments 40.6 - 40.6 -

Movements in restricted cash (0.1) 2.4 (8.6) 67.2

Other, net 2.0 (2.2) 3.2 3.3

Net cash used in investing activities (136.1) (11,910.7) (355.9) (17,584.8)

Unaudited US GAAP Consolidated Statements of Cash Flows (continued)

(in millions)

3 months ended June 30, 6 months ended June 30,

2017 2016 2017 2016

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from revolving line of credit, long term

and short term borrowings 710.0 12,590.0 2,111.9 18,895.0

Repayment of revolving line of credit, long term and

short term borrowings (1,702.2) (505.2) (3,527.9) (1,500.3)

Payment of dividend (234.7) (130.2) (234.7) (130.2)

Debt issuance costs - (18.5) - (112.3)

Proceeds from exercise of options 37.4 - 79.5 0.1

Other, net (3.9) 11.0 (24.0) 11.9

Net cash (used in)/provided by financing activities (1,193.4) 11,947.1 (1,595.2) 17,164.2

Effect of foreign exchange rate changes on cash and

cash equivalents 1.4 (2.9) 4.1 (1.9)

Net (decrease)/increase in cash and cash equivalents (105.3) 624.4 (265.1) 557.9

Cash and cash equivalents at beginning of period 369.0 69.0 528.8 135.5

Cash and cash equivalents at end of period $ 263.7 $ 693.4 $ 263.7 $ 693.4

Selected Notes to the Unaudited US GAAP Financial Statements

1. Earnings Per Share (EPS)

(in millions)

3 months ended June 30, 6 months ended June 30,

2017 2016 2017 2016

Income from

continuing

operations $ 241.5 $ 86.6 $ 596.3 $ 496.1

(Loss)/gain

from

discontinued

operations (1.2) (248.7) 19.0 (239.2)

Numerator for

EPS $ 240.3 $(162.1) $ 615.3 $ 256.9

Weighted

average

number of

shares:

Basic 906.4 682.8 905.3 637.3

Effect of

dilutive

shares:

Share based

awards to

employees 6.3 - 7.0 2.8

Diluted 912.7 682.8 912.3 640.1

The share equivalents not included in the calculation of the diluted

weighted average number of shares are shown below:

Share based awards to employees 13.2 8.3 10.3 4.4

Selected Notes to the Unaudited US GAAP Financial Statements

(2) Analysis of revenues

(in millions)

3 months ended 6 months ended June

June 30, 30,

2017 2016 2017 2016

Product sales by

franchise

HEMOPHILIA $ 743.9 $ 275.6 $1,394.3 $ 275.6

INHIBITOR

THERAPIES 220.7 74.0 441.2 74.0

Hematology 964.6 349.6 1,835.5 349.6

CINRYZE 175.9 173.0 401.8 337.2

ELAPRASE 161.0 154.0 301.6 277.6

FIRAZYR 137.4 136.7 265.9 265.0

REPLAGAL 122.1 118.4 231.8 221.6

VPRIV 87.9 88.0 167.7 171.6

KALBITOR 20.6 17.7 32.3 28.1

Genetic Diseases 704.9 687.8 1,401.1 1,301.1

IMMUNOGLOBULIN

THERAPIES 510.5 138.2 1,008.8 138.2

BIO THERAPEUTICS 172.2 51.3 350.1 51.3

Immunology 682.7 189.5 1,358.9 189.5

VYVANSE 518.2 517.7 1,081.9 1,026.9

ADDERALL XR 71.4 101.8 136.3 200.6

MYDAYIS 15.7 - 15.7 -

Other

Neuroscience 30.1 35.7 54.8 57.8

Neuroscience 635.4 655.2 1,288.7 1,285.3

LIALDA/MEZAVANT 207.8 193.7 382.9 361.7

PENTASA 83.3 72.9 152.4 136.9

GATTEX/REVESTIVE 75.3 44.5 144.3 96.2

NATPARA 34.5 19.9 64.2 35.5

Other Internal

Medicine 83.4 88.7 159.3 173.3

Internal Medicine 484.3 419.7 903.1 803.6

Oncology 62.5 20.3 120.8 20.3

Ophthalmology 57.4 - 96.0 -

Total product

sales 3,591.8 2,322.1 7,004.1 3,949.4

Royalties and

other revenues

SENSIPAR

royalties 46.4 35.6 85.3 73.5

ADDERALL XR

royalties 13.4 5.2 25.9 11.0

FOSRENOL

royalties 12.1 11.4 20.7 20.6

3TC and ZEFFIX

royalties 8.2 12.1 22.7 27.1

Other Royalties

and revenues 73.9 42.7 159.4 56.8

Total royalties

and other

revenues 154.0 107.0 314.0 189.0

Total revenues $3,745.8 $2,429.1 $7,318.1 $4,138.4

Non GAAP reconciliations

(in millions)

Reconciliation of US GAAP net income to Non GAAP EBITDA and Non GAAP

operating income:

3 months ended June 30, 6 months ended June 30,

2017 2016 2017 2016

US GAAP net income/(loss) $ 240.3 $(162.1) $ 615.3 $ 256.9

Add back/(deduct):

Loss/(gain) from discontinued operations, net of tax 1.2 248.7 (19.0) 239.2

Equity in (earnings)/losses of equity method investees,

net of taxes (4.3) 0.9 (3.5) 1.0

Income taxes 24.3 (70.9) 31.1 11.2

Other expense, net 137.7 79.6 272.4 131.8

US GAAP operating income from continuing operations 399.2 96.2 896.3 640.1

Add back/(deduct) Non GAAP adjustments:

Expense related to the unwind of inventory fair value

adjustments 145.0 280.7 625.4 293.5

Impairment of acquired intangible assets 20.0 8.9 20.0 8.9

Costs relating to license arrangements 123.7 - 123.7 -

Legal and litigation costs 7.6 1.6 7.6 16.6

Amortization of acquired intangible assets 434.1 213.0 798.1 347.6

Integration and acquisition costs 343.7 363.0 459.7 454.1

Reorganization costs 13.6 11.0 19.1 14.3

Loss/(gain) on sale of product rights 4.8 (2.3) (0.7) (6.5)

Depreciation 120.7 47.9 243.6 82.2

Other Non GAAP adjustments - - (4.0) -

Non GAAP EBITDA 1,612.4 1,020.0 3,188.8 1,850.8

Depreciation (120.7) (47.9) (243.6) (82.2)

Non GAAP operating income $1,491.7 $ 972.1 $2,945.2 $1,768.6

Net income margin(1) 6% (7)% 8% 6%

Non GAAP EBITDA margin(2) 43% 42% 44% 45%

(1) Net income as a percentage of total revenues.

(2) Non GAAP EBITDA as a percentage of total revenues.

Reconciliation of revenues to Non GAAP gross margin:

3 months ended June 30, 6 months ended June 30,

2017 2016 2017 2016

Revenues $3,745.8 $2,429.1 $7,318.1 $4,138.4

Cost of sales (US GAAP) (1,108.9) (778.1) (2,435.9) (1,026.7)

US GAAP gross margin 2,636.9 1,651.0 4,882.2 3,111.7

Add back Non GAAP adjustments:

Expense related to the unwind of inventory fair value

adjustments 145.0 280.7 625.4 293.5

Depreciation 67.0 22.4 139.1 30.7

Non GAAP gross margin $2,848.9 $1,954.1 $5,646.7 $3,435.9

Non GAAP gross margin % (1) 76.1% 80.4% 77.2% 83.0%

(1) Non GAAP gross margin as a percentage of total

revenues.

Non GAAP reconciliations

(in millions, except per ADS amounts)

Reconciliation of US GAAP net income to Non GAAP net income:

3 months ended June 6 months ended June

30, 30,

2017 2016 2017 2016

US GAAP net income/(loss) $ 240.3 $(162.1) $ 615.3 $ 256.9

Expense related to the unwind of inventory fair value

adjustments 145.0 280.7 625.4 293.5

Impairment of acquired intangible assets 20.0 8.9 20.0 8.9

Costs relating to license arrangements 123.7 - 123.7 -

Legal and litigation costs 7.6 1.6 7.6 16.6

Amortization of acquired intangible assets 434.1 213.0 798.1 347.6

Integration and acquisition costs 343.7 363.0 459.7 454.1

Reorganization costs 13.6 11.0 19.1 14.3

Loss/(gain) on sale of product rights 4.8 (2.3) (0.7) (6.5)

Amortization of one-time upfront borrowing costs for

Baxalta and Dyax 1.7 25.9 3.5 44.1

(Gain)/loss on sale of long term investments (13.2) - (13.2) 6.0

Loss/(gain) from discontinued operations 1.9 349.6 (29.9) 334.6

Other Non GAAP adjustments - - (4.0) -

Tax effect of adjustments (188.3) (316.7) (387.6) (365.7)

Non GAAP net income $1,134.9 $ 772.6 $2,237.0 $1,404.4

Reconciliation of US GAAP diluted earnings per ADS to Non GAAP diluted

earnings per ADS:

3 months ended 6 months ended

June 30, June 30,

2017 2016 2017 2016

US GAAP diluted earnings/(losses) per ADS $0.79 $(0.71) $2.02 $1.20

Expense related to the unwind of inventory fair value

adjustments 0.48 1.23 2.06 1.38

Impairment of acquired intangible assets 0.07 0.04 0.07 0.04

Costs relating to license arrangements 0.41 - 0.41 -

Legal and litigation costs 0.02 0.01 0.02 0.08

Amortization of acquired intangible assets 1.42 0.94 2.62 1.63

Integration and acquisition costs 1.12 1.59 1.51 2.13

Reorganization costs 0.04 0.05 0.06 0.07

Loss/(gain) on sale of product rights 0.02 (0.01) - (0.03)

Amortization of one-time upfront borrowing costs for

Baxalta and Dyax 0.01 0.11 0.01 0.21

(Gain)/loss on sale of long term investments (0.04) - (0.04) 0.03

Loss/(gain) from discontinued operations 0.01 1.53 (0.10) 1.56

Other Non GAAP adjustments - - (0.01) -

Tax effect of adjustments (0.62) (1.40) (1.27) (1.72)

Non GAAP diluted earnings per ADS $3.73 $ 3.38 $7.36 $6.58

Non GAAP reconciliations

(in millions, except per ADS amounts)

Reconciliation of US GAAP net cash provided by operating activities to

Non GAAP free cash flow:

3 months ended June

30, 6 months ended June 30,

2017 2016 2017 2016

Net cash

provided by

operating

activities $ 1,222.8 $ 590.9 $ 1,681.9 $ 980.4

Capital

expenditure (178.6) (127.5) (391.1) (179.1)

Up-front

payments

for

in-licensed

products 20.0 - 20.0 -

Non GAAP

free cash

flow $ 1,064.2 $ 463.4 $ 1,310.8 $ 801.3

Non GAAP net debt comprises:

June 30, 2017 December 31, 2016

Cash and cash equivalents $ 263.7 $ 528.8

Long term borrowings (excluding

capital leases) (18,011.3) (19,552.6)

Short term borrowings (excluding

capital leases) (3,198.1) (3,061.6)

Capital leases (350.6) (353.6)

Non GAAP net debt $ (21,296.3) $ (22,439.0)

Reconciliation of full year 2017 US GAAP diluted earnings per ADS

Outlook to Non GAAP diluted earnings per ADS Outlook:

Full Year 2017 Outlook

Min Max

US GAAP diluted earnings per ADS $ 5.65 $ 6.05

Expense related to the unwind of inventory fair value

adjustments 2.42

Impairment of acquired intangible assets 0.07

Costs relating to licensing arrangements 0.46

Legal and litigation costs 0.04

Amortization of acquired intangible assets 5.64

Integration and acquisition costs 2.98

Reorganization costs 0.10

Amortization of one-time upfront borrowing costs for

Baxalta and Dyax 0.02

Loss from discontinued operations (0.10)

Gain on sale of long term investments (0.01)

Other Non-GAAP adjustments (0.04)

Tax effect of adjustments (2.43)

Non GAAP diluted earnings per ADS $14.80 $15.20

NOTES TO EDITORS

Stephen Williams, Deputy Company Secretary, is responsible for arranging

the release of this announcement.

Inside Information

This announcement contains inside information.

About Shire

Shire is the leading global biotechnology company focused on serving

people with rare diseases. We strive to develop best-in-class products,

many of which are available in more than 100 countries, across core

therapeutic areas including Hematology, Immunology, Neuroscience,

Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal

Medicine / Endocrine and Hereditary Angioedema; and a growing franchise

in Oncology.

Our employees come to work every day with a shared mission: to develop

and deliver breakthrough therapies for the hundreds of millions of

people in the world affected by rare diseases and other high-need

conditions, and who lack effective therapies to live their lives to the

fullest.

www.shire.com

THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION

REFORM ACT OF 1995

Statements included herein that are not historical facts, including

without limitation statements concerning future strategy, plans,

objectives, expectations and intentions, the anticipated timing of

clinical trials and approvals for, and the commercial potential of,

inline or pipeline products, are forward-looking statements. Such

forward-looking 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,

the following:

-- Shire's products may not be a commercial success;

-- increased pricing pressures and limits on patient access as a result of

governmental regulations and market developments may affect Shire's

future revenues, financial condition and results of operations;

-- Shire conducts its own manufacturing operations for certain of its

products and is reliant on third party contract manufacturers to

manufacture other products and to provide goods and services. Some of

Shire's products or ingredients are only available from a single approved

source for manufacture. Any disruption to the supply chain for any of

Shire's products may result in Shire being unable to continue marketing

or developing a product or may result in Shire being unable to do so on a

commercially viable basis for some period of time;

-- the manufacture of Shire's products is subject to extensive oversight by

various regulatory agencies. Regulatory approvals or interventions

associated with changes to manufacturing sites, ingredients or

manufacturing processes could lead to, among other things, significant

delays, an increase in operating costs, lost product sales, an

interruption of research activities or the delay of new product launches;

-- certain of Shire's therapies involve lengthy and complex processes, which

may prevent Shire from timely responding to market forces and effectively

managing its production capacity;

-- Shire has a portfolio of products in various stages of research and

development. The successful development of these products is highly

uncertain and requires significant expenditures and time, and there is no

guarantee that these products will receive regulatory approval;

-- the actions of certain customers could affect Shire's ability to sell or

market products profitably. Fluctuations in buying or distribution

patterns by such customers can adversely affect Shire's revenues,

financial conditions or results of operations;

-- Shire's products and product candidates face substantial competition in

the product markets in which it operates, including competition from

generics;

-- adverse outcomes in legal matters, tax audits and other disputes,

including Shire's ability to enforce and defend patents and other

intellectual property rights required for its business, could have a

material adverse effect on the Company's revenues, financial condition or

results of operations;

-- inability to successfully compete for highly qualified personnel from

other companies and organizations;

-- failure to achieve the strategic objectives, including expected operating

efficiencies, cost savings, revenue enhancements, synergies or other

benefits at the time anticipated or at all with respect to Shire's

acquisitions, including NPS Pharmaceuticals Inc., Dyax Corp. or Baxalta

Incorporated may adversely affect Shire's financial condition and results

of operations;

-- Shire's growth strategy depends in part upon its ability to expand its

product portfolio through external collaborations, which, if unsuccessful,

may adversely affect the development and sale of its products;

-- a slowdown of global economic growth, or economic instability of

countries in which Shire does business, as well as changes in foreign

currency exchange rates and interest rates, that adversely impact the

availability and cost of credit and customer purchasing and payment

patterns, including the collectability of customer accounts receivable;

-- failure of a marketed product to work effectively or if such a product is

the cause of adverse side effects could result in damage to Shire's

reputation, the withdrawal of the product and legal action against Shire;

-- 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 significant legal

costs and the payment of substantial compensation or fines;

-- Shire is dependent on information technology and its systems and

infrastructure face certain risks, including from service disruptions,

the loss of sensitive or confidential information, cyber-attacks and

other security breaches or data leakages that could have a material

adverse effect on Shire's revenues, financial condition or results of

operations;

-- Shire incurred substantial additional indebtedness to finance the Baxalta

acquisition, which has increased its borrowing costs and may decrease its

business flexibility; and

a further list and description of risks, uncertainties and other matters

can be found in Shire's most recent Annual Report on Form 10-K and in

Shire's subsequent Quarterly Reports on Form 10-Q, in each case

including those risks outlined in "ITEM 1A: Risk Factors", and in

subsequent reports on Form 8-K and other Securities and Exchange

Commission filings, all of which are available on Shire's website.

All forward-looking statements attributable to us or any person acting

on our behalf are expressly qualified in their entirety by this

cautionary statement. Readers are cautioned not to place undue reliance

on these forward-looking statements that speak only as of the date

hereof. Except to the extent otherwise required by applicable law, we do

not undertake any obligation to update or revise forward-looking

statements, whether as a result of new information, future events or

otherwise.

NON GAAP MEASURES

This press release contains financial measures not prepared in

accordance with US GAAP. These measures are referred to as "Non GAAP"

measures and include: Non GAAP operating income; Non GAAP net income;

Non GAAP diluted earnings per ADS; effective tax rate on Non GAAP income

before income taxes and (losses/earnings) of equity method investees

(effective tax rate on Non GAAP income); Non GAAP CER; Non GAAP cost of

sales; Non GAAP gross margin; Non GAAP R&D; Non GAAP SG&A; Non GAAP

other expense; Non GAAP free cash flow, Non GAAP net debt, Non GAAP

EBITDA and Non GAAP EBITDA margin.

The Non GAAP measures exclude the impact of certain specified items that

are highly variable, difficult to predict, and of a size that may

substantially impact Shire's operations. Upfront and milestone payments

related to in-licensing and acquired products that have been expensed as

R&D are also excluded as specified items as they are generally uncertain

and often result in a different payment and expense recognition pattern

than ongoing internal R&D activities. Intangible asset amortization has

been excluded from certain measures to facilitate an evaluation of

current and past operating performance, particularly in terms of cash

returns, and is similar to how management internally assesses

performance. The Non GAAP financial measures are presented in this press

release as Shire's management believes that they will provide investors

with an additional analysis of Shire's results of operations,

particularly in evaluating performance from one period to another.

Shire's management uses Non GAAP financial measures to make operating

decisions as they facilitate additional internal comparisons of Shire's

performance to historical results and to competitor's results, and

provides them to investors as a supplement to Shire's reported results

to provide additional insight into Shire's operating performance.

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 financial measures used by Shire may be calculated

different from, and therefore may not be comparable to, similarly titled

measures used by other companies - refer to the section "Non GAAP

Financial Measure Descriptions" below for additional information. In

addition, these Non GAAP financial measures should not be considered in

isolation as a substitute for, or as superior to, financial measures

calculated in accordance with US GAAP, and Shire's financial results

calculated in accordance with US GAAP and reconciliations to those

financial statements should be carefully evaluated.

Non GAAP Financial Measure Descriptions

Where applicable the following items, including their tax effect, have

been excluded when calculating Non GAAP earnings and from our Non GAAP

outlook:

Amortization and asset impairments:

-- Intangible asset amortization and impairment charges; and

-- Other than temporary impairment of investments.

Acquisitions and integration activities:

-- Up-front payments and milestones in respect of in-licensed and acquired

products;

-- Costs associated with acquisitions, including transaction costs, fair

value adjustments on contingent consideration and acquired inventory;

-- Costs associated with the integration of companies; and

-- Noncontrolling interests in consolidated variable interest entities.

Divestments, reorganizations and discontinued operations:

-- Gains and losses on the sale of non-core assets;

-- Costs associated with restructuring and reorganization activities;

-- Termination costs; and

-- Income/(losses) from discontinued operations.

Legal and litigation costs:

-- Net legal costs related to the settlement of litigation, government

investigations and other disputes (excluding internal legal team costs).

Additionally, in any given period Shire may have significant, unusual or

non-recurring gains or losses which it may exclude from its Non GAAP

earnings for that period. When applicable, these items would be fully

disclosed and incorporated into the required reconciliations from US

GAAP to Non GAAP measures.

Depreciation, which is included in Cost of sales, R&D and SG&A costs in

our US GAAP results, has been separately disclosed for presentational

purposes.

Free cash flow represents net cash provided by operating activities,

excluding up-front and milestone payments for in-licensed and acquired

products, but including capital expenditure in the ordinary course of

business.

Non GAAP net debt represents cash and cash equivalents less short and

long term borrowings, capital leases and other debt.

A reconciliation of Non GAAP financial measures to the most directly

comparable measure under US GAAP is presented on pages 22 to 24.

Non GAAP CER growth is computed by restating 2017 results using average

2016 foreign exchange rates for the relevant period.

Average exchange rates used by Shire for the three months ended June 30,

2017 were $1.28:GBP1.00 and $1.09:EUR1.00 (2016: $1.45:GBP1.00 and

$1.13:EUR1.00). Average exchange rates used by Shire for the six months

ended June 30, 2017 were $1.26:GBP1.00 and $1.08:EUR1.00 (2016:

$1.44:GBP1.00 and $1.11:EUR1.00).

TRADEMARKS

We own or have rights to trademarks, service marks or trade names that

we use in connection with the operation of our business. In addition,

our names, logos and website names and addresses are owned by us or

licensed by us. We also own or have the rights to copyrights that

protect the content of our solutions. Solely for convenience, the

trademarks, service marks, trade names and copyrights referred to in

this press release are listed without the (c), (R) and (TM) symbols, but

we will assert, to the fullest extent under applicable law, our rights

or the rights of the applicable licensors to these trademarks, service

marks, trade names and copyrights. In addition, this press release may

include trademarks, service marks or trade names of other companies. Our

use or display of other parties' trademarks, service marks, trade names

or products is not intended to, and does not imply a relationship with,

or endorsement or sponsorship of us by, the trademark, service mark or

trade name.

This announcement is distributed by Nasdaq Corporate Solutions on behalf

of Nasdaq Corporate Solutions clients.

The issuer of this announcement warrants that they are solely

responsible for the content, accuracy and originality of the information

contained therein.

Source: Shire plc via Globenewswire

(END) Dow Jones Newswires

August 03, 2017 07:15 ET (11:15 GMT)