Annual Report 2013
“ Being active and having
a positive outlook on
life is what keeps me
going every day.”
Overview
Overview of 2013
“ Our performance in 2013 was defined by remarkable R&D
output and further delivery of sustained financial performance
for our shareholders.”
Please go to page 4 for more
More at gsk.com
Performance highlights
£26.5bn
£8.0bn
£7.0bn
Group turnover
Core* operating profit
Total operating profit
£5.2bn
Returned to shareholders
6
112.2p
112.5p
13%
Major medicines approved
Core* earnings per share
Total earnings per share
Estimated return on R&D investment
10
6
1st
1st
Potential phase III study starts in 2014/15
Potential medicines with phase III data
expected 2014/15
in Access to Medicines Index
Pharmaceutical company to sign AllTrials
campaign for research transparency
Front cover story
“ Health is important to me,
I try to take care of my
health with all the tools
I have and do the best
that I can with it.”
Betty, COPD patient,
North Carolina, USA
Betty, aged 65, (pictured) has Chronic
Obstructive Pulmonary Disease (COPD).
She only has 25% lung capacity. This means
she finds even everyday tasks difficult, but
medicines and inhaled oxygen allow her to
live as normal a life as she can. Betty’s mindset
is to stay busy and active, so every week she
goes to rehab exercise classes.
COPD is a disease of the lungs that leads to
damaged airways, causing them to become
narrower and making it harder for air to get in
and out. 210 million people around the world
are estimated to have COPD.
Patients like Betty are the reason GSK has
been investing more in respiratory research
than any other healthcare company over the
past 40 years. For more on our research into
new medicines see page 34.
Cautionary statement regarding forward-looking statements
The Group’s reports filed with or furnished to the US Securities and Exchange Commission (SEC), including this document and written information released, or oral statements made, to the public in
the future by or on behalf of the Group, may contain forward-looking statements. Forward-looking statements give the Group’s current expectations or forecasts of future events. An investor can identify
these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’ and other words
and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective products or
product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results. The Group
undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Forward-looking statements involve inherent risks and uncertainties. The Group cautions investors that a number of important factors, including those in this document, could cause actual results to
differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, those discussed under ‘Risk factors’ on pages 232 to 241 of this Annual Report.
* A number of adjusted measures are used to report the performance of our business. These measures are defined on page 58 and a reconciliation of core results to total results is set out on page 65.
Our mission
At GSK our mission is
to improve the quality
of human life by enabling
people to do more, feel
better, live longer.
Contents
Strategic report
Chairman’s statement
CEO’s review
Business overview
The global context
Our business model
Our strategic priorities
How we performed
Risk management
Grow
Deliver
Simplify
Our financial architecture
Responsible business
Financial review
Governance & remuneration
Our Board
Our Corporate Executive Team
Chairman’s letter
Board report to shareholders
Committee reports
Remuneration Committee
Chairman’s Annual Statement
Annual report on remuneration
Remuneration policy report
Financial statements
Directors’ statement of
responsibilities
Independent Auditors’ report
Financial statements
Notes to the financial statements
Financial statements of
GlaxoSmithKline plc prepared
under UK GAAP
Investor information
Quarterly trend
Five-year record
Product development pipeline
Products, competition and
intellectual property
Risk factors
Share capital and share price
Dividends
Tax information for shareholders
Annual General Meeting 2014
US law and regulation
Shareholder services and contacts
2
4
6
8
12
14
16
18
20
32
44
48
50
58
76
80
82
83
89
96
97
117
128
129
132
136
211
218
222
225
229
232
242
244
244
245
247
249
GSK Annual Report 2013
1
Strategic report
Chairman’s statement
Chairman’s statement
To shareholders
The value of the significant changes that have been
made in recent years is evidenced in our performance
this year
“ Since Sir Andrew became
CEO, the company has
returned £30 billion
to shareholders.”
It is clear from the following pages that
the Group made good progress against
its strategy in 2013.
The Board believes the business is seeing
the benefits of the significant changes the
management team has driven over recent
years to deliver sustainable growth, reduce
risk and enhance returns to shareholders.
The notably strong performance from the
R&D organisation in 2013 – with six major
new product approvals in areas including
respiratory disease, HIV and cancer – is
critical to the longer-term prospects of the
Group. That this has been achieved at the
same time as R&D is effectively managing its
cost base to deliver an improved estimated rate
of return of 13% is particularly encouraging.
It is worth noting that since Sir Andrew
became CEO, GSK’s market capitalisation
has grown from approximately £55 billion
to around £80 billion and the company has
returned some £30 billion to shareholders
via £20 billion of dividends and £10 billion
of share buy-backs.
Risk management and commitment
to ethical behaviour
The Board aims to assure the integrity of
GSK’s business operations through rigorous
processes and systems and during the year,
risk management was once again a key part
of the Board’s discussions.
Through the Audit & Risk Committee, we
oversee the issues and challenges faced by
management, and encourage the creation
of an environment in which GSK can achieve
its strategic ambitions in a responsible and
sustainable manner.
I have no doubt that commercial success is
directly linked to operating in a responsible way
and which meets the changing expectations of
society. In this respect, the company continues
to adopt industry-leading positions on a range
of issues.
The announcement of plans during 2013
to evolve the way the business interacts with
healthcare professionals and pays sales staff
are developments I was particularly pleased
to see.
In the same way the Board strongly supports
the commitments the company has made to
advance transparency around clinical trial
data, and welcomes the subsequent actions
of other companies in this field. Over time,
it is to be hoped these steps will advance
medical science and improve patient care.
The allegations of fraudulent behaviour by
certain employees within our business in
China are wholly contrary to the company’s
values. In addition to the Chinese Government
investigation, we have commissioned an
independent review of our Chinese operations
by the law firm Ropes and Gray, and we will
implement all appropriate actions as necessary
on conclusion of these investigations.
2 GSK Annual Report 2013
Board gender diversity
12
12
10
8
6
4
2
0
3
10
10
5
5
2011
2012
2013
Female
Male
Governance and remuneration
We have been mindful of the changes outlined
in the new UK Narrative and Remuneration
Reporting regulations and this Annual Report
adheres to the new reporting standards.
In particular, this year’s Remuneration
Report comprises two parts that will each
require shareholder approval at the Group’s
forthcoming AGM. Further details are set
out in Tom de Swann’s letter to shareholders
on page 96 of this Report.
Regarding composition of the Board, our
priority is to have diversity in terms of gender,
length of tenure and business experience
across developed and emerging markets.
During the year, GSK had 33% female
representation on the Board, a level that
exceeds the original aspiration to have 25%
by the start of 2013. The Board firmly believes
that a diverse balance of experience, insight,
perspectives and background among its
Board members is in the best long-term
interests of the Group and its shareholders.
Prospects
In closing, the Board would like to thank
Sir Andrew and his executive team for their
commitment during a year in which the
Group once again demonstrated its ability
to deliver innovation while constantly striving
for substantial change. I am confident the
Group will continue to identify and grasp the
many opportunities that will strengthen GSK’s
performance, reward its shareholders, and
create sustainable long-term value for society.
Sir Christopher Gent
Chairman
Board changes and composition
There were a number of changes to the Board
during the year. I would like to thank Sir Crispin
Davis, who stood down in May, for his valuable
contributions over nearly ten years of service.
In April, we were pleased to have Hans Wijers
join the Board as a Non-Executive Director.
His extensive experience of running global
companies has already proved to be of great
value to Board discussions.
There were also planned changes in the
Chairmanships of several Board Committees.
Tom de Swaan succeeded Sir Crispin Davis
as Chairman of the Remuneration Committee
and Judy Lewent succeeded Tom as Chairman
of the Audit & Risk Committee, with Tom
remaining as a member of that committee.
In addition, I would like to thank Sir Deryck
Maughan for agreeing to remain on the Board
for up to an additional two years having
succeeded Sir Robert Wilson as Senior
Independent Director in May. Sir Deryck’s
considerable experience and knowledge
of GSK’s businesses will provide continuity
and balance.
Finally, Sir Robert Wilson stands down at
the 2014 AGM after ten years of exceptional
service and I would like to thank him for his
longstanding commitment to the Group.
GSK Annual Report 2013
3
Strategic report
CEO’s review
Our CEO’s
Review of the year
Company performance in 2013 was defined by
remarkable output from our R&D organisation
“ We led the sector for new
medicine approvals and
returned £5.2 billion to
shareholders.”
4 GSK Annual Report 2013
Over the past six years we have been making
fundamental changes at GSK to deliver innovation
and access to our products for patients and
customers, and improved sustainable financial
performance for our shareholders.
Overall, GSK accounted for 19% of FDA new
drug approvals during 2013 and, since 2009,
we have achieved more FDA approvals of
new molecular entities (NMEs) than any
other company.
The conversion of our advanced pipeline to
approved products represents the next step
in our strategy to deliver sustainable organic
growth and value to shareholders.
In particular, I want to note the growing
strength of our respiratory portfolio. With
Advair, Flovent, Ventolin, Breo, Anoro and
seven other respiratory products in late-stage
development, we are confident in our ability
to maintain a leadership position in this area
well into the next decade.
In addition to the highlighted approvals, our
future pipeline opportunity remains extensive.
We have around 40 NMEs in phase II/III
clinical development. In 2014 and 2015 we
expect phase III read-outs for six NMEs and
are planning ten NME phase III starts in key
areas such as respiratory, oncology and
immuno-inflammation.
Importantly, we also continue to improve our
financial efficiency in R&D and our estimated
internal rate of return of our R&D investments
is now 13%. This is good progress and we
continue to target 14% on a longer-term basis.
Improved R&D productivity is also
underpinning our strategy to create more
flexibility around the pricing of our new
medicines to meet the needs of payers
and governments.
In 2013, we saw further strong delivery
against these priorities.
During the year, we led the sector for new
medicine approvals and returned £5.2 billion
to shareholders through dividends and share
buy-backs – helping generate the best annual
total shareholder return (TSR) performance
since the formation of GSK.
We grew sales and earnings in line with
guidance with turnover up 1% to £26.5 billion
and core earnings per share up 4% to 112.2p
(both CER). We achieved this trading result
despite some unexpected challenges,
including significantly reduced sales in
our Chinese business.
During 2013, we also continued to take action
to reform our business model to better meet the
expectations of society. In particular, we took
industry-leading positions and actions to improve
global public health, increase transparency of
our clinical data, and modernise our commercial
practices and interactions with customers.
Exceptional R&D delivery
2013 was the most productive period of R&D
output in the company’s history.
Of the six major new medicine files we profiled
at the start of 2013, five were approved:
Breo and Anoro for respiratory disease,
Tafinlar and Mekinist for melanoma (skin
cancer) and Tivicay for HIV. We are expecting
regulatory decisions for albiglutide, the
remaining asset in this group, in the first half
of 2014. In addition, we launched our new
injectable quadrivalent flu vaccine in the USA.
Broadly based sales growth
In terms of sales, we saw a broadly-based
performance in 2013. There was an improved
performance in our US business, where sales
were up 1% (or 4% excluding the divestment
of Vesicare). We also saw stabilisation of
our European business, which reported flat
sales, with the benefits of our restructuring
programme helping to offset economic and
pricing pressures in the region.
We remain committed to investing for
continuing growth in our important Emerging
Markets business. Sales in the region were up
5% for the year and 11% in the fourth quarter,
excluding China.
During the year, we also took steps to increase
our equity holdings in our fast-growing Indian
pharmaceuticals and consumer subsidiaries
and announced plans to build new
manufacturing capacity in the country.
Consumer Healthcare sales grew 4% excluding
divested brands, with growth across all regions.
Optimising and re-shaping
our portfolio
We continue to take steps to optimise and
focus our portfolio.
During 2013 we divested our anti-coagulant
products for more than £700 million. We also
created a new Established Products Portfolio
made up of our older, largely non-promoted
brands, with the aim of finding more opportunities
to reduce complexity, enhance profitability and
optimise the value of this group of products.
We also completed a significant divestment in
our Consumer Healthcare business with the
sale of drinks brands Lucozade and Ribena
to Suntory of Japan for £1.35 billion. While
these are iconic brands, particularly in the
UK, we believe their growth potential is better
realised by a company with existing category
presence and a substantial drinks distribution
infrastructure in the emerging markets.
Financial efficiencies and
cash generation
Operationally we continue to restructure and
simplify our business to reduce our long-term
cost base. In 2013 we delivered incremental
year-on-year savings of around £400 million
from both ongoing and structural initiatives.
This is creating greater flexibility to invest
in our growth markets and new product
launches and – together with continued
improvement in our financial efficiency –
strengthens our ability to deliver earnings
per share growth ahead of sales.
The business remains highly cash generative
with £4.7 billion in free cash flow in 2013.
In addition, we realised £2.5 billion from
divestments leaving net debt of £12.6 billion
at the end of the year. We continue to focus
on using cash to protect our credit profile
and fund organic investment and restructuring
programmes as well as our ongoing
commitment to a growing dividend, further
share buy-backs and bolt-on acquisitions –
whichever offers the most attractive returns.
Changing our business model
We made considerable further progress during
2013 on our agenda to operate responsibly
and meet the changing expectations of society.
We made new commitments to increase
transparency of our clinical research. Early
in the year we announced our support for
the AllTrials campaign and became the
first pharmaceutical company to commit to
publishing the detailed clinical study reports for
all of our medicines. In May, we were also the
first in our industry to launch an online system
enabling researchers to request access to the
anonymised patient-level data from our clinical
trials. I am pleased that other companies are
now also adopting this approach.
We also announced plans to evolve the way
we sell and market products to healthcare
professionals to further align our activities
with the interests of patients and remove the
perception of conflict of interest. Specifically,
we plan to stop direct payments to healthcare
professionals for speaking engagements and
for attendance at medical conferences, and
extend the principle of our US ‘Patient First’
programme globally, to decouple sales team
remuneration from prescription generation.
We continue to expand access to our medicines
to people living in the developing world.
During 2013 we signed a ground-breaking
five-year partnership with Save the Children
to combine the resources and capabilities of
our two organisations to help save the lives
of one million children living in the poorest
countries in Africa.
I was delighted we achieved a significant
milestone for our malaria vaccine candidate
which demonstrated that it could potentially
halve the number of malaria cases in young
children. This vaccine has the potential to save
the lives of hundreds of thousands of children
in Africa and we now plan to file for approval
during 2014. We are committed to making it
available at a not-for-profit price.
There is no higher priority for me than the
values-based conduct of our employees.
In the past few years, we have focused on
bringing to life our values of transparency,
respect for people, integrity and patient
focus, and being thoughtful about what
they really mean at a human level.
It is because of my strong belief in our
company’s values that the allegations made in
China about the behaviour of some individuals
were so disappointing. The investigation
into this matter by the authorities in China
continues and we are co-operating fully. As
a company, we are committed to learning the
lessons and taking all appropriate action in
relation to the outcome of their investigation.
Outlook
Looking to 2014, we see continued momentum
for the business and are targeting core earnings
per share (EPS) growth of 4-8% CER on
turnover growth of around 2% CER on an
ex-divestment basis (2013 EPS base of
108.4p, turnover £25.6 billion). The range in our
guidance takes into account the roll-out of new
products along with potential competition from
generics to our older products such as Lovaza.
In closing, I would like to thank all our
employees, partners and suppliers for their
continued commitment and support. Overall,
I am confident that our core focus on innovative
product development and our programme of
investment, coupled with the changes we are
making to our business model, are positioning
the company competitively for the long term.
Sir Andrew Witty
Chief Executive Officer
GSK Annual Report 2013
5
Strategic report
Business overview
Business overview
What we do
We are a science-led global healthcare company that
researches and develops a broad range of innovative
products in three primary areas of pharmaceuticals,
vaccines and consumer healthcare
£26.5bn
2013 Group turnover (up 1% CER)
Pharmaceuticals
Vaccines
Consumer Healthcare
£17.9bn
Turnover
67%
of Group
£3.4bn
Turnover
13%
of Group
£5.2bn
Turnover
20%
of Group
Our Pharmaceuticals business develops
and makes medicines to treat a broad range
of acute and chronic diseases. Our portfolio
is made up of both patent-protected and
off-patent medicines.
Our Vaccines business is one of the largest
in the world, producing paediatric and
adult vaccines against a range of infectious
diseases. In 2013, we distributed more
than 860 million doses to 170 countries,
of which over 80% were supplied to
developing countries.
We develop and market a range of consumer
healthcare products based on scientific
innovation. We have brands in four main
categories: Total Wellness, Oral Care,
Nutrition and Skin Health. These include
a number of well-known brands such as
Sensodyne, Panadol and Horlicks.
Sales by therapy area
Sales by category
Sales by category
Respiratory
Anti-virals
Central nervous system
Cardiovascular and urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Dermatology
Rare diseases
Immuno-inflammation
ViiV Healthcare (HIV)
Other
£m
£m
7,516
Paediatric vaccines
1,916
Total Wellness
Includes vaccines against: polio,
diphtheria, tetanus, pertussis, measles,
mumps, rubella, meningitis C, chicken
pox, pneumococcal disease and
rotavirus infection
Adolescent, adult and travel
1,504
Oral Care
Nutrition
Skin Health
Includes vaccines against: flu
(pandemic and seasonal), human
papilloma virus (cervical cancer),
hepatitis A and B, typhoid, meningitis
A,C,W,Y, and booster vaccines against
diphtheria, tetanus, pertussis and polio
667
1,483
2,239
174
1,239
969
770
495
161
1,386
799
Read more on page 60
Read more on page 61
Read more on page 62
£m
1,935
1,884
1,096
272
6 GSK Annual Report 2013
Our global reach
We have a significant global commercial
presence in more than 150 markets, a network
of 86 manufacturing sites in 36 countries and
large R&D centres in the UK, USA, Spain,
Belgium and China.
We have reshaped our business over recent
years to better align to the strategic approach
we have had in place since 2008. This has
allowed us to better access markets with
high-growth potential including those in
Asia Pacific, Latin America and Japan.
Employees by region 2008
3%
5%
21%
26%
R&D
45%
99,451
Employees
Employees by region 2013
3% 3%
17%
39%
38%
USA
Europe
EMAP
Japan
Other
USA
Europe
EMAP
Japan
Other
Our business is sustained through investment
in R&D. In 2013 we spent £3.4 billion before
non-core items*, £3.9 billion in total, in our
search to develop innovative medicines,
vaccines and consumer products.
During the year we saw significant delivery from
our late-stage pipeline, with six key medicines
approved by regulators in the USA alone.
We have dedicated research programmes
for diseases that affect the developing world.
We are one of the few healthcare companies
researching both new vaccines and new
medicines for all three of the World Health
Organization’s priority diseases: HIV/AIDS,
malaria and tuberculosis.
£3.4bn
Core R&D expenditure in 2013
10
Potential phase III study starts in 2014/15
Turnover by region 2008
Turnover by region 2013
5%
5%
16%
40%
7%
7%
33%
34%
USA
Europe
EMAP
Japan
Other
28%
25%
USA
Europe
EMAP
Japan
Other
How we’re structured
Turnover by segment
Core R&D expenditure
allocation in 2013
Pharmaceuticals
Vaccines
Consumer Healthcare
£m
2,726
496
178
%
80
15
5
Read more on page 36
* The calculation of core results and non-core items
is set out on page 65.
While we have three primary areas of business,
our commercial business is structured as a
combination of regional units and areas of focus.
For Pharmaceuticals and Vaccines, we operate
in geographical segments that combine these
two businesses. Our Consumer Healthcare
business functions as a global unit, as does
ViiV Healthcare, the specialist HIV company
we founded with Pfizer in 2009, joined by
Shionogi in 2012.
Other trading turnover includes Canada,
Puerto Rico, Australasia, central vaccine
tender sales and contract manufacturing sales.
US Pharmaceuticals and Vaccines
Europe Pharmaceuticals and Vaccines
EMAP Pharmaceuticals and Vaccines
Japan Pharmaceuticals and Vaccines
ViiV Healthcare
Other trading
Consumer Healthcare
£bn
7.2
5.2
4.7
1.6
1.4
1.2
5.2
GSK Annual Report 2013
7
Strategic report
The global context
The global context
Opportunities and challenges
Despite continuing macro-economic and market challenges
around the world, there remains a significant need for
medicines and healthcare treatments.
Global economic overview
Global economic growth for 2013 continued to
be affected by the fallout from the international
financial crisis that began in 2008. At 3%,
performance was slower than the 3.5%
originally predicted by the International
Monetary Fund (IMF), and also just below
growth in the preceding year of 3.1%.
In the USA, the economy grew at an annual
rate of 1.9%. Indicators suggest an underlying
recovery, supported by a rebound in the
housing market and a continued fall in the
unemployment rate, from a peak of 10% in
2009 to 6.7% by the end of 2013. Despite
earlier announcements, the Federal Reserve
held off tapering its quantitative easing
measures in the year.
In the Eurozone the economy remained weak,
unemployment high and labour markets
depressed. Growth for the year was -0.4%.
The stringent fiscal reforms introduced in
a number of Eurozone countries caused
social and political tensions.
In Japan, the government’s fiscal stimulus
and monetary easing to support private
consumption and investment appears to
be having an effect. The economy grew
1.7% during the year.
Performance of emerging markets and other
regions was highly variable. In China, growth
remained stable at 7.7%, with much of this
growth coming in the second half of the year
from inward investment. India grew at 4.4%.
Growth was subdued in the economies of the
Middle East and North Africa, Latin America and
Russia compared with 2012. Many currencies
were put under pressure by the US Federal
Reserve’s tapering announcements in May 2013.
Figure 1: Current and predicted growth rates (%)
6
5
4
3
2
1
0
Based on IMF assessments, the outlook for
global economic growth in 2014 is 3.7%,
with the highest rates likely to be seen in the
developing economies of India, other Asian
regions and sub-Saharan Africa (see Figure 1).
Factors such as political turbulence within
the European Union and instability in the
Middle East are likely to continue to affect
the international business environment.
The global healthcare market
Sales in the world pharmaceutical market
rose slightly to £511 billion (CER) in the year
to September 2013, from £499 billion in
the previous year, according to the industry
information company IMS.
Emerging markets and Asia Pacific saw the
largest sales growth at 10%, pushing the
proportion of total sales from this region up
to 22% for 2013. Sales from Europe were
largely unchanged, at 24% of the total.
North American pharmaceutical sales were
£219 billion, representing 43% of the market.
The top therapeutic classes by sales were
unchanged in terms of positioning. Oncology/
immunomodulatory represented 16% of total
sales (10% growth), central nervous system
had 15% (a decline of 1%), while other areas
also had declines (see Figure 2).
The IMS Institute for Healthcare Informatics
predicts that annual spend on prescription
medicines will grow slowly – between 1-4%
– in North America, Europe and Japan, whereas
spending in emerging nations will grow 10-13%
overall as a result of economic expansion and
population changes in these markets.
Population growth and
evolving lifestyles
Population growth, increasing prosperity in
emerging markets, global changes in lifestyle
and governments’ responses to these dynamics
are all likely to expand the need for medicines
and other healthcare products in the future.
The United Nations forecasts that the global
population will reach 9.6 billion in 2050
compared with 7.2 billion in 2013. While birth
rates decline in Europe and Japan, this is likely
to be offset by the sharp rise in populations
elsewhere, particularly in the Middle East
and southern Asia.
Regional pharmaceutical
market sales
£511bn
Total global pharmaceutical market sales
Source: IMS data 2013
USA
US sales were steady in 2013.
This was partly a result of
patent expiries on blockbuster
medicines. However, the North
American region still remains
the top pharmaceutical market
by total sales.
£219bn
sales in 2013
2012
2013
2014
2015
World output Advanced economies
Emerging market and developing countries
Source: WEO Update, January 2014 (IMF)
8 GSK Annual Report 2013
Figure 2: Total global sales of medicines by therapeutic classes (%)
15.8%
14.8%
Oncology/Immunomodulatory (9.5%)
Central Nervous System (-1.0%)
Alimentary Tract and Metabolic (6.5%)
Cardiovascular System (-6.8%)
Respiratory System (-2.3%)
All other therapy areas combined
(% growth of global sales at CER)
38.5%
12.3%
6.6%
12.0%
Reference: IMS data 2013
Data does not include vaccines sales.
Europe
Overall performance was better in
Europe than in 2012, with sales up
approximately 1%. Austerity measures
and fiscal issues in many countries are
the main drivers for continued slow
growth in the region.
£124bn
sales in 2013
EMAP
Emerging markets continue to grow
quickly with sales up 10% in 2013.
Sales in these diverse areas are
predicted to continue to grow strongly.
£113bn
sales in 2013
Japan
While mandatory price cuts of
5-6% have been imposed in
alternate years, sales in Japan
saw approximately 2% growth in
2013 and the market continues to
be supportive of new medicines.
£55bn
sales in 2013
People are also living longer, partly as a result
of medical advances like vaccination that have
prevented or treated diseases that previously
caused a significant number of deaths. As
people live longer, they are more likely to
develop diseases of ageing, leading to
greater demand for medical treatments.
Countries with rising populations are many
of the same economies that are experiencing
improved economic outlooks. As prosperity
increases, we have seen trends towards
more sedentary lifestyles, increased
consumption of food, alcohol and tobacco
and a corresponding rise in chronic, non-
communicable diseases (NCDs) such as type
2 diabetes and heart disease. These diseases
already disproportionately affect low and
middle-income countries, where nearly 80%
of deaths from NCDs occur. In 2008, the
WHO projected a global increase in deaths
from NCDs of 17% by 2018, with the greatest
increase in the African (27%) and the Eastern
Mediterranean regions (25%).
Governments around the globe are under
pressure to improve healthcare provision.
Where a strong healthcare infrastructure is
absent, people often purchase medicines
themselves, and households in developing
countries spend a greater proportion of their
income on healthcare than their counterparts
in more developed markets. A recent Pharma
Futures report estimates these out-of-pocket
costs can be as high as 40% in China and
India, and 25% in Brazil.
Economic growth in emerging markets is
likely to be mirrored by increased spending
on healthcare from both governments and
individuals. Demand for medicines, vaccines
and consumer healthcare products is expected
to continue to grow significantly faster in these
regions than in more mature markets over the
next few years.
A number of non-governmental organisations
and the World Health Organization, are leading
efforts to support regions and countries in
prioritising and introducing wider healthcare
provision. There is a particular emphasis on
infant immunisations, which ultimately have
the potential to prevent millions of deaths
(see Figure 3 on page 10).
Price controls and regulatory pressures
The prescription medicines and vaccines
industry is highly regulated. Individual
governments have overall responsibility for
determining which products can be marketed
in their countries and in many cases, through
state-regulated systems, how these products
are priced.
The wide variations in regional and
country-specific laws around regulations
of medicines can present challenges to
the availability of new products in different
markets. As many governments have been
seeking to control costs and reduce spending,
national healthcare budgets – particularly
the proportion spent on medicines – have
been squeezed.
GSK Annual Report 2013
9
Strategic report
The global context
The global context
continued
USA
The US regulatory agency, the Food and
Drug Administration (FDA), approved 27
new molecular entities in 2013, down from
39 in 2012. Many of these approvals marked
the first approval of the medicine in any market.
A number of experimental medicines had
their development and review expedited
under the ‘breakthrough therapy designation’
programme, as a result of the 2012 Safety
and Innovation Act. This Act was designed
to speed up the approvals process for
medicines intended to treat serious or life
threatening conditions, and is enabling
medicines to reach patients sooner (see
Figure 4 Expedited development).
In the USA, there are no government price
controls on private sector purchases.
However, pharmaceutical manufacturers
are required by federal law to provide rebates
to the government on certain medicines in
order to qualify for reimbursement under
various healthcare programmes. These
rebates are shared between the states and
the federal government to offset the overall
cost of prescription drugs provided through
the Medicaid insurance programme for low-
income Americans. Rebates were increased
and expanded through the Affordable Care
Act (ACA). Although the increase means
additional costs for pharmaceutical
manufacturers, it is also allowing Medicaid
to provide greater access for patients to
prescription medicines.
This expansion of the Medicaid programme,
together with new health insurance
marketplaces and a financial penalty for
certain Americans who choose not to purchase
insurance, which launched on 1 January 2014,
caused a great deal of uncertainty in the
insurance market through 2013.
Europe
The European Medicines Agency (EMA),
which regulates new medicines for the
European Union, approved 38 medicines
containing new active substances in 2013.
This compared with the 35 novel medicines
approved in 2012. Europe also had the first
two approvals for biosimilar monoclonal
antibodies (mAbs).
The Pharmacovigilance Risk Assessment
Committee (PRAC), introduced as part of
the revised EU pharmacovigilance legislation,
completed its first year of operation in 2013
and led to an increase in the amount of
information available to the public about
regulators’ scrutiny of the safety of medicines.
For both industry and regulators this legislation
created new resourcing needs, as the
requirements around monitoring, reporting
and managing of safety issues expanded.
The year saw further debate on EU proposals
to improve the regulations around conducting
clinical trials, with the aim of boosting clinical
research in EU member states. The proposals
are nearing finalisation and could simplify
clincial trials processes in Europe when
they come into effect in 2016.
Austerity programmes and restricted budgets
continued to create challenges for healthcare
systems across Europe. In most countries,
the pressure on drug prices remained high
and governments used a range of cost
containment measures, such as International
Reference Pricing, to squeeze efficiencies
out of drug budgets.
Overall, access for patients to treatments
remains variable. Increasing use of managed
entry schemes for launching new products,
significant reforms of pricing systems (eg in
France, UK and Sweden) and industry-wide
stability agreements to manage the entire
drugs budget have all helped to some extent.
Furthermore, in some countries, policies have
been implemented to reduce shortages of
medicines, while in others, patients have
seen their payments for prescription
products increase.
Japan
The Japanese regulator, the Pharmaceutical
and Medical Device Agency (PMDA),
approved 17 medicines containing new
active ingredients in the six months from
April to September 2013.
In April 2013, the PMDA produced a roadmap
outlining its desire to further strengthen
partnerships with foreign regulatory agencies
including the FDA, the EMA and agencies in
Asia. This heightened spirit of co-operation
should speed up regulatory approvals, improve
the quality of safety measures, as well as
improve the quality and quantity of research
and the speed at which information can be
shared globally.
The government in Japan continues to progress
a number of additional initiatives that are likely
to affect the prescriptions medicine industry.
These include the goal of having 60% of all
prescriptions filled by generic medicines by
March 2018, and the introduction of health
technology assessments for evaluating
pharmaceuticals and medical devices.
10 GSK Annual Report 2013
Figure 3: The best chance
for childhood
According to the World Health
Organization (WHO), a wide range of
vaccines are available for, or contribute
to, the prevention and control of 25
vaccine-preventable infections. As
birth rates rise in developing countries,
there is a tremendous opportunity to
offer children protection from the many
infections common in childhood and
preventable by these vaccines. In its
Global Vaccine Action Plan from 2011-
2020, the WHO predicts that widening
access to vaccines could prevent
between 24.6 – 25.8 million deaths
by the end of the decade.
Figure 4: Expedited development
5yrs
The expedited review process was
introduced by the US Food and
Drug Administration in 2012 as
a way of speeding up the availability
of medicines intended to treat
serious or life-threatening conditions.
A recent review found it had reduced
the number of years required for
clinical testing. Candidate medicines
with ‘breakthrough therapy’
designation had an average of
5.1 years of clinical testing before
being approved, compared with
7.5 years for those that underwent
a standard review.
Emerging markets
Across emerging markets, prescription
medicines are regulated in a variety of ways
in different countries. For the industry, this
can present significant challenges, such as
a requirement for additional market-specific
documentation. For example, markets such
as China, India, Russia, Vietnam and Nigeria
now require local clinical data in order to
meet regulatory requirements.
Marketing authorisation application (MAA)
requirements continue to evolve in the
emerging markets to align more closely with
those in Europe, the USA and Japan, in terms
of both format and content.
Many governments in the region, including
Indonesia, China and India, are looking
to expand the population covered by the
government-funded health schemes. This
could increase the opportunities for high-
volume tenders but also impact pricing.
Although the specific tools and methods
each country implements to control health
spending varies, governments everywhere
continue to seek ways to manage healthcare
spending, including spending on medicines.
In many of the larger emerging markets,
such as Brazil, Russia, China and India,
governments are attempting to manage costs
through pricing controls. In several markets,
the authorities are looking for ways to control
or help manage the out-of-pocket spending
by patients themselves. For example, India is
introducing price controls on both patented
and non-patented products. International
reference prices remains a frequent approach
to reducing pricing in countries like Turkey,
Brazil and Australia. China and Russia are
also expected to introduce this soon. Other
trends in the emerging markets include
protectionist policies that favour local or
domestic suppliers.
Intellectual property and patent
protection
The journey from scientific breakthrough
to approved new medicine or vaccine
takes many years and can incur significant
costs. To ensure a reasonable reward for
this expertise and investment, research-
based pharmaceutical companies rely on
the protection of their intellectual property
via patents, trademarks, regulatory data
protection, registered designs, copyrights
and domain name registrations.
Patents generally have a 20-year term from
filing but, because of the long development
time for medicines, patent life is significantly
eroded before launch. In some countries,
some of the lost time can be restored.
Sometimes, patents may be challenged
before they expire. Courts may determine
that a patent is invalid, non-infringed or
unenforceable, leading to the loss of
protection on that innovation in that legal
jurisdiction. (Significant litigation for GSK
is summarised in Note 44 to the Financial
statements, ‘Legal proceedings’.)
We operate in markets where intellectual
property rights, particularly patents and
data protection, are less enforceable as
governments seek to control prices and
increase access to medicines for their
population by limiting such rights.
Countries such as India, Brazil and Argentina
have introduced or are considering practices
that may restrict the grant of patents for certain
types of inventions that are commonly available
in developed countries. There are also
indications that some countries are considering
more widespread use of compulsory licensing,
where essentially, an individual or company
seeking to use another’s patents can do so
without seeking the rights holder’s consent,
and pays the patent owner a set – usually
low – fee for the license.
When patents expire on medicines, these
medicines can be subject to competition
from generic products. The effect of this
is particularly acute in Western markets,
where generic products can rapidly capture
a large share of the market. As generic
manufacturers typically do not incur significant
costs for R&D, they are able to offer their
products at considerably lower prices than
branded competitors.
The same pressures for generic competition
do not apply as significantly to vaccines and
other biological products, or to products where
patents exist on both active ingredients and
the delivery device. In emerging markets, a
known heritage or brand for existing medicines
– whether on patent or not – is also valued
by patients.
Consumer healthcare
The development timelines for consumer
healthcare products are significantly shorter
and the intellectual property protections are
not the same as for prescription medicines.
However, consumer healthcare products are
also subject to national regulation comparable
for the testing, approval, manufacturing,
labelling and marketing of products. High
standards of technical appraisal frequently
involve a lengthy review and approval process,
which can cause delay to our product launches.
Consumer healthcare products also have
a greater reliance on brand loyalty and
trademark protection to create value across
all markets, not just those in developing
countries. This market is becoming more
challenging. Retailers have consolidated
and globalised, which is strengthening their
negotiating powers.
Competition
Our main consumer healthcare competitors
include Colgate-Palmolive, Johnson & Johnson,
Procter & Gamble, Reckitt Benckiser, Unilever,
Pfizer and Novartis.
Competition for our prescription products
comes from other companies researching
and making patent-protected medicines with
indications to treat similar diseases to our
medicines. Our principal research-based
pharmaceutical and vaccines competitors
include AbbVie, Amgen, AstraZeneca, Bayer,
Bristol-Myers Squibb, Eli Lilly, Johnson &
Johnson, Merck & Co, Novartis, NovoNordisk,
Pfizer, Roche Holdings, Sanofi and Takeda.
In addition, many other locally-operating
companies compete with GSK in certain
markets.
GSK Annual Report 2013 11
References
Fig 3 – GVAP plan: http://www.who.int/immunization/global_
vaccine_action_plan/DoV_GVAP_2012_2020/en/index.html
Fig 4 – FDA review process/approvals: http://www.
reuters.com/article/2013/10/29/us-usa-fda-jama-
idUSBRE99R12920131029
Cutting red tape New European proposals to cut clinical trial regulation could simplify R&D requirements in EU member states
Strategic report
Our business model
Our business model
How we create value
We continute to adapt our business model to deliver
sustainable performance through innovation and
expanding access
Our mission
We have a challenging and inspiring mission:
to improve the quality of human life by enabling
people to do more, feel better, live longer.
This mission gives us the purpose to develop
innovative medicines and products and make
them available to as many people who need
them as possible.
Our mission is underpinned by a number
of key factors:
Our values
We put our values of patient focus,
transparency, integrity and respect for
people at the heart of every decision we
make. We are focused on integrating these
values into our culture, decision-making and
how we work. As well as meeting the quality
and policy controls required of us, we continue
to review and challenge our practices to
ensure that our actions meet or exceed the
expectations of society.
See Responsible Business on page 50
Our people
Our people are critical to our ability to achieve
our mission. We rely on their knowledge,
expertise and ability to innovate. Every
employee is asked to perform with ethical
integrity. We strive to create a workplace
culture where employees feel valued and
able to take ownership of their professional
development and maximise their potential.
See Responsible Business on page 50
Our strategic priorities
Our three strategic priorities are to grow
a diversified global business, deliver more
products of value and simplify our operating
model. These have been in place since
2008 and are designed to help us produce
sustainable growth and improved operational
and financial performance. We have reshaped
our business to better align to this strategic
approach and we are now a substantially
different company in terms of geography,
products and capabilities than we were
five years ago.
See Strategic Priorities on page 14
Our insights
We continuously investigate the needs of
patients and consumers. This understanding
helps us ensure our medicines and products
meet the requirements of those they are intended
for while also addressing the specific needs of
the markets where we make them available.
Our business model
We have a broadly based and balanced
business across pharmaceuticals, vaccines
and consumer healthcare. At the core of our
business model are the concepts of innovation
and access. We create value by researching
and manufacturing innovative products and
making these accessible to as many people
who need them as possible.
Improving healthcare and making it affordable and
accessible to more people is a huge challenge,
and one that requires a combined effort.
Our mission
Our business model
Outputs
To improve the quality
of human life by enabling
people to do more,
feel better, live longer.
R&D
Discovering and
developing innovative
medicines
Underpinned by
Our values
Our people
Our strategic priorities
Our insights
Manufacturing
Making and shipping
high standard products
around the world
Commercialisation
and distribution
Increasing access
to our products
Benefits to patients
and customers
Cash and profit
generation
Shareholder value
and returns
Wider benefits
to society
12 GSK Annual Report 2013
Reinvestment
To meet this challenge, everyone involved –
industry, healthcare professionals, universities,
healthcare funders including governments,
charities and regulators – need to work
together. With this in mind, partnership
and collaboration is a key principle of our
business approach.
We continue to reform our business model.
For example, we have taken industry-leading
positions to improve global public health
through our pricing and access strategies,
increase transparency of our clinical trial
data, and modernise our commercial
practices and interactions with customers.
R&D
Discovering and developing new medicines
is a long, expensive and uncertain process
that requires us to be highly selective in where
we invest our resources. Our primary goal in
R&D is to develop innovative new medicines
that offer significant improvements over
existing treatments and so we focus our efforts
on areas where the science presents new
opportunities most likely to lead to significant
medical advances.
As a large research-based company, we
have significant scale, resource and expertise
that we can bring to the search for new
medicines. In recent years we have challenged
the traditional hierarchical R&D business
model by creating smaller, more agile and
accountable early-stage R&D groups.
These groups are tasked with seeking out
the biological targets involved in disease and
creating the molecules or biopharmaceuticals
that will ultimately become new medicines.
We have also increased the work we do
alongside external partners, capturing the
scientific diversity that exists across academia,
research charities and within other companies
and sharing the inherent risks of R&D.
In the process of our research, we grow
knowledge and expertise and create intellectual
property. Our business model ultimately relies
on an environment that appropriately protects
this intellectual property and provides us with
an opportunity to earn a reasonable return
on our R&D investment.
We have taken a strategic decision to
introduce more flexible approaches to pricing
that reflect a country’s wealth and ability
to pay. In the poorest countries, this has
included capping prices at 25% of developed
market levels, and forming alliances with non-
governmental organisations to reduce prices
through high-volume contracts.
In developed markets, we have pioneered novel
reimbursement approaches to widen access
to our newer medicines and priced these at
or below current treatments.
See Deliver section on page 32
See Grow section on page 20
Manufacturing
Our ability to consistently produce high quality
products and distribute them through our
global network is a key part of our business
model. Our extensive manufacturing
organisation and supply chain makes and
distributes our products to over 150 countries
around the world.
See Simplify section on page 44
Commercialisation and distribution
Our commercial success depends on market
presence and customer understanding.
With our focus on expanding access,
we seek to make our products as widely
accessible as possible to countries at all
levels of income and development.
A GSK presence in a market is frequently
a requirement before a medicine can be
made available, so our wide geographical
spread helps with this. In addition, this allows
us to understand the unique characteristics
of each marketplace and adapt our business
model to address specific healthcare needs
and requirements.
Outputs
Delivering innovation and maximising access
to our products generates value for patients,
shareholders, and society more widely.
Our primary contribution is to make products
that provide benefits to patients and consumers.
Successful delivery of this generates profitable
and sustainable performance. In turn, this
allows us to generate value and returns for
our shareholders and enables us to reinvest
in the business.
We also create value by making direct and
indirect economic and social contributions
in the countries where we operate. These
wider benefits to society include contributions
through tax, employment and enhancing the
well-being of local communities through our
global community initiatives.
GSK Annual Report 2013 13
Strategic report
Our strategic priorities
Our strategic priorities
How we deliver
Our strategy is designed to deliver sustainable growth,
reduce risk and improve long-term financial performance
and returns to shareholders
Our aim
Our progress
Grow
a diversified
business
We have been creating a more balanced
business and product portfolio, capable
of delivering sustainable sales growth.
This is centred on our three business
areas of Pharmaceuticals, Vaccines
and Consumer Healthcare.
Total sales grew 1% to £26.5 billion
in 2013 (3% excluding divestments).
Performance was generated from multiple
businesses and geographies reflecting
successful implementation of the strategy.
Deliver
more products
of value
We have changed our R&D organisation
so that it is better able to sustain a
pipeline of products that offer valuable
improvements in treatment for patients
and healthcare providers.
This is underpinned by a focus on
improving productivity and rates
of return in R&D.
During 2013, we received approvals
for six major new products and several
new indications for existing medicines
and vaccines.
We also generated a high volume of phase III
data on key assets in our pipeline.
Our estimated return on R&D investment
increased to 13%.
Simplify
the operating
model
As our business continues to change
shape, we are transforming how we operate
so that we can reduce complexity and
become more efficient.
This frees up resources to reinvest
elsewhere in the business.
We have several restructuring programmes
which are on track to deliver total annual
savings of £3.9 billion by 2016 compared with
2007. During 2013 we delivered incremental
savings of £400 million.
We are also making good progress
transforming our manufacturing network,
supply chain and enterprise wide processes.
Responsible
business
Being a responsible business is central to
our strategy, and how we deliver success
is just as important as what we achieve.
Ensuring our values are embedded in our
culture and decision-making helps us better
meet the expectations of society.
In 2013 we have made considerable further
progress on our agenda to operate responsibly.
Specifically, we took action to increase
transparency of clinical research data and
modernise our commercial operations and
interactions with customers.
We also made progress on driving access to
medicines in the poorest countries and passed
a key milestone in the development of a potential
vaccine against malaria.
14 GSK Annual Report 2013
Highlights
Our priorities
£26.5bn
Group turnover
39%
Group turnover outside USA and Europe
• Successful launch and
commercialisation of new
products from our pipeline
• Continue to invest in key
growth businesses including
Emerging Markets, Vaccines
and Consumer Healthcare
• Look for further opportunities
to increase focus and optimise
value of our product portfolio
6
Significant new product approvals
in 2013
40
Potential medicines in phase II/III
development
£400m
Incremental savings in 2013
10
Days reduction in working capital
• Delivery of phase III data for
six potential new medicines
and vaccines and around
10 NME phase III starts
across 2014/2015
• Continued focus on increasing
R&D rate of return
• Further cost savings delivery
from our restructuring
programmes
• Further roll-out of standardised
enterprise platforms and delivery
of an integrated supply chain
60%
Increase in the volume of medicines
supplied to Least Developed Countries
since 2010
1st
Pharmaceutical company to sign AllTrials
campaign for research transparency
• File our RTS,S malaria vaccine
candidate for approval in 2014
and, if approved, offer at a not-
for-profit price
• Implement changes on how
we incentivise our sales teams
and work with healthcare
professionals
Read more on page 20
Read more on page 32
Read more on page 44
Read more on page 50
Financial architecture
Our financial architecture is
designed to support the delivery
of our strategy and to enhance
returns to shareholders. It is
focused on four key priorities:
delivering sustainable sales
growth, improving operating
leverage, improving financial
efficiency and converting more
of our earnings into cash.
By applying this architecture
consistently, we are driving better
and more consistent decision
making across the company
and improving delivery of our key
financial objectives of earnings
per share growth and free cash
flow generation, which can then
be returned to shareholders or
reinvested in bolt-on acquisitions,
wherever the most attractive
returns are available.
Implementing this financial
architecture helped us to return
£5.2 billion to shareholders
through dividends and buy-backs
in 2013.
Outlook
For 2014, we are targeting
core earnings per share growth
of 4-8% CER (from 2013 base
of 108.4p adjusted for divestments
completed during 2013) on
sales growth of around 2% CER
(from 2013 base of £25,602
million adjusted for divestments
completed during 2013).
The range in our guidance reflects
the transition we expect to see in
our portfolio during the year as we
roll-out new products but also face
potential competition from generics
to older products such as Lovaza.
GSK Annual Report 2013 15
Strategic report
How we performed
How we performed
Key indicators
We measure our performance against a number
of key indicators and the remuneration of our
executives is based on many of these
Group turnover
Cash returned to shareholders
£26.5bn
£5.2bn
(3)
(4)
27.4
(1)
(3)
1
–
26.4
26.5
Reported growth CER %
Reported growth £ %
How we performed
Turnover was up 1%, and up 3% adjusting
for disposals in the prior year. This was
driven by growth in the USA, Japan
and EMAP.
Why it’s important
A key objective of our strategy is to
deliver sustainable, broadly-sourced
sales growth.
6
5
4
3
2
1
0
75
5.6
2.2
s
k
c
a
b
-
y
u
B
3.4
13
6.3
2.5
s
k
c
a
b
-
y
u
B
3.8
(18)
5.2
1.5
s
k
c
a
b
-
y
u
B
3.7
d
n
e
d
v
D
i
i
d
n
e
d
v
D
i
i
d
n
e
d
v
D
i
i
2011
2012
2013
2011
2012
2013
30
25
20
15
10
5
0
Reported growth £ %
How we performed
During 2013, GSK returned £5.2 billion
to shareholders via dividends and share
buy-backs.
Why it’s important
We continue to focus on delivering
dividend growth and returning free cash
flow to shareholders through share buy-
backs where this offers a more attractive
return than alternative investments.
Core operating profit and margina
Total operating profit and margin
£8.0bn
£7.0bn
(4)
(6)
–
(3)
Reported growth CER %
Reported growth £ %
>100
>100
(3)
(6)
(1)
(4)
Reported growth CER %
Reported growth £ %
(6)
(7)
31.9%
8.7
12
10
8
6
4
2
0
31.2%
8.2
30.2%
8.0
2011
2012
2013
How we performed
Core operating profit was £8.0 billion.
Core operating margin declined
1.0 percentage point to 30.2%,
reflecting expected increases in cost
of sales partially offset by higher royalty
income and lower R&D expenditure.
Why it’s important
Our objective remains to improve operating
leverage. The margin indicates how costs
are being managed as sales grow.
12
10
8
6
4
2
0
28.2%
27.6%
7.7
7.3
26.5%
7.0
2011
2012
2013
How we performed
Total operating profit was £7.0 billion.
Total operating margin declined 1.1
percentage points to 26.5%, reflecting
expected increases in cost of sales
partially offset by higher royalty income
and lower R&D expenditure.
Core earnings per sharea
Total earnings per share
112.2p
112.5p
(7)
(8)
–
(3)
4
1
Reported growth CER %
Reported growth £ %
>100
>100
(9)
(12)
27
23
Reported growth CER %
Reported growth £ %
150
125
100
75
50
25
0
114.5
111.4
112.2
2011
2012
2013
16 GSK Annual Report 2013
How we performed
Effective cost control and delivery
of financial efficiencies enabled the
Group to deliver core EPS of 112.2p,
an increase of 4% (CER).
Why it’s important
Earnings per share show the portion
of our profit allocated to each share.
It is a key indicator of our performance
and the returns we are generating for
shareholders.
150
125
100
75
50
25
0
103.6
91.6
112.5
2011
2012
2013
How we performed
Non-core items included gains on the
disposal of the Group’s Lucozade and
Ribena business and the anti-coagulant
products of £1,331 million. The impact
of non-core items in the year largely
offset each other.
New product approvals in the USA
New Pharmaceuticals and Vaccines product performanceb
6 approvals
£1.4bn
3
2
6
6
3
2
2011
2012
2013
6
5
4
3
2
1
0
New product approvals
47
34
33
Reported growth CER %
How we performed
An exceptional year for R&D led to
approvals of six significant products
in the USA, helping to drive continued
improvement in estimated R&D internal
rate of return.
Why it’s important
This measure shows how the R&D
organisation is delivering new products
to drive the growth of the Group.
6
5
4
3
2
1
0
2.5
1.4
1.4
2011
2012
2013
How we performed
Sales of new products were £1.4 billion
in 2013, grew 33% and represented 7%
of Pharmaceuticals and Vaccines turnover.
Why it’s important
This measure shows the delivery of
sales in each year from products launched
in the prior five years on a rolling basis,
and creates incentives for improved
R&D performance.
Turnover in our major growth areasb
Free cash flowb,c
£14.1bn
£4.7bn
53
54
53*
% share of total turnover
14.4
14.3
14.1
18
15
12
9
6
3
0
2011
2012
* 55% excluding divestments in 2013
2013
How we performed
We saw continued Pharmaceuticals
growth in Emerging Markets and Japan,
together with Consumer Healthcare and
Vaccines. Consumer Healthcare growth
was impacted by divestments.
Why it’s important
This measure focuses on our major growth
areas: Vaccines, Consumer Healthcare,
EMAP, Japan and dermatology. This
highlights progress in delivering our
strategy to create broad-based sales
growth that is more resilient to volatility.
6
5
4
3
2
1
0
(8)
(14)
4.1
(51)
(17)
>100
2
4.7
2.0
2011
2012
2013
Reported growth £ %
Growth excluding legal settlements £ %
How we performed
Free cash flow was £4.7 billion,
the increase of £2.7 billion primarily
reflecting lower tax and legal payments
made in 2013.
Why it’s important
This measure shows the cash we generate
that is available to return to shareholders
or reinvest in the business, as well as our
effectiveness in converting our earnings
to cash through effective working capital
control and investment discipline.
Relative total shareholder returnb,d
200
180
160
140
120
100
80
60
31/12/08
31/12/09
31/12/10
31/12/11
31/12/12
31/12/13
GlaxoSmithKline Total Return
GlaxoSmithKline Pharma Peers Return Index
FTSE 100 Total Return Index
c The calculation of free cash flow
is described on page 58 and a
reconciliation is provided on page 72.
The calculation of CER is described
on page 58.
d The constituents of the Pharma Peers
Return Index are listed on page 106.
a We use a number of adjusted measures
to report the performance of our
business. These include core results,
which are used by management for
planning and reporting purposes and
may not be directly comparable with
similarly described measures used by
other companies. Core results exclude
a number of items from total results.
A full definition of core results can be
found on page 58 and a reconciliation
between core results and total results
is provided on page 65.
b The remuneration of our executives is
linked to the marked key indicators.
Further information on our executive
pay policy can be found in our
Remuneration report on page 96.
GSK Annual Report 2013 17
Strategic report
Risk management
Risk management
Our approach to risk
We have rigorous processes and systems in place to
help assure the integrity of our business operations
which include how we identify and manage the risks
that could impact our business
The management of risk is an important factor
in the long-term success of our business
and is a key focus of our Board and senior
management. Sound risk management helps
us address the inherent risks in our business
while creating value for shareholders,
protecting company assets and maintaining
our focus on the fundamentals of product
quality, safety and sustainability.
Our aim is to identify, assess and manage risk
at all levels of the organisation. Employees are
expected to take accountability for identifying
and escalating encountered risks so that
they can be appropriately managed. Our risk
management hierarchy is focused on making
such escalation simple, rapid and transparent.
This approach allows us to balance our level
and type of risk exposure with our ability to
pursue our strategic priorities.
The hierarchy of our risk management
governance is shown in Figure 1. The diagram
summarises the linked roles, responsibilities
and relationships between different oversight
and management groups. Figure 2 provides a
representation of the process and framework
around risk management.
We are committed to conducting business
in accordance with all applicable laws
and regulations. Our established company
policies, standards and internal controls,
together with our company values, underpin
our approach to risk management.
Global risk management
The Board is responsible for ensuring that
risks that could adversely impact the company
are appropriately managed, with the oversight
of this managed through the Audit and Risk
Committee (ARC). The ARC will take a holistic
view, looking at our financial results and
controls, the operations or our businesses
and their management of risk, as well as
considering new emerging risks. (Further
information on the Board’s responsibilities
is included in the Corporate Governance
section, see page 82.)
While the Board and ARC set the direction
of our risk management and policies, it is
our Corporate Executive Team (CET) that
has responsibility for identifying, approving,
monitoring and enforcing key policies
concerning risks and controls that determine
how the Group conducts its business.
Figure 1: Governance structure of risk management
Figure 1: Governance structure of risk management
g
n
i
r
o
t
i
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o
m
r
o
f
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A
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o
f
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i
b
s
n
o
p
s
e
R
Board of
Directors
Responsible for our system of corporate
governance, strategy, risk management and
financial performance
Audit & Risk
Committee
Responsible for reviewing and approving
the adequacy and effectiveness of our risk
management and internal controls
Corporate
Executive Team
Supports the CEO in managing our
business and activities
Risk Oversight
and Compliance
Council
Authorised by the Board to assist the
Audit & Risk Committee in overseeing
the risk management and internal control
activities of the Group
Business units
Responsible for identifying, assessing
and managing risks within their business
Risk Management
and Compliance
Boards
Ensure that appropriate internal controls for
effective risk management are implemented
Figure 2: Our control framework
E n t e r p r ise Oversight
d e p e n d ent Assurance
n d e n t Business Monitorin
I n
e
e
p
g
Risk
M a n agement
W
S
t
a
n
r
it
t
&
Business
Activities
C
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o
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n
r
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s
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s
g
n
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ai
Tr
In d
Discipline a n d
nforce m e n t
E
t
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P
R
e
s
p
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o
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l
d
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m
g
s
M
M
a
nagement
onitoring
a tio n
n i c
C o m m u
Our internal control
framework, in conjunction
with our values, helps to
ensure that we effectively
manage risks as we conduct
our business activities.
We are subject to
inspections and audits
conducted by external
parties, including regulatory
agencies, to assess the
adequacy of our internal
control framework. We
actively address findings
from these activities and
take appropriate corrective
actions to improve our
internal controls across
the Group.
18 GSK Annual Report 2013
GSK Val u e s
Key
Individual Accountability
Line Management Accountability with Compliance
Business Management Accountability with Compliance
Audit & Assurance
Each year, CET reviews the risks facing the
Group and agrees a list of the most significant
risks – referred to as Principal risks – that require
particular attention from a Group perspective
including those that could cause our actual results
to differ materially from expected and historical
results. A summary of our Principal risks is set
out below, while a full description of each risk is
presented in ‘Risk factors’ on pages 232 to 241.
In addition, CET considers how each of
the Principal risks could interact across
the company and have a compound impact.
Specific accountability is assigned to
designated individuals responsible for
developing the overall Group approach to
those Principal risks identified as having
a particular exposure in this regard.
The work of CET and ARC is supported by the
Risk Oversight and Compliance Council (ROCC),
whose membership comprises senior executives
representing the various business units and global
support functions making up GSK.
It is the responsibility of ROCC to ensure each
area of the business has robust processes in
place to identify risks, assign clear accountability,
and monitor the effectiveness of internal controls
and mitigation plans. Processes are in place
to ensure business units and global support
functions escalate significant operational
compliance issues, internal and external audit
results, and investigations to ROCC and
then onward to ARC in a timely manner.
We expect our third parties to uphold the
same high standards we set for ourselves
and establish appropriate governance to help
ensure that our expectations are met.
Risk management within the business
Operational day-to-day management of risk
rests within the business. We are committed
to being a responsible, values-based business
and management is responsible for embedding
this into our culture, decision making and how
we work.
Each business unit and global support
function maintains a Risk Management and
Compliance Board (RMCB). The purpose of
the RMCBs is to identify specific operational,
legal, and compliance risks that may affect the
achievement of business objectives and to
help ensure that appropriate internal controls
are implemented. The relevant CET members
accountable for different parts of the business
each present an annual report to ROCC
and ARC.
Our Global Risk Officer and Global Ethics and
Compliance team are responsible for supporting
the effective integration of risk management
into our business units and global support
functions. Audit & Assurance is responsible
for independently assessing the adequacy and
effectiveness of the management of risk areas
and reporting outcomes to ROCC and ARC.
These groups maintain independent reporting
lines outside of business management.
Principal risks
The Principal risks listed below are those we believe could cause our actual results to differ materially from expected and historical results.
They are not listed in order of significance. A full description of risk definition, context, potential impact and mitigating activities is set out on
pages 232 to 241 in ‘Risk factors’.
Patient safety
Failure to appropriately collect, review, follow-up, or report adverse
events from all potential sources. This could compromise the
Group’s ability to conduct robust safety signal detection and
interpretation and to ensure that appropriate decisions are taken
with respect to the risk/benefit profile of the Group’s products,
including the completeness and accuracy of product labels and
the pursuit of additional studies/analyses, as appropriate.
Anti-bribery and corruption
Failure to foster a culture within the company in which bribery
and corruption are unacceptable; adopt measures and embed
procedures to prevent bribery and corruption by employees,
complementary workers and through third party interactions;
investigate allegations of bribery and corruption and remediate
issues identified; and comply with applicable ABAC legislation.
Research practices
Failure to protect and inform patients involved in human clinical
trial research; conduct objective, ethical preclinical and clinical trials
using sound scientific principles; guarantee the integrity of discovery,
preclinical, and clinical development data; manage human biological
samples according to established ethical standards and regulatory
expectations; treat animals ethically and practice good animal
welfare; appropriately disclose human subject research for medicinal
products; and ensure the integrity of our regulatory filings and of
the data that we publish.
Commercial practices and scientific engagement
Failure to engage in commercial and/or scientific activities that are
consistent with the letter and spirit of legal, industry, or company
requirements relating to marketing and communications about our
medicines and associated therapeutic areas; appropriate interactions
with healthcare professionals (HCPs) and patients; and legitimate
and transparent transfer of value.
Product quality
Failure to ensure product quality throughout manufacturing
and distribution processes resulting in non-compliance with
good manufacturing practice (GMP) and regulations.
Environment, health and safety and sustainability
Failure to ethically manage environment, health and safety and
sustainability consistent with company objectives, policies and
relevant laws and regulations.
Supply chain continuity
Failure to deliver a continuous supply of compliant finished product.
Intellectual property
Failure to appropriately secure and protect intellectual
property rights.
Financial reporting and disclosure
Non-compliance with financial reporting and disclosure requirements
or changes to the recognition of income and expenses.
Information protection
Risk to the Group’s business activity if critical or sensitive computer
systems or information are not available when needed, are accessed
by those not authorised, or are deliberately changed or corrupted.
Tax and treasury
Failure to comply with tax law or significant losses due to
treasury activities.
Crisis and continuity management
Inability to recover and sustain critical operations following
a disruption or to respond to a crisis incident in a timely manner
regardless of cause.
GSK Annual Report 2013 19
Strategic report
Grow
Grow
We continue to pursue our strategy of generating sustained
and broadly based sales growth.
Over the past six years we have created a
more balanced business and product portfolio,
capable of delivering sustainable sales growth.
We believe our positions in Vaccines and Consumer
Healthcare and in key Pharmaceutical therapeutic
areas including respiratory and HIV provides
us with significant competitive advantage and
opportunity for synergies.
Regionally we continue to make significant
investments in higher-growth markets, for
example in Asia-Pacific, Latin America and
Japan. We have reshaped our US business
to reflect changing market dynamics and to
enable the successful launch of the multiple
new product approvals we have received over
the last year. In Europe we are restructuring
to improve efficiencies and focus resources
on growth opportunities in what continues
to be a challenging environment.
Progress summary
Group turnover over 3 years £bn
Reported turnover grew 1% in 2013 to £26.5 billion
(+3% excluding divestments).
Performance was in line with our guidance despite
some unexpected challenges and was generated
from multiple businesses and geographies reflecting
successful implementation of our strategy.
We saw an encouraging return to growth in our
US pharmaceuticals and vaccines business and
stabilisation of our European business. Reported
pharmaceutical and vaccine sales grew 1% in our
Emerging Markets region (+5% excluding China).
Our Consumer Healthcare business also made
further progress with sales up 4%, excluding
divestments.
During the year we completed the divestment
of drinks brands Lucozade and Ribena and two
anti-coagulant drugs Arixtra and Fraxiparine.
We also formed an Established Products Portfolio
of largely non-promoted brands, which will be
reported separately from 2014.
35
30
25
20
15
10
05
0
27.4
26.4
26.5
2011 2012 2013
1%
2013 reported growth
CER%
3%
2013 reported growth
CER% excluding
divestments
Sales in emerging markets over 3 years £bn
07
06
05
04
03
02
01
0
6.8
6.4
6.7 2%
2013 reported growth
CER%
25%
2013 % of group sales
2011 2012 2013
20 GSK Annual Report 2013
Building our business
in emerging markets
As part of our focus on emerging markets,
we have invested heavily in Brazil over recent
years. The economy there is expanding quickly,
and – in terms of healthcare – is now the sixth
largest pharmaceutical market in the world.
Pharmaceutical and vaccines sales in our business
in Brazil increased by 6% during 2013, contributing
to overall growth across the emerging markets
region of 5% for the year (excluding China).
As well as expanding sales of our medicines
and vaccines in Brazil, we are committed to
scientific research in Latin America. Through
our ‘Trust in Science’ programme, we collaborate
with outstanding scientific groups to explore
new ways to treat priority diseases.
During 2013, we also formed a collaboration
with the São Paulo Research Foundation to
create a new sustainable chemistry centre.
In our photo: A doctor in a hospital in Rio de
Janeiro. Brazil has more than 320,000 doctors
but also the largest population – over 200 million
– in South America. Their public healthcare system
offers full coverage for every citizen.
References
IMS World Review 2012 Analyst; http://www.abpi.org.uk/
industry-info/knowledge-hub/global-industry/Pages/industry-
market-.aspx
http://data.worldbank.org/indicator/SH.MED.PHYS.ZS
http://www.kantarhealth.com/docs/ebooks/brazil-the-gem-
of-latin-america.pdf
Our priorities
Successful launch and commercialisation of new
products from our pipeline is a key priority for 2014.
At the same time, we will continue to invest in
our target growth businesses such as Emerging
Markets, Vaccines and Consumer Healthcare.
We will continue to look for further opportunities
to drive synergies across Pharmaceuticals,
Vaccines and Consumer Healthcare, and review
our product portfolio to increase focus, reduce
complexity and optimise value.
GSK Annual Report 2013 21
Strategic report
Grow
Pharmaceuticals and Vaccines
USA
Our US business performed well in a dynamic
and challenging environment and made very
good progress in new product approvals
Turnover £bn
08
07
06
05
04
03
02
01
0
7.0
7.0
7.2 27%
% of group turnover
1%
Reported growth CER%
2011 2012 2013
Operating profit £bn
05
04
03
02
01
0
4.6
4.8
5.0 £5.0bn
Operating profit
3%
Reported growth CER%
2011 2012 2013
Breakdown of turnover
Respiratory
Anti-virals
Central nervous system
Cardiovascular and
urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Vaccines
Dermatology
Rare diseases
Immuno-inflammation
£m
3,655
57
440
1,244
4
27
380
978
140
113
148
Growth
CER %
7
(2)
(15)
(16)
>100
30
17
17
(40)
(4)
>100
Marketplace
The USA is undergoing perhaps the greatest
transformation in its healthcare system for
50 years. Implementation of the Affordable
Care Act (ACA), much of which starts in 2014,
will mean changes for patients, physicians,
payers and the pharmaceutical industry.
There is significant opportunity for all
healthcare stakeholders, including government
entities, healthcare providers, and private
industry, to work together to address
the challenges of rising costs, an ageing
population and an epidemic of chronic
disease. These factors, along with economic
uncertainty, are placing greater emphasis
on the demand for higher quality care, lower
costs and better health outcomes.
Performance
US Pharmaceuticals and Vaccines turnover
rose 1%, but grew 4% when the impact of
the conclusion of the Vesicare co-promotion
agreement in Q1 2012 is excluded.
Pharmaceuticals turnover was down 1%
(up 2% excluding Vesicare) and vaccines
turnover grew 17%. Core operating profit
was up 3%.
By therapy area there were particularly
strong performances in respiratory, oncology
and vaccines.
Respiratory sales grew 7%, with Advair up
8% to £2.8 billion. Estimated underlying growth
for Advair was 6% with some volume decline
offset by a positive impact of price and mix.
Flovent sales were up 6% to £482 million in
line with estimated underlying growth for the
year. Ventolin sales grew 4% to £291 million.
The launch of Breo Ellipta began in Q4 2013
with £6 million of sales recorded in the quarter.
Oncology sales grew by 17%, reflecting
continued strong growth contributions from
Votrient (up 56% to £144 million) and Promacta
(up 33% to £73 million), which benefited
from a new indication for thrombocytopenia
associated with hepatitis C received during
Q4 2012. Arzerra sales grew 18% to £46
million. Oncology performance also reflected
contributions totalling £21 million from Tafinlar
and Mekinist, which were both launched in
Q2 2013 as monotherapy treatments and have
achieved strong initial uptake in the BRAF V600
melanoma market.
Cardiovascular and urogenital sales fell
16% largely due to the ending of the
Vesicare co-promotion agreement in 2012
while Central Nervous System sales declined
15% largely due to generic competition to
the Lamictal franchise.
In Vaccines, a sales increase of 17% was
primarily the result of increases in Infanrix/
Pediarix sales of 23% to £271 million and
Boostrix sales of 23% to £183 million, both
of which benefited from competitor supply
shortages. Fluarix/FluLaval sales were also
strong, up 65% to £146 million, following the
launch of the Quadrivalent flu formulation
in 2013.
Portfolio progress
In the course of 2013, six approvals were
received from the FDA: Breo Ellipta and Anoro
Ellipta for respiratory disease, Tafinlar and
Mekinist for melanoma, and a new injectable
quadrivalent flu vaccine, as well as ViiV
Healthcare’s Tivicay for HIV. Overall, GSK
accounted for 19% of FDA new drug approvals
during 2013 and since 2009 we have achieved
more approvals by the FDA of new molecular
entities (NME) than any other company.
The approvals of Breo Ellipta and Anoro Ellipta
add to the strength of our respiratory portfolio.
Supplemented by our existing products
and a further seven that are in late-stage
development, we are confident in our ability
to maintain a leadership position in this area
well into the next decade.
A number of other products are awaiting review
or decisions by the FDA. We have submitted
Arzerra as first-line treatment of chronic
lymphocytic leukaemia (CLL). We have also
submitted an FDA application for albiglutide,
for adult patients with type 2 diabetes and filed
New Drug Applications (NDAs) for fluticasone
furoate for asthma, and umeclidinium bromide
(UMEC) for patients with COPD, including
chronic bronchitis and emphysema.
22 GSK Annual Report 2013
Other developments
In September, the FDA published draft
guidance on how to establish bioequivalence
between inhaled medicines like Advair
that contain fluticasone propionate and
salmeterol administered through the Diskus
and proposed generic versions. We have
submitted comments on the draft guidance.
The FDA has not identified a date for release
of the final guidelines. If any generic applicant
were to seek market entry before the lapse
of Diskus patent protection in August 2016,
it would need to send GSK a paragraph IV
certification.
In November, the FDA eased restrictions
on patient access to Avandia (rosiglitazone)
following an FDA Advisory Committee
review of the results from the Rosiglitazone
Evaluated for Cardiovascular Outcomes
and Regulation of Glycemia in Diabetes
(RECORD) clinical trial.
We continue to see significant improvements
in customer interactions following the
changes we made in 2011 to de-couple
the pay from the number of prescriptions
issued for our sales representatives.
Following our announcement in December
to change the way we interact with healthcare
professionals, we will start the process to
implement these changes in the USA in
2014 and expect it to be in place across
the business by the start of 2016.
As part of our initiatives to support the health
and well-being of communities in the markets
in which we operate, we invested £221 million
in our Patient Assistance programmes in the
USA during 2013. These programmes are
designed to help underprivileged families
in the USA access essential healthcare.
y
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S
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I
/
P
S
B
/
s
e
m
a
J
i
n
i
l
l
a
v
a
C
Working with government to
provide bioterrorism protection
Anthrax is one of the most likely agents
to be used in a bioterrorist attack, and
the US Centers for Disease Control and
Prevention (CDC) has classified it as a
category A biothreat.
Following many years of collaboration with
the Biomedical Advanced Research and
Development Authority, in 2013 we were
awarded a new contract to provide our
inhalation anthrax treatment, raxibacumab,
to the Department of Health and Human
Services (HHS).
We will provide 60,000 doses over four
years, at a value of approximately $196
million ($23 million of which were realised
in 2013) and are proud to be helping protect
US citizens against bioterrorism. This forms
part of a broader five-year base contract.
The raxibacumab contract is the latest
in a long line of examples of how we work
closely with the US government. We are
working with the US government and the
Texas A&M University System to establish
a $91 million biodefence and pandemic
influenza-vaccines manufacturing facility
in Texas.
In a novel approach to drug development
funding, we were awarded up to $200
million in 2013 to develop new antibiotics
via a public-private agreement. This marks
the first time that HHS has taken a portfolio
approach to funding drug development
with a private sector company.
GSK Annual Report 2013 23
Strategic report
Grow
Pharmaceuticals and Vaccines
Europe
In Europe, we have been restructuring to
improve our business performance and
support new product approvals
Turnover £bn
08
07
06
05
04
03
02
01
0
5.7
5.0
5.2
2011 2012 2013
Operating profit £bn
05
04
03
02
01
0
3.2
2.8
2.6
2011 2012 2013
Breakdown of turnover
Respiratory
Anti-virals
Central nervous system
Cardiovascular and
urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Vaccines
Dermatology
Rare diseases
Immuno-inflammation
19%
% of group turnover
flat
Reported growth CER%
£2.8bn
Operating profit
3%
Reported growth CER%
£m
1,907
66
355
533
42
393
339
1,049
170
129
8
Growth
CER %
(3)
(14)
(11)
2
41
(6)
28
3
5
1
100
Marketplace
Europe remains a challenging environment
as governments continue to implement
austerity measures.
France, Germany and the UK all introduced
or announced either cuts, freezes or reductions
to the medicines budgets in the course of 2013.
In southern Europe, austerity measures
have also continued to drive price reductions.
However, in October 2013 the Spanish
government announced plans to repay
most of its €4.1 billion debt to the
pharmaceutical industry.
The introduction of Health Technology
Assessment (HTA) systems is also impacting
the European marketplace. Governments
are using HTAs to guide decisions on the
allocation of healthcare resources, including
expenditure on medicines. Assessment
criteria are becoming more challenging
around what are viewed as acceptable
comparators, incremental benefits against
clinical measures, and patient populations.
Performance
European Pharmaceuticals and Vaccines
turnover was £5.2 billion, flat compared
with 2012, as the benefits of the recent
restructuring and refocusing of the business
were offset by continued pricing pressures
and generic competition to a number
of products.
Pharmaceutical sales were down 1%
to £4 billion while Vaccines grew by 3%
to £1 billion, largely due to an improved
tender performance. Operating profit in
Europe rose 3%.
By therapy area, respiratory sales were
down 3%, reflecting increased competition
in many markets. Seretide sales were down
2% to £1.5 billion, with some volume decrease
but no net impact of price and mix. Serevent
and Flovent sales were down 17% and
7% respectively.
In oncology, sales grew 28% to £339 million,
led by sales of Votrient, which increased by
91% to £130 million, as it continued to build
market share in many markets. Revolade
received approval for use in thrombocytopenia
associated with hepatitis C at the end of Q3
and sales in the year increased by 47% to
£55 million. Tafinlar was launched in Q3 2013
in certain markets and has achieved strong
uptake in these early launch markets.
Sales of Central Nervous System products
fell 11% due to generic competition.
The 3% growth in vaccines sales in 2013
was driven primarily by successful tenders
for our rotavirus vaccine Rotarix and Boostrix
for diphtheria, tetanus and pertussis. This was
supplemented by the launch of our Nimenrix
vaccine for various strains of meningitis.
Portfolio progress
In 2013, a number of new products received
approval in Europe. These included Relvar
Ellipta for asthma and COPD, Tafinlar
for advanced metastatic melanoma and
a four-strain influenza vaccine.
Additionally, a two-dose schedule was
approved for cancer vaccine Cervarix in
9-14 year old girls. Synflorix was also
approved for immunisation against pneumonia
in infants and children. Approval was granted
in new indications for two existing products
in oncology; Revolade for chronic hepatitis
C-associated thrombocytopenia and Tyverb,
which can be used in conjunction with
trastuzumab for certain types of breast cancer.
Other developments
We have been restructuring our European
business over the course of 2012 and 2013
to reduce inefficiencies and ensure we focus
investment into the areas with most growth
potential. The reorganisation was largely
complete by the end of 2013.
In Pharmaceuticals, last year we divested
our anti-coagulant products, Arixtra and
Fraxiparine, to The Aspen Group for more than
£700 million. As part of the same transaction,
we agreed to transfer a manufacturing site in
France to Aspen in 2014.
In December, we announced changes to the
way that we will compensate global sales
employees who work directly with prescribing
healthcare professionals (HCPs), removing
individual sales targets. These changes will
roll out to our global sales force during 2014.
We also announced changes to how we work
with healthcare professionals. During 2014,
we will start the process to end direct
payments to healthcare professionals for
speaking engagements or attendance at
medical conferences by the start of 2016.
24 GSK Annual Report 2013
An openness to offer early
access to innovative medicines
We are committed to ensuring that patients
who could benefit most from our innovative
medicines can access them and we are
developing novel approaches to ensure
we can do this in a sustainable manner.
By engaging with governments, healthcare
professionals and regulators we are
committed to ensuring patients who are
appropriate for our medicines can benefit
from them as soon as they are available.
When we launched our kidney cancer
product Votrient in the UK, we agreed to
provide head-to-head data against the
standard of care within two years: if the
results were positive we would retain the
price; if they were negative we would pay
a rebate and reduce the price. In 2013, the
results became available. They were positive
and it was agreed that we could retain the
original price.
Across Europe, we continue to see an
increasing number of patients benefiting
from Votrient, now that it has achieved
reimbursement status for two cancer types
across the region, advanced kidney cancer
and soft-tissue sarcoma.
By engaging with oncologists, we are
also ensuring that eligible patients across
Europe are able to access Tafinlar ahead
of reimbursement – at no cost.
Initiatives such as these have contributed to
growth in our oncology business in the last
five years. By bringing innovative medicines
to market and helping patients with cancer
access these medicines quickly, we are
seeking to be a key partner in oncology.
Our European business supported a number
of initiatives to support health, well-being and
science education in local communities. In the
UK, we were a major supporter of WellChild,
the national charity for sick children. We
also implemented our science education
programme which works with secondary
school teachers to help inspire young people
to continue their studies in science, technology,
engineering and maths (STEM) subjects,
to help them make the connection between
the science they learn in the classroom and
potential future careers.
We also continued to provide financial support
to Barretstown, a camp in Ireland that provides
therapeutic recreation programmes for children
with serious illnesses and their families.
GSK Annual Report 2013 25
Strategic report
Grow
Pharmaceuticals and Vaccines
EMAP
Our Emerging Markets and Asia Pacific business
delivered strong performance despite political unrest
and economic uncertainty in some markets
Turnover £bn
08
07
06
05
04
03
02
01
0
4.5
4.7
4.7
2011 2012 2013
Operating profit £bn
05
04
03
02
01
0
1.5
1.6
1.5
2011 2012 2013
Breakdown of turnover
Respiratory
Anti-virals
Central nervous system
Cardiovascular and
urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Vaccines
Dermatology
Rare diseases
Immuno-inflammation
18%
% of group turnover
1%
Reported growth CER%
£1.5bn
Operating profit
(3)%
Reported growth CER%
£m
877
293
341
281
68
750
149
1,124
397
48
1
Growth
CER %
4
(20)
7
(2)
9
5
18
1
6
2
–
Marketplace
We remain optimistic about the long-term
prospects in the emerging markets and the
EMAP region continues to be a major engine
of growth for our industry. Characterised
by growing populations, increased GDP,
more demanding middle classes and
greater spending on healthcare, the
business fundamentals in the region are
strong and are expected to remain so
in the coming years.
Economic and currency volatility continued
to cause short-term uncertainty in some
countries. Subdued growth can in part be
attributed to price pressures created by
governments more tightly managing healthcare
budgets, particularly in Brazil, Korea and India.
Performance
EMAP Pharmaceuticals and Vaccines turnover
grew 1% to £4.7 billion in 2013, adversely
affected by the ongoing investigation in China
and some vaccine supply issues. Excluding
China, Pharmaceuticals and Vaccines sales
were up 5% in EMAP. Operating profit in
EMAP was down 3%.
Regionally, Pharmaceuticals and Vaccines
growth was strong in the Middle East/
Africa (up 7%), Latin America (up 6%) and
South-East Asia (up 6%), partially offset by
declines in Korea (down 9%) and India (down
5%). Performance in India was affected by
government price controls introduced in the
middle of the year. However, we continue to
be optimistic about business prospects in the
country, as demonstrated by our open offer
to increase our holding in our publicly-listed
Indian pharmaceuticals subsidiary. We aim
to complete this transaction in 2014.
In China, sales were down 18%. Our business
in China has been the subject of an investigation
by government authorities after allegations of
fraudulent behaviour. We are concerned and
disappointed by these allegations and are
co-operating fully with the Chinese authorities.
Pharmaceuticals sales in EMAP rose 2% to
£3.6 billion (up 5% excluding China). In the
respiratory therapy area, sales grew by 4%,
led by Seretide, up 4% to £429 million.
Veramyst grew 16% to £71 million and
Ventolin sales were up 2% to £171 million.
Oncology sales grew 18% to £149 million,
led by strong growth of Votrient (up 77%
to £37 million) and Promacta (up 92% to
£22 million). However, sales of Tykerb and
Hycamtin declined (9% to £47 million and
36% to £7 million respectively).
Sales of anti-bacterials grew 5% to
£750 million. This was primarily due to
an 11% increase in sales of Augmentin
to £393 million.
Sales of anti-virals fell 20% due to declines
in Zeffix and Hepsera.
Vaccines sales grew 1% to £1.1 billion
(3% excluding China), reflecting strong
tender performances from Cervarix and
Infanrix/Pediarix, partially offset by a tough
comparison with 2012. In Brazil, we maintained
existing vaccine tenders and signed a new
technology transfer agreement for Boostrix.
In India we finalised a joint venture to focus
on early stage research and development of
a six-in-one combination paediatric vaccine
to help protect children from polio and other
infectious diseases.
Portfolio progress
In addition to filing our new pipeline products
in EMAP countries, we are also implementing
a ‘catch-up’ programme, which aims to bring
more of our established products to developing
countries. As part of this programme, we
received approvals for a further 26 products
treating non-communicable diseases,
respiratory, antibiotics and oncology in 2013.
Other developments
Following our announcement in December,
some markets within our EMAP business have
started to implement changes to the way that
we compensate our sales employees who
work directly with prescribing healthcare
professionals (HCPs), removing individual
sales targets. These changes will roll out to
our entire global sales force during 2014.
26 GSK Annual Report 2013
Across the EMAP region, we are continuing
to expand in the least-developed markets,
where we estimate there are some 240 million
people who are underserved by healthcare
provision. Our Developing Countries
Market Access (DCMA) unit manages our
commercial business in the world’s poorest
countries and focuses on volume rather
than profit growth. We have now created
a new operating unit to embrace countries
across sub-Saharan Africa and other Least
Developed Countries. This is the first step
in a broader growth strategy for Africa.
We remain fully committed to supporting
healthcare across all the emerging markets,
despite the challenges that exist in some
countries and regions. We believe that
improving patient access to medicines and
vaccines is not just for patient benefit but
is also key to the longer-term success of
the business.
In May, we added to our commitment to
the GAVI Alliance, with a new agreement
to supply Cervarix to four new GAVI
demonstration projects at a significantly
discounted price. We also extended the
Synflorix vaccine supply agreement in order
to protect an additional 80 million children
in the world’s poorest countries from
pneumococcal diseases such as meningitis
and pneumonia. These latest commitments
add to our existing agreements to supply
GAVI with up to 480 million doses of Synflorix
over the next decade and 132 million doses
of Rotarix over the next five years.
As part of our drive to improve access to
vaccines and healthcare in developing
countries, we entered into two new
partnerships: one with Save the Children
and another with Barclays bank. The alliance
with Save the Children is a long-term
strategic global partnership which aims to
help save the lives of one million children
by combining the expertise, resources and
influence of the two groups. It will touch many
areas of our business, in particular using our
R&D knowledge. For more on this partnership
see page 55.
A new formulation to help those on low incomes
In the emerging markets, we have been
looking at innovative ways to expand
access to our products.
For instance, asthma patients in emerging
markets on low incomes have to pay for
medicines directly. However, many of
these people are often paid on a weekly
or even daily basis and so the purchase of
medicines, which are normally sold in large
packs, can be out of reach for many.
In response, we have developed smaller
pack sizes and an inhaler device that is less
costly to produce. Ventolin Rotacaps uses
a re-engineered version of our established
GSK inhaler technology, but one that is five
times less expensive to produce.
We have packaged the actual medicine into
individual dose capsules, allowing this to
be purchased in quantities as small as four
capsules at a time. This cuts the overall cost
of the medicine, enabling more patients to
buy the medicine in quantities that fit with
their cash flow.
The new inhaler is available in four markets –
the Philippines, Indonesia, Kenya and Nigeria
– and we have submitted it for regulatory
approvals in other markets. Ultimately we
hope it will open up access to many more
patients who are currently unable to afford
inhaled respiratory medicines.
The partnership with Barclays seeks to increase
access to affordable healthcare while helping
to create improved economic conditions for
growth. We will be combining our skills and
expertise with those of Barclays to help remove
financial barriers to healthcare access, and also
supporting small business development and
job creation, starting in Zambia.
In May, we announced our financial support
for the One Million Community Health Workers
campaign, which aims to train health workers
to provide essential services to the poorest
communities in sub-Saharan Africa.
GSK Annual Report 2013 27
Strategic report
Grow
Pharmaceuticals and Vaccines
Japan
The strong performance of our pharmaceutical
products offsets a challenging environment for
our vaccines business in Japan
Portfolio progress
In 2013, the Japanese business received
three regulatory approvals – Arzerra for
Chronic Lymphocytic Leukemia (CLL), Relvar
Ellipta for asthma and Paxil for Post-Traumatic
Stress Disorder (PTSD) – bringing the total
number of approvals since 2000 to 76.
Approval was also received for Xyzal in
January 2014 for allergic rhinitis.
We have been focusing on reducing the gap
between approvals of pipeline products in
Japan and those in the USA and Europe. In
2013, Japan became the first country to receive
regulatory approval for Relvar Ellipta in asthma
with its launch taking place early December.
In September, trametinib, dabrafenib,
dolutegravir and mepolizumab (for Churg
Strauss Syndrome) were granted orphan
drug status subject to priority review.
GSK now has 23 orphan drug designations
in Japan.
Other developments
The Japanese government reviews the prices
of prescription medicines funded by health
insurance every two years, resulting in average
price cuts of 5-6%, and the next revision is
due in April 2014. Discussions between the
authorities and the industry around pricing
began at the end of the year.
In September 2013, we published details of
payments to healthcare professionals. This
was in keeping with the new guidelines on
transparency from the Japan Pharmaceutical
Manufacturers Association.
We continue to support and invest in the health
and well-being of communities in the markets
in which we operate. In 2013, we provided
further financial support for the area affected
by the 2011 Great East Japan earthquake.
In addition, we supported our Save the Children
partnership through employee fundraising.
Turnover £bn
08
07
06
05
04
03
02
01
0
2.1
2.0
1.7
2011 2012 2013
Operating profit £bn
05
04
03
02
01
0
1.2
1.2
1.0
2011 2012 2013
Breakdown of turnover
Respiratory
Anti-virals
Central nervous system
Cardiovascular and
urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Vaccines
Dermatology
Rare diseases
6%
% of group turnover
1%
Reported growth CER%
£1.0bn
Operating profit
4%
Reported growth CER%
Growth
CER %
9
26
(5)
23
(17)
(3)
36
(76)
3
18
£m
567
230
307
119
50
23
63
36
28
184
Marketplace
Japan remains the world’s second largest
prescription medicine market after the USA.
The vast majority of residents are covered by
social health insurance, with the remainder
receiving public assistance. Demand for
high-quality medical treatments remains high.
In April 2013, the government announced plans
for the further promotion of the use of generic
medicines with an explicit goal to increase to
60% the generic drugs share of the market.
This has already accelerated generic launches
in some categories.
Performance
Pharmaceuticals and Vaccines sales in Japan
grew by 1% to £1.7 billion in 2013. A 9% growth
in Pharmaceuticals sales was partially offset by
a 76% decline in Vaccines sales. Operating profit
in Japan grew 4%.
By therapy area, respiratory sales grew 9%
to £567 million. Adoair sales increased by 8%
to £277 million and there was also strong
growth from Veramyst (up 28% to £49 million)
and Xyzal (up 27% to £120 million). Relvar
Ellipta was launched in December and
recorded sales of £3 million.
Anti-viral sales grew 26% due to the
government’s decision to stockpile our flu
antiviral, Relenza.
In rare diseases, sales of the pulmonary
arterial hypertension (PAH) medicine Volibris
increased 50% to £42 million. However
sales of Flolan fell by 9% due to the impact
of the price reduction of 2012, as well as the
launch of generic epoprostenol by various
manufacturers.
Several other pharmaceutical products
performed strongly. Benign prostatic
hyperplasia treatment, Avolve (dutasteride),
increased sales by 25% to £114 million and
became the market leader in January 2014.
Central Nervous System (CNS) medicines
remain an important therapy area and our
anti-epileptic Lamictal performed strongly,
with sales growing 28% to £83 million.
However, generic competition led to a 22%
decline in sales for our anti-depressant, Paxil.
Vaccines sales were down 76%, primarily
reflecting the impact on Cervarix of the
suspension of the recommendation for the use
of HPV vaccines in Japan during the second
half of 2013 and the adverse comparison with
2012, which benefited from the final stages
of the catch-up HPV vaccination programme.
28 GSK Annual Report 2013
ViiV Healthcare
ViiV Healthcare saw an important milestone with
the approval and launch of dolutegravir, a new
treatment for HIV
Turnover £bn
08
07
06
05
04
03
02
01
0
1.6
1.4
1.4
2011 2012 2013
Operating profit £bn
05
04
03
02
01
0
0.9
0.8
0.9
2011 2012 2013
£0.9bn
Operating profit
3%
Reported growth CER%
Breakdown of turnover
Combivir
Epivir
Epzicom/Kivexa
Selzentry
Trizivir
Growth
CER %
(36)
(10)
14
10
(10)
£m
116
43
763
143
97
5%
% of group turnover
Marketplace
There are currently 35 million people living with
HIV/AIDS across the world. Around 36 million
people have died from AIDS-related causes
since 1984, with deaths during 2012 estimated
at close to 4,400 per day.
A key element of our International strategy
is to create local partnerships with generics
manufacturers in Middle Income Countries –
and at the end of 2013 we confirmed a new
relationship with Emcure, to launch generic
maraviroc as Axentri in India.
flat
Reported growth CER%
In the USA, the HIV market continues to grow at a
modest rate. The European marketplace is strong,
despite austerity measures, changing healthcare
systems and the associated pricing pressures.
Our business outside these regions remains
an important priority. This continued focus has
resulted in the establishment of a new Middle
East and Africa hub in 2013. In least-developed,
low-income and sub-Saharan Africa countries,
the major market issue is one of access.
Performance
ViiV Healthcare turnover for 2013 was flat
at £1.4 billion as the growth generated by
Epzicom/Kivexa and Selzentry/Celsentri
(maraviroc), together with the introduction of
the newly approved Tivicay (dolutegravir), was
offset by the impact of continued competition
to older products. Operating profit grew 3%.
There was strong growth from Epzicom/
Kivexa (up 14% to £763 million) and Selzentry/
Celsentri (up 10% to £143 million). Epzicom/
Kivexa is performing particularly well across
all regions of the business, reflecting increased
confidence in the marketplace and enhanced
position in local guidelines in both North
America and Europe.
The highlight of 2013 was the approval of
Tivicay in the USA in August. Physician
response to Tivicay has been extremely
positive and the product launch trajectory
is on pace with the best recent launches
in the HIV space. Tivicay recorded sales
of £19 million in 2013.
Regionally, sales in North America grew, driven
by good performance of Epzicom and Selzentry,
together with the launch of Tivicay. In Europe
sales declined, with the arrival of generic
competition to Combivir offsetting strong growth
for Kivexa. In our International region sales also
declined, with an increase in generic competition
for the mature portfolio balanced by strong
growth for Kivexa in Latin America, Japan
and Russia.
Portfolio progress
ViiV Healthcare filed its investigational single-
tablet regimen combining dolutegravir, abacavir
and lamivudine known as dolutegravir-Trii in
the USA and EU in October.
Work on experimental integrase inhibitor
GSK-744 continues to progress. A study
of the long-acting injectable form of this drug
is set to begin in the second quarter of 2014.
Other developments
Access to medicines is a major focus
for ViiV Healthcare and during 2013 we
maintained our commitment to supporting
people with HIV in 138 countries. The
company offers royalty-free voluntary licences
and not-for-profit pricing in all low-income and
least-developed countries and in sub-Saharan
Africa, where 75% of all people with HIV live.
For middle-income countries, we take a
case-by-case approach that assesses local
needs. All our HIV medicines, including those
in the pipeline and new breakthroughs such
as Tivicay, are covered by this access policy.
In 2013 we announced a voluntary licence to the
Medicine’s Patent Pool foundation to improve
access to abacavir for children living with HIV.
In addition, we have a number of community
initiatives and currently support over 300
projects around the world through Positive
Action, the Positive Action for Children Fund
and our Paediatric Innovation Seed Fund.
During 2013, ViiV Healthcare also committed
over $2.3 million towards funding grassroots
projects in the USA, addressing gaps in care
and services for people living with or at risk
from HIV/AIDS.
We continue to support the Paediatric
Innovation Seed Fund, which focused on
five projects during 2013, including a
collaboration with the Clinton Health Access
Initiative and Mylan Pharmaceuticals. This
partnership aims to produce a taste-masked,
dispersible medicine for paediatric use and
in November 2013, Mylan filed a regulatory
dossier to the WHO pre-qualification
regulatory approval procedure.
GSK Annual Report 2013 29
Strategic report
Grow
Consumer Healthcare
Consumer Healthcare performance was strong,
particularly in our Oral Care and Nutrition areas,
and was boosted by our renewed focus on
core brands
Turnover £bn
08
07
06
05
04
03
02
01
0
5.3
5.2
5.2
2011 2012 2013
Operating profit £bn
05
04
03
02
01
0
1.1
0.9
0.9
2011 2012 2013
20%
% of group turnover
2%
Reported growth CER%
£0.9bn
Operating profit
3%
Reported growth CER%
Breakdown of turnover
Total Wellness
Oral Care
Nutrition
Skin Health
£m Growth
CER %
1,935
1,884
1,096
272
(5)
6
7
5
Marketplace
The global consumer healthcare marketplace
is wide and diverse, with each individual
marketplace or region presenting its own
challenges and opportunities.
In the developed economies of Europe, Asia
and North America, competition is intense as
the main market players strive to gain market
share via innovation and aggressive marketing.
Increasingly, premium-branded competitors
must drive market value by offering consumers
superior, clearly differentiated products to
compete with own-label offerings.
Growth slowed slightly in the emerging markets.
In the long term, prospects remain strong, driven
by an emerging middle class, greater disposable
income and increased GDP.
Performance
Overall, Consumer Healthcare turnover grew
2% to £5.2 billion in 2013. Excluding the
non-core OTC brands that were divested
in the first half of 2012, turnover grew 4%.
Operating profit for Consumer Healthcare
grew 3%.
Our Consumer Healthcare business is
structured around four categories; Total
Wellness, Oral Care, Nutrition and Skin Health.
Total Wellness sales, excluding the non-core
OTC brands that were divested in the first
half of 2012, grew 1% to £1.9 billion. A severe
cold and flu season in early 2013 helped drive
growth of several respiratory brands. This was
offset by a 40% reduction of Total Wellness
sales in China, driven by regulatory changes.
A 6% increase in Oral Care sales to
£1.9 billion was driven by growth of Sensodyne
toothpaste for Sensitivity and Acid erosion
which was up 15% and denture care brands
up by 9%.
Our Nutrition category grew 7% with emerging
markets recording a 14% increase. Family
Nutrition (Horlicks) was up 14%, due to
increased consumer access in India and
geographic expansion into Bangladesh and
Pakistan. In addition, Functional beverages
grew by 11% in emerging markets, and 3%
in Europe.
Skin Health sales grew 5% to £272 million,
led by Abreva in the USA.
At a regional level, excluding the non-core
OTC products divested in 2012, US sales
grew 2% to £951 million, led by strong
contributions from Oral Care brands, alli
and Abreva. This was partially offset by
declines in gastro-intestinal products, due
to increased competitor activity, and in
smoking control products.
In Europe, sales grew 3% to £1.8 billion,
helped by strong growth in products for
respiratory health and pain. Oral Care sales
in Europe were flat, as strong growth in
Sensodyne and denture care brands was
offset by a decline in Aquafresh, which was
impacted by some supply issues in Q4.
Rest of World markets, which include India,
China, Latin America and Africa, grew 6% to
£2.4 billion, reflecting growth across most
categories and markets. Performance in
India was particularly strong with sales up
16%. India remains an important market for
the business and this was reinforced by our
investment in our publicly-listed Consumer
Healthcare subsidiary as we brought our
holding share to 72.5% during the year.
Other developments
We extended our approach to innovation
with the launch of the Shopper Science Lab
(see case study) and the Human Performance
Lab (more on this on page 42).
These two world-class facilities enrich our
ability to better serve our consumers, by
deepening our understanding of what influences
their decision at shelf, and improving our R&D
capability by working with elite performers to
understand human performance and applying
that to new products for mass consumers.
We also continued with our strategy to
increase the focus on a core portfolio of
Consumer Healthcare brands, with a particular
emphasis on emerging markets. An element of
this was the sale of our Lucozade and Ribena
drinks brands to Suntory Beverage & Food Ltd,
the Japanese consumer goods company, for
£1.35 billion. We completed the sale at the
end of 2013.
30 GSK Annual Report 2013
Shopping the habits of shoppers
At GSK, innovation isn’t limited to our
R&D organisation. We also see how
technological innovation could allow us
to deepen our understanding of what
influences consumer decisions. This will
enable us to improve the experience for
our consumers and ultimately increase
sales. The opening of our high tech shopper
research facility, the Shopper Science Lab,
is a significant step towards this.
We can use the Shopper Science Lab to
explore habits and behaviours to understand
what influences consumer choices. The
flexibility of the facility allows us to analyse
different store layouts, shelf enhancements
and packaging displays to improve the
shopper experience at point of purchase.
Through this, we can collaborate with our
retail partners to identify the best joint value
creation opportunities.
It is the largest and most advanced
shopper insight and collaboration facility
in Europe, fitted out with cutting-edge
technology including a virtual insight and
engagement touch screen wall, eye-tracking
and skin sensors to monitor consumers
emotional reactions and a mock retail
and pharmacy store.
Investing in facilities such as the SSL,
allows GSK to stay at the forefront of the
science of shopping, giving us a competitive
advantage in the fast-paced world of
consumer healthcare. This is completely in
keeping with our aim of becoming the first
and best fast-moving consumer healthcare
company driven by science and values.
GSK Annual Report 2013 31
Strategic report
Deliver
Deliver
Our strategy to increase productivity in R&D and to improve
rates of return is underpinned by changes made in recent years
to our organisation and our ways of working.
We have broken up the traditional hierarchical
R&D business structure to create smaller, agile
and more autonomous teams of scientists.
We have also increased the level of externalisation
of our research, allowing us to explore new areas
of science while sharing risk with other groups.
Being more rigorous in how we allocate investment
across Pharmaceutical, Vaccine and Consumer
Healthcare R&D, and changing our processes
so we are able to make decisions earlier around
pipeline progressions, has meant that only those
medicines that are significantly differentiated from
existing therapies are being progressed.
All of this has been underpinned by a focus
on improving rates of return in R&D.
We believe these changes to our R&D organisation
and ways of working are allowing us to sustain
a pipeline of products that offer valuable
improvements in treatment for patients and
healthcare providers.
Progress summary
New product approvals in the USA
During 2013, we received approvals for six
significant new products, including treatments
for the respiratory diseases asthma and COPD,
malignant melanoma (skin cancer) and HIV, as
well as a new vaccine against four strains of flu.
We also received approval for new indications for
several existing vaccines and cancer medicines.
As well as gaining these significant approvals,
in 2013 we also generated a high volume of
phase III data on key assets in our pipeline.
This is an unprecedented level of late-stage
pipeline delivery for the company.
Overall, our return on Pharmaceuticals and
Vaccines R&D investment has been increasing,
due to a combination of greater innovation,
effective asset progression and successful
approvals, coupled with reductions in R&D
spend. We continue to target an internal rate
of return of 14% on a longer term basis.
32 GSK Annual Report 2013
07
06
05
04
03
02
01
0
6 6
new product approvals
in 2013
3
2
2011 2012 2013
Estimated internal rate of return
14
12
10
08
06
04
02
0
14 13%
estimated IRR in 2013
13
11
2010 2013 Target
Treating HIV
HIV/Aids has claimed more than 36 million
lives in the past 30 years. In the USA, more
than 1.1 million people have HIV. Due to
improvements in treatments, a 20-year old with
HIV on treatment in the USA is now expected
to live until they are over 70 – a life expectancy
approaching that of the general population.
We established ViiV Healthcare with Pfizer in
2009, to focus on HIV treatment and research.
After a long-term collaboration on the joint
development of several novel medicines, we
were joined by Shionogi in 2012.
In 2013, ViiV Healthcare received approval for
Tivicay (dolutegravir), an integrase inhibitor for
the treatment of HIV, providing patients with
a new treatment option.
Parker (pictured) learned he was HIV-positive
in 2008.
“ Being healthy to me means
doing everything I possibly
can to keep my body in the
best shape it can be, so that
I may spend more time with
the people I care about.”
Parker, aged 26, from Texas, USA
References
World Health Organization. HIV/AIDS Fact Sheet. Accessed from
http://www.who.int/mediacentre/factsheets/fs360/en/ Accessed
on December 5, 2013
Centers for Disease Control and Prevention. HIV in the United
States: At A Glance. Accessed from http://www.cdc.gov/hiv/
statistics/basics/ataglance.html. Accessed on December 5, 2013
Samji H, Cescon A, Hogg RS, Modur SP, Althoff KN, et al. (2013)
Closing the Gap: Increases in Life Expectancy among Treated
HIV-Positive Individuals in the United States and Canada. PLoS
ONE 8(12): e81355. doi:10.1371/journal.pone.0081355
Our priorities
We remain confident in our ability to sustain
pipeline delivery, with a key focus for 2014
and 2015 being the delivery of phase III data
for six potential new medicines and vaccines.
We are also planning for phase III stage
progressions for around ten new products
in key areas such as respiratory, oncology
and vaccines in 2014/15.
Driving improvements in ways of working
across the R&D organisation will continue
to be a priority, so that increasing levels of output
can be maintained without increased expenditure.
GSK Annual Report 2013 33
Strategic report
Deliver
Pipeline progress
New treatment options
Our R&D organisation performed exceptionally
well in 2013, with a record number of approvals,
and encouraging evidence of our ability to sustain
this output
Of the six major new medicine files we profiled
at the start of 2013, five were approved: Breo
and Anoro for respiratory disease, Tafinlar
and Mekinist for melanoma (skin cancer) and
Tivicay for HIV. We are expecting regulatory
decisions for albiglutide, the remaining asset in
this group, in the first half of 2014. In addition,
we launched our new injectable quadrivalent
flu vaccine in the USA.
This is the most productive period in the
company’s history. Overall GSK accounted
for 19% of FDA new drug approvals during
2013 and since 2009 we have achieved more
approvals for new molecular entities in the
USA then any other company.
Respiratory
Within respiratory, Breo Ellipta, a once-daily
combined steroid and long-acting beta
agonist, was approved in the USA as a
treatment for COPD, and the same product,
under the name Relvar Ellipta, was approved
for the treatment of asthma in Japan. Relvar
Ellipta also received marketing authorisation
in Europe for both COPD and asthma.
Another new product for COPD, Anoro Ellipta,
was also approved in the USA. Anoro Ellipta
is the first once-daily product to reach the
market in the USA that combines two long-
acting bronchodilators in a single inhaler.
Both Relvar/Breo and Anoro are administered
using our novel inhaler device, Ellipta.
Oncology
Our oncology business was strengthened
by a number of regulatory approvals in 2013.
Two new products, Tafinlar and Mekinist, were
approved in the USA for use singly in
metastatic melanoma and, under the FDA’s
accelerated approval process, for use as the
first combination of oral targeted therapies.
This accelerated approval is contingent on
the results of the phase III trial, which is
designed to evaluate the clinical benefit of
the combination in this patient population.
Tafinlar also gained European approval,
and we expect a decision in Europe in 2014
on both Mekinist and the combination use.
New indications for two existing products in
our portfolio – Tyverb and Revolade – were
also approved by regulators.
HIV/Aids
ViiV Healthcare, the company we established
with Pfizer in 2009 to focus on HIV treatment
and research, gained approval for Tivicay in the
USA and Europe. Tivicay is the first once-daily
integrase inhibitor that does not need to be
used in conjunction with a booster drug, and
it has been approved for use both in treatment-
naive and treatment-experienced patients.
Vaccines
During the year we gained approvals for two
new quadrivalent flu vaccines: Flulaval in the
USA and Fluarix in Europe. These four-strain
vaccines provide added protection versus
traditional trivalent vaccines.
In Europe, our HPV vaccine, Cervarix, received
approval for a two-dose schedule, in addition
to the existing three doses. The European
Medicines Agency also approved an additional
indication against pnuemonia for Synflorix
in infants and children. Pneumonia continues
to be one of the leading causes of death in
children under five.
A strong pipeline
Promising progress was made in 2013 with
a number of phase III assets progressing to
regulatory filing by year’s end.
Files were submitted in the USA and Europe
for albiglutide, a treatment for type 2 diabetes,
a single tablet combination of Tivicay and
ViiV’s Kivexa for the treatment of HIV, Arzerra
as a first line treatment for chronic lymphocytic
leukemia (CLL) and umeclidinium, the long-
acting muscuranic antagonist component
of Anoro, for COPD.
In the USA we filed fluticasone fuorate,
the steroid component of Relvar/Breo, as
a monotherapy in asthma and in Europe
submitted Votrient for ovarian cancer.
We expect regulatory decisions in Europe
in 2014 on Anoro Ellipta, Incruse, Mekinist
and Mekinist/Tafinlar combination use.
2013 was an important year for our malaria
vaccine candidate, with phase III data showing
that over 18 months of follow-up, the vaccine
almost halved the number of malaria cases
in young children, and reduced by around a
quarter the number of malaria cases in infants.
Using these data, we intend to submit a
regulatory file in Europe for this asset in 2014.
34 GSK Annual Report 2013
Initial phase III data were also received for
darapladib in chronic coronary heart disease
and the therapeutic vaccine MAGE-A3 in
melanoma. While the primary endpoint in
the darapladib study and the first co-primary
endpoint in the MAGE-A3 study were not
met, we are in the process of further analysing
these data to determine whether there are
patient sub-groups which would benefit from
these treatments. Further phase III studies of
MAGE A3 in lung cancer and darapladib for
acute coronary syndrome will read out in 2014.
We handed back rights to partner companies
for four assets in 2013: IPX066 in Parkinson’s
disease was returned to Impax Pharmaceuticals
due to delays in the anticipated regulatory
approval and launch dates; and disappointing
phase III data prompted us to return rights
for migalastat in Fabry disease to Amicus
Therapeutics, for vercirnon in Crohn’s disease
to Chemocentryx, and for drisapersen in
Duchenne muscular dystrophy to Prosensa.
We also decided not to pursue development
of Tykerb in either head and neck or gastric
cancer, after studies of this medicine in these
indications failed to meet their primary endpoints.
We remain confident that we are capable
of delivering a strong, sustainable pipeline
of potential new medicines. We have
around 40 new molecular entities (NMEs)
in phase II/III clinical development and in
2014/2015 expect phase III read-outs for
6 NMEs including MAGE-A3, darapladib,
and mepolizumab in severe asthma.
Phase III studies will also start for around
ten new assets.
Six significant new product approvals
Relvar/Breo Ellipta
fluticasone furoate/vilanterol
Anoro Ellipta
umeclidinium and vilanterol
Tivicay
dolutegravir
• Combination once-daily inhaled
• First once-daily dual bronchodilator
• An integrase inhibitor approved in
corticosteroid and long-acting beta-2
agonist bronchodilator
to treat chronic obstructive pulmonary
disease (COPD) in the USA
• Approved in the USA to treat COPD,
in Europe to treat asthma and COPD,
and in Japan to treat asthma
• Offers 24-hour efficacy from a once-
daily dose
• New dry powder inhaler Ellipta, enables
simultaneous delivery of both medicines
• Despite medical advances, more than half
of asthma patients continue to experience
poor control and significant symptoms
(European Respiratory Review)
• Combines two long-acting
bronchodilators in one device
• New dry powder inhaler Ellipta, enables
simultaneous delivery of both medicines
• 27 million people in the USA are
estimated to be affected by COPD
(National Heart, Lung and Blood Institute)
the USA and Europe for the treatment
of HIV in combination with other
antiretroviral therapy
• First integrase inhibitor that does not
need to be used in conjunction with
a booster drug
• Approved for patients new to treatment
and those who have already received
other HIV medicines
• Globally, 35 million people were living
with HIV at the end of 2012 (WHO)
• 1.7 million people died of AIDS-related
illnesses worldwide in 2011 (WHO)
235m
people currently have asthma (WHO)
4th
leading cause of death worldwide is
COPD (International COPD coalition)
people living with HIV (WHO)35m
Tafinlar
dabrafenib
Mekinist
trametinib
Fluarix/Flulaval
quadrivalent influenza vaccine
• A pill for metastatic melanoma, approved
• A first-in-class targeted treatment for
• A seasonal influenza vaccine that
in the USA and Europe
melanoma, approved in the USA
• Medicine targets patients with the
genetic mutation BRAF V600E
• Approximately half of all people with
metastatic melanoma have a BRAF
mutation
• Melanoma causes 75% of all skin
cancer-related deaths
(American Cancer Society)
• In the USA, there were an estimated
9,480 deaths from melanoma in 2013
(National Cancer Institute)
• The median age of a newly diagnosed
metastatic melanoma patient is almost
a decade younger than that of patients
with other cancers (Cancer Network)
• The only FDA-approved MEK inhibitor
for patients with BRAF V600E and
V600K mutations
• The number of people worldwide
diagnosed with melanoma in 2015
will be 233,000 (WHO)
• Only one in two patients worldwide
with metastatic melanoma is expected
to survive for a year after diagnosis
protects against four different strains
of the virus
• Offers additional protection compared
to traditional three-strain vaccines
• Influenza is a serious public health
problem that can cause severe illness
and even death
• Epidemics occur yearly during autumn
and winter
• Vaccination is the most effective way
to prevent infection
50%
of all malignant melanoma cases have
a BRAF mutation (Lancet Oncology)
in class MEK inhibitor1st
500k
seasonal influenza may cause up to
500,000 deaths per year worldwide (WHO)
GSK Annual Report 2013 35
Strategic report
Deliver
Investment in R&D
Focus on productivity
We remain committed to improving productivity in
research and development, so we can develop more
innovative new products with greater efficiency
Our primary goal in R&D is to discover and
develop new medicines that provide advances
on current treatments and are valued by both
patients and payers.
Over 12,300 people work in our R&D
organisation and our core R&D spend
was £3.4 billion on R&D during the year.
Our R&D spend is spread across our three
businesses: Pharmaceuticals, Vaccines
and Consumer Healthcare.
The R&D process for pharmaceuticals and
vaccines is long, expensive and uncertain,
and it is difficult to predict which products
will succeed or fail. It is therefore important
to drive efficiencies wherever possible to
offset these risks. A key priority in 2013
continued to be implementing improvements
across our R&D organisation, so that increasing
levels of output could be maintained without
increased expenditure.
The level of regulation and the approvals
processes for consumer healthcare products
differ from those in pharmaceuticals and
vaccines research as the development times
are shorter and the costs are significantly less.
Innovation in consumer products is based
on developing new products and formulations
that meet customers’ needs.
Across all three areas, we make decisions
about our R&D investment based on where
we see the best opportunities, both in the
market and in the science. We believe this
is more effective than determining investment
requirements on the basis of a fixed proportion
of sales.
Calculating the rate of return in R&D
Declining R&D productivity is an issue that
the pharmaceutical industry as a whole has
faced over the past decade. As a result it
has become more important for companies
to provide a greater level of transparency on
the returns that their R&D organisations make
to determine capital investment allocation.
This rate of return is determined by assessing
the R&D costs involved in discovering and
developing our late stage pipeline projects
against the profits of newly approved
medicines and vaccines as they achieve
regulatory approval and become available
to patients. Careful allocation of R&D
spending is critical.
In 2010, we calculated that our estimated
R&D internal rate of return (IRR) was 11%
and stated a long-term aim of increasing
this to 14%. The combination of innovation,
effective asset progression and successful
approvals with reductions in R&D spend has
led to an improvement in the current estimated
IRR to 13%. We continue to target 14%
on a longer-term basis.
This improvement in estimated IRR is an
important measure of our financial discipline
and our strategic progress to improve the
economics of research and development.
It also underpins our strategy to create
more flexibility around the pricing of our
new medicines.
Calculation of our IRR incorporates actual and
predicted sales figures based on probabilities
of success for medicines in the pipeline.
We also take into account an estimate of
attributable R&D costs, estimated profit
margins, capital investment and working
capital requirements.
The calculation for 2013 includes products
launched from 1 January 2012 to 31 December
2013 and compounds in phases IIb and III
of the development process. The calculation
is based on actual sales from 2011 to 2013,
and forecast sales up to 2034, adjusted to
reflect expected failure rates, which are broadly
in line with standard industry failure rates.
The cost base used in this calculation
comprises an estimate of attributable R&D
costs and actual and projected milestone
payments where appropriate.
Core R&D expenditure
5%
15%
80%
Pharmaceuticals
Vaccines
Consumer Healthcare
36 GSK Annual Report 2013
Pharmaceuticals R&D
Our search for new medicines
Our pharmaceuticals R&D organisation has been restructured
to create research groups that are more agile, autonomous
and outward-facing. We believe this structure is key to
building a strong pipeline of innovative new medicines
Core Pharmaceutical investment
17%
27%
56%
Discovery
Development
Facilities and central support
More than 10,500 people are employed in
our Pharmaceuticals R&D business. In 2013
our pharmaceuticals core R&D expenditure
was £2.7 billion, a decline of 5% compared
to the previous year. When this is viewed in
the context of the record number of approvals
we gained and our strong pipeline outputs
this year, we believe this is evidence that
our strategy of increasing R&D productivity
is working.
The length of time and costs involved in drug
discovery and development make it essential
that we are highly selective in where we invest
our resources. We distribute expenditure
across early stage research and late-stage
development, and we focus on those areas
where scientific advances have opened up
new opportunities that we consider most
likely to lead to significant medical advances.
We also ensure we evaluate all experimental
products at key points in the development
pathway, so we can be confident we are
putting resources in the projects we believe
have the highest probability of succeeding.
Our key R&D centres are in the UK, USA,
Spain and China. In 2013 we announced
plans to significantly expand and rejuvenate
some of these facilities – most significantly
in Pennsylvania in the USA – to ensure we
are well placed to maintain our position as
a leader in R&D and to attract new talent.
Early-stage research
In early-stage research (drug discovery), our
aim is to identify the biological targets involved
in the development of diseases and then to
create small molecules or biopharmaceuticals
that interact with these disease targets,
ultimately leading to new medicines.
In recent years we have transformed our
pharmaceutical R&D organisation with the aim
of enhancing efficiency and productivity. Our
new approach has three key elements. First,
we have broken up the traditional hierarchical
R&D business model and created smaller,
more agile early-stage R&D groups called
Discovery Performance Units (DPUs). Second,
we have changed our processes so that we are
progressing only those experimental medicines
that are significantly differentiated from existing
therapies. Third, we are increasing the amount
of research we do with external partners,
enabling us to access new areas of science
and to share the risk of development.
Our DPU structure helps us to maintain
flexibility in our discovery research investment,
while focusing on the most promising scientific
opportunities.
We had 42 DPUs in 2013. Each DPU has
between 5 and 70 scientists who all work
on a particular disease pathway or area of
science. The DPU is responsible for discovery
and development of potential new medicines
through to early stage clinical trials (up to
the completion of phase lla).
Timeline and development stages for pharmaceutical research
Drug discovery
Preclinical
Clinical trials
Regulatory
review
Approval
and launch
Post-marketing
surveillance
Phase I
Phase II
Phase III
5,000-10,000
compounds
250
compounds
y
r
e
v
o
c
s
d
-
e
r
P
i
5
compounds
20-100
20-100
Number of patients/subjects
20-100
1 approved
new medicine
3-6 years
6-7 years
0.5-2 years
IND submitted
NDA submitted
GSK Annual Report 2013 37
Strategic report
Deliver
Pharmaceuticals R&D
continued
DPUs are given their own budget, and
progress against DPU business plans is
regularly reviewed by the Discovery Investment
Board (DIB). Membership of the DIB includes
senior R&D and commercial management, and
external individuals with expertise including
life science investment experience and an
understanding of payer perspectives. It is
chaired by the President of R&D.
In 2013 we continued to be active in deal
making and collaborating with external
companies, individuals and academics.
In particular we have been active in venture
funding and were instrumental in the start up of
four venture funds during the year focusing on
different areas of science or regions (see below,
Nurturing the biotech ecosystem). In 2013, we
also ran two competitions – one with the goal
of increasing understanding in the nascent field
of bioelectronics, and the other with a view to
forming partnerships with academia.
Our core discovery expenditure was
£742 million in 2013, down approximately
7% against 2012.
Late-stage development
When a compound has demonstrated
a potential proof of concept in how it
works, we make a decision on whether to
advance it into late-stage development.
This is also known as commit to medicine
development. This decision is typically
made after phase IIa trials, during which the
compound is tested in a small number of
human volunteers. At this point, we will devise
and instigate larger-scale studies in humans
using the investigational medicine to further
investigate its efficacy and safety.
At the same time, we work to optimise
the compound’s physical properties and
its formulation so that it can be produced
efficiently and in sufficient quantities through
the manufacturing process. In some cases,
our research may include developing new
devices to deliver these medicines (see
case study, Patient-centric design).
If all of these stages are successful,
we can use the results of our studies to
submit a regulatory file for approval with
regulatory agencies.
The responsibility for guiding an investigational
medicine through the later stages of
development to filing rests with our Medicines
Development Teams (MDTs), small units
of six to ten people.
We now have around 40 new molecular
entities in phase II/III clinical development.
Governance
The R&D governance structure aims to
ensure clear accountabilities and product
reviews. The oversight of strategic issues
and overall budget management across R&D
is owned by the R&D Executive team. There
are three governance boards that determine
investment over the lifecycle of R&D and early
commercialisation, beginning with the DIB,
as described earlier.
Our Portfolio Investment Board (PIB) assesses
the technical, commercial and investment case
for each project to progress in development.
The PIB is co-chaired by the Chairman of
R&D and the President of North America
Pharmaceuticals, and includes the heads
of each pharmaceutical region along with
the head of global manufacturing.
The PIB is accountable for investment
decisions and funding allocation across
all late-stage Pharma R&D investments,
Medicines Discovery and Development,
Biopharm R&D, Oncology, Stiefel, Rare
Diseases and Emerging Markets R&D.
This allows investment decisions to be made
in a holistic way, ensuring a balance and
diversity of assets of differing risk profiles,
novelty, opportunity, development cost and
potential to be reimbursed by payers.
Nurturing the biotech ecosystem
Discovery research is exciting and innovative
but also time consuming and high risk.
Those factors, along with the global
economic downturn, have resulted in fewer
investments in early-stage life sciences
companies over the past several years.
A number of venture capital firms have
stopped investing altogether in the sector;
there are fewer investments and the average
amount invested has fallen.
To fill those gaps and ensure that innovative
ideas don’t get lost because of a lack
of financing, we have taken a creative
approach to early research investment
through the creation of and participation
in a number of venture capital funds,
including one fund with a pharmaceutical
industry competitor.
In 2013 alone, we have been instrumental
in the start-up of four venture funds focusing
on different areas of science (rare diseases
and bioelectronics) or regions (west coast
of the USA).
One of those funds, with San Diego-based
Avalon Ventures, is ground-breaking in
its efforts to fund and launch up to ten
early-stage life science companies. The
first company to be formed out of that
collaboration was announced in December,
less than nine months after the fund was
formally launched.
Through our participation in these venture
funding activities, we gain access to a broad
range of early research programmes and in
some cases have an option to buy companies
that demonstrate scientific promise.
38 GSK Annual Report 2013
Projects are reviewed by the PIB at certain
key decision points: ‘commit to medicine
development’, ‘commit to phase III’ and ‘commit
to file’. Funding is generally allocated up to the
next key decision point, typically between two
and four years ahead. The PIB also carries out
an annual late-stage funding review, where
investment in all projects is reviewed, adjusted
if necessary and prioritised. No individual late-
stage project has incurred annual expenditure
of more than 10% of the total annual R&D
expenditure.
Our Commercial Accountability Board (CAB)
is responsible for commercial alignment
and investment decisions on our innovative
marketed products portfolio, governing the
transition from R&D portfolio to our commercial
operations. CAB reviews individual assets at
the ‘commit to launch’ milestone and beyond,
including endorsement of the commercial
strategy and global targets for assets. CAB
also approves investments in phase IIIb/IV
evidence generation, conducts post-launch
reviews and annual reviews of reimbursement
decisions against predicted performance.
Other important governance boards in R&D
include the Scientific Review Board (SRB), the
governing body accountable for the scientific
assessment of the R&D portfolio to support
investment decision making at the Portfolio
Investment Board (PIB). At the SRB, there
will be a debate, review and endorsement of
a unified R&D view on the scientific aspects
of all assets. The SRB establishes a view on
the overall scientific promise of the asset;
development plan to deliver the asset; cost
effectiveness of the clinical plan; opportunities
and risks to the likely product profile; and
gaps where evidence is missing or remains
uncertain. The SRB view is the formal R&D
position communicated at the PIB.
Two other important governance boards in R&D
are the Technology Investment Board (TIB),
which makes investment decisions for new
platform technologies and licensing or options-
based collaborations up to the point of entry
into clinical trials; and the New Product Supply
(NPS) Board, which is the governing body
accountable for the technical feasibility and
infrastructure assessments covering all aspects
of the physical product and supply chain.
Our Regulatory Governance Board, launched
in 2012 and led by the Chief Regulatory
Officer, operated throughout 2013 with its
focus on enhancing compliance with company-
wide standards, increasing efficiency of
regulatory services, and aligning capabilities
with business needs both globally and locally.
Patient-centric design
A key challenge in designing inhalers for
asthma and COPD treatments is to make
the delivery mechanism as simple and
reliable as possible for patients, while
ensuring it effectively delivers each dose
of medicine.
GSK has been at the forefront of respiratory
science since the launch of Ventolin over
40 years ago. This year we unveiled the
new Ellipta multi-dose dry powder inhaler,
marking the next generation of GSK
innovation in inhalation devices.
The Ellipta inhaler is the result of more
than ten years of design, development
and planning, which involved testing and
tailoring our designs based on patient
experience. It is designed to be easy for
patients to use, with the minimum number
of steps: open, inhale & close. It will be
used across all our new inhaled respiratory
medicines. The Ellipta inhaler was recently
approved to deliver the Relvar/Breo and
Anoro inhalation products.
The Ellipta inhaler is unusual in that
the two compounds that make up the
Relvar/Breo, fluticasone furoate and
vilanterol, or Anoro, umeclidiminum and
vilanterol, are stored separately within
the inhaler, rather than being combined
and stored together. The compounds
only come into contact when the dose is
administered, or ‘actuated’, by the patient.
This means that for two medicines, there
is no need to blend them together, which
would require a new formulation being
developed for each new dual combination.
This separate storage is especially
important as not all combinations of
medicines can be blended due to physical
or chemical interactions. Where medicines
can be blended, the Ellipta has the
potential to allow three or more compounds
to be stored and delivered. Potentially this
could enable new treatment combinations
in a single inhaler.
GSK Annual Report 2013 39
Strategic report
Deliver
Vaccines R&D
Prevention efforts
Our vaccines R&D is centred on discovering and
developing prophylactic and therapeutic vaccines
to protect people against infectious diseases, cancers
and chronic disorders
Highlights
1,600
Scientists working on new
vaccines
16
Vaccines in development
Our R&D effort within vaccines is focused
on the development of new prophylactic
and therapeutic vaccines while stringently
managing and prioritising our investment
decisions. Our core R&D investment in 2013
was £496 million, down 3% against 2012.
We have more than 1,600 scientists working
on the development of new vaccines.
We currently have around 16 vaccines in
development for a range of diseases and
received a number of approvals and new
indications this year (see pages 34-35).
A key part of our approach in vaccines R&D
is expanding our access to new vaccine
technologies. Our acquisition this year of the
Swiss-based company Okairos is an example
of this. This purchase provided us with access
to a novel vaccine platform technology that
could play an important role in the development
of new prophylactic vaccines as well as
new classes of therapeutic vaccines. This
acquisition also brought in early-stage assets
for diseases such as respiratory syncytial virus,
hepatitis C virus, malaria, tuberculosis, ebola
and HIV.
A highlight from 2013 were the results from a
large-scale phase III trial of our malaria vaccine
candidate, RTS,S. This demonstrated that the
vaccine continued to protect young children
and infants from clinical malaria up to 18 months
after vaccination.
Our research on vaccines can be divided
into early-stage research and later-stage
development. Our aim is to identify and
develop vaccines that can help the body raise
an immune response against an infective
organism or – with our newer-stage research –
diseased cells.
As with pharmaceuticals R&D, the resources
required and length of time it takes to discover
and develop new vaccines means it is essential
that we are highly selective in where we
concentrate our efforts. We focus on those
areas where advances have opened up new
scientific opportunities that we consider most
likely to lead to significant medical advances.
Discovery and development
The discovery and development of a new
vaccine is a complex process that typically
takes between 10 and 12 years.
Vaccine discovery begins by identifying new
antigens, which are specific structures on
pathogens (viruses, bacteria or parasites)
or on cancer cells that are recognised by
the immune system. We then produce these
pathogens in yeast, bacteria or mammalian
cells and genetically manipulate them so
that they can be purified and formulated
in to a vaccine. It is the antigen that creates
the body’s immune response.
Vaccines research and development cycle
Identify
Antigens
Produce
Antigens
Pre-Clinical
Testing
Phase I
Phase II
Proof of
concept
Phase III
File
Registration/
Post marketing
surveillance
Research (including Immunology)
Pre-clinical development
Clinical development (including Post marketing surveillance)
Transfer process to manufacturing
1-10 years
2-3 years
2-4 years
>1 year
40 GSK Annual Report 2013
In some cases, the formulation of the vaccine
into clinical lots involves mixing antigens with
our proprietary adjuvant systems. We use
adjuvants to improve the immune system’s
response to antigens contained in vaccines
and we have been innovating in the area of
adjuvant systems for more than 20 years.
Candidate vaccines are usually a combination
of several antigens, and the final composition
of the vaccine (antigens and adjuvant) may
change over time.
Traditionally, vaccines have been used to
prevent illness. However, we are pioneering
a different approach designed to programme
the body’s immune system to fight existing
diseases and this represents a new treatment
model as a therapeutic vaccine. We are
evaluating the immunotherapeutic concept
against a variety of tumour types.
The first read out on phase III data from our
investigational MAGE-A3 antigen-specific
cancer immunotherapeutic in melanoma
patients came through in 2013. While the
trial did not meet its first co-primary endpoint,
we will be continuing the trial until the second
co-primary endpoint is assessed, with results
expected in 2015. The same asset is also in
development in lung cancer, and phase III
data for this indication will read out in 2014.
Partnerships and collaborations, both with
scientific partners and funding bodies, play
an increasingly important role in our vaccines
research. An example of our collaborative
approach is a new research agreement with
the Bill & Melinda Gates Foundation (BMGF)
which aims to accelerate advances in vaccine
R&D that have the potential to transform
global health.
Our R&D efforts also include the lifecycle
management of vaccines already on the market
and those that we anticipate will emerge from
the pipeline. We do this to increase the value
our products can bring, by extending their
reach and adapting them to ensure they
meet the needs of patients.
Governance
In 2012 we further consolidated the organisation
of vaccine discovery and development teams,
to simplify the infrastructure, focus on timely
decision making and enhance clarity and
accountability. Since then, we have continued
to improve efficiency through investment in
operational transformation programmes.
We have continued to emphasise the
importance of our Project teams and Vaccine
Leadership Teams, which are responsible
for day-to-day progress of our research
and development, including identifying
and developing new products.
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The science of the supply chain
Many vaccines need to be kept at a constant
temperature – between 2C and 8C – from
manufacture up until administration. This
cold-chain, as it is known, is considered by
many to be the biggest challenge in getting
vaccines out to people around the world,
particularly in hot, remote and resource-
limited regions.
In an effort to overcome this challenge, we
signed an early stage research partnership
with the Bill & Melinda Gates Foundation
(BMGF) this year. The $1.8 million agreement
will support research into seeing if we
can make some of our vaccines more
heat stable, thus reducing the need for
continuous refrigeration.
This initiative is part of a vaccine discovery
partnership that was unveiled in October
2013 in Brazil, which would also fund
research into other biomedical technologies
that have the potential to overcome a
significant and long-standing barrier to
vaccine access in developing countries.
Overall the partnership aims to integrate
key players in vaccine development –
biotechnology institutions, pharmaceutical
companies, non-government organisations
(NGOs) and academia – to drive advances
in vaccine R&D that have the potential to
transform global health.
There are several key decision points in the
vaccine development process: commit to
research (decide to initiate full research
programme), commit to candidate development
(decide to invest resources to move to clinical
development); commit to early clinical
development; commit to phase III; registration
and launch.
Oversight of these key decisions rests with
two bodies the Vaccine Development and
Commercial Board (VDCB) and the Vaccine
Investment Board (VIB).
The VDCB reviews the research project
strategy and advises on its scientific, technical
and commercial feasibility.
The board has an overall view of both early and
advanced projects. It is chaired by our senior
vice presidents for discovery and development.
All VDCB recommendations to progress
projects are submitted to VIB.
The VIB is chaired by our President of Vaccines.
This board makes the final decision on whether
to invest in a project, by evaluating the VDCB’s
recommendation alongside public health
benefit, business opportunity, development
costs and risks, the project timing and overall
evolution of our portfolio of vaccines.
GSK Annual Report 2013 41
Strategic report
Deliver
Consumer Healthcare R&D
Product innovation
Our ongoing commitment to innovation, creating new,
scientifically differentiated products, is demonstrated
by the 13% contribution to global sales from these
products in 2013
Our ‘innovation portfolio’ is critical to how
we continue to grow our Consumer Healthcare
business. Our focus is on creating a continual
pipeline of new, scientifically differentiated
products which define our four Consumer
Healthcare categories.
Through new technologies and formulations
we provide products that meet the needs of
consumers and are valued by experts. These
reinforce our leadership positions, particularly
in areas such as sensitive teeth, family nutrition
and smoking cessation.
Our commitment to innovation was reflected
in our investment of £178 million in core
Consumer Healthcare R&D in 2013, which
increased 14% from 2012. Overall, 13% of
sales came from innovative products launched
in recent years. Key contributions came from:
NiQuitin Strips
Launched in 2013, NiQuitin Strips is the first
and only oral stop-smoking aid in a strip format
designed for light smokers. The patented
formula that suspends nicotine in a polymer
system/water soluble matrix, combined with
the thin format, enables it to dissolve in the
mouth in approximately 3 minutes. Clinical
studies have shown its effectiveness in
relieving the urge to smoke in 50 seconds,
allowing consumers to benefit from fast,
effective craving relief in a discrete format.
We have already launched this product in
three markets.
Sensodyne Repair & Protect
Our Oral Care innovation continued to lead the
sensitive teeth category with the introduction
of Sensodyne Repair & Protect in the USA.
By developing a novel non-aqueous stannous
fluoride formulation, our Oral Care R&D team
were able to help consumers who deal with
dentin hypersensitivity. The active ingredient
in Sensodyne Repair & Protect, stannous
fluoride, builds a repairing layer over the
vulnerable areas of teeth, to help protect from
pain. Due to its instability in water, it has not
been used in oral health products for many
years. Addressing the stability issues and
incorporating into the product formulation,
Sensodyne Repair & Protect provides proven
and effective lasting relief from the twinge of
sensitivity and offers everyday cavity protection
with fluoride.
Women’s Horlicks
Continuing the success of our range of
Horlicks across the Indian sub-continent,
we launched Women’s Horlicks. This
scientific formulation specifically meets
the unique nutritional needs of women in
the region. Designed to include 100% of
the daily requirements of iron, calcium,
folate and other vital nutrients, the product
has become the first health drink for women
in India with the complete list of macronutrients
to be recommended by the World Health
Organization.
The study of human performance
With this scientific data and performance
results, our scientists can apply the research
to developing new products that not only
meet, but anticipate the health needs of the
wider population.
The GSK Human Performance Lab is a
leading science facility focused on applied
and discovery research. It combines our
science expertise, external advisors and
cutting-edge technology to deepen our
understanding of human performance.
By working in partnership with individuals
and organisations committed to elite human
performance – professional athletes, sports
governing bodies, sports teams, extreme
explorers – we will be able to improve our
understanding of how the body and brain
function and what can be done to drive
improvements in human performance.
Highlights
£178m
R&D investment in 2013
13%
of global sales from innovative products
42 GSK Annual Report 2013
Pipeline progress
Late stage summary
Our pipeline remains extensive. In total we have around 40 new molecular entities (NMEs) in phase II/III clinical development. A summary of
pharmaceuticals and vaccines in phase III development is set out below. A more comprehensive list of our medicines and vaccines in phases I to III
of development is available on pages 225-228.
Therapeutic area
Compound
Indication
Phase III Filed Approved
Respiratory
mepolizumab
severe asthma (also eosinophilic granulomatosis
with polyangiitis)
Relvar/Breo Ellipta
(vilanterol† + fluticasone furoate)
vilanterol†
fluticasone furoate
Incruse Ellipta* (umeclidinium)
Anoro Ellipta (umeclidinium + vilanterol†) COPD
Relvar/Breo Ellipta
asthma
(vilanterol† + fluticasone furoate)
COPD – mortality outcomes
COPD
asthma
COPD (also hyperhidrosis)
Relvar/Breo Ellipta
(vilanterol† + fluticasone furoate)
COPD
Paediatric Vaccines
Other Vaccines
MMR
Mosquirix (Malaria RTS,S)†
Nimenrix (MenACWY-TT)
Zoster†
Flu (pre-) pandemic
Flu vaccine
Oncology
Antigen-Specific Cancer MAGE-A3 immunotherapeutic†
Immunotherapeutic
MAGE-A3 immunotherapeutic†
HIV
dolutegravir + abacavir
sulphate + lamivudine
Tivicay (dolutegravir)
Arzerra (ofatumumab)†
Arzerra (ofatumumab)†
Arzerra (ofatumumab)†
Mekinist (trametinib)†
+ Tafinlar (dabrafenib)
Tyverb/Tykerb (lapatinib)
Votrient (pazopanib)
Arzerra (ofatumumab)†
Votrient (pazopanib)
Mekinist (trametinib)†
Mekinist (trametinib)†
+ Tafinlar (dabrafenib)
Revolade/Promacta
(eltrombopag)†
Tafinlar (dabrafenib)
Tyverb/Tykerb (lapatinib)
Cardiovascular &
Metabolic
Immuno-inflammation
Rare diseases
Infectious diseases
Dermatology
darapladib
Eperzan (albiglutide)
Benlysta s.c. (belimumab)
Benlysta (belimumab)
sirukumab†
2696273†
mepolizumab
Volibris (ambrisentan)†
Relenza i.v. (zanamivir)†
Toctino (alitretinoin)†
Duac low dose
† In-licence or other alliance relationship with third party
* The use of the brand name is not approved by any regulatory authorities
measles, mumps, rubella prophylaxis
malaria prophylaxis (Plasmodium falciparum)
Neisseria meningitis groups A, C, W & Y disease
prophylaxis
Herpes Zoster prophylaxis
pre-pandemic & pandemic influenza prophylaxis
seasonal influenza prophylaxis
treatment of melanoma
treatment of non-small cell lung cancer
HIV infections – fixed dose combination
HIV infections
chronic lymphocytic leukaemia, use in relapsed patients
diffuse large B cell lymphoma (relapsed patients)
follicular lymphoma (refractory & relapsed patients)
metastatic melanoma, adjuvant therapy
breast cancer, neo-adjuvant & adjuvant therapy
renal cell cancer, adjuvant therapy
chronic lymphocytic leukaemia, first line therapy
ovarian cancer, maintenance therapy
metastatic melanoma
metastatic melanoma
hepatitis C induced thrombocytopaenia
metastatic melanoma
metastatic breast cancer, in combination with
trastuzumab
atherosclerosis (also diabetic macular oedema)
type 2 diabetes
systemic lupus erythematosus
vasculitis
rheumatoid arthritis
adenosine deaminase severe combined immune
deficiency (ADA-SCID)
eosinophilic granulomatosis with polyangiitis
(also severe asthma)
chronic thromboembolic pulmonary hypertension
influenza
chronic hand eczema
acne vulgaris
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GSK Annual Report 2013 43
Strategic report
Simplify
Simplify
Reducing complexity in our business remains a central element
of our strategy. In doing so we can stop waste and inefficiencies
and reinvest savings elsewhere in the business.
Over the last six years we have been implementing
significant restructuring programmes.
We are transforming our global manufacturing
network and supply chain to make it more
efficient and better able to respond to the
needs of our customers and patients.
We are also investing in new technology
to streamline different parts of the business
including manufacturing, supply chain,
finance and HR.
Progress summary
Restructuring annual savings £bn
We are undertaking a broad range of restructuring
change programmes which began from 2007 onwards
and are simplifying many areas of our business from
supply chains to finance, HR and R&D.
In total, our ongoing restructuring programmes
delivered annual savings of £3.0 billion in 2013 and are
expected to deliver £3.9 billion of annual savings by
2016. Year on year incremental savings from ongoing
and structural programmes were £400 million in 2013.
Safety and quality remain the priority of our
manufacturing and supply organisation. We are
transforming our operations to improve service for
end customers and ensure safety and sustainability
in our operations.
We have created six regional business centres across
the globe to bring together support functions in order
to streamline and standardise functional support to
the businesses.
Our global ERP system deployment made significant
progress in 2013, with 70% of our European
Pharmaceutical revenue and 25% of our European
Consumer Healthcare revenue now on the system.
The creation of the Established Products Portfolio
allows us to better allocate resources to the new
portfolio of medicines while also achieving reduction
in inefficiencies and realising some opportunities
for reinvestment.
£3.0bn
restructuring savings
in 2013
07
06
05
04
03
02
01
0
3.9
3.0
2.5
2012 2013 Target
(2016)
Working capital days
210
180
150
120
90
60
30
0
202
194
176
10
working capital
days improvement in
2013 (adjusted for
divestments in 2013
and intangible asset
impairments)
2011
2012 2013
44 GSK Annual Report 2013
Proximity production
Sales of our Oral care products, Polident
and Poligrip, increased by 10% in 2013
and are projected to grow significantly over
the coming years.
As part of our ongoing efforts to create a
streamlined and flexible supply chain, we moved
the manufacturing of the active ingredient in
Poligrip and Polident from a factory in the USA
to Cork, Ireland in 2013. Now the ingredient
travels just 50 miles down the road to where
the products are manufactured in Dungarvan.
This is expected to produce a 17% reduction
in the Poligrip cost of goods by 2017 and will
also reduce carbon emissions.
Pictured: One of our employees at our Dungarvan
site in Ireland.
“ The production of the active
ingredient in Cork will
dramatically increase the speed
of response to any changes in
customer demand, as well as
reducing the cost of production
and delivery.”
Joe Power, VP and site director, Cork
Our priorities
We continue to restructure and simplify our
business to reduce the long-term cost base.
In manufacturing we will continue to focus on
delivering products of value at optimal cost and
reduce pack presentations, manufacturing defects
and waste.
We will fast track the implementation of the
integrated supply chain supported by enterprise
resource planning (ERP) in order to improve supply
service levels, reduce stock outs and reduce the
cost of the supply chain.
In Core Business Services we will continue to
migrate services and focus on improving service
efficiency and effectiveness.
We will also manage our Established Products
Portfolio to reduce complexity, enhance profitability
and optimise the value of this group of products.
GSK Annual Report 2013 45
Strategic report
Simplify
Simplify
Our operating model
In 2013 we continued to transform our operating model
to reduce costs and complexity and improve efficiency
The transformation of our operating model and
processes remains a key business strategy,
enabling us to standardise and streamline
important aspects of our business, including
our supply chain.
Our restructuring programmes are continuing
to contribute and support the delivery of
significant savings. These savings are then
available to be re-invested in our priority
growth businesses, new product launches,
or returns to shareholders.
Restructuring progress
We began our Operational Excellence
restructuring programme in 2007. This
programme remains on track to deliver
£2.8 billion of annual savings in 2014.
In 2013 as this programme was coming to
a close, we announced a new Major Change
programme with a focus on improving supply
chain processes, building capabilities in
manufacturing and R&D, and restructuring
our European business. This programme is
in its early stages and remains on track to
deliver £1 billion of annual savings by 2016.
Together, these two restructuring programmes
produced annual savings of £3.0 billion in 2013.
In addition to these programmes, we began
a separate structural initiative in 2012 to
reshape our long-term operating expenses and
liabilities. In 2013 this produced a reduction
of approximately £280 million in our long-term
employment costs through restructuring of our
post-employment medical benefits. In 2012
there was a benefit of £395 million when we
restructured our pension obligations.
Taking these ongoing and structural initiatives
together in 2013, we delivered incremental
year-on-year savings of around £400 million
with a similar amount expected in 2014 helping
to offset mix pressure and fund ongoing
investment requirements.
We have also continued our integration of
Human Genome Sciences into the business,
and restructuring benefits in 2013 from this
were around £130 million.
Global manufacturing and supply
The global manufacturing and supply
(GMS) division is focused on delivering
a transformational plan to enable us to
manufacture and supply both the new
product portfolio and our existing products
to consistently high quality and with
increased efficiency.
46 GSK Annual Report 2013
We have 86 sites in 36 countries manufacturing
our pharmaceuticals, consumer healthcare
products and vaccines. Our GMS division is
responsible for 72 of these sites, employing
more than 27,000 people who make and
supply our Pharmaceutical and Consumer
Healthcare products. The remaining 14 sites,
employing 7,500 staff, are run by our
Vaccines business.
We continue to review this network and
seek opportunities to optimise its operations.
During 2013, we closed three smaller
manufacturing sites in Singapore, USA and
Mexico, sold our Coleford site in the UK as
part of the divestment of our Lucozade and
Ribena brands and announced that one further
site would leave our network in 2014. We also
completed the integration of the former Human
Genome Science manufacturing site in the
USA, and acquired the DeMiclen Consumer
Healthcare manufacturing facility in Slovakia
to support growth.
We have invested in our manufacturing network
throughout the year, with commitments totalling
more than £300 million being announced
across key centres such as the UK and India
to implement improvements and technological
advances into our manufacturing processes.
Supply chain progress
GMS has aligned organisationally to a
new model with responsibility for the entire
Pharmaceutical and Consumer Healthcare
supply chains – from the supplier through
to delivery to the customer – creating a fully
integrated supply chain.
Since 2011 our Consumer Healthcare
business has been reforming and simplifying
its supply chain model to implement this
end-to-end chain. This has delivered over
£300 million in savings since it began and
created greater operating flexibility, allowing
us to deliver products to customers more
quickly and efficiently.
We have transferred the learnings from
this during 2013 to our Pharmaceuticals
manufacturing operations, creating supply
chain structures aligned from supplier through
to delivery to customer.
Our Vaccines supply chain is also
implementing an end-to-end transformation
programme to improve customer service,
reduce inventories through lead-time reduction,
and to improve forecast accuracy. In 2013 our
key priorities here were the implementation of
end-to-end inventory management, and of a
new sales and operational planning process.
These are well underway and will be finalised
by the end of 2014.
Further simplification in our supply chain is
driving greater efficiency in areas including
logistics and warehousing, procurement,
portfolio simplification and manufacturing.
These programmes are at an early stage but
have already reduced volatility and improved
responsiveness allowing better inventory
management which has already delivered
£100 million of benefits in our Pharmaceutical
supply chain in 2013.
We have also been reducing the complexity
of our portfolio of existing products. By
discontinuing unprofitable packs and
standardising pack presentation formats we
are improving operational efficiency while
ensuring patient and customer needs are met
(see case study opposite). This year we have
reached our target of 10% discontinuations by
year end and remain on target to achieve the
reduction of 25% of packs in our portfolio over
the four-year period to 2016.
Core Business Services
The Core Business Services (CBS) group
was set up in 2011 to bring together support
functions including facilities management, HR,
IT, finance and procurement, into a centralised
team to streamline and standardise these
operations. Our aim is to increase productivity,
and free up time in the businesses so they can
focus on the execution of business strategy in
their local markets, and reduce the number of
global support staff.
We have invested in a global enterprise
resource planning (ERP) system which is
playing an important role in reducing costs,
improving service levels and reducing working
capital in manufacturing, the supply chain and
commercial operations. Roll-out of the ERP is
on time and on budget.
Following the positive start made in 2012,
further progress was made through 2013 in
enrolling our European pharmaceutical and
vaccines markets on our commercial ERP
system. 70% of our European Pharmaceuticals
revenues and 25% of our Consumer
Healthcare revenues are now on the system.
In 2013, we completed advance deployment
of the forecasting and planning element of the
ERP system to markets in Latin America. Now
all GSK businesses in the region forecast and
plan on the same system to the same data
standards. This has enabled the consolidation
of reporting and business analysis.
Cutting variation in a drive to enhance productivity
At the beginning of 2013, we conducted an
audit which identified that our manufacturing
group was making our migraine treatment,
Imigran, in more than 360 different packs
of varying size and quantity of tablets.
Each different pack format required a unique
manufacturing process, meaning that the
more pack formats we make, the greater
the cost and complexity of manufacturing.
As a result, we were able to discontinue 8%
of the Imigran pack formats during 2013
and expect to cut a further 5% in 2014.
We achieved these cost reductions with
no change in total supply of the medicine.
By discontinuing the least popular pack
formats, we have more resource to ensure
we continue to meet demand for the most
popular Imigran packs.
In a bid to reduce these costs, we looked at
ways to simplify the number of pack formats.
This involved a review of all of the Imigran
packs and listening to patients to find out
which pack formats they liked best.
The reduction in pack formats for this
product was just one part of an overall
global initiative that we started in 2013
to reduce our number of packs by around
20%. In 2013, we discontinued 10% of
our pack formats and we are aiming to cut
a further 9% of our overall number of pack
formats by the end of 2014.
This initiative is particularly important for
our Established Products Portfolio (EPP).
EPP comprises around 50 products, as
well as our branded generics business and
other local products that, together, make up
annual sales of around £4 billion. Many of
these products are no longer promoted, and
so it is important that operating costs and
processes for these products are simplified
as far as possible, to allow us to focus on
new product launches and products with
the greatest growth potential.
We are also accelerating the deployment of
improved forecasting and planning processes
across the Group, enabled by ERP. This should
result in a reduction in supply chain operating
costs, reduced inventory levels, and improved
forecasting. The roll out is expected to be
completed by mid 2015.
A key element of the CBS approach has been
the creation of six regional multifunctional
business service centres that will focus on
delivering robust and effective services to
the markets, sites and regions. In 2013, we
opened four centres – one in Costa Rica, two
in the USA and one in the UK – complementing
those in Kuala Lumpur and Poland that began
operation in 2012. This global network is the
foundation for standardising and continuously
improving the support services offered to all
business units. This centralised model will
improve process efficiency and effectiveness
and free up time in the businesses so they can
focus on the execution of business strategy in
their local markets.
Under the umbrella of CBS we have also
conducted a number of targeted programmes
to simplify our business and take out costs.
In IT, for example, the introduction of new
global platforms to run standard enterprise-
wide processes and reduce the number of
individual business applications has seen the
organisation decommission 407 applications
since the beginning of 2012 – 8% of the total.
By developing global category strategies,
we have begun to standardise the material
specifications and removed complexity from
our supply base.
In HR, we started implementing the people
management element of the system globally.
By the end of 2013, all the GSK and agency
employees in Canada and Latin America were
on the system.
GSK Annual Report 2013 47
Strategic report
Our financial architecture
Our financial architecture
Our financial architecture is designed to support
the execution of our strategy and to enhance
returns to shareholders
GSK’s financial architecture is focused on
four key priorities: delivering sustainable
sales growth, improving operating leverage,
improving financial efficiency and converting
more of our earnings into cash.
Our financial architecture is designed to
ensure we are maximising the returns from
more sustainable sales growth. To do this
we continue to simplify our business, allocate
our resources more efficiently and flexibly
and build leverage across the P&L to drive
earnings per share faster than sales and in
turn convert more of those earnings into cash
that we can reinvest in the business and return
to shareholders, wherever the returns look
most attractive.
By applying this architecture consistently,
we are driving better and more consistent
decision making across the company.
Our capital allocation decisions are
rigorously benchmarked using a Cash Flow
Return on Investment (CFROI) framework.
Sales growth
Reported sales in 2013 grew 1% to £26.5 billion.
Excluding the impact of product disposals
made in 2012, sales grew 3%. Five businesses
– respiratory, oncology, Vaccines, ViiV
Healthcare and Consumer Healthcare –
accounted for around 70% of sales in 2013
and grew by 4% (CER). As we move into 2014,
we expect to deliver sales growth of around
2% CER (excluding products divested in 2013).
Operating leverage
In 2013, core operating profit was flat at CER.
On a reported basis, the core operating margin
declined by 1 percentage point of which
0.5 related to negative impact from currency.
The operating margin benefited from reduced
R&D costs and higher royalty receipts offset
by expected upward pressure on cost of sales
from the unwinding of costs of manufacturing
volume shortfalls, adverse mix and the impact
of preparing for the launches of new pipeline
products. The Group’s continuing restructuring
programmes contributed incremental year-on-
year savings of around £400 million from both
ongoing and structural initiatives.
The £280 million contribution from structural
benefits in 2013 which related to savings
in our long-term employment costs through
restructuring of our post-employment medical
benefits was approximately £115 million lower
than in 2012 when we restructured our pension
obligations.
Earnings per share
In 2013, the significant progress in improving
our financial efficiency, together with our
continued share buy-back programme, enabled
us to deliver core EPS up 4% to 112.2p which
was at the top end of our EPS guidance range
of 3% to 4%.
We remain focused on managing our cost
base more effectively. Our Operational
Excellence programme was initiated in 2007
and remains on track to deliver annual savings
of £2.8 billion in 2014. In addition our new
major change programme, announced in
2013 is on track to deliver pre-tax savings
of at least £1 billion by 2016.
We continue to balance cost savings with
continued investment in the business to
support the new launches of our R&D pipeline,
which will be a key driver of future sales
growth. With increasing contributions from
pipeline sales in 2014 onwards, we remain
confident that we can drive improvement in the
core operating margin over the medium term.
Financial efficiency
Despite the pressure on the operating margin
in 2013, financial efficiencies delivered
significant value during the year and
contributed positive leverage to our reported
core earnings per share (EPS).
We made further financial efficiency gains
in 2013, taking advantage of an era of low
interest rates to secure more attractive
long-term funding rates, without losing
flexibility. Overall we have reduced net funding
costs by 3 percentage points since 2010
while maintaining our targeted credit rating
of A1/P1 to preserve access to short-term
capital markets.
We also continue to align our tax strategy
with our future business profile and have
implemented a number of measures to
centralise our Pharmaceutical intellectual
property and product inventory ownership in
the UK. This allowed us to reduce our 2013
core tax rate to 23.0% from 24.4% in 2012,
which is ahead of our expectations at the
beginning of the year. We continue to expect
improvements in the tax rate, especially as
new products come through which will
benefit from the newly introduced patent
box arrangements in the UK. Our core tax
rate in 2014 is expected to be around 22%.
In 2014, we expect to deliver core EPS
growth of 4-8% CER, on turnover growth of
around 2% CER, on an ex-divestment basis
(2013 EPS base of 108.4p, turnover base
£25.6 billion).
Cash conversion
The business remains highly cash-generative
and we continue to focus on improving
conversion of earnings into cash through
greater focus on cash generation and capital
allocation. A particular focus is on working
capital and in 2013 we continued to make
progress. Excluding the distorting impact
of disposals and intangible write-offs, we
reduced the working capital conversion cycle
by ten days in 2013.
On a cash basis, we delivered an additional
£46 million of savings despite renewed growth
in many of our businesses and the need to start
building inventory behind our new launches.
We are developing an end-to-end supply chain
that joins our manufacturing and commercial
businesses to increase visibility, accountability
and flexibility, hence reducing the inventory
required and releasing cash.
Returns to shareholders
Free cash flow is available to invest in
the business or to return to shareholders
consistent with protecting our credit profile.
The priority is to cover the dividend but free
cash flow above and beyond this requirement
is available for share buy-backs or bolt-on
acquisitions, wherever the most attractive
returns are available.
The decision as to how to allocate such
cash flow is rigorously benchmarked using
a returns-based framework based on CFROI
comparisons.
In 2013 we returned £5.2 billion of cash to
shareholders. We paid £3.7 billion in dividends
with our ordinary dividend up 5% to 78p per
share. In addition we bought back £1.5 billion
of shares as part of the long-term programme
that we started in 2011.
In 2014 we expect to deliver continued
dividend growth and we are currently targeting
share repurchases of £1–2 billion.
48 GSK Annual Report 2013
Financial architecture to drive improved returns
Focus on returns
Sales growth
EPS
Returns to
shareholders
Free cash
flow
Operating
leverage
Financial
efficiency
Cash flow
growth
Measurement and reporting
From January 2014, the Group will report the
Established Products Portfolio of more than
50 tail brands with sales totalling £4.2 billion
in 2013 (£3.9 billion excluding divestments)
as a separate segment. We have set up this
segment to bring greater focus on how we
optimise value and in particular profits and cash
from this group of products. Where we can
realise more attractive value than our own
efforts we will also consider further divestments.
GSK Annual Report 2013 49
Strategic report
Responsible business
Responsible
business
Being a responsible business is central to our strategy and mission,
and how we deliver success is just as important as what we achieve.
Operating responsibly and ensuring our values
are embedded in our culture and decision-making
helps us better meet the expectations of society.
In 2013 we continued to take bold steps to modify
our business model. Specifically we made further
progress on driving access to our medicines in
the poorest countries, took action to increase
the transparency of our clinical research and
modernise our commercial practices and the way
we interact with our customers, and passed a
significant milestone in the development of
a potential vaccine against malaria.
We continue to invest in our people and are
working hard to reduce our environmental footprint.
Progress summary
We made good progress in 2013 towards our
forward-looking commitments that we announced
in 2012. These commitments are reported across
our four areas and they aim to address unmet global
health needs and are aligned with our strategic
priorities and values.
Health for all
• Increased the volume of medicines supplied to Least
Developed Countries since 2010 by 60%.
• Achieved a major milestone in the development of our
malaria vaccine candidate, RTS,S, which will lead us
to submit a regulatory file in 2014 to make the vaccine
available at a not-for-profit price in sub-Saharan Africa.
• Formed an innovative new partnership with Save the
Children to help save the lives of one million children
over five years.
Our behaviour
• Became the first pharmaceutical company to enable
external researchers to access detailed anonymised
patient-level data from our clinical trials through a
new online system.
• Announced plans to evolve the way we sell and
market products to healthcare professionals to
further align the company’s activities with the
interests of patients.
Our people
• Began the roll-out of preventative healthcare
benefits through our Partnership for Prevention
programme which will be available to employees
and their families worldwide by 2018.
• Launched a new performance management system
to better link employee reward with our values.
Our planet
• Our Scope 1 and 2 carbon emissions from our
operations grew slightly by 0.6% in 2013, although
these have declined by 7% since 2010.
• We became the first company to be awarded global
certification to the Carbon Trust’s Water Standard
in recognition of our year-on-year reductions in
operational water use globally.
50 GSK Annual Report 2013
Malaria milestone
Last year, malaria killed an estimated 627,000
people and more than three quarters of these
deaths occurred in children under five.
The malaria parasite endemic in sub-Saharan
Africa, Plasmodium falciparum, is also the most
serious type of malaria where acute infections can
rapidly become life-threatening.
Working in partnerships with others, we have been
carrying out research into a vaccine to fight malaria
for more than 30 years. In 2013, we achieved a
major milestone in the development of the world’s
first vaccine against P falciparum. Phase III data
showed that our vaccine almost halved the number
of cases in young children (aged 5-17 months at
first vaccination) in the 18 months after vaccination.
Based on this data and previous studies, we plan
to submit a regulatory application to the European
Medicines Agency in 2014 and the vaccine could
be available as early as 2016.
Nahya (pictured), a paediatrician, has been involved
in the RTS,S malaria vaccine trial at the Ifakara
Health Institute in Tanzania.
“ It’s our hope that the malaria
vaccine could help many, many
children. It could help reduce the
burden of malaria as a disease.”
Nahya Salim, paediatrician and research
scientist in Tanzania, Africa
References
World Health Organization – Fact sheet on the World Malaria
Report 2013. December 2013.
http://www.who.int/malaria/media/world_malaria_
report_2013/en/index.html
Wellcome trust – Plasmodium falciparum
http://malaria.wellcome.ac.uk/doc_WTD023865.html
Our priorities
In 2014, we will continue to challenge our business
model at every level to ensure we are responding
to the needs of patients and meeting the wider
expectations of society.
Next year we will begin a two-year process to end
the practice of paying health care professionals to
speak on our behalf. This move will help put patient
interests first.
GSK Annual Report 2013 51
Strategic report
Strategic report
Responsible business
Responsible business
Responsible business
Our approach
How we conduct our business is just as important to
us as the financial results we achieve. We strive to put
our values at the heart of every decision we make and
to meet or exceed the expectations of society
Our commercial success is directly linked to
operating in a responsible way. We report our
approach and the progress we are making
across four areas:
• Health for all
• Our behaviour
• Our people
• Our planet
In 2012, we developed longer-term
commitments across these four areas.
They reflect global health needs and are
aligned with our strategic priorities and our
values of transparency, respect for people,
integrity and patient focus.
This year we will be reporting on our progress
against these commitments in our 2013
Corporate Responsibility Report available
on gsk.com/responsibility.
The following pages provide an overview
of our approach.
Health for all
Our mission is to improve the quality of human
life by enabling people to do more, feel better,
live longer. The main way we can do this is
through developing new medicines, vaccines
and consumer products and increasing access
to these products for those who need them,
regardless of their ability to pay. At the same
time, we need to generate returns so that we
can be a sustainable business that invests in
research for the new treatments of tomorrow.
To achieve this, we have been evolving our
business model and implementing novel
approaches such as flexible pricing structures.
We have also been accelerating our innovation
processes by opening up our research findings
and resources to others, and working in new
ways with partners.
Access to healthcare
We are committed to improving access
to patients who need our products irrespective
of their ability to pay, by focusing on product
affordability and availability, and investing
in stronger healthcare systems in developing
countries.
To improve access, we employ innovative
funding mechanisms and use a flexible pricing
approach that is based on a country’s wealth
and ability to pay. Our Developing Countries
and Market Access (DCMA) operating unit
seeks to increase patient access to our
medicines and vaccines for around 800 million
people in the Least Developed Countries
(LDCs), as defined by the United Nations.
Since the DCMA unit was established in 2010,
the volume of medicines we supply to LDCs has
increased by 60% from 55 million units in 2010
to 89 million in 2013.
The price of our patented medicines in the
LDCs is capped at no more than a quarter
of our developed world prices. Since 2009
we have also re-invested 20% of our profits
in the LDCs into local healthcare capacity-
building projects in those countries. In 2013
this amounted to £5.1 million and since 2009
we have reinvested £15 million.
We aim to make our established, off-patent
products available to developing countries
through our ‘catch up’ programme. Through this
programme, we have been seeking approvals
for our medicines in these markets, and have
received approvals for 26 products in 2013.
In vaccines, we have used a tiered pricing model
for over 20 years and, in 2013, we updated our
approach to better align with a country’s ability
to pay. For the least well-off countries, we work
closely with GAVI and UNICEF to improve
access to vaccines. These organisations, which
purchase large volumes of vaccines for the
world’s poorest children, always benefit from
our lowest prices.
We aim to take a responsible approach to
pricing in all markets. It is important that prices
reflect the value our medicines bring to patients
but we are also very mindful of the burden of
healthcare costs. For example, we have priced
our newly launched products at or below the
prices for those currently available, despite their
positively differentiated profiles. For example,
in the USA we launched Tafinlar, our BRAF
inhibitor, last year with a price around 30%
lower than an existing BRAF inhibitor.
Diseases of the developing world
Neglected tropical diseases (NTDs) like leprosy
and intestinal worms affect billions of people in
the world’s most vulnerable communities. As
a leading member of the London Declaration,
GSK is working with the Bill & Melinda Gates
Foundation and 12 other pharmaceutical
companies to control or eliminate ten of the
17 NTDs by 2020 that affect 1.4 billion people.
Our most significant contribution to this is in
the elimination of lymphatic filariasis (LF) and
control of soil-transmitted helminths (intestinal
worms) through the donation of albendazole
tablets. In 2013, we shipped 763 million
tablets, bringing the total donated to more
than 4 billion tablets since 1998.
We are also researching new treatments for
other diseases such as sleeping sickness,
Chagas disease and visceral leishmaniasis.
Approximately 627,000 malaria-related
deaths were reported last year and GSK is
committed to tackling this disease. We have
invested $350 million in the development of
our malaria vaccine candidate RTS,S, including
collaborations with the PATH Malaria Vaccine
Initiative and support from the Bill & Melinda
Gates Foundation. This year, our clinical trial
reported further data on the vaccine (see
page 34) and we intend to submit a regulatory
application in 2014. We are also developing
tafenoquine for the treatment and relapse
prevention of P vivax malaria.
We remain committed to supporting the World
Health Organization objective of eradicating
polio completely by 2018 by providing vaccines
to UNICEF. In 2013, we provided 412 million
doses of oral polio vaccine to the Global Polio
Eradication Initiative.
Innovative science to create
value for all
Our approach to R&D includes our strategy
for open innovation for the diseases of the
developing world, which seeks to stimulate
innovation and enhance the productivity of
our research process. This research has
transformed our approach to intellectual
property and external partnerships.
While our current open innovation models
focus on diseases of the developing world,
we are also exploring ways to extend these
models to solve other significant health
challenges where the traditional business
model is inadequate, including anti-microbial
resistance and non-communicable diseases
such as Alzheimer’s disease.
In early 2014, we joined the Accelerated
Medicines Partnership (AMP) – a new
partnership between the National Institutes
of Health (NIH), ten pharmaceutical companies
and three non-profit organisations. The goal of
the AMP is to transform the current model for
developing new diagnostics and treatments in
challenging disease areas and make the data
generated available to the broad biomedical
community. We will be participating in and
providing funding for the Alzheimer’s pilot.
52 GSK Annual Report 2013
Programmes supported by
financial giving in 2013
19%
23%
58%
Health and well-being
Education
Other
Our giving in 2013
2%
8%
24%
We also believe that by sharing our research
findings – both positive and negative – we can
stimulate innovation and help others to build
on our existing research. Our aim is that this
will accelerate the drug-development process
to produce new medicines for patients.
Health and well-being in our
communities
We are committed to improving the health and
well-being of our communities by supporting
programmes that improve healthcare
infrastructure, enhance science and health
education and assist in humanitarian relief.
In 2013, GSK donated medicines valued at
£146 million (at cost) and £54 million in cash.
Product donations worth £3.8 million were
provided to our partners AmeriCares, Direct
Relief, IMA World Health, MAP International
and Project HOPE for humanitarian aid. These
partners distributed donated medicines to
87 countries in 2013. This included providing
supplies of antibiotics and basic medicines
to those affected by conflicts and natural
disasters, including the earthquake in Pakistan,
the typhoon in the Philippines and the
tornadoes in the USA.
GSK’s annual IMPACT Awards have
channelled more than £8 million to over
450 outstanding healthcare charities in
the UK and the USA over the past 16 years.
66%
Our behaviour
Cash
Product and in-kind
Cash £54 million
Product and in-kind £146 million
Time £4 million
Management £17 million
Time
Management
We aim to put the interests of patients and
consumers first and to have our decisions
guided by our four values of transparency,
respect for people, integrity and patient focus.
We have policies, guidance and codes of
conduct in place for our people, our partners
and our suppliers.
£m
54
146
4
17
Living our values and principles
Ethical conduct is a priority for GSK. We need
to operate with integrity around the world, in our
interactions with patients, prescribers, payers
and governments and we must live our values.
Failure to uphold high ethical standards could
impact our company’s success.
Our zero tolerance approach to bribery
and corruption applies to everyone at GSK
as well as third parties who act on behalf of
the company.
In this context we were concerned and
disappointed by allegations of fraudulent
behaviour in our China business. We are
taking this matter extremely seriously and are
co-operating fully with the Chinese authorities.
We have taken a number of actions, including
commissioning an independent report from
international legal firm Ropes and Gray, who
have extensive experience in anti-corruption
and international risk.
We are committed to learning any lessons
required as a result of the Chinese
investigation and will take all appropriate
steps as necessary at its outcome. We
remain fully committed to China, supporting
the government’s healthcare reforms and
to supplying our products to patients.
In 2013, we simplified the policies underpinning
our Code of Conduct and completed our annual
business certification programme. The Ethical
Leadership Certification requires managers
and designated employees to certify their
awareness, understanding, and compliance
with GSK’s values and policies. Over 65,000
designated employees had completed the
certification process in 2013.
We continue to support the Guiding Principles
on Business and Human Rights, as endorsed
by the United Nations Human Rights Council
in 2011. In recognition of these principles, we
undertook a systemic assessment in 2013
to identify our human rights impacts and
prioritised seven areas to further examine
GSK’s policies and processes. We also
updated our GSK Human Rights Statement
based on the findings of our assessment.
Research practices
We seek to ensure that our research practices
meet high ethical standards and patient safety
remains our first priority.
Our clinical trials are conducted in accordance
with Good Clinical Practice (GCP) guidelines.
All employees complete training on GCP
before undertaking any roles related to GSK-
sponsored clinical research. In 2013, there
were 44,685 GCP-related training activities.
We also conducted 323 clinical-quality
assurance assessments.
In addition, we conducted 51 investigations
of suspected irregularities and took corrective
action where appropriate. Independent
regulatory authorities also performed 112
inspections of GSK sites and the investigators
we used to conduct clinical trials.
GSK Annual Report 2013 53
Strategic report
Responsible business
Responsible business
continued
In 2013, we built on our long-standing
commitment to clinical trial transparency.
To facilitate further research that can help
advance medical science or improve patient
care, we launched an online system to enable
researchers to request access to detailed
anonymised patient-level data from our clinical
trials. We also began publishing Clinical Study
Reports (CSRs) once the medicines have been
approved or terminated from development.
This will extend back to the formation of GSK
in 2000, starting with the most commonly
prescribed medicines. We also support the
AllTrials campaign, which calls for full reporting
of methods and results of all trials.
In early-stage research, we use a number of
methods for drug discovery work, including in
some cases research involving animals. We
use alternatives to animals whenever we can.
However, in some studies animal research is the
only method that can be used to demonstrate
the effects of a potential new medicine in a
living body before it is tested in humans. When
animals are used in research, we are committed
to acting ethically and practising good animal
welfare and minimising the number of animals
used. In 2013, the number of animals we used
declined by 10% and was 33% lower than in
2000. Most animals in our research – including
research carried out by contractors – are mice.
Less than 0.3% of the animals we use are non-
human primates.
Manufacturing and supply
Efficient and responsible manufacturing and
supply is key to GSK. We expect suppliers
to uphold the same high standards we set for
ourselves, which is based on our Code
of Conduct.
We conduct audits on governance, risk
management, environmental, health and
safety and sustainability issues on a subset of
suppliers, which have been identified as critical
to our supply chain.
GSK is also a member of the Pharmaceutical
Supply Chain Initiative (PSCI), which audits
suppliers on their labour practices, and their
environment, health and safety performance.
Moving to an end-to-end supply chain operating
model for our Pharmaceutical and Consumer
Healthcare products will standardise and
improve controls across our entire supply chain.
During 2013 we continued to address the
problem of counterfeiting. One effective
measure, initially adopted in China, is to
use serial numbers on product packages to
enable electronic monitoring for the purpose
of patient safety.
54 GSK Annual Report 2013
In 2013 we began a programme that will
modify nearly 200 packaging lines across 25
manufacturing sites internationally, allowing
us to provide unique serial numbers on nearly
7,000 stock keeping units.
We greatly value the relationships we have
with our many suppliers and understand the
pressures on cash flow and financing faced by
smaller companies. Following a change to our
standard payment terms for suppliers in the UK
and USA in 2012, we offered to review these
payment terms for smaller suppliers identified
as micro, small and medium size enterprises
in Europe or diverse suppliers in the USA.
We also offer a range of supply chain finance
options to both our UK and US suppliers.
Several companies have taken up these
opportunities already and we are planning
increased communications to make more
of our smaller suppliers aware of the
support available.
Sales and marketing with integrity
GSK has an important role to play in supporting
education for healthcare professionals (HCPs)
and in providing accurate information about
our medicines to help them make the best
treatment decision for their patients. In 2013,
we announced plans to evolve the way we
interact with HCPs to further align our activities
with the interests of patients.
In 2014, we will implement a new compensation
system that will apply to all GSK sales
employees who detail our prescription products
to prescribing healthcare professionals. This
will mean sales professionals being evaluated
and rewarded for their technical knowledge,
the quality of the service they deliver to
support improved patient care, and the overall
performance of our business, replacing
individual sales targets.
This follows the success of our actions in the
USA where we decoupled reward for our sales
representatives from the number of prescriptions
issued, focusing instead on demonstration of our
values and on the patient.
In addition, we intend to phase out the practice
of paying HCPs to speak on our behalf about
our products or disease areas to audiences
who can prescribe or influence prescribing.
We will work to implement these changes
effectively in line with local laws and
regulations across our global business
by the start of 2016.
We will strengthen our own dedicated medical
and scientific capability to appropriately lead
engagement with HCPs. We will improve our
multi-channel capability, including use of digital
technologies, to ensure appropriate product
and disease area information can be provided
to HCPs conveniently. Finally, we will support
fair, balanced and objective medical education
for HCPs through provision of independent
educational grants.
We will continue to offer appropriate fees
to HCPs who provide services for GSK-
sponsored clinical research, advisory activities
and market research. These activities are
essential to provide us with insights on specific
diseases, identification of symptoms and
diagnosis, application of clinical trial data
or medication dosage and administration,
and on how to effectively and appropriately
communicate the benefits and risks of its
medicines to help meet patient needs.
Our people
Our people are essential to our success. We
focus on building their individual capabilities
and aim to support and empower them to be
the best they can be.
Talent and leadership development
We aim to attract and retain the most
talented people by investing in training and
development that is tailored to individuals’
needs and recognises the potential of our
employees.
In 2013 over 3,500 leaders completed our
Leading Delivery programme, which helps
middle-level managers translate the strategic
ambition of our business into meaningful
action. We also enrolled over 140 leaders
onto Leading Business, which is designed to
develop the capabilities of those managing
a business function. For people who are
new to management positions, we launched
Management Essentials, which teaches basic
management skills.
During the year, we continued to support
entry-level students through internships,
industrial placements, apprenticeships and
graduate schemes. In 2013, we increased
our graduate intake to 334 from 303 (in 2012)
as part of our aim to recruit 450 graduates a
year by 2015.
Coaching was a global focus in 2013. We
reached over 6,500 leaders in 30 countries
through our coaching programmes to
strengthen leadership capabilities.
Our PULSE volunteer partnership programme
gives employees the opportunity to work
full-time for three or six months with a non-
profit organisation or charity to help address
global healthcare challenges while developing
their leadership skills. In 2013, 99 employees
volunteered with 47 organisations, including
Save the Children, as part of our new global
partnership with the charity.
Inclusion and diversity
Our focus is to enable gender diversity in
management and senior roles. In 2013, we
introduced targeted individual and group
coaching and sponsorship for emerging
diverse talent. In 2014, we will invite employees
to join dialogue sessions to discuss and
address hidden barriers that could hinder
gender diversity.
At the end of 2013, 57% of our global
workforce were male and 43% were female.
The percentage of women in management
continued to rise in 2013.
Women in management positions (%)
SVP, VP
Director
Manager
Total
2009 2010 2011 2012 2013
28
25
25
26
27
36
42
38
37
42
38
38
42
39
39
43
40
40
44
41
Women represent 21% of our Corporate
Executive Team and we have exceeded our
goal to achieve at least 25% female board
representation by 2013. Female Non-Executive
Directors make up 33% of the Board. We
ranked joint third in the 2013 Female FTSE
100 Board Report, a study of women’s
representation on the boards of the UK’s
top companies.
Employees by gender (number)
Board
Male Female
5
10
Total
15
Management*
9,483
6,705 16,188
Total employees
56,621 42,830 99,451
* Management: senior managers as defined in
the Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013, which
includes persons responsible for planning, directing
or controlling the activities of the company, or a
strategically significant part of the company, other
than the Board, including directors of undertakings
included in the consolidated accounts.
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r
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h
C
e
h
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e
v
a
S
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g
o
B
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s
s
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E
Partnership with Save the Children
to help save 1 million lives
We aim to help save the lives of 1 million
children through our partnership with
Save the Children. By combining our
R&D capabilities and on-the-ground
expertise, we will bring much-needed
medicines and vaccines to some of the
world’s poorest children, train thousands
of healthcare workers, and seek to alleviate
child malnutrition.
This new partnership builds on our
collaboration with Save the Children over
the past eight years, including as part
of our 20% reinvestment programme in
Least Developed Countries and our
Africa Malaria Partnership.
We are investing at least £15 million in this
initiative and encouraging our employees
to contribute £1 million a year through fund
raising. We are establishing two signature
programmes to demonstrate interventions
in the Democratic Republic of Congo (DRC)
and Kenya, while a joint paediatric board
will look at new or repurposed products
to tackle the causes of newborn and
infant death.
One of our first life-saving projects is the
reformulation of chlorhexidine, an antiseptic
found in our Corsodyl mouthwash, into a
gel for umbilical cord cleansing to prevent
infection in newborns.
We are also registering a child-friendly,
powder-based antibiotic in the DRC to help
fight pneumonia, one of the biggest killers
of children under five. These interventions
are two of the 13 recommended in the
report of the UN Commission on Life-Saving
Commodities.
We also teamed up with Save the Children
to award US$1 million in recognition of
healthcare innovations originating in the
developing world designed to reduce infant
mortality. In 2013, the award was split
between five organisations. The largest
portion was awarded to Friends of Sick
Children in Malawi, for their development
of a low-cost device to help newborn
infants breathe.
GSK Annual Report 2013 55
Strategic report
Responsible business
Responsible business
continued
Making sure that people with disabilities have
access to career opportunities and capturing
their talent is a global focus for us. In 2014,
we will establish a Global Disability Council
within GSK to agree priority areas for improving
opportunities for disabled people, develop
objectives to drive our disability agenda forward,
and monitor and report on our progress.
The rich cultural diversity of our employees is
a key strength in helping us meet the diverse
needs of patients and healthcare providers
in countries in which we operate. Staff
based in our Emerging Markets, Asia Pacific
and Japan regions represented 43% of our
total workforce in 2013. Six nationalities are
represented on the Corporate Executive Team
and Board.
We monitor and benchmark the proportion
of ethnic minorities in our workforce against
industry averages and the national population
in countries such as the UK and USA and
engage with groups representing diverse
communities.
Engaging our people
Our CEO and members of the Corporate
Executive Team deliver live broadcasts and
messages to keep employees updated about
the company’s progress towards its strategy
and commitments.
Our frequent global employee survey helps us
understand our performance as an employer.
During 2013, we have taken steps to address
issues identified by the last survey, completed
in 2012, with a focus on training leaders to be
better coaches, supporting employees through
change and better recognising individuals’
contributions.
In 2013, we introduced interim surveys for
individual business units and functions and
covered some 36,000 employees. Results
showed that most businesses had made
significant improvements in team leader
effectiveness, a priority area for improvement
based on the 2012 survey results.
GSK employees were again enthusiastic
participants in our Orange Day volunteer
programme, which gives staff one paid day
a year for this purpose. In 2013, we also
challenged employees around the world
to work together to raise over £1 million
a year for five years for Save the Children.
56 GSK Annual Report 2013
Setting the standard
in employee healthcare
We are putting our values into practice by
offering competitive benefits packages,
including preventive healthcare for
employees and their families.
Our Partnership for Prevention (P4P)
programme offers all eligible employees and
their family members access to up to 40
preventive health services at little or no cost.
P4P will be available to employees across
GSK by 2018. To date P4P benefits are in
place for over 5,200 employees and family
members in 11 countries.
As part of the P4P pilot, which ran in 2012,
we focused on encouraging employees to do
more exercise and improve their diet and have
since developed a global physical fitness
programme that will be launched in 2014.
Health and safety and well-being
As a progressive healthcare company, we
believe that helping our employees be healthy,
resilient and productive is a priority and brings
our mission to life for our people.
Our Energy for Performance programme helps
employees remain focused and energised
and productive. By the end of 2013, 44,500
employees in 55 countries had participated
in energy and resilience training since 2008.
To achieve our goal of zero harm to employees,
we focus on preventing incidents before
they occur and in 2013 training activities
focused on key risks such as driver safety
and machinery-related incidents. We had two
serious incidents in 2013. The injury and illness
rate in 2013 was 0.29 per 100,000 hours
worked – down from 0.33 in 2012. This was
under-reported in 2013 and we are working
to include data from a number of Commercial
Operations business units.
We also worked to increase reporting of near
miss incidents so that we can better understand
how and why such events occur and then share
this knowledge across the business to help
prevent more serious incidents. As a result,
in 2013, we reported 131,924 such events
– an increase of 98% since 2012.
We also expanded our network of health and
safety co-ordinators who make sure our safety
programmes are on track, and expanded a
driver safety programme to five continents.
We continued to implement risk reduction
initiatives and further improved process safety
in manufacturing and R&D to prevent serious
events such as fires, explosions and releases
of hazardous substances.
Our Employee Assistance Programme offers
advice, information and counselling through
a confidential helpline and website and is
available to employees.
Performance, reward and recognition
Incentivising behaviour that is consistent with
our values is a priority in the way we evaluate,
recognise and reward performance. In 2013,
we announced a new performance system that
will come into effect in 2014. This system is
designed to ensure our employees understand
what is expected of them and help them
connect their contribution to the delivery
of our strategy and their reward.
For our most senior people, we disincentivise
unethical working practices using a ‘clawback’
mechanism that allows us to recover
performance-related pay.
We are committed to supporting the health
and well-being of our employees and their
families and during the year we began to
phase in our global preventive healthcare
initiative, the Partnership for Prevention
programme (see Setting the standard in
employee healthcare).
Our planet
To ensure we can continue to deliver high-
quality products to patients and consumers
in the future, we must protect the natural
resources we need to make them today.
Carbon
We have set ambitious targets to achieve
a carbon-neutral value chain by 2050.
Our operational emissions remain lower
than our 2010 baseline and we are engaging
with employees, suppliers and customers
to address carbon emissions in our value
chain – from sourcing of raw materials and
transport, to use and disposal of our products.
We are using carbon footprint analyses of
our top 35 products to target the most
effective reductions.
Our scope 1 & 2 carbon emissions from our
operations grew slightly by 0.6% in 2013,
although these have declined by 7% since
2010. The investments we made in 2013
will start to deliver further carbon emission
reductions in 2014 (see Carbon emissions
table). Scope 1 emissions refer to all direct
greenhouse gas emissions, including burning
fuels for energy, emissions from sales force
cars, emissions during manufacture of metered
dose inhalers and other process emissions
from our manufacturing operations and waste
treatment. Scope 2 emissions include indirect
greenhouse gas emissions from consumption
of purchased electricity, heat or steam.
Our scope 3 emissions (excluding raw
materials) increased by 1.5% in 2013 across
the value chain due to strong sales of HFA
propellant-based inhalers, and have increased
11% since 2010. Scope 3 emissions are all
the other indirect emissions, not included in
scope 2, such as embedded carbon dioxide
in purchased raw materials, the propellant
released when patients use and dispose of
our metered dose inhalers, as well as business
travel by air and logistics.
Materially important emissions – such as the
emissions from the use of our metered dose
inhalers – are detailed in our value chain
carbon footprint performance data, published
in our 2013 Corporate Responsibility Report.
Important achievements in 2013 include:
• The Best in Continuing Carbon Reduction
Award 2013 from the Carbon Trust for year-
on-year overall reductions in emissions.
• Collaborating in the launch of a tool to help
companies calculate the carbon footprint
of tablet medicines that are distributed in
blister packs.
Carbon emissions
Tonne CO2e
Scope 1 emissions
Scope 2 emissions
2010
2011
2012
2013
1,011,180
1,035,856
1,018,014
1,037,288
964,215
881,101
804,253
796,034
Total scope 1&2 emissions
1,975,395
1,916,957
1,822,267
1,833,322
Intensity ratios
Sales Revenue £ 000,000
Scope 1&2 (tonnes CO2e)/ sales
revenue £ (millions)
FTE
Scope 1&2 (tonnes CO2e)/FTE
2010
28,392
69.6
96,461
20.5
2011
27,387
70.0
97,389
19.7
2012
26,431
68.9
2013
26,505
69.2
99,488
99,451
18.3
18.4
The scope 1 and scope 2 carbon emissions are calculated according to The Greenhouse Gas Protocol:
A Corporate Accounting and Reporting Standard (Revised Edition) (see table). We were certified to the
Carbon Trust Carbon Standard in 2012 which certifies that we are making year-on-year overall reductions
in emissions associated with operations and transport and will be applying for recertification in 2014.
These emissions are not materially important to our carbon reduction strategy.
• Being named in the CDP Performance
Leadership Indices as a global leader in
tackling carbon emissions and for our
transparent reporting.
Water
In 2013, we achieved a further 2% reduction
in water use from the previous year, keeping
us on track to meet our target to cut
operational water use by 20% by 2015 from
our 2010 baseline.
We mapped water usage across our value
chain in 2013 and identified that the production
of the raw materials we use accounts for an
estimated 84% of our total water footprint
and our own operations represent just 1%.
In 2013, we became the first company to be
awarded global certification to the Carbon
Trust’s Water Standard. As part of the
assessment, the Carbon Trust audited sites
in the UK, USA and India.
Waste
In 2013, we generated 11% more waste than
in 2012 as a result of business growth, but
we reduced our waste by 6% compared to
our 2010 baseline. Only 6% of total waste
was sent to landfill and 37 of our sites have
now achieved zero waste to landfill – up from
34 in 2012. By 2020, we aim to halve our
operational waste compared to 2010 and
have zero waste to landfill.
In the UK, we installed equipment at our site
in Ware to dismantle spent respiratory inhalers
so we can recycle the components.
In 2013, we repeated our survey of suppliers
of packaging and leaflet paper and used
this information to help us in our purchasing
decisions.
Other impacts
We manage a range of other important
issues to reduce our environmental impact.
For example we use ‘green chemistry’, which
aims to reduce the use of hazardous chemicals
and processes from drug development by
replacing them with those that have a lower
environmental impact.
Our Green Chemistry Performance Unit,
established in 2012, researches ways to
replace hazardous or unsustainable chemicals
with better alternatives.
To support research into sustainable chemistry,
we are investing in a new centre of excellence
for green chemistry at the University of
Nottingham in the UK and have pledged
annual funding until 2024 for a second Centre
of Excellence for Sustainable Chemistry
in São Paulo, Brazil. In Singapore, we are
funding research into green and sustainable
manufacturing as part of our partnership with
the Singapore Economic Development Board.
GSK Annual Report 2013 57
Financial review
The Financial review summarises the performance of the
Group for the year, in comparison with the results of the
previous year. The Financial review also sets out the
balance sheet position of the Group at 31 December 2013
Group performance
Our financial review discusses the operating
and financial performance of the Group, the
financial outlook and our financial resources.
We compare the results for each year
primarily with results of the preceding year
and on a CER basis. In this review we
discuss the results on both a core basis
and a total basis.
All growth rates included in this Report
are at constant exchange rates (CER)
unless otherwise stated. CER growth is
discussed below.
We use a number of adjusted measures
to report the performance of our business.
These measures are used by management
for planning and reporting purposes and
in discussions with and presentations to
investment analysts and rating agencies and
are defined below. These measures are not
defined in IFRS and may not be comparable
with similarly described measures used by
other companies.
Core results reporting
Core results exclude the following items
from total results: amortisation and
impairment of intangible assets (excluding
computer software) and goodwill; major
restructuring costs, including those costs
following material acquisitions; legal charges
(net of insurance recoveries) and expenses
on the settlement of litigation and
government investigations; other operating
income other than royalty income; disposals
of associates, products and businesses,
and acquisition accounting adjustments
for material acquisitions, together with
the tax effects of all of these items.
Major restructuring costs charged in
arriving at operating profit include costs
arising under the Operational Excellence
restructuring programme, initiated in 2007
and expanded in 2009, 2010 and 2011,
the Major Change restructuring programme
initiated in 2013 and restructuring costs
following the acquisitions of Human
Genome Sciences, Inc. in August 2012
and Stiefel Laboratories, Inc. in July 2009.
Reconciliations of core results to total
results are presented on page 65.
Core results reporting aligns business
performance reporting around the
underlying trading performance of the
Group and its primary growth drivers
by removing the volatility inherent in many
of the non-core items.
Core results reporting is utilised as the
basis for internal performance reporting and
the core results are presented and
discussed in this Financial review as we
believe that this approach provides investors
with a clearer view of the underlying trading
performance of the Group. We also believe
that this approach should make the Group’s
results more comparable with the majority
of our peers, many of which use similar
forms of underlying performance reporting
to discuss their results, although the precise
calculations may differ. The Financial review
also presents and discusses the total results
of the Group.
Free cash flow
Free cash flow is the net cash inflow from
operating activities less capital expenditure,
interest and dividends paid to non-
controlling interests plus proceeds from the
sale of property, plant and equipment and
dividends received from joint ventures and
associated undertakings. Free cash flow
growth is calculated on a sterling basis.
A reconciliation is presented on page 72.
Working capital conversion cycle
The working capital conversion cycle is
calculated as the number of days sales
outstanding plus days inventory outstanding,
less days purchases outstanding.
CER growth
In order to illustrate underlying performance,
it is our practice to discuss the results in
terms of constant exchange rate (CER)
growth. This represents growth calculated
as if the exchange rates used to determine
the results of overseas companies in
Sterling had remained unchanged from
those used in the previous year. CER%
represents growth at constant exchange
rates. £% represents growth at actual
exchange rates.
Restatement of comparative
information
As set out in Note 1 to the Financial
statements, ‘Presentation of financial
statements’, an amendment to IAS 19
‘Employee benefits’ has been implemented
in the year. The effect has been to reduce
total operating profit for 2013 by £160
million (2012 – £92 million; 2011 –
£73 million). Comparative information
has been restated accordingly.
58 GSK Annual Report 2013
Strategic report Financial review Financial review 2013
Group turnover by business
Pharmaceuticals
Vaccines
Pharmaceuticals
and Vaccines
Consumer Healthcare
2012
(restated)
£m
2013
£m
17,898
3,420
17,936
3,325
21,318
5,187
26,505
21,261
5,170
26,431
Growth
CER%
*
Growth
£%
1
2
1
2
1
–
3
–
–
–
* CER% represents growth at constant exchange rates. £% represents
growth at actual exchange rates.
Total Group turnover for 2013 was £26,505 million, up 1%.
Excluding the impact of disposals, primarily the conclusion of the
Vesicare co-promotion agreement in the US in Q1 2012 and the
non-core OTC brands divested in H1 2012, turnover grew 3%.
Pharmaceuticals and Vaccines turnover grew 1% and excluding
disposals, grew 2%. Pharmaceuticals turnover grew 1% and,
excluding disposals, grew 2%, as growth in the US, Japan and
EMAP was partially offset by continued pricing pressures and
generic competition in Europe. ViiV Healthcare turnover for
2013 was flat. Vaccines turnover grew 2%, despite the adverse
comparison with strong Cervarix sales in Japan in 2012. Excluding
Cervarix in Japan, Vaccines sales grew 5%, reflecting the strong
growth in the US of Infanrix/Pediarix and Boostrix, both of which
benefited from competitor supply issues, and Fluarix/FluLaval, which
benefited from the launch of the new Quadrivalent formulation, as
well as a better performance by the business in Europe. Consumer
Healthcare turnover increased 2% to £5,187 million, but excluding
the non-core OTC brands divested in H1 2012, turnover grew 4%.
Group turnover by geographic region
US
Europe
EMAP
Japan
Other
2013
£m
8,730
7,511
6,746
1,890
1,628
26,505
2012
(restated)
£m
8,476
7,326
6,788
2,225
1,616
26,431
Growth
CER%
Growth
£%
2
(1)
2
2
4
1
3
3
(1)
(15)
1
–
Group sales outside the USA and Europe accounted for 39% of total
turnover and reported growth of 2%, adversely impacted by sales
declines in China.
Group turnover by segment
2012
(restated)
£m
2013
£m
Growth
CER%
Growth
£%
Pharmaceuticals and Vaccines:
US
Europe
EMAP
Japan
ViiV Healthcare
Other trading and
unallocated
Pharmaceuticals
and Vaccines
Consumer Healthcare
7,192
5,166
4,698
1,657
1,386
7,000
5,001
4,721
1,969
1,374
1,219
1,196
21,318
5,187
26,505
21,261
5,170
26,431
1
–
1
1
–
5
1
2
1
3
3
–
(16)
1
2
–
–
–
In the US, Pharmaceuticals and Vaccines turnover was up 1%, but
grew 4% excluding the impact of the conclusion of the Vesicare
co-promotion agreement in Q1 2012. Pharmaceuticals turnover was
down 1% but excluding Vesicare, grew 2%. Sales of Respiratory
products grew 7% to £3,655 million, led by an 8% growth in Advair,
although this performance included the benefit of favourable stocking
patterns in the fourth quarter. Oncology products also performed
well, growing 17% to £380 million, led by strong performances
from Votrient and Promacta and the initial impact of the launches
of Tafinlar and Mekinist monotherapies during the year. These gains
were partially offset by the impact of generic competition to Lamictal
and a number of Dermatology products. The 17% increase in
Vaccines sales primarily resulted from the increases in Infanrix/
Pediarix and Boostrix sales, both of which benefited from competitor
supply shortages. Fluarix/FluLaval sales were also strong following
the launch of the Quadrivalent flu formulation in 2013.
Europe Pharmaceuticals and Vaccines turnover was £5,166 million,
flat compared with 2012, as the benefits of the recent restructuring
and refocusing of the business were offset by continued pricing
pressures and generic competition to a number of products.
Pharmaceutical sales were down 1% to £4,117 million. Seretide
sales declined 2% on a 2% volume decline but flat pricing. Oncology
products, particularly Votrient and Promacta, performed well, as did
Avodart, but growth from these products was more than offset by
lower sales of a number of older products, which were particularly
impacted by continued pricing measures and generic competition.
Vaccines sales grew 3%, largely due to an improved tender
performance.
GSK Annual Report 2013 59
EMAP Pharmaceuticals and Vaccines turnover was up 1%
to £4,698 million in 2013, adversely affected by the ongoing
investigation in China, with Pharmaceuticals up 2% to £3,574 million
and Vaccines up 1% to £1,124 million. In China, Pharmaceuticals
and Vaccines sales were down 18%, driven primarily by declines
in Respiratory and Hepatitis products. Excluding China, EMAP
Pharmaceuticals and Vaccines sales grew 5% driven by
Pharmaceuticals growth in the Middle East/Africa, Latin America,
and South East Asia, partially offset by declines in India, and Korea.
Vaccines sales were up 1% to £1,124 million, and up 3% excluding
China, reflecting strong tender performances from Cervarix and
Infanrix/Pediarix, which were partially offset by a tough comparison
with 2012.
Japan Pharmaceuticals and Vaccines turnover grew 1% to £1,657
million, as a 9% growth in Pharmaceuticals sales was partially offset
by a 76% decline in Vaccines sales. Strong growth in Respiratory
products as well as for Relenza, Avodart and Lamictal was partly
offset by generic competition to Paxil sales. Vaccines sales primarily
reflected the impact on Cervarix of the suspension of the
recommendation for the use of HPV vaccines in Japan during the
second half of 2013 and the adverse comparison with 2012, which
benefited from the final stages of the catch-up HPV vaccination
programme.
ViiV Healthcare turnover was flat at £1,386 million as the growth
generated by Epzicom and Selzentry, together with the introduction
of Tivicay, was offset by the impact of continued competition to older
products.
Consumer Healthcare turnover, excluding the non-core OTC brands
divested in H1 2012, grew 4%, with growth in all four categories.
Growth in the US, up 2%, and Europe, up 3%, primarily arose from
Specialist oral health, including Sensodyne, Denture care and the
re-stocking of alli, which was out of stock for much of 2012. Rest of
World turnover grew 6% with strong growth in India, the Middle East
and Latin America partly offset by a decline in sales in China, driven
by the impact of the shelving restrictions on Contac and mandatory
price reductions for Fenbid. Reported Consumer Healthcare turnover
grew 2% to £5,187 million.
Pharmaceuticals turnover
Respiratory
Anti-virals
Central nervous system
Cardiovascular and urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Dermatology
Rare diseases
Immuno-inflammation
Other pharmaceuticals
ViiV Healthcare (HIV)
2013
£m
7,516
667
1,483
2,239
174
1,239
969
770
495
161
799
1,386
17,898
2012
(restated)
£m
Growth
CER%
Growth
£%
7,291
753
1,670
2,431
171
1,247
798
850
495
70
786
1,374
17,936
4
(6)
(8)
(8)
10
–
22
(8)
7
>100
6
–
1
3
(11)
(11)
(8)
2
(1)
21
(9)
–
>100
2
1
–
Respiratory
Respiratory sales in 2013 grew 4% to £7,516 million, with the
US up 7%, Europe down 3%, EMAP up 4% and Japan up 9%.
Seretide/Advair sales were up 4% to £5,274 million, largely driven
by a strong US performance. Flixotide/Flovent sales increased 2%
to £796 million, and Ventolin sales grew 2% to £642 million. Xyzal
sales, almost exclusively made in Japan, grew 26% to £137 million,
reflecting a strong allergy season.
In the US, Respiratory sales grew 7%, with Advair up 8% to
£2,769 million, compared with 6% estimated underlying growth for
the year (5% volume decline more than offset by an 11% positive
impact of price and mix). Flovent sales were up 6% to £482 million
with estimated underlying growth for the year up 6% (4% volume
decrease offset by a 10% positive impact of price and mix). Ventolin
grew 4% to £291 million, with estimated underlying growth of 8%
driven mostly by improved price realisation in the first half of the year.
The launch of Breo Ellipta began in Q4 2013 with £5 million of sales
recorded in the quarter.
European Respiratory sales were down 3% reflecting increased
competition in many markets. Seretide sales were down 2% to
£1,458 million, with a 2% volume decrease and no net impact of
price and mix. Serevent and Flovent sales were down 17% and
7% respectively.
Respiratory sales in EMAP grew 4%, but 9% excluding China, led
by Seretide, which grew 4% to £429 million (12% excluding China).
Seretide continued to deliver strong growth across many EMAP
markets. Veramyst, grew 16% to £71 million and Ventolin increased
2% to £171 million.
In Japan, Respiratory sales grew 9% to £567 million, with strong
growth from both Xyzal and Veramyst. Adoair sales grew 8% to
£277 million. Relvar Ellipta was launched in December 2013,
recording sales of £3 million.
Anti-virals
The 6% decrease in sales of Anti-virals reflected declines in Zeffix
and Hepsera in China partially offset by tender shipments of Relenza
in Japan.
Central nervous system (CNS)
Seroxat/Paxil sales fell 16% to £285 million, primarily due to generic
competition in Japan and Europe and Requip sales fell 18% to
£125 million reflecting generic competition in the US and Europe.
Lamictal sales fell 7% to £557 million, primarily as a result of generic
competition to Lamictal XR in the US, which started in Q1 2013.
Sales of the Lamictal franchise in the US fell 18% to £276 million.
Cardiovascular and urogenital
Sales in the category fell 8% primarily as a result of the impact of
the conclusion of the Vesicare co-promotion agreement in Q1 2012.
Excluding Vesicare, sales declined 1%.
The Avodart franchise grew 10% to £857 million with 31% growth
in sales of Duodart/Jalyn. Avodart sales grew 5% to £648 million.
Lovaza fell 5% to £584 million as a result of increased competition
and the decline in the non-statin dyslipidemia prescription market.
Arixtra sales fell 15% to £167 million.
60 GSK Annual Report 2013
Strategic report Financial review
Metabolic
The increase in Metabolic product sales primarily reflected higher
sales of Prolia in Europe and EMAP.
Anti-bacterials
Augmentin sales grew 5% to £630 million with strong growth
in EMAP, reflecting, in part, a comparison with some supply
interruptions in 2012. Zinnat sales were flat at £169 million,
and Zinacef sales fell 14% to £55 million.
Oncology and emesis
Oncology and emesis sales grew 22% to £969 million, marking
the second consecutive year of double digit percentage growth
for the business. US sales were up 17% with strong performances
by Votrient, Promacta and Arzerra, but also contributions from the
launches of two new metastatic melanoma products Tafinlar and
Mekinist. Sales in Europe grew 28% and EMAP grew 18%. Votrient
sales grew 80% to £331 million, Promacta sales grew 46% to
£186 million and Arzerra sales grew 23% to £75 million. Tykerb/
Tyverb sales fell 13% to £207 million due to increased competition.
Both Hycamtin in Europe and EMAP and Argatroban in the US
continued to be adversely affected by generic competition.
In the US, there were continued strong growth contributions
from Votrient, up 56% to £144 million, and Promacta, up 33%
to £73 million, which benefited from a new indication for
thrombocytopenia associated with Hepatitis C received during Q4
2012. Arzerra grew 18% to £46 million. The US performance also
reflects contributions totalling £21 million from Tafinlar and Mekinist,
which were both launched in Q2 2013 as monotherapy treatments
and achieved strong uptake in the BRAF V600 melanoma market
during the first few months on the market. In January 2014, Tafinlar
and Mekinist were approved by the FDA for combination use.
In Europe, sales grew 28% to £339 million, led by sales of Votrient,
which increased by 91% to £130 million, as it continued to build
market share in many markets. Revolade received approval in Europe
for use in thrombocytopenia associated with Hepatitis C at the end
of Q3 2013 and sales in the year increased by 47% to £55 million.
Tafinlar was launched in Q3 2013 in certain markets and has
achieved strong uptake in these early launch markets.
EMAP sales grew 18% to £149 million led by strong growth
of Votrient (up 77% to £37 million) and Promacta (up 92% to
£22 million). In the region Tykerb was down 9% to £47 million,
and Hycamtin was down 36% to £7 million.
Dermatology
Sales declined 8% to £770 million, primarily as a result of the decline
in the US, down 40% to £140 million, which continued to suffer from
the impact of generic competition, particularly to Bactroban, Duac
and Soriatane, together with the effect of the disposal of a number
of tail brands in Q2 2013. EMAP sales grew 6% to £397 million,
reflecting strong growth in Bactroban, Dermovate and Duac
particularly in Middle East/Africa and Latin America. European
sales grew 5% to £170 million.
Rare diseases
Volibris, up 21% to £147 million, and Mepron, up 8% to £101 million,
were the main drivers of the 7% growth in the category. Flolan sales
fell 16% to £103 million, primarily as a result of the biennial price
reduction in Japan in Q2 2012 and continued generic competition
in the US and Europe.
Immuno-inflammation
Benlysta turnover in the year was £146 million, with £134 million
in the US. Total in-market sales of Benlysta in the US in 2012 were
£96 million.
ViiV Healthcare (HIV)
ViiV Healthcare sales of £1,386 million were flat as sales in the US
were up 5%, Europe down 3% and EMAP down 12%. Epzicom/
Kivexa sales increased 14% to £763 million and Selzentry was up
10% to £143 million. Tivicay recorded sales of £19 million from the
early stages of its launch in the US, which started in August 2013.
Tivicay was approved in Europe in January 2014 and launches are
planned in several markets throughout 2014. Growth contributions
within this business were offset by declines in the mature portion
of the portfolio, mainly Combivir, down 36% to £116 million
Vaccines turnover
Vaccines sales
2013
£m
2012
£m
Growth
CER%
Growth
£%
3,420
3,325
2
3
Performance of the Vaccines business improved towards the end of
the year, with a significant increase in tender sales in the last quarter.
The 2% increase in Vaccines sales was principally attributable to the
growth of Infanrix/Pediarix, Fluarix/FluLaval and Boostrix, which was
largely offset by the decline of Cervarix in Japan, reflecting the
suspension of the recommendations for the use of HPV vaccines in
Japan, together with an adverse comparison with strong Cervarix
sales in 2012, which benefited from the final stages of the HPV
vaccination catch-up programme in Japan. Cervarix sales declined
37% to £172 million. Excluding Cervarix in Japan, Vaccines sales
increased by 5%.
Infanrix/Pediarix sales increased 9% to £862 million, with the growth
primarily reflecting stronger tender shipments in Europe and EMAP
as well as the benefit in the US of a competitor supply shortage.
Boostrix sales, which also benefited from a competitor supply issue in
the US, grew 19% to £288 million.
Sales of hepatitis vaccines fell 4% to £629 million, primarily reflecting
lower sales in the US as a result of the return of competing vaccines
to the market during the second half of 2012, together with declines
in Europe and China.
Synflorix sales increased 2% to £405 million, helped by strong
tender sales in Middle East/Africa and Latin America.
Rotarix sales grew 5% to £375 million, with strong growth in Middle
East/Africa and Europe partially offset by the impact of increased
competition in Japan.
Fluarix/FluLaval sales increased 25% to £251 million, following the
launch of the Quadrivalent formulation in the US.
GSK Annual Report 2013 61
Sales from new pharmaceutical and vaccine launches
Consumer Healthcare turnover
Total wellness
Oral care
Nutrition
Skin health
USA
Europe
ROW
2012
(restated)
£m
2013
£m
Growth
CER%
Growth
£%
1,935
1,884
1,096
272
5,187
2,057
1,806
1,050
257
5,170
2013
£m
951
1,819
2,417
5,187
2012
(restated)
£m
926
1,802
2,442
5,170
(5)
6
7
5
2
(6)
4
4
6
–
Growth
CER%
Growth
£%
1
(1)
4
2
3
1
(1)
–
Consumer Healthcare turnover grew 2% in the year. Excluding the
non-core OTC brands that were divested in H1 2012, turnover grew
4% reflecting overall growth in all three regions.
Total wellness
Total wellness sales, excluding the non-core OTC brands that
were divested in H1 2012, grew 1%. In both the US and Europe alli
reported strong growth, in large part due to being out of stock for
much of 2012. A severe cold and flu season in early 2013 helped
drive growth of several respiratory brands including Coldrex,
Beechams and Panadol Cold and Flu. This growth was partly offset
by a 57% reduction in sales in China of Contac, due to new shelving
requirements, and Fenbid, down 31%, in advance of mandatory price
reductions.
Oral care
Strong growth in Oral care sales was led by growth in Specialist
oral health, with Sensodyne Sensitivity and Acid erosion up 15%
and denture care brands up 9%, but Aquafresh was down 12%.
Nutrition
Nutrition sales grew 7% with strong growth in Rest of World markets,
led by Horlicks, up 14%, and Boost in India and key expansion markets
in the sub-continent. Lucozade grew 4% and Ribena grew 3%.
Skin health
Skin health sales grew 5%, led by Abreva in the US.
Regional performance
Excluding the non-core OTC products divested in 2012, US sales grew
2%, led by strong contributions from Oral care brands, alli and Abreva.
This was partially offset by declines in Gastro-intestinal products,
reflecting increased competitor activity, and Smoking control products
impacted by supply disruptions. In Europe, sales grew 3% helped by sales
of alli and strong growth in products for Respiratory health and Pain.
Oral care sales in Europe were flat, as strong growth in Sensodyne and
denture care brands was offset by a decline in Aquafresh, due in part to
supply issues in Q4 2013. Rest of World markets grew 6%, reflecting
growth across most categories and markets, particularly in India, partially
offset by a 23% reduction of sales in China, mainly due to the reduction
in sales of Contac and Fenbid.
Pharmaceuticals:
Arzerra
Benlysta
Duodart/Jalyn
Lamictal XR
Mekinist
Potiga/Trobalt
Prolia
Relvar/Breo Ellipta
Tafinlar
Tivicay
Votrient
Xgeva
Dermatology
Vaccines:
Synflorix
Nimenrix
2013
£m
2012
£m
Growth
CER%
Growth
£%
75
146
209
98
10
11
51
8
16
19
331
7
8
60
70
157
148
–
7
26
–
–
–
183
–
7
23
>100
31
(34)
–
43
96
–
–
–
80
>100
20
25
>100
33
(34)
–
57
96
–
–
–
81
>100
14
405
12
1,406
385
1
1,044
2
5
>100 >100
35
33
New products are those launched in the last five years (2009 to
2013 inclusive). Sales of new products were £1,406 million in 2013,
grew 33% in the year and represented 7% of Pharmaceuticals and
Vaccines turnover. In Q4 2013, sales of new products were
£465 million, grew 50% and represented 8% of Pharmaceuticals
and Vaccines turnover.
Tafinlar and Mekinist, both for metastatic melanoma, were approved
and launched in the US in Q2 2013. In Q3 2013, Tivicay, for the
treatment of HIV-1 patients, was approved and launched in the US
and Tafinlar was granted approval and launched in Europe. In
Q4 2013, Breo Ellipta was launched in the US for COPD and Relvar
Ellipta was granted approval in Europe for COPD and asthma and
launched in Q1 2014. In addition, launch activities are currently
underway for Anoro Ellipta, which was approved in the US for the
treatment of COPD in December 2013.
62 GSK Annual Report 2013
Strategic report Financial review
Core results
We use the core reporting basis to manage the performance of
the Group and the definition of core results is set out on page 58.
A review of the Group’s total results is set out on pages 66 to 67.
The reconciliation of total results to core results is presented
on page 65.
Cost of sales
Cost of sales
2013
% of
turnover
(28.5)
£m
(7,109)
£m
(7,549)
2012
(restated)
% of
Growth
turnover CER% £%
6
(26.9)
6
Core cost of sales was 28.5% of turnover compared with 26.9%
in 2012. Net of currency effects of 0.3 percentage points and the
impact of a 0.3 percentage point reduction to the 2012 cost of sales
percentage due to the settlement in early 2012 of a royalty agreement
and the conclusion of the Vesicare agreement, the cost of sales
percentage increased 1.0 percentage points. This reflected the
expected impact of the unwinding of costs of manufacturing volume
shortfalls, adverse mix and the impact of preparing for the launches
of new pipeline products, partially offset by ongoing cost
management, better price realisation and restructuring benefits.
Selling, general and administration
2013
% of
turnover
£m
2012
(restated)
% of
Growth
£m
turnover CER% £%
Selling, general
and administration
(7,928)
(29.9) (7,905)
(29.9)
1
–
Core SG&A costs as a percentage of sales were 29.9%, flat on
2012, as the net favourable year-on-year benefits of the Group’s
restructuring programmes and ongoing cost management efforts
funded investments in growth businesses and preparations for new
product launches.
Advertising and promotion expenses decreased 2%, Selling and
distribution decreased 1% and general administration increased 6%.
Research and development
2013
% of
turnover
£m
2012
(restated)
% of
Growth
£m
turnover CER% £%
Research and
development
(3,400)
(12.8) (3,485)
(13.2)
(3)
(2)
Core R&D expenditure declined 3% to £3,400 million (12.8% of
turnover) compared with £3,485 million (13.2% of turnover) in 2012.
This reflected the completion of a number of large trials, the phasing
of ongoing project spending as well as continuing cost management.
We remain focused on delivering an improved return on our
investment in R&D. Sales contribution, reduced attrition and cost
reduction are all important drivers of an improving internal rate of
return. R&D expenditure is not determined as a percentage of sales,
but instead capital is allocated using strict returns based criteria.
The operations of Pharmaceuticals R&D are broadly split into
Discovery activities (up to the completion of phase IIa trials) and
Development work (from phase IIb onwards).
The table below analyses core R&D expenditure by these categories:
Discovery
Development
Facilities and central support functions
Pharmaceuticals R&D
Vaccines R&D
Consumer Healthcare R&D
Core R&D
2013
£m
742
1,535
449
2,726
496
178
3,400
2012
(restated)
£m
800
1,655
377
2,832
498
155
3,485
The proportion of Pharmaceuticals R&D investment made in the
late-stage portfolio decreased from 58% of Pharmaceuticals R&D
costs in 2012 to 56% in 2013.
Royalty income
Royalty income was £387 million (2012: £306 million) and included
a prior year royalty catch-up adjustment recorded early in 2013.
Core operating profit
Core operating profit
2013
% of
turnover
£m
30.2 8,238
£m
8,015
2012
(restated)
% of
Growth
turnover CER% £%
(3)
31.2
–
Core operating profit was £8,015 million, flat in CER terms on
a turnover increase of 1%. The core operating margin of 30.2%
was 1.0 percentage points lower than in 2012. Excluding currency
effects, the margin declined 0.5 percentage points. This reflected
the negative impact of an expected increase in cost of sales, partially
offset by higher royalty income and lower R&D expenditure, as
the Group’s continuing restructuring programmes contributed
incremental year-on-year savings of around £400 million from
both ongoing and structural initiatives.
The contribution in 2013 from structural benefits was approximately
£115 million lower than in 2012. Total savings realised from changes
to post-retirement medical obligations in 2013 were approximately
£280 million. In 2012, the Group realised £395 million of savings
from the capping of future pensionable salary increases and a change
in the basis of future discretionary pension increases from RPI to CPI
in certain legacy plans.
GSK Annual Report 2013 63
Core operating profit by business
Net finance costs
2013
Margin
%
37.1
32.0
36.3
17.6
32.6
30.2
£m
6,633
1,096
7,729
913
8,642
(627)
8,015
2012
(restated)
Margin
Growth
% CER%
3
(8)
37.1
35.2
36.8
17.6
33.0
31.2
1
3
2
30
–
£%
–
(6)
(1)
1
(1)
28
(3)
£m
6,652
1,169
7,821
908
8,729
(491)
8,238
Pharmaceuticals
Vaccines
Pharmaceuticals and
Vaccines
Consumer Healthcare
Corporate & other
unallocated costs
Core operating profit
Finance income
Interest and other income
Fair value movements
Finance expense
Interest expense
Unwinding of discounts on liabilities
Remeasurements and fair value movements
Other finance expense
2013
£m
59
2
61
(726)
–
(5)
(22)
(753)
2012
£m
77
2
79
(745)
(10)
(24)
(24)
(803)
Core operating profit by segment
2013
% of
turnover
£m
2012
(restated)
% of
Growth
£m
turnover CER%
£%
Pharmaceuticals and
Vaccines
4,993
USA
2,829
Europe
1,468
EMAP
978
Japan
885
ViiV Healthcare
Pharmaceutical R&D (2,823)
69.4
54.8
31.2
59.0
63.9
4,786
2,629
1,560
1,179
849
(2,778)
68.4
52.6
33.0
59.9
61.8
3
3
(3)
4
3
1
4
8
(6)
(17)
4
2
Core net finance expense was £692 million compared with
£724 million in 2012, despite higher average net debt levels
during the year, largely driven by continuing share repurchases
and dividends to shareholders. This reflected our strategy to improve
the funding profile of the Group. Net debt at 31 December 2013
was £1.4 billion lower than at 31 December 2012, reflecting receipts
of £2.5 billion from the disposals of businesses, intangible assets,
Aspen shares and other investments realised largely at the end
of the year.
Share of after tax profits of associates and joint ventures
The share of after tax profits of associates of £43 million
(2012 – £29 million) principally arose from the Group’s holding
in Aspen Pharmacare.
Core profit before taxation
Core profit before tax
2013
% of
turnover
27.8
£m
7,543
£m
7,366
2012
(restated)
% of
Growth
turnover CER% £%
(2)
28.5
–
Taxation
Tax on core profit amounted to £1,695 million and included
recognition of US R&D credits reflected in the effective core tax
rate of 23.0% (2012: 24.4%).
We continue to believe that we have made adequate provision for
the liabilities likely to arise from periods which are open and not yet
agreed by tax authorities. The ultimate liability for such matters may
vary from the amounts provided and is dependent upon the outcome
of agreements with the relevant tax authorities or litigation.
Core earnings per share
Core EPS of 112.2p (2012 – 111.4p) increased 4% in CER terms
and 1% at actual exchange rates.
Dividend
The Board declared four interim dividends resulting in a dividend for
the year of 78 pence, a 4 pence increase on the dividend for 2012.
See Note 16 to the financial statements, ‘Dividends’.
Other trading and
unallocated
pharmaceuticals
Pharmaceuticals and
Vaccines
Consumer Healthcare
Corporate & other
unallocated costs
Core operating profit
(601)
(49.3)
(404)
(33.8)
31
49
7,729
913
8,642
36.3
17.6
32.6
7,821
908
8,729
(627)
8,015
(491)
30.2 8,238
36.8
17.6
33.0
31.2
1
3
2
30
–
(1)
1
(1)
28
(3)
64 GSK Annual Report 2013
Strategic report Financial review
Core results reconciliation – 31 December 2013
Turnover
Cost of sales
Gross profit
Selling, general and administration
Research and development
Royalty income
Other operating income
Operating profit
Net finance costs
Profit on disposal of interest in
associates and joint ventures
Share of after tax profits of
associates and joint ventures
Profit before taxation
Taxation
Tax rate
Profit after taxation
Profit attributable to
non-controlling interests
Profit attributable to shareholders
Earnings per share
Weighted average number of shares (millions)
Core
results
£m
26,505
(7,549)
18,956
(7,928)
(3,400)
387
–
8,015
(692)
–
43
7,366
(1,695)
23.0%
5,671
250
5,421
112.2p
4,831
Core results reconciliation – 31 December 2012 (restated)
Turnover
Cost of sales
Gross profit
Selling, general and administration
Research and development
Royalty income
Other operating income
Operating profit
Net finance costs
Share of after tax profits of
associates and joint ventures
Profit before taxation
Taxation
Tax rate
Profit after taxation
Profit attributable to
non-controlling interests
Profit attributable to shareholders
Earnings per share
Weighted average number of shares (millions)
Core
results
£m
26,431
(7,109)
19,322
(7,905)
(3,485)
306
8,238
(724)
29
7,543
(1,838)
24.4%
5,705
235
5,470
111.4p
4,912
Intangible
amortisation
£m
Intangible
impairment
£m
Major
restructuring
£m
Legal
charges
£m
Acquisition
accounting
and other
£m
(450)
(450)
(408)
(408)
(97)
(331)
(178)
(178)
(300)
(39)
(252)
(547)
(739)
(517)
(252)
(56)
1,124
1,068
Total
results
£m
26,505
(8,585)
17,920
(8,480)
(3,923)
387
1,124
7,028
(6)
(8)
(706)
282
282
(547)
149
(739)
226
(523)
145
(252)
1,342
9
147
(398)
(513)
(378)
(243)
1,489
43
6,647
(1,019)
15.3%
5,628
(398)
(8.2)p
(513)
(10.7)p
(378)
(7.8)p
(243)
(5.0)p
(58)
1,547
192
5,436
32.0p
112.5p
4,831
Acquisition
accounting
and other
£m
(1)
(1)
(30)
1,256
1,225
Total
results
£m
26,431
(7,925)
18,506
(8,789)
(3,979)
306
1,256
7,300
Intangible
amortisation
£m
Intangible
impairment
£m
Major
restructuring
£m
Legal
charges
£m
(378)
(378)
(309)
(309)
(99)
(384)
(128)
(128)
(418)
(11)
(436)
(477)
(693)
(557)
(436)
(1)
(558)
(285)
(4)
(729)
1,221
29
6,600
(290)
(1,922)
(436)
150
(477)
145
(693)
196
(332)
(497)
(843)
(286)
931
29.1%
4,678
(332)
(136)
(361)
10
(853)
(286)
70
861
179
4,499
(6.8)p
(7.3)p
(17.4)p
(5.8)p
17.5p
91.6p
4,912
GSK Annual Report 2013 65
2012
(restated)
% of
2013
% of
£m turnover
26,505
(8,585)
100 26,431
(7,925)
(32.4)
£m turnover CER%
1
100
8
(30.0)
Growth
£%
–
8
Other operating income
Other operating income of £1,124 million (2012 – £1,256 million)
included the profit on the disposal of the Lucozade and Ribena
business and the anti-coagulant products of £1,331 million. The
2012 income included gains on the profit on disposal of the non-core
OTC brands of £559 million and the gain of £581 million arising on
the revaluation of pre-existing collaborations as part of the HGS and
ViiV Healthcare/Shionogi joint venture acquisitions.
Total results
Turnover
Cost of sales
Selling, general
and administration
Research and
development
Royalty income
Other operating
income
Operating profit
Net finance costs
Profit on disposal of
interest in associates
Share of after tax
profits of associates
and joint ventures
Profit before taxation
Taxation
Total profit after
taxation for the year
Total profit attributable
to shareholders
Earnings per share (p)
Earnings per ADS
(US$)
(8,480)
(32.0) (8,789)
(33.3)
(3)
(4)
)
(3,923
387
(14.8
)
1.5
)
(3,979
306
)
(15.1
1.2
)
(2
25
(1)
26
1,124
7,028
(706)
26.5
4.2 1,256
7,300
(729)
282
–
4.8
27.6
(10)
(1)
(11)
(4)
43
6,647
(1,019)
5,628
5,436
112.5
3.53
29
6,600
(1,922)
4,678
4,499
91.6
2.91
4
1
24
20
27
23
Cost of sales
Total cost of sales was 32.4% of turnover compared with 30.0%
in 2012. The increase primarily reflected the expected impact of the
unwinding of costs of manufacturing volume shortfalls, adverse mix
effects, the impact of preparing for the launches of new pipeline
products and higher amortisation and impairments of intangible
assets, partially offset by ongoing cost management, better price
realisation and restructuring benefits.
Selling, general and administration
Total SG&A costs decreased to 32.0% of turnover compared with
33.3% in 2012, reflecting lower legal and restructuring charges.
The net favourable year-on-year benefits of the Group’s restructuring
programmes and ongoing cost management efforts funded
investments in growth businesses and preparations for new
product launches.
Advertising and promotion expenses decreased 2%, selling and
distribution fell 1% and general and administration decreased 5%,
primarily reflecting lower legal charges.
Research and development
Total R&D expenditure declined 2% to £3,923 million (14.8% of
turnover) compared with £3,979 million (15.1% of turnover) in 2012.
This reflected the completion of a number of large trials, the phasing
of ongoing project spending as well as continuing cost management,
partially offset by higher restructuring and required regulatory
charges.
66 GSK Annual Report 2013
Operating profit
Total operating profit was £7,028 million compared with
£7,300 million in 2012. The non-core items resulted in total net
charges of £987 million in 2013 (2012 – £938 million).
The intangible asset amortisation of £547 million (2012 – £477 million)
included £94 million related to the amortisation of the Benlysta
intangible asset acquired as part of the HGS acquisition in late 2012.
Intangible asset impairments of £739 million (2012 – £693 million)
included write-offs of several R&D assets, together with the partial
impairment of Lovaza, reflecting a reassessment of the Group’s
expectations on the likelihood of potential generic competition.
Major restructuring charges of £517 million (2012 – £557 million)
comprised £238 million under the Operational Excellence
programme, £260 million under the Major Change programme
and £19 million related to the acquisition of HGS.
The Operational Excellence programme was initiated in 2007 and
after several expansions is expected to cost approximately £4.85
billion. It is expected to deliver annual pre-tax savings of approximately
£2.9 billion by the end of 2014.
The Major Change programme focuses on opportunities to simplify our
supply chain processes, build the Group’s capabilities in manufacturing
and R&D, and restructure our European Pharmaceuticals business.
The programme is expected to cost £1.5 billion, of which the non-cash
charge will be £350 million, and is expected to deliver annual pre-tax
savings of at least £1.0 billion by 2016.
Legal charges of £252 million (2012 – £436 million) principally
related to provisions for existing product liability matters.
Acquisition accounting and other credits of a net £1,068 million (2012
– £1,225 million credit) included items related to major acquisitions,
business, equity investment and asset disposals, one-off required
regulatory charges in R&D and certain other adjusting items. The 2013
net credit included gains on the disposals of the Lucozade and Ribena
business and the anti-coagulant products of £1,331 million. The 2012
net credit included gains on the profit on disposal of the non-core OTC
brands of £559 million and the gain of £581 million arising on the
revaluation of pre-existing collaborations as part of the HGS and ViiV
Healthcare/Shionogi joint venture acquisitions.
Net finance costs
Finance income
Interest and other finance income
Fair value movements
Finance expense
Interest expense
Unwinding of discounts on liabilities
Remeasurements and fair value movements
Other finance expense
2013
£m
59
2
61
(726)
(14)
(5)
(22)
(767)
2012
£m
77
2
79
(745)
(15)
(24)
(24)
(808)
Total net finance expense was £706 million compared with £729
million in 2012, despite higher average net debt levels during the year,
reflecting our strategy to improve the funding profile of the Group.
Strategic report Financial review
Profit on disposal of interest in associates
The pre-tax profit on disposal of interest in associates was
£282 million (2012 – £nil) and reflected the disposal of 28.2 million
ordinary shares in Aspen Pharmacare for £429 million.
Share of after tax profits of associates and joint ventures
The share of after tax profits of associates of £43 million
(2012 – £29 million) principally arose from the Group’s holdings in
Aspen Pharmacare.
Profit before taxation
Taking account of net finance costs, the profit on disposal of interest
in associates and the share of profits of associates, profit before
taxation was £6,647 million compared with £6,600 million in 2012,
a 4% CER increase and a 1% increase in sterling terms.
Taxation
UK corporation tax at the UK statutory rate
Less double taxation relief
Overseas taxation
Current taxation
Deferred taxation
Taxation on total profits
2013
£m
265
–
265
1,284
1,549
(530)
1,019
2012
(restated)
£m
350
(180)
170
1,510
1,680
242
1,922
The charge for taxation on total profits amounted to £1,019 million
and represented an effective tax rate of 15.3% (2012 – 29.1%),
reflecting the differing tax effects of the various non-core items.
It included a net deferred tax charge of £234 million related
to the unwinding of deferred profit in inventory as existing inventory
produced prior to the 2012 restructuring of the supply chain is sold.
The 2013 charge for taxation on total profits also included deferred
tax credits of £393 million, primarily reflecting continuing
restructuring of the supply chain compared to a predominantly non
cash deferred tax charge of £420 million in 2012. The Group’s
balance sheet at 31 December 2013 included a tax payable liability
of £1,452 million and a tax recoverable asset of £129 million.
We continue to believe that we have made adequate provision
for the liabilities likely to arise from periods which are open and not
yet agreed by tax authorities. The ultimate liability for such matters
may vary from the amounts provided and is dependent upon the
outcome of agreements with relevant tax authorities or litigation.
Earnings per share
Total earnings per share was 112.5p for the year, compared
with 91.6p in 2012 and non-core net credits totalled 0.3p
(2012 – 19.8p charges).
Critical accounting policies
The consolidated financial statements are prepared in accordance
with IFRS, as adopted for use in the European Union, and also with
IFRS as issued by the IASB, following the accounting policies
approved by the Board and described in Note 2 to the financial
statements, ‘Accounting principles and policies’. We are required to
make estimates and assumptions that affect the amounts of assets,
liabilities, revenue and expenses reported in the financial statements.
Actual amounts and results could differ from those estimates.
The critical accounting policies, for which information on the
judgements and estimates made is given in Note 3 to the financial
statements, ‘Key accounting judgements and estimates’, and in
the relevant detailed notes to the financial statements as indicated
below, relate to the following areas:
• Turnover
• Taxation (Note 14)
• Legal and other disputes (Notes 29 and 44)
•
Impairments of goodwill and other intangible assets
(Notes 18 and 19)
• Pensions and other post-employment benefits (Note 28).
Information on the judgements and estimates made in these areas
is given in Note 3 to the financial statements, ‘Key accounting
judgements and estimates’.
Turnover
In respect of the Turnover accounting policy, our largest business
is US Pharmaceuticals and Vaccines, and the US market has the
most complex arrangements for rebates, discounts and allowances.
The following briefly describes the nature of the arrangements in
existence in our US Pharmaceuticals and Vaccines business:
• We have arrangements with certain indirect customers whereby
the customer is able to buy products from wholesalers at reduced
prices. A chargeback represents the difference between the
invoice price to the wholesaler and the indirect customer’s
contractual discounted price. Accruals for estimating chargebacks
are calculated based on the terms of each agreement, historical
experience and product growth rates
• Customer rebates are offered to key managed care and group
purchasing organisations (GPO) and other direct and indirect
customers. These arrangements require the customer to achieve
certain performance targets relating to the value of product
purchased, formulary status or pre-determined market shares
relative to competitors. The accrual for customer rebates is
estimated based on the specific terms in each agreement,
historical experience and product growth rates
• The US Medicaid programme is a state-administered programme
providing assistance to certain poor and vulnerable patients.
In 1990, the Medicaid Drug Rebate Program was established
to reduce state and federal expenditure on prescription drugs.
In 2010, the Patient Protection and Affordable Care Act became
law. We participate by providing rebates to states. Accruals for
Medicaid rebates are calculated based on the specific terms of
the relevant regulations or the Patient Protection and Affordable
Care Act
• Cash discounts are offered to customers to encourage prompt
payment. These are accrued for at the time of invoicing and
adjusted subsequently to reflect actual experience
• We record an accrual for estimated sales returns by applying
historical experience of customer returns to the amounts invoiced,
together with market related information such as stock levels at
wholesalers, anticipated price increases and competitor activity.
GSK Annual Report 2013 67
Legal and other disputes
In respect of the accounting policy for Legal and other disputes,
the following briefly describes the process by which we determine
the level of provision that is necessary.
In accordance with the requirements of IAS 37, ‘Provisions,
contingent liabilities and contingent assets’, we provide for
anticipated settlement costs where an outflow of resources is
considered probable and a reliable estimate may be made of the
likely outcome of the dispute and legal and other expenses arising
from claims against the Group. We may become involved in
significant legal proceedings, in respect of which it is not possible
to make a reliable estimate of the expected financial effect, if any,
that could result from ultimate resolution of the proceedings. In these
cases, appropriate disclosure about such cases would be included
in the Annual Report, but no provision would be made.
This position could change over time and, therefore, there can be no
assurance that any losses that result from the outcome of any legal
proceedings will not exceed by a material amount the amount of the
provisions reported in the Group’s financial statements.
Like many pharmaceutical companies, we are faced with various
complex product liability, anti-trust and patent litigation, as well as
investigations of its operations conducted by various governmental
regulatory agencies. Throughout the year, the General Counsel of
the Group, as head of the Group’s legal function, and the Senior
Vice President and Head of Global Litigation for the Group, who is
responsible for all litigation and government investigations, routinely
brief the Chief Executive Officer, the Chief Financial Officer and the
Board of Directors on the significant litigation pending against the
Group and governmental investigations of the Group.
These meetings, as appropriate, detail the status of significant
litigation and government investigations and review matters such as
the number of claims notified to us, information on potential claims
not yet notified, assessment of the validity of claims, progress made
in settling claims, recent settlement levels and potential
reimbursement by insurers.
The meetings also include an assessment of whether or not there
is sufficient information available for us to be able to make a reliable
estimate of the potential outcomes of the disputes. Often, external
counsel assisting us with various litigation matters and investigations
will also assist in the briefing of the Board and senior management.
Following these discussions, for those matters where it is possible to
make a reliable estimate of the amount of a provision, if any, that may
be required, the level of provision for legal and other disputes is
reviewed and adjusted as appropriate.
A reconciliation of gross turnover to net turnover for the US
Pharmaceuticals and Vaccines business is as follows:
2013
Margin
%
100
£m
10,066
2012
(restated)
Margin
%
100
£m
9,758
2011
(restated)
£m
9,770
%
100
(1,136)
(11)
(1,035)
(10)
(885)
(9)
(1,450)
(184)
(14)
(2)
(1,463)
(177)
(15)
(2)
(1,521)
(176)
(15)
(2)
(83)
(1)
(147)
(1)
(105)
(1)
89
(110)
(2,874)
7,192
1
(2)
(29)
71
129
(65)
(2,758)
7,000
1
(1)
(28)
72
94
(155)
(2,748)
7,022
1
(2)
(28)
72
Gross turnover
Market driven
segments
Government
mandated and state
programs
Cash discounts
Customer
returns
Prior year
adjustments
Other items
Total deductions
Net turnover
Market driven segments consist primarily of Managed Care and
Medicare plans with which GSK negotiates contract pricing that is
honoured via rebates and chargebacks. Mandated segments consist
primarily of Medicaid and Federal government programs which
receive government mandated pricing via rebates and chargebacks.
The total balance sheet accruals for rebates, discounts, allowances
and returns in the US Pharmaceuticals and Vaccines business at
31 December 2013 and 31 December 2012 were as follows:
Managed care, Medicare Part D
and GPO rebates
US government and state programs
Cash discounts
Customer returns
Other
Total
At 31
December
2013
£m
At 31
December
2012
£m
413
540
21
194
20
1,188
390
559
21
217
23
1,210
A monthly process is operated to monitor inventory levels at
wholesalers for any abnormal movements. This process uses gross
sales volumes, prescription volumes based on third party data
sources and information received from key wholesalers. The aim of
this is to maintain inventories at a consistent level from year to year
based on the pattern of consumption.
On this basis, US Pharmaceuticals and Vaccines inventory levels at
wholesalers and in other distribution channels at 31 December 2013
were estimated to amount to approximately five weeks of turnover.
This calculation uses third party information, the accuracy of which
cannot be totally verified, but is believed to be sufficiently reliable for
this purpose.
68 GSK Annual Report 2013
Strategic report Financial review
Financial position and resources
Assets
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investments in associates and joint ventures
Other investments
Deferred tax assets
Derivative financial instruments
Other non-current assets
Total non-current assets
Current assets
Inventories
Current tax recoverable
Trade and other receivables
Derivative financial instruments
Liquid investments
Cash and cash equivalents
Assets held for sale
Total current assets
Total assets
Liabilities
Current liabilities
Short-term borrowings
Trade and other payables
Derivative financial instruments
Current tax payable
Short-term provisions
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Pensions and other post-employment benefits
Other provisions
Derivative financial instruments
Other non-current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Retained earnings
Other reserves
Shareholders’ equity
Non-controlling interests
Total equity
Property, plant and equipment
Our business is science-based, technology-intensive and highly
regulated by governmental authorities. We allocate significant
financial resources to the renewal and maintenance of our property,
plant and equipment to minimise risks of interruption of production
and to achieve compliance with regulatory standards. A number of
our processes use chemicals and hazardous materials.
The total cost of our property, plant and equipment at 31 December
2013 was £18,853 million, with a net book value of £8,872 million.
Of this, land and buildings represented £3,909 million, plant and
equipment £2,509 million and assets in construction £2,454 million.
In 2013, we invested £1,235 million in new and renewal property,
plant and equipment. This is mainly related to a large number of
projects for the renewal, improvement and expansion of facilities
at various worldwide sites. Property is mainly held freehold. New
investment is financed from our liquid resources. At 31 December
2013, we had contractual commitments for future capital expenditure
of £443 million and operating lease commitments of £777 million.
We believe that our facilities are adequate for our current needs.
We observe stringent procedures and use specialist skills to manage
environmental risks from our activities. Environmental issues,
sometimes dating from operations now modified or discontinued,
are reported under ‘Our Planet’ on page 57 and in Note 44 to the
financial statements, ‘Legal proceedings’.
Goodwill
Goodwill decreased during the year to £4,205 million at December
2013, from £4,359 million. The decrease primarily reflects a
weakening of overseas currencies.
Other intangible assets
Other intangible assets include the cost of intangibles acquired from
third parties and computer software. The net book value of other
intangible assets as at 31 December 2013 was £9,283 million (2012
– £10,161 million). The decrease in 2013 reflected assets acquired
from the acquisition of Okairos AG of £190 million, capitalised
development costs of £246 million and £183 million of computer
software costs, more than offset by the amortisation and impairment
of existing intangibles of £682 million and £745 million, respectively.
Investments
We held investments, including associates and joint ventures,
with a carrying value at 31 December 2013 of £1,525 million
(2012 – £1,366 million). The market value at 31 December 2013
was £2,212 million (2012 – £1,968 million). The largest of these
investments are in an associate, Aspen Pharmacare Holdings
Limited, which had a book value at 31 December 2013 of £229
million (2012 – £430 million) and an investment in Theravance,
Inc. which had a book value at 31 December 2013 of £644 million
(2012 – £362 million). During the year we sold 28.2 million shares
in Aspen Pharmacare Holdings Limited, representing 6.2% of our
interest, for £429 million. The investments include equity stakes in
companies where the Group has research collaborations, which
provide access to biotechnology developments of potential interest
and interests in companies that arise from business divestments.
2013
£m
2012
(restated)
£m
8,872
4,205
9,283
323
1,202
2,084
1
889
26,859
3,900
129
5,442
155
66
5,534
1
15,227
42,086
8,776
4,359
10,161
579
787
2,391
54
682
27,789
3,969
103
5,242
49
81
4,184
64
13,692
41,481
(2,789)
(8,317)
(127)
(1,452)
(992)
(13,677)
(3,631)
(8,054)
(63)
(1,374)
(693)
(13,815)
(15,456)
(693)
(2,189)
(552)
(3)
(1,704)
(20,597)
(34,274)
7,812
(14,671)
(1,004)
(3,121)
(699)
(2)
(1,432)
(20,929)
(34,744)
6,737
1,336
2,595
913
2,153
6,997
815
1,349
2,022
642
1,787
5,800
937
7,812
6,737
GSK Annual Report 2013 69
Derivative financial instruments: assets
We had both non-current and current derivative financial instruments
held at fair value of £156 million (2012 – £103 million). The majority
of this amount relates to interest rate swaps and foreign exchange
contracts both designated and non-designated (inter-company loans
and deposits) as accounting hedges.
Inventories
Inventory of £3,900 million has decreased by £69 million during the
year. The decrease reflects the impact of the disposal of the Lucozade/
Ribena and anti-coagulant products businesses partly offset by higher
vaccine stocks and stockbuilding for new product launches.
Trade and other receivables
Trade and other receivables of £5,442 million have increased from
2012 reflecting the receivable due from Aspen in respect of the
inventory and a manufacturing site which formed part of the disposal
of the anti-coagulants products business partly offset by a weakening
of overseas currencies.
Derivative financial instruments: liabilities
We held both non-current and current derivative financial
instruments at fair value of £130 million (2012 – £65 million).
This primarily relates to foreign exchange contracts both designated
and non-designated (inter-company loans and deposits, external
debt and legal provisions) as accounting hedges.
Trade and other payables
Trade and other payables amounting to £8,317 million have increased
from £8,054 million in 2012, reflecting the current year accrual in
respect of the acquisition of further shares in the Group’s Indian
Pharmaceutical subsidiary of £635 million partly offset by the effect
of the increased shareholding in the Indian Consumer Healthcare
subsidiary accrued in 2012, together with a weakening of overseas
currencies.
Provisions
We carried deferred tax provisions and other short-term and
non-current provisions of £2,237 million at 31 December 2013
(2012 – £2,396 million) in respect of estimated future liabilities, of
which £646 million (2012 – £527 million) related to legal and other
disputes. Provision has been made for legal and other disputes,
indemnified disposal liabilities, employee related liabilities and the
costs of restructuring programmes to the extent that at the balance
sheet date a legal or constructive obligation existed and could be
reliably estimated.
Pensions and other post-employment benefits
We account for pension and other post-employment arrangements
in accordance with IAS 19. The deficits, net of surpluses before
allowing for deferred taxation were £613 million (2012 – £1,312
million) on pension arrangements and £1,246 million (2012 – £1,685
million) on unfunded post-employment liabilities.
In December 2010, the UK scheme purchased an insurance contract
that will guarantee payment of specified pensioner liabilities. This
contract was valued at £775 million at 31 December 2013.
Net debt
Cash, cash equivalents and liquid investments
Borrowings – repayable within one year
Borrowings – repayable after one year
Net debt
2013
£m
5,600
(2,789)
(15,456)
(12,645)
2012
£m
4,265
(3,631)
(14,671)
(14,037)
70 GSK Annual Report 2013
Net debt decreased by £1,392 million and reflected the receipts
of £2.5 billion from the disposals of the Lucozade/Ribena and
anti-coagulant products businesses, intangible assets, part of the
Group’s investment in Aspen Pharmacare Holdings Limited and
other investments. The impact of these was partly offset by the
consideration paid to increase the shareholding in the Group’s
Indian Consumer Healthcare subsidiary from 43.2% to 72.5% at a
cost of £588 million and to acquire Okarios AG for £205 million.
The Group’s strong cash generation enabled the financing of share
repurchases of £1.5 billion and dividend payments of £3.7 billion.
Movements in net debt
Net debt at beginning of year
Increase/(decrease) in cash and bank overdrafts
Cash inflow from liquid investments
Net increase in long-term loans
Net repayment of short-term loans
Debt of subsidiary undertakings acquired
Exchange movements
Other movements
Net debt at end of year
2013
£m
(14,037)
1,473
(15)
(1,913)
1,872
(6)
(34)
15
(12,645)
2012
£m
(9,003)
(1,607)
(224)
(4,430)
816
(3)
385
29
(14,037)
Total equity
At 31 December 2013, total equity had increased from £6,737 million
at 31 December 2012 to £7,812 million. The increase arose principally
from a reduction in the pension deficit of £699 million, a reduction in
the post-retirement provision of £439 million and retained profits in
the year exceeding shares repurchased, partly offset by the liability of
£635 million arising from the open offer to purchase shares held by
the non-controlling interest in the Group’s Indian Pharmaceutical
subsidiary, GlaxoSmithKline Pharmaceuticals Limited.
A summary of the movements in equity is set out below.
Total equity at beginning of year
Prior year adjustment - IAS 19R
At 1 January, as restated
Total comprehensive income for the year
Dividends to shareholders
Shares issued
Changes in non-controlling interests
Forward contract relating to non-controlling
interest
Shares purchased and cancelled or held
as Treasury shares
Consideration received for shares transferred
by ESOP Trusts
Shares acquired by ESOP Trusts
Share-based incentive plans
Tax on share-based incentive plans
Distributions to non-controlling interests
Total equity at end of year
2013
£m
6,747
(10)
6,737
6,215
(3,680)
585
(625)
2012
(restated)
£m
8,827
(13)
8,814
4,014
(3,814)
356
(218)
–
8
(1,504)
(2,493)
–
(45)
294
73
(238)
7,812
58
(37)
211
9
(171)
6,737
The changes in non-controlling interests in the year primarily arose
from the voluntary open offer to acquire further shares in GSK
Pharmaceuticals Ltd, the Group’s Pharmaceutical subsidiary in India.
Strategic report Financial review
Share purchases
In 2013, the Employee Share Ownership Plan (ESOP) Trusts
acquired £45 million of shares in GlaxoSmithKline plc (2012 –
£37 million). Shares are held by the Trusts to satisfy future exercises
of options and awards under the Group share option and award
schemes. A proportion of the shares held by the Trusts are in respect
of awards where the rules of the scheme require us to satisfy
exercises through market purchases rather than the issue of new
shares. The shares held by the Trusts are matched to options and
awards granted.
At 31 December 2013, the ESOP Trusts held 64 million (2012 –
75 million) GSK shares against the future exercise of share options
and share awards. The carrying value of £355 million (2012 –
£391 million) has been deducted from other reserves. The market
value of these shares was £1,025 million (2012 – £1,004 million).
During 2013, 92.4 million shares were repurchased at a cost of
£1,504 million (see Note 33 ‘Share capital and share premium
account’). We are currently targeting further repurchases of £1-2
billion during 2014. The exact amount and timing of future purchases,
and whether the shares will be held as Treasury shares or be
cancelled, will be determined by the company and is dependent on
market conditions and other factors. At 31 December 2013, we held
487.4 million shares as Treasury shares (2012 – 495 million shares),
at a cost of £6,829 million (2012 – £6,602 million), which has been
deducted from retained earnings.
No shares were purchased in the period 1 January 2014 to 5
February 2014.
Commitments and contingent liabilities
Financial commitments are summarised in Note 40 to the financial
statements, ‘Commitments’. Other contingent liabilities and
obligations in respect of short and long-term debt are set out in
Note 31 to the financial statements, ‘Contingent liabilities’ and
Note 32 to the financial statements, ‘Net debt’.
Amounts provided for pensions and post-retirement benefits are set
out in Note 28 to the financial statements, ‘Pensions and other
post-employment benefits’. Amounts provided for restructuring
programmes and legal, environmental and other disputes are set out
in Note 29 to the financial statements, ‘Other provisions’.
Contractual obligations and commitments
The following table sets out our contractual obligations and
commitments at 31 December 2013 as they fall due for payment.
Loans
Interest on loans
Finance lease obligations
Finance lease charges
Operating lease
commitments
Intangible assets
Property, plant & equipment
Investments
Purchase commitments
Pensions
Other commitments
Total
Total Under 1 yr
£m
3-5 yrs
£m
1-3 yrs
£m
5 yrs+
£m
2,747 2,689 3,903 8,942
674 1,244 1,049 7,096
5
27
–
2
36
4
12
1
£m
18,281
10,063
80
7
777
7,056
443
111
614
510
233
38,175
110
170
134
363
419 1,107 1,251 4,279
–
372
14
29
205
–
85
85
–
75
4,769 5,926 6,696 20,784
2
15
148
170
35
69
53
261
170
123
Commitments in respect of loans and future interest payable on loans
are disclosed before taking into account the effect of derivatives.
We have entered into a number of research collaborations to develop
new compounds with other pharmaceutical companies. The terms of
these arrangements can include upfront fees, equity investments,
loans and commitments to fund specified levels of research. In
addition, we will often agree to make further payments if future
‘milestones’ are achieved.
As some of these agreements relate to compounds in the early
stages of development, the potential obligation to make milestone
payments will continue for a number of years if the compounds move
successfully through the development process. Generally, the closer
the product is to marketing approval, the greater the possibility of
success. The amounts shown above within intangible assets
represent the maximum that would be paid if all milestones were
achieved, and include £5.2 billion which relates to externalised
projects in the discovery portfolio. A number of new commitments
were made in 2013 under licensing and other agreements, including
arrangements with Adimab LLC, Immunocore Ltd and MorphoSys AG.
In 2013, we reached an agreement with the trustees of the UK
pension schemes to make additional contributions over a three year
period, including in 2013, to eliminate the pension deficit identified
at the 31 December 2011 actuarial funding valuation. If the deficit
persists, further contributions would be payable in the following four
years depending on the level of deficit. The table above includes
this commitment but excludes the normal ongoing annual funding
requirement in the UK of approximately £120 million. For further
information on pension obligations, see Note 28 to the financial
statements, ‘Pensions and other post-employment benefits’.
Contingent liabilities
The following table sets out contingent liabilities, comprising
discounted bills, performance guarantees, letters of credit and other
items arising in the normal course of business, and when they are
expected to expire.
Total Under 1 yr 1-3 yrs 3-5 yrs 5 yrs+
£m
£m
£m
£m
£m
Guarantees
Other contingent liabilities
Total
103
95
198
75
2
77
2
27
29
1
18
19
25
48
73
In the normal course of business, we have provided various
indemnification guarantees in respect of business disposals in
which legal and other disputes have subsequently arisen. A provision
is made where an outflow of resources is considered probable and
a reliable estimate can be made of the likely outcome of the dispute
and this is included in Note 29 to the financial statements, ‘Other
provisions’.
We provide for the outcome of tax, legal and other disputes when an
outflow of resources is considered probable and a reliable estimate
of the outflow may be made. At 31 December 2013, other than for
those disputes where provision has been made, it was not possible
to make a reliable estimate of the potential outflow of funds that might
be required to settle disputes where the possibility of there being an
outflow was more than remote.
The ultimate liability for such matters may vary significantly from the
amounts provided and is dependent upon the outcome of litigation
proceedings and negotiations with the relevant tax authorities. This is
discussed further in ‘Risk factors’ on pages 232 to 241 and Notes 14
and 44 to the financial statements, ‘Taxation’ and ‘Legal proceedings’.
GSK Annual Report 2013 71
Cash generation and conversion
A summary of the consolidated cash flow is set out below.
Net cash inflow from operating activities
Net cash inflow/(outflow) from investing activities
Net cash outflow from financing activities
Increase/(decrease) in cash and bank overdrafts
Cash and bank overdrafts at beginning of year
Increase/(decrease) in cash and bank overdrafts
Exchange adjustments
Cash and bank overdrafts at end of year
Cash and bank overdrafts at end of year
comprise:
Cash and cash equivalents
Overdrafts
2013
£m
7,222
524
(6,273)
1,473
3,906
1,473
(148)
5,231
2012
£m
4,375
(2,631)
(3,351)
(1,607)
5,605
(1,607)
(92)
3,906
5,534
(303)
5,231
4,184
(278)
3,906
The net cash inflow from operating activities for the year was £7,222
million (2012 – £4,374 million). The increase primarily reflected legal
settlements being some £2.5 billion lower than in 2012, together with
the phasing of restructuring expenditure, lower tax payments and
pension contributions, partially offset by a smaller reduction in
working capital compared with 2012 given supply chain investments
in inventory and launch preparation.
Free cash flow
Free cash flow is the amount of cash generated by the business after
meeting our obligations for interest, tax and dividends paid to
non-controlling interests, and after capital expenditure on property,
plant and equipment and intangible assets.
Free cash flow (£m)
Free cash flow growth (%)
2013
4,657
>100%
2012
2,049
(51)%
Free cash flow was £4,657 million for the year. The increase on 2012
primarily reflected the impact of lower tax payments and special UK
pension contributions, partly offset by a smaller reduction in working
capital and increased expenditure on property, plant and equipment.
We paid dividends to shareholders of £3,680 million, and spent
£1,504 million on repurchasing shares.
A reconciliation of net cash inflow from operating activities, which is the
closest equivalent IFRS measure, to free cash flow is shown below.
Reconciliation of free cash flow
Net cash inflow from operating activities
Purchase of property, plant and equipment
Purchase of intangible assets
Disposal of property, plant and equipment
Interest paid
Interest received
Dividends received from joint ventures and
associated undertakings
Distributions to non-controlling interests
Free cash flow
2013
£m
7,222
(1,188)
(513)
46
(749)
59
18
(238)
4,657
2012
£m
4,375
(1,051)
(469)
68
(779)
30
46
(171)
2,049
Investment appraisal
We have a formal process for assessing potential investment
proposals in order to ensure decisions are aligned with our overall
strategy. This process includes an assessment of the cash flow return
on investment (CFROI), as well as its net present value (NPV) and
internal rate of return (IRR) where the timeline for the project is very
long term. We also consider the impact on earnings and credit profile
where relevant.
The discount rate used to perform financial analyses is decided
internally, to allow determination of the extent to which investments
cover our cost of capital. For specific investments the discount rate
may be adjusted to take into account country or other risk weightings.
Capital expenditure and financial investment
Cash payments for tangible and intangible fixed assets amounted
to £1,701 million (2012 - £1,520 million) and disposals realised
£2,033 million (2012 – £1,124 million). Cash payments to acquire
equity investments of £133 million (2012 – £229 million) were made
in the year and sales of equity investments realised £59 million
(2012 – £28 million).
Future cash flow
We expect that future operating cash flow will be sufficient to fund
our operating and debt service costs, to satisfy normal levels of
capital expenditure, to meet obligations under existing licensing
agreements, to meet the expenditure arising from the major
restructuring programmes (the precise timing of which is uncertain)
outlined in Note 10 to the financial statements, ‘Major restructuring
costs’ and to meet other routine outflows including tax and dividends,
subject to the ‘Risk factors’ discussed on pages 232 to 241. We may
from time to time have additional demands for finance, such as for
acquisitions and share repurchases. We have access to other
sources of liquidity from short and long-term capital markets and
banks and other financial institutions, in addition to the cash flow
from operations, for such needs.
Working capital
Working capital percentage of turnover (%)
Working capital conversion cycle (days)
2013
19%
176
2012
21%
194
Our working capital programme has continued to make progress
with further improvements in the collection of receivables and more
effective management of payables balances. During the year a
number of initiatives were implemented across our supply chains
supporting the Pharmaceutical, Vaccines and Consumer Healthcare
businesses that have provided stronger end-to-end accountability in
each case. These programmes are at an early stage but have already
reduced volatility and improved responsiveness allowing better
inventory management. The net impact on inventory has been limited
in 2013 as significant investments have also been made in improving
service levels and preparing for new product launches.
The reported working capital conversion cycle days are distorted
by divestments made during the year and the intangible asset
impairments included in the denominator used in the conversion
cycle computation. The year-end 2013 and 2012 conversion cycles,
adjusted for these factors, were around 190 days and around 200
days, respectively, a reduction of 10 days.
72 GSK Annual Report 2013
Strategic report Financial review Maturity profile of gross debt
Maturity profile of gross debt
£m equivalent
3,000
2,500
2,000
1,500
1,000
500
0
2014 2015 2016 2017 2018
2022
2023
2025
2027
2033 2034
2038 2039
2042
2043
2045
GBP bonds EUR bonds USD bonds Commercial Paper Other bank borrowings Leases
Treasury policies
GSK reports in Sterling and pays dividends out of sterling profits.
The role of Corporate Treasury is to monitor and manage our external
and internal funding requirements and financial risks in support of our
strategic objectives. GSK operates on a global basis, primarily through
subsidiary companies, and we manage our capital to ensure that our
subsidiaries are able to operate as going concerns and to optimise
returns to shareholders through an appropriate balance of debt and
equity. Treasury activities are governed by policies approved by the
Board of Directors, most recently on 9 July 2013. A Treasury
Management Group (TMG) meeting chaired by our Chief Financial
Officer, takes place on a monthly basis to review treasury activities.
Its members receive management information relating to treasury
activities.
Capital management
Our financial strategy supports the Group’s strategic priorities and
it is regularly reviewed by the Board. We manage the capital structure
of the Group through an appropriate mix of debt and equity.
GSK’s financial architecture is designed to support the delivery of
the Group’s strategy, and to enhance returns to shareholders. There
are four key priorities: delivering sustainable sales growth, improving
operating leverage, improving financial efficiency and converting
more of our earnings into cash. The free cash flow generated can
then be returned to shareholders or reinvested in bolt-on acquisitions,
wherever the most attractive returns are available. GSK continues
to apply strict financial and returns-based criteria such as cash
flow return on investment in order to allocate capital and assess
investment opportunities, whilst protecting its credit profile.
The business remains highly cash generative and in 2013 GSK
generated £4.7 billion in free cash flow. In addition, we realised
£2.5 billion from divestments. In 2013, we returned a total of
£5.2 billion to shareholders, £3.7 billion in dividends and
£1.5 billion in share repurchases. Net debt at the end of the
year stood at £12.6 billion, a reduction of £1.4 billion compared
to the previous year.
In 2014, we expect to deliver continued dividend growth and as
part of the long-term share buyback programme are targeting
share repurchases of £1-2 billion depending on market conditions.
For further details see Note 41 to the financial statements
‘Financial instruments and related disclosures’.
Liquidity
As at 31 December 2013, our cash and liquid investments were held
as follows:
Bank balances and deposits
US Treasury and Treasury repo
only money market funds
Corporate debt instruments
Government securities
2013
£m
4,641
893
1
65
5,600
2012
£m
3,456
728
7
74
4,265
Cash and liquid investments of £3.9 billion, including amounts held by
ViiV Healthcare, were held centrally at 31 December 2013.
We had net debt of £12.6 billion at 31 December 2013. The table below
summarises cash and gross debt after the effects of hedging.
Cash and liquid investments
Gross debt – fixed
– floating
– non-interest bearing
Net debt
2013
£m
5,600
(15,593)
(2,651)
(1)
(12,645)
2012
£m
4,265
(15,205)
(3,090)
(7)
(14,037)
GSK’s policy is to borrow centrally in order to meet anticipated
funding requirements. The cash flow forecast and funding
requirements are monitored by the TMG on a monthly basis.
Our strategy is to diversify liquidity sources using a range of
facilities and to maintain broad access to funding markets.
GSK’s long-term credit ratings have remained unchanged since
February 2008. Our current ratings are A+ (stable outlook) by
Standard and Poor’s and A1 (negative outlook) by Moody’s Investors
Service (‘Moody’s’). Our short-term credit ratings are A-1 and P-1
with Standard and Poor’s and Moody’s respectively.
GSK Annual Report 2013 73
Treasury operations
The objective of treasury activity is to manage the post-tax net cost
or income of financial operations to the benefit of earnings. We use
a variety of financial instruments to finance our operations and
derivative financial instruments to manage market risks from these
operations. These derivatives, principally comprising forward foreign
currency contracts and interest rate swaps, are used to swap
borrowings and liquid assets into currencies required for Group
purposes and to manage exposure to financial risks from changes
in foreign exchange rates and interest rates.
We do not hold or issue derivatives for speculative purposes. Our
Treasury policies specifically prohibit such activity. All transactions
in financial instruments are undertaken to manage the risks arising
from underlying business activities, not for speculation.
Interest rate risk management
GSK’s objective is to minimise the effective net interest cost and to
balance the mix of debt at fixed and floating interest rates over time.
The policy on interest rate risk management limits the amount of
floating interest payments to a prescribed percentage of operating
profit.
We use interest rate swaps to redenominate one of our bonds into
floating interest rates. The duration of these swaps matches the
duration of the principal instrument. These interest rate derivative
instruments are accounted for as fair value hedges of the relevant
liability.
Foreign exchange risk management
Foreign currency transaction exposures arising on internal and
external trade flows are not generally hedged. The Group’s objective
is to minimise the exposure of overseas operating subsidiaries
to transaction risk by matching local currency income with local
currency costs where possible. Our internal trading transactions are
matched centrally and we manage inter-company payment terms to
reduce foreign currency risk. Foreign currency cash flows can be
hedged selectively under the management of Corporate Treasury
and the TMG. Where possible, we manage the cash surpluses or
borrowing requirements of subsidiary companies centrally using
forward contracts to hedge future repayments back into the
originating currency.
In order to reduce foreign currency translation exposure, we seek to
denominate borrowings in the currencies of our principal assets and
cash flows. These are primarily denominated in US dollars, Euros and
Sterling. Certain borrowings can be swapped into other currencies
as required.
Borrowings denominated in, or swapped into, foreign currencies
that match investments in overseas Group assets may be treated
as a hedge against the relevant assets. Forward contracts in major
currencies are also used to reduce exposure to our investment in
overseas Group assets. The TMG reviews the ratio of borrowings
to assets for major currencies monthly.
Counterparty risk management
GSK sets global counterparty limits for each of our banking and
investment counterparties based on long-term credit ratings from
Moody’s and Standard and Poor’s. Corporate Treasury’s usage of
these limits is monitored daily by a Corporate Compliance Officer
(CCO) who operates independently of Corporate Treasury. Any
breach of these limits would be reported to the CFO immediately.
The CCO also monitors the credit rating of these counterparties and,
when changes in ratings occur, notifies Corporate Treasury so that
changes can be made to investment levels or to authority limits as
appropriate. In addition, relationship banks and their credit ratings are
reviewed regularly and a report is presented annually to the TMG for
approval.
Group reporting in 2014
During 2014, GSK intends to report core results performance
measured against 2013 core results excluding divestments
completed during 2013. The divestments include the disposals of
Lucozade and Ribena, the anti-coagulant products and several other
minor products. Summary restated 2013 core results excluding
divestments for 2013 are set out below.
Turnover
Cost of sales
Selling, general and administration
Research and development
Royalty income
Operating profit
Profit before tax
Profit after tax
Profit attributable to shareholders
Earnings per share (pence)
Core
results
£m
26,505
Divested
businesses
£m
(903)
Core results
excluding
divestments
£m
25,602
(7,549)
(7,928)
(3,400)
387
8,015
7,366
5,671
5,421
112.2p
474
179
6
–
(244)
(244)
(184)
(184)
(3.8)p
(7,075)
(7,749)
(3,394)
387
7,771
7,122
5,487
5,237
108.4p
A reconciliation of core results to total results is set out on page 65.
Strategic Report
The Strategic Report was approved by a duly authorised
Committee of the Board of Directors on 26 February 2014 and
signed on its behalf by:
Simon Dingemans
Chief Financial Officer
26 February 2014
74 GSK Annual Report 2013
Strategic report Financial review Governance &
remuneration
In this section
Our Board
Our Corporate Executive Team
Chairman’s letter
Board report to shareholders
Committee reports
Remuneration Committee
Chairman’s Annual Statement
Annual report on remuneration
Remuneration policy report
76
80
82
83
89
96
97
117
GSK Annual Report 2013 75
Governance & remuneration
Our Board
Our Board
Diversity
Experience
Scientific
Finance
Industry
Composition
Executive
Non-Executive
Male
Female
76 GSK Annual Report 2013
20%
27%
53%
20%
80%
67%
33%
Sir Christopher Gent 65
Chairman
Nationality
British
Appointment date
1 June 2004 and as Chairman
on 1 January 2005
Committee membership
Chairman of the Nominations
and Corporate Responsibility
Committees and a member of
the Remuneration and Finance
Committees
Sir Andrew Witty 49
Chief Executive Officer
Nationality
British
Appointment date
31 January 2008 and as Chief
Executive Officer on 21 May 2008
Committee membership
Member of the Finance Committee
International experience
Number of directors with this experience
Global
USA
Europe
EMAP
Tenure
Non-Executives
0-3 years
4-6 years
7-10 years
11
15
14
10
42%
8%
50%
The Board considers each of its Non-Executive Directors to be
independent in accordance with the UK Corporate Governance Code.
Skills and experience
Sir Christopher has many years of experience of leading global
businesses and a track record of delivering outstanding performance in
highly competitive industries. He was appointed Managing Director of
Vodafone plc in 1985 and then became its Chief Executive Officer
in 1997 until his retirement in 2003.
External appointments
Sir Christopher is a Non-Executive Director of Ferrari SpA, a Senior
Adviser at Bain & Co and a member of the British Airways International
Business Advisory Board.
Skills and experience
Sir Andrew joined GSK in 1985. He has worked in the UK, South Africa,
the USA and Singapore in various senior roles. In 2003, he was appointed
President of GSK Europe and joined GSK’s Corporate Executive Team.
In 2003 he was awarded the Public Service Medal by the Government of
Singapore and in August 2012 was also awarded the Public Service Star.
In the 2012 New Year Honours list, he was awarded a Knighthood for
services to the economy and to the UK pharmaceutical industry. He
served as the Lead Non-Executive Board member for the Department of
Business, Innovation and Skills to December 2013. He was also
President of the European Federation of Pharmaceutical Industries and
Associations until July 2013.
External appointments
Sir Andrew is a member of the UK Prime Minister’s Business Advisory Group
and was appointed to the UK Business Ambassador Group in January 2014.
Simon Dingemans 50
Chief Financial Officer
Nationality
British
Appointment date
4 January 2011 and as Chief
Financial Officer on 1 April 2011
Committee membership
Member of the Finance Committee
Skills and experience
Prior to joining GSK, Simon had over 25 years of experience in
investment banking at SG Warburg and Goldman Sachs. During this
time, he advised a broad range of large corporates across a number of
industry sectors, including pharmaceuticals and consumer healthcare.
Simon advised GSK for over a decade before his appointment and was
closely involved in a number of GSK’s key strategic projects, including the
establishment of ViiV Healthcare.
External appointments
Simon is a member of the Corporate Development Council for the
National Theatre and Deputy Chairman of the 100 Group.
Dr Moncef Slaoui 54
Chairman, Global R&D &
Vaccines
Nationality
Moroccan, Belgian & American
Appointment date
17 May 2006
Committee membership
Member of the Finance Committee
Sir Deryck Maughan 66
Senior Independent
Non-Executive Director
Nationality
British
Appointment date
1 June 2004 and as Senior
Independent Non-Executive
Director on 1 May 2013
Committee membership
Member of the Audit & Risk,
Nominations, Remuneration and
Finance Committees
Professor Sir Roy Anderson 66
Independent Non-Executive
Director & Scientific Expert
Nationality
British
Appointment date
1 October 2007
Committee membership
Member of the Nominations and
Finance Committees
Skills and experience
Moncef joined GSK Vaccines in 1988 where he engineered the
development of a robust vaccines pipeline. He then led Worldwide
Business Development for pharmaceutical products before his
appointment to lead R&D in 2006. He was also given overall responsibility
for GSK’s Oncology Business in 2010; for GSK Vaccines in 2011; and for
all Global Franchises in 2012. He has a PhD in Molecular Biology and
Immunology from Université Libre de Bruxelles and has published more
than 100 scientific papers and presentations. Prior to joining GSK,
Moncef was Professor of Immunology at the University of Mons, Belgium.
External appointments
Moncef is a member of the PhRMA and the Biotechnology Industry
Organization boards in the USA and a member of the Advisory Committee
to the Director of National Institutes of Health. He is also an adviser to the
Qatar Foundation, and a member of the Qatar Biomedical Research
Institute Scientific Advisory Committee. Moncef has advised the US
President’s Council of Advisors on Science and Technology and he was
a member of the Board of the Agency for Science, Technology & Research
(A*STAR) until January 2011.
Skills and experience
Sir Deryck has a wealth of international corporate and investment
banking experience, having previously served as Chairman and Chief
Executive Officer of Citigroup International and of Salomon Brothers Inc.
He served as Vice Chairman of the New York Stock Exchange from
1996 to 2000.
External appointments
Sir Deryck is a Senior Adviser to, and former partner of, Kohlberg
Kravis Roberts & Co. He is a Non-Executive Director of BlackRock,
Inc. and Thomson Reuters. He is a Trustee of the British Museum and
of New York University Langone Medical Center. He is also a Director
of Lincoln Center.
Skills and experience
Professor Sir Roy is a world-renowned medical scientist with advanced
knowledge of infectious disease epidemiology and is currently Professor
of Infectious Disease in the Faculty of Medicine, Imperial College, London.
He is a fellow and member of the Policy Advisory Board of the Royal
Society, and a fellow of the Academy of Medical Sciences and the Royal
Statistical Society. He is an Honorary Fellow of the Institute of Actuaries
and a Foreign Associate Member of the Institute of Medicine at the US
National Academy of Sciences and the French Academy of Sciences.
Professor Sir Roy’s background enables him to bring scientific experience
to the Board’s deliberations.
External appointments
Professor Sir Roy is a member of the International Advisory Board
of Holdingham Group and he is a Trustee of the Natural History
Museum, London.
Dr Stephanie Burns 59
Independent Non-Executive
Director
Nationality
American
Appointment date
12 February 2007
Committee membership
Member of the Corporate
Responsibility, Remuneration and
Finance Committees
Skills and experience
Stephanie is a recognised global business leader, having served as
Chairman, President and CEO of Dow Corning Corporation until her
retirement at the end of 2011. She has a strong scientific background,
with a PhD in organic chemistry with an organosilicon specialty, and is
a staunch advocate for science education. She was an officer and
chairman of the American Chemistry Council.
External appointments
Stephanie was appointed a Non-Executive Director of Corning Inc in
January 2012. She was appointed as a Director to the Board of Kellogg
Company on 25 February 2014. She sat on the US President’s Export
Council. Stephanie was also an officer of the Society of Chemical Industry,
America Section, and is the past Honorary President of the UK-based
parent society.
GSK Annual Report 2013 77
Governance & remuneration
Our Board
Our Board
continued
78 GSK Annual Report 2013
Stacey Cartwright 50
Independent Non-Executive
Director
Nationality
British
Appointment date
1 April 2011
Committee membership
Member of the Audit & Risk and
Finance Committees
Skills and experience
Stacey is a Chartered Accountant and has extensive experience of global
consumer businesses and of corporate finance. She served as Executive
Vice President, Chief Financial Officer of Burberry Group plc until July
2013. Prior to joining Burberry Group plc in 2004, Stacey held the role
of Chief Financial Officer at Egg plc between 1999 and 2003, and from
1988 to 1999 she worked in various finance-related positions at Granada
Group plc.
External appointments
Stacey is Chief Executive Officer of the Harvey Nichols Group of
Companies, a role to which she was appointed in February 2014.
Lynn Elsenhans 57
Independent Non-Executive
Director
Nationality
American
Appointment date
1 July 2012
Committee membership
Member of the Audit & Risk,
Corporate Responsibility and
Finance Committees
Skills and experience
Lynn has a wealth of experience of running a global business and
significant knowledge of the global markets in which GSK operates.
She served as Chair, President and Chief Executive Officer of Sunoco
Inc from 2009 to 2012. Prior to joining Sunoco in 2008 as President
and Chief Executive Officer, Lynn worked for Royal Dutch Shell which
she joined in 1980 and where she held a number of senior roles, including
Executive Vice President, Global Manufacturing from 2005 to 2008.
External appointments
Lynn is a Non-Executive Director of Baker Hughes Inc, a Director of the
Texas Medical Center, and a Director of The First Tee of Greater Houston.
She is also a Trustee of the United Way of Greater Houston and a Trustee
of Rice University.
Judy Lewent 65
Independent Non-Executive
Director
Nationality
American
Appointment date
1 April 2011
Committee membership
Chairman of the Audit & Risk
Committee and member of the
Remuneration and Finance
Committees.
Dr Daniel Podolsky 60
Independent Non-Executive
Director & Scientific Expert
Nationality
American
Appointment date
1 July 2006
Committee membership
Member of the Audit & Risk,
Corporate Responsibility and
Finance Committees
Skills and experience
Judy has extensive knowledge of the global pharmaceutical industry and
of corporate finance, having joined Merck & Co in 1980 and then served
as Chief Financial Officer from 1990 to 2007 when she retired. Judy has
previously served as a Non-Executive Director of Motorola Inc., Dell Inc.
and Quaker Oats Company.
External appointments
Judy is a Non-Executive Director of Thermo Fisher Scientific Inc and
Motorola Solutions Inc. She is also a Trustee of the Rockefeller Family Trust
and Chairperson of the Audit Committee of Rockefeller Financial Services,
a life member of the Massachusetts Institute of Technology Corporation
and a member of the American Academy of Arts and Sciences. Judy is a
Non-Executive Director of Purdue Pharma Inc, Napp Pharmaceutical
Holdings Limited and certain Mundipharma International Limited
companies.
Skills and experience
Daniel is a world-renowned researcher who has advanced knowledge of
underlying mechanisms of disease and new therapies for gastrointestinal
disorders. He was formerly Mallinckrodt Professor of Medicine and Chief
of Gastroenterology at Massachusetts General Hospital and Harvard
Medical School, and previously served as the Chief Academic Officer
of Partners Healthcare System. Daniel’s current responsibilities in
leading a large academic medical centre give him relevant insight into
healthcare delivery. Daniel brings scientific expertise to the Board and
the Audit & Risk Committee’s deliberations.
External appointments
Daniel is President of the University of Texas Southwestern Medical
Center and holds the Philip O’Bryan Montgomery, Jr., M.D. Distinguished
Presidential Chair in Academic Administration, and the Doris and Bryan
Wildenthal Distinguished Chair in Medical Science. He is a member
of the Institute of Medicine of the US National Academy of Sciences,
member of the Board of the Southwestern Medical Foundation and
is a Director of Antibe Therapeutics, Inc.
He is also a member of the National Academies of Sciences Board
on Army Science and Technology.
Tom de Swaan 67
Independent Non-Executive
Director
Nationality
Dutch
Appointment date
1 January 2006
Committee membership
Chairman of the Remuneration
Committee and a member of the
Audit & Risk, Nominations and
Finance Committees
Jing Ulrich 46
Independent Non-Executive
Director
Nationality
American
Appointment date
1 July 2012
Committee membership
Member of the Audit & Risk and
Finance Committees
Hans Wijers 63
Independent Non-Executive
Director
Nationality
Dutch
Appointment date
1 April 2013
Committee membership
Member of the Corporate
Responsibility, Remuneration and
Finance Committees
Sir Robert Wilson 70
Independent Non-Executive
Director
Nationality
British
Appointment date
1 November 2003
Committee membership
Member of the Corporate
Responsibility Nominations and
Finance Committees
Skills and experience
Tom has had a long and distinguished career in the European banking
industry, having been a member of the Managing Board and Chief
Financial Officer of ABN AMRO. Tom has held various executive positions
at the Dutch Central Bank and was a Non-Executive Director of the
Financial Services Authority (now the Financial Conduct Authority)
from 2001 to 2007. He was previously a Non-Executive Director of
KPMG’s Public Interest Committee and was also Vice Chairman of the
Supervisory Board and Chairman of the Audit Committee of Royal Ahold.
External appointments
Tom is Chairman of the Supervisory Board of VanLanschot Bankiers
and Chairman of the Board of Directors of Zurich Insurance Group.
He is a member of the Supervisory Board of Royal DSM.
Skills and experience
Jing is Managing Director and Vice Chairman of Asia Pacific at JPMorgan
Chase. She advises the firm’s most senior global clients across all asset
classes while building relationships with executives at Asia’s leading
enterprises. Jing is one of the most prominent advisors to the large global
asset management companies, sovereign wealth funds, and multinational
corporations. She works with all lines of business at JPMorgan Chase to
foster greater cross-border collaboration and strengthen senior client
relationships in Asia Pacific and the rest of the world.
Jing was Managing Director and Chair of Global Markets, China at
JPMorgan between 2005 and 2013. From 2003 to 2005, Jing worked
for Deutsche Bank as Managing Director, Head of Greater China
Equities. She previously held financial positions, specialising in the
Asia Pacific region, with CLSA Asia Pacific Markets and the Emerging
Markets Investors Corporation. She was educated at Harvard and
Stanford Universities.
External appointments
Jing is an Independent Director of Ermenegildo Zegna SpA.
Skills and experience
Hans has a broad range of business, economic and political experience,
having served as Chief Executive Officer and Chairman at Akzo Nobel
NV from 2002 to 2012. Hans had a long and distinguished career in
academia, public service and strategy consulting. He served as a senior
vice president of the Boston Consulting Group from 1998 to 2002.
External appointments
Hans is Chairman of the Supervisory Board of Heineken NV and also
Deputy Chairman and Non-Executive Director of Royal Dutch Shell.
He is also Chairman of the Supervisory Board of AFC Ajax.
Skills and experience
Sir Robert has had a long and distinguished career in industry, mainly
with Rio Tinto, where he became Chief Executive Officer in 1991 and
then Executive Chairman in 1997 until his retirement in October 2003.
Sir Robert then became Non-Executive Chairman of BG Group plc from
January 2004 until May 2012. He was also Chairman of The Economist
Group between 2003 and 2009. He has been a Non-Executive Director
at BP, Diageo and Boots.
He stood down as the Senior Independent Non-Executive Director,
and as a member of the Audit & Risk Committee, on 1 May 2013.
External appointments
Sir Robert is a senior adviser to Morgan Stanley, Chairman of
Riverstone Energy Limited and Chairman of the Accenture Global
Mining Executive Council.
GSK Annual Report 2013 79
Governance & remuneration
Our Corporate Executive Team
Our Corporate Executive Team
Sir Andrew Witty
Simon Bicknell
Deirdre Connelly
Roger Connor
Chief Executive Officer
See ‘Our Board’ on page 76.
Senior Vice President,
Governance, Ethics and
Assurance
Simon was appointed Senior Vice
President, Governance, Ethics and
Assurance in January 2011 and he
is responsible for risk management,
compliance and strategic auditing.
Simon joined the Company Secretariat
in 1984 and became Deputy Company
Secretary of Glaxo Wellcome in 1995.
He was appointed Company Secretary
of GlaxoSmithKline plc in May 2000
and combined this position with his
role as Corporate Compliance Officer
from 2006 until his current appointment.
After gaining his Law degree, Simon
qualified as a barrister in 1983 and
is a member of Middle Temple.
President, North America
Pharmaceuticals
President, Global
Manufacturing & Supply
Deirdre joined GSK as President,
North America Pharmaceuticals
in February 2009 after working at
Eli Lilly and Company for 24 years.
She held a variety of positions
including President of US Operations,
Senior Vice President of Global
Commercialisations for Woman’s
Health and Senior Vice President
of Human Resources.
Deirdre is a native of San Juan, Puerto
Rico. She holds a Bachelor’s degree
in Marketing and Economics from
Lycoming College in Pennsylvania.
She graduated from Harvard
University’s Advance Management
Programme in 1999.
Deirdre serves as a Director on the
PhRMA Board, the Board of Macy’s
Inc. and the Harvard University Public
Health Policy Council.
Roger is President, Global
Manufacturing & Supply (GMS).
He was appointed to this role in
January 2013, after working for a
year as President Designate, GMS.
Roger joined GSK in 1998 from
AstraZeneca and has worked in a
number of roles within finance and
manufacturing strategy, including
at GSK sites at Cork in Ireland and
Ware in the UK. Prior to his role in
GMS, Roger was Vice President,
Office of the CEO and Corporate
Strategy from February 2010.
He holds a Degree in Mechanical
and Manufacturing Engineering from
Queen’s University Belfast and a
Masters in Manufacturing Leadership
from Cambridge University. He is also
a Chartered Accountant.
Simon Dingemans
Abbas Hussain
Bill Louv
Chief Financial Officer
See ‘Our Board’ on page 76.
President, Europe, Japan and
EMAP
Senior Vice President, Core
Business Services
Abbas was appointed President,
Europe and EMAP in September 2012
and became responsible for Japan in
March 2013. He joined the company
as President, Emerging Markets &
Asia Pacific in June 2008.
Bill was appointed to create and lead
Core Business Services (CBS) in
April 2010. CBS integrates the shared
services of the global support
functions. He was previously Chief
Information Officer.
Bill joined the company in 1994 as
Vice President of Medical Data
Sciences, and has held a number of
increasingly senior roles in R&D and IT.
Bill has a Bachelor of Science degree
in Biology from the College of William
and Mary, and Master of Science and
Doctor of Philosophy degrees in
Statistics from the University of Florida.
Previously Abbas spent 20 years
at Eli Lilly where he held positions
including President, Europe and before
that Vice President, Europe with
specific responsibility for the Western
European mid-size countries, Africa
& Middle East Area/Commonwealth
of Independent States and Central &
Eastern Europe regions. He also held
positions in sales and marketing across
Australasia and India.
Abbas was appointed to ViiV
Healthcare Ltd. Board in October
2009 and the Aspen Board in
December 2009.
Born in Madras, India, Abbas has
a degree in Medicinal Chemistry &
Pharmacology from Loughborough
University.
80 GSK Annual Report 2013
David Redfern
Chief Strategy Officer
David was appointed Chief Strategy
Officer in May 2008 and is responsible
for proactive exploration of new
business opportunities, strategic
planning and the leadership of the
dermatology business. In addition to
his current role, he was appointed
Chairman of the Board of ViiV
Healthcare Ltd. in April 2011.
Previously, he was Senior Vice
President, Northern Europe with
responsibility for managing GSK’s
pharmaceutical businesses in that
region and prior to that Senior Vice
President for Central and Eastern
Europe. David joined the company
in 1994 and held a series of finance
roles before becoming Finance
Director of the European business
from 1999-2002.
David has a Bachelor of Science
degree from Bristol University in the
UK and is a Chartered Accountant.
Dr Moncef Slaoui
Claire Thomas
Phil Thomson
Chairman, Global R&D
& Vaccines
Senior Vice President,
Human Resources
Senior Vice President,
Global Communications
See ‘Our Board’ on page 77.
Claire was appointed Senior Vice
President, Human Resources in May
2008 and is responsible for GSK’s
Environmental Sustainability Strategy.
She was previously Senior Vice
President, Human Resources,
Pharmaceuticals International.
Phil was appointed Senior Vice
President, Global Communications
in August 2010. He has responsibility
for Media Relations, Investor Relations,
Corporate Responsibility, Internal
Communications and Product
Communications.
Claire joined the company in 1996
and was appointed Senior Vice
President, Human Resources, and
Pharmaceuticals Europe in 2001,
where she successfully led the
HR function through the merger.
Prior to joining the company she
worked for Ford Motor Company,
holding various positions in Human
Resources.
Claire has a Bachelor of Science
degree in Economics, Management and
Industrial Relations from the University
of Wales. Claire was honoured as an
Outstanding European Woman of
Achievement in 2007.
Phil joined Glaxo Wellcome as a
commercial trainee in 1996, moving
from pharmaceutical brand marketing
to product communications. In 1999
he became a Director of Media
Relations for Glaxo Wellcome plc
and in 2001, took up the position of
Director, Investor Relations for GSK.
In 2004, he returned to Corporate
Media Relations as Vice President.
Phil earned his degree in English and
History from Durham University.
Dan Troy
Patrick Vallance
Emma Walmsley
Senior Vice President &
General Counsel
President, Pharmaceuticals
R&D
President, Consumer
Healthcare Worldwide
Dan joined the company as Senior
Vice President & General Counsel
in September 2008.
He was previously a Partner at the
Washington law firm Sidley Austin
LLP, where he represented mainly
pharmaceutical companies and trade
associations on matters related to the
US Food and Drug Administration
(FDA) and government regulations.
Dan was formerly Chief Counsel for
the FDA, where he served as a primary
liaison to the White House and the
US Department of Health and Human
Services.
Dan is a graduate from Cornell
University’s School of Industrial and
Labor Relations, and earned his law
degree from Columbia University
School of Law.
Patrick was appointed President,
Pharmaceuticals R&D, in January
2012. Prior to his appointment he
was Senior Vice President, Medicines
Discovery and Development.
Emma assumed the role of President,
Consumer Healthcare Worldwide in
October 2011 after joining GSK in
May 2010 as President of Consumer
Healthcare Europe.
Patrick joined the company in 2006
as Head of Drug Discovery. He
focused the organisation on science
that has the best chance of leading
to new medicines, and created
small, multidisciplinary teams called
Discovery Performance Units. He is
transforming the way in which we
approach late stage clinical trial
design and execution.
Prior to joining GSK Patrick was a
clinical academic at University College
London. Patrick is a member of the
Board of the Agency for Science,
Technology & Research (A*STAR)
and is a director of Genome
Research Limited.
Under Emma’s leadership the business
has a new strategic direction to
become the first and best fast moving
Consumer Healthcare company, driven
by science and values, combining
the very best of GSK’s scientific
knowledge with the speed and
marketing excellence of the fast
moving consumer goods world.
Prior to joining GSK, Emma worked
with L’Oreal for 17 years where she
held a variety of marketing and general
management roles in Paris, London
and New York. From 2007 she was
based in Shanghai as General
Manager, Consumer Products,
L’Oreal China.
She has a degree in Classics and
Modern Languages from Oxford
University.
GSK Annual Report 2013 81
Corporate governance
Letter to shareholders
Dear Shareholder
As Chairman of the Board, I am committed
to ensuring that GSK operates at the highest
standards of corporate governance. We
believe our governance structure underpins
our ability to deliver the Group’s strategy to
grow a diversified business, deliver more
products of value and simplify the operating
model.
New Governance & remuneration
reporting changes
In light of the new provisions in the Financial
Reporting Council’s update to the UK
Corporate Governance Code (the updated
Code), and the commencement of the new
Remuneration Reporting Regulations, we
have reviewed our governance and corporate
reporting arrangements. The updated Code
is available at www.frc.org.uk.
With respect to the principal areas of change
set out in the updated Code, we have taken
the following actions:
• In last year’s Annual Report we disclosed,
ahead of time, our diversity policy and
measurable diversity targets. I am pleased
to report that, in relation to gender
diversity, we have maintained our female
representation on the Board at 33% since
July 2012, which places GSK firmly in the
top ten of the FTSE 100 in terms of female
board member representation.
• Enhancements have been made to the
Audit & Risk Committee report (ARC
report) on pages 89 to 92. These
enhancements include discussion of the
significant issues relating to the financial
statements that the Committee considered
and addressed during the year. The ARC
report also highlights to shareholders the
key areas of focus of the Committee during
the year.
The new Remuneration Reporting
Regulations came into effect for the
2013 financial reporting year. We were
a participating member of the GC100
and Investor Group that helped to develop
guidance aimed at assisting UK quoted
companies to understand the practical
implementation of these new Regulations.
The introduction of these Regulations
have also provided us with the opportunity
to take a fresh look at how we present the
reporting of our Directors’ remuneration
arrangements.
The new style Remuneration Report on
pages 96 to 126 now comprises:
• a Chairman’s statement in which Tom
de Swaan, the Remuneration Committee
Chairman, reflects on the Committee’s
decisions during the year and outlines the
Committee’s agenda for 2014;
• an Annual report on remuneration which
sets out how the Committee has
implemented GSK’s remuneration policy
during the year, and the way in which we
propose to operate GSK’s policy in 2014;
and
• a Remuneration policy report which sets
out GSK’s proposed remuneration policy,
to apply for three years from the end of our
Annual General Meeting on 7 May 2014.
Annual governance meetings
During the year, I was pleased to Chair
governance meetings with shareholders in
the UK and the US alongside Judy Lewent,
Chair of the Audit & Risk Committee, and
Sir Deryck Maughan, the Senior Independent
Director (SID). At these meetings, I was
able to discuss a broad range of governance
matters with shareholders, including Board
and management dynamics, Director
induction, training and development
arrangements, and succession planning,
whilst imparting details of the important
work undertaken by the Nominations and
Corporate Responsibility Committees.
Judy provided an overview of the role
and activities of the Audit & Risk Committee
and Sir Deryck shared his insights and
perspectives on our Board and governance
structure with shareholders, since taking
over the role of SID from Sir Robert Wilson
in May 2013.
The following pages outline our approach to
governance. Building on the work undertaken
in last year’s Annual Report to restructure
the Corporate governance report, this year,
in addition to consolidating several of the
statutory disclosures into the Shareholder
Information section of the Annual Report on
pages 242 to 250, our risk disclosures that
have previously appeared in the Corporate
governance report have been incorporated
into an expanded risk management section
on pages 18 to 19.
I commend this report to all of our
shareholders.
Sir Christopher Gent
Chairman
26 February 2014
82 GSK Annual Report 2013
Governance & remuneration Corporate governance Board report to shareholders – Oversight and stewardship in 2013 and future actions
The Board
The Board is pleased to report that it was in full compliance with the requirements of the UK Corporate Governance Code.
The Board is responsible for the long-term success of the company, corporate governance, strategy, risk management and financial
performance. It is accountable to shareholders for ensuring that the Group is appropriately managed and governed, and delivers GSK’s
strategy to Grow, Deliver and Simplify.
2013 Board programme
The Board met six times in 2013 and each Board member attended all scheduled Board meetings with the exception of Sir Deryck Maughan,
Tom de Swaan and Hans Wijers who were each unable to attend one meeting due to prior business commitments. They each conveyed their
views and comments to the Chairman on the matters to be discussed, which were shared with the other Directors at the meeting.
The Board agendas were shaped to create more time for strategic discussion and debate, and included ‘Deep Dive’ reviews of key issues for the
business, to ensure focused consideration of our strategic priorities. During 2013, the agendas for Board meetings included the following business:
Strategy
Board oversight
Governance
Review extension of Operational Excellence
programme
Review of 2012 financial
results and outlook for 2013
Review of Notice of AGM
Re-appointment of auditors
Review EMAP performance and strategy
update
‘Deep Dive’ – global franchises and product
launch readiness
Review of business development projects
Review of internal 2012 Board
evaluation report
Secretary’s Report (including
regulatory and governance updates)
Preparation for AGM
Secretary’s Report (including
regulatory and governance updates)
Risk oversight*
Review of risk
and internal
controls process
‘Deep Dive’ – pipeline launches
Review of talent and leadership development
strategy
Review of Treasury funding and pensions
strategies
Review of long range forecast
Review of output from the annual Board &
CET strategy meeting
Review of Group Insurance strategy
Review of US pension fund investment and
hedging strategy
December
‘Deep Dive’ – China business
Europe strategy update review
Review and approval of 2014-16 plan
Annual Global Manufacturing
and Supply and Vaccines
business reviews
Preparation for AGM
Secretary’s Report
(including regulatory and governance
updates)
Annual North America and
R&D pharmaceuticals reviews
Secretary’s Report (including
regulatory and governance updates)
Review of capital and licensing
proposals
Annual business reviews of
Consumer Healthcare and
Japan
Review of projects and
transactions approved by the
Board
Secretary’s Report (including
regulatory and governance updates)
Secretary’s Report (including
regulatory and governance updates)
Month
January
March
May
July
October
* During the year, all Board members were invited to attend the Audit & Risk Committee meetings where risk matters were routinely discussed.
2013 Board performance
During 2012, the Board identified certain actions to assist in adding further value to its deliberations. The performance of the Board in 2013
against these actions is set out below:
Actions
Progress/Achievement
(i)
The external landscape
Board members were keen to supplement their understanding of the external
landscape with ‘teach-ins’ on a range of topics, such as various therapeutic areas,
the design of phase III trials, pricing, biopharmaceuticals, pharmacogenomics and
emerging technology in R&D.
The Board programme was expanded to include briefings in these
areas by Dr Moncef Slaoui and members of his senior team. The
Board in October visited GSK’s R&D facility in Upper Providence as
part of the Board/CET strategy meeting to view at first hand,
emerging technologies in R&D and manufacturing.
(ii) Oversight of strategy
The Board wished to spend more time on business unit strategy, competitor
analysis, pricing regimes, acquisition strategy and emerging issues.
(iii) Board composition
The Nominations Committee was tasked with identifying further suitable
candidates to replace Board members due to retire in the next few years.
The Board programme was adjusted to set aside more time for
‘Deep Dive’ and business development reviews during the year.
The Nominations Committee continues to focus on long-term
recruitment of Non-Executive Directors.
The Board was pleased to welcome a new Non-Executive Director,
Hans Wijers, who provides experience of running global
organisations to the Board’s deliberations.
These actions are set out in full on page 96 of GSK’s 2012 Annual Report, which discusses the internally facilitated evaluation of the Board’s
activities by the Senior Independent Director.
GSK Annual Report 2013 83
Board report to shareholders – Oversight and stewardship in 2013 and future actions continued
2013 & 2014 AGMs – Key highlights at a glance
2013 AGM – held on 1 May 2013 at QEII Conference Centre, London
• Full Director attendance
• 3.7 to 3.75 billion votes cast for each resolution (76.5% of issued
2014 AGM – to be held on 7 May 2014 at QEII Conference Centre,
London
• Sir Robert Wilson will stand down from the Board after ten years’
of service
share capital)
• Sir Crispin Davis stood down after nine years’ service
• All other Directors retired and were either elected or re-elected to
the Board, receiving at least 97.8% of the votes cast in favour
• Highest votes in favour: 99.9% to elect or re-elect a number of
• All other Directors will stand for re-election to the Board
• The Board believes that each Director is effective and demonstrates
commitment to his or her role
• Each Director has been formally evaluated by the Chairman before
standing for re-election
Directors
• Lowest votes in favour: 90.2% to reduce the required notice for
a general meeting
Induction programme – Hans Wijers
(i)
Individually designed and facilitated: by the Chairman and the Company Secretary.
(ii) Purpose: to orientate and familiarise Hans, who was appointed to the Board in 2013, with our strategy to Grow, Deliver and Simplify
and with the industry, our organisation and our governance arrangements.
(iii) Customised: to take account of his experience, geographical background and business perspectives, together with the Committees
on which he would serve.
Key elements of the one-to-one induction briefing sessions and site visits undertaken by Hans in 2013 are set out below:
Contact/Activity
Induction content
Executive Directors
GSK’s strategic, financial and R&D priorities
CET members
Senior Executives
Wide spectrum of GSK business operations, including Pharmaceuticals, Vaccines and Consumer Healthcare
businesses, Strategic Development, Investor Relations and Global Communications and CR strategies
Focused on a number of core functions such as Finance, Tax, Treasury, Audit and Assurance, Risk Management
and Investor Relations
Company Secretary
Legal and regulatory duties of a UK listed company director and the corporate governance practices within GSK
Site visits
Tours of our GMS and R&D sites in Upper Merrion and Upper Providence in the US
Investor meetings
Meetings with investors as requested
The induction and training programme for Hans has continued in 2014, with a focus on internal management meeting attendance and
operational site visits in order to provide Hans with a good perspective on how management operates, and to provide him with opportunities
to meet key talent within GSK, as well as to deepen his understanding of key business issues.
Board performance action points for 2014
The agreed action points arising from the 2013 Board evaluation review facilitated by our Senior Independent Director, Sir Deryck Maughan,
against which progress will be disclosed in GSK’s 2014 Annual Report, are set out below:
(i)
Strategy
The Board would look to take a longer term view (ten years) of the key strategic issues facing the company.
(ii) Board meetings
Time spent on routine matters would be further managed to enable strategic/business discussions to take priority, whilst ensuring the
critical areas of oversight were maintained.
(iii) Annual Board/CET meetings
The structure and format of these sessions would be reviewed to ensure that they are appropriately geared to realising maximum value
in terms of strategic insights and direction setting.
(iv) China review
All appropriate actions would be reviewed by the Board and implemented as necessary on the conclusion of the external investigation,
and the Ropes and Gray independent review.
84 GSK Annual Report 2013
Governance & remuneration Corporate governance
Leadership and effectiveness
The Board
The Board met six times in 2013, with each member attending as
follows:
Number of
meetings held whilst a
Board member
Number of
meetings
attended
Sir Christopher Gent
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
Professor Sir Roy Anderson
Dr Stephanie Burns
Stacey Cartwright
Sir Crispin Davis*
Lynn Elsenhans
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Tom de Swaan
Jing Ulrich
Hans Wijers**
Sir Robert Wilson
6
6
6
6
6
6
6
3
6
6
6
6
6
6
4
6
6/6
6/6
6/6
6/6
6/6
6/6
6/6
3/3
6/6
6/6
5/6
6/6
5/6
6/6
3/4
6/6
In addition to the scheduled meetings, the Board also met on a
quorate basis on three occasions to consider corporate transactions,
including authorising the disposal of the Lucozade and Ribena
brands, and the China investigations.
* Sir Crispin Davis retired from the Board on 1 May 2013.
** Hans Wijers was appointed as a Non-Executive Director with
effect from 1 April 2013.
Sir Deryck Maughan, Tom de Swaan and Hans Wijers were each
unable to attend one Board meeting due to prior business
commitments.
The Chairman
Sir Christopher Gent’s role as Chairman is to lead and manage the
business of the Board and to provide direction and focus, while
ensuring that there is a clear structure for the effective operation of
the Board and its Committees. He sets the agenda for Board
discussions to promote effective and constructive debate and to
support a sound decision-making process, ensuring that the Board
receives accurate, timely and clear information, in particular about the
company’s performance.
Sir Christopher works closely with Sir Andrew Witty to ensure that
the strategies and actions agreed by the Board are effectively
implemented and provides support and advice to Sir Andrew, while
respecting his executive responsibility for managing the Group. The
division of responsibilities between the Chairman and the CEO has
been agreed by the Board and is set out in the governance section of
our website.
Sir Christopher is responsible to shareholders for the performance of
the Group and leads discussions and the development of relations
with them.
Non-Executive Directors
The Non-Executive Directors provide a strong, independent element
on the Board. They are well placed to constructively challenge and
support management and to shape proposals on strategy and
succession planning. Between them, they bring independent
judgement and a breadth of skills and experience gained at the most
senior levels of international business operations and academia.
Senior Independent Director
Sir Deryck Maughan has been our Senior Independent Director (SID)
since 1 May 2013, when he succeeded Sir Robert Wilson, who had
been our SID since 20 May 2009. Sir Deryck’s role is to act as a
sounding board for Sir Christopher and a trusted intermediary for the
other Directors. He is also available as an additional point of contact
for shareholders. His responsibilities include the evaluation of the
performance of the Chairman and, at the request of the Chairman,
evaluating the Board and its Committees (in collaboration with the
Committee Chairmen) in years when the evaluation is conducted
internally. The SID also works with the Chairman on the process for
the selection of a new Chairman as appropriate, and he chairs the
Nominations Committee when agreeing the recommendation to the
Board for the Chairman’s successor.
Sir Deryck maintains an understanding of the issues and concerns
of our major shareholders through meetings with them and through
reports from our Investor Relations team.
CEO
Sir Andrew is responsible for the management of the business,
developing the Group’s strategic direction for consideration and
approval by the Board and implementing the agreed strategy. He is
assisted by other members of the Corporate Executive Team (CET),
which meets at least 11 times a year and more often if required.
Short biographies of the members of the CET are given under ‘Our
Corporate Executive Team’ on pages 80 and 81.
Company Secretary
The Company Secretary, Victoria Whyte, is a solicitor and a Fellow
of the Institute of Chartered Secretaries and Administrators. Victoria
was formerly Deputy Secretary and Secretary to the Remuneration
Committee. She has acted as Secretary to the Board and all the
Board’s Committees since her appointment as Company Secretary
on 1 January 2011.
The Company Secretary supports the Chairman in designing
the induction for new Directors, in the delivery of the corporate
governance agenda, in particular in the planning of agendas for the
annual cycle of Board and Committee meetings, and in ensuring that
information is made available to Board members on a timely basis.
The Company Secretary advises the Directors on Board procedures
and corporate governance matters, and arranges for the Non-
Executive Directors to attend internal management meetings and
make visits to our business operations to enhance their knowledge
and understanding of the business.
During 2013, the Company Secretary responded to various
consultations on the evolving global governance and corporate
reporting agenda on behalf of the Group and engaged with
shareholders to ensure they fully understood GSK’s governance
and remuneration arrangements.
Independence
The Board considers all of its Non-Executive Directors to be
independent in character and judgement and free from any business
or other relationship which could materially interfere with the exercise
of their judgement. The Chairman satisfied the independence test on
his appointment to the Board.
The independence of those Non-Executive Directors who have served
on the Board for over six years was subjected to a rigorous review.
In particular, the Board considered that Sir Deryck Maughan and Sir
Robert Wilson, who have served on the Board for over nine years,
continued to demonstrate the characteristics of independence, such
as challenging management and taking part in rigorous debate, whilst
possessing outstanding knowledge of the company’s business affairs.
GSK Annual Report 2013 85
Corporate governance framework
The Board has a coherent corporate governance framework with clearly defined responsibilities and accountabilities designed to safeguard
and enhance long-term shareholder value and provide a robust platform to realise the Group’s strategy to Grow, Deliver and Simplify. Our
internal control and risk management arrangements, which are described on pages 88, and 18 to 19 are an integral part of GSK’s governance
framework.
Board
(Chairman, 3 Executive Directors and
11 independent Non-Executive Directors)
Audit & Risk
Committee
Remuneration
Committee
Nominations
Committee
Chief Executive
Officer
Corporate Responsibility
Committee
Finance
Committee
Corporate Administration
& Transactions Committee
Corporate Executive
Team
Board Committees
In order for the Board to operate effectively and to give full consideration to key matters, Board Committees have been established by
the Board. A summary of the role of each Board Committee is set out in the table below. The full terms of reference of each Committee
are available on our website and reports on the membership of, and work undertaken by, the Audit & Risk, Remuneration, Nominations and
Corporate Responsibility Committees during 2013 are given on pages 89 to 95 and 107 to 108.
Corporate
Administration
& Transactions
Reviews and
approves:
Matters in connection
with the administration
of the Group’s
business and certain
corporate transactions
Corporate
Responsibility
Reviews:
External issues that
have the potential for
serious impact upon
GSK’s business
Oversight of:
Reputation
management
Finance
Reviews and
approves:
The Annual Report
and Form 20-F, the
convening of the
AGM, the preliminary
and quarterly results
announcements
Approves:
Certain major
licensing and capital
transactions and
changes to the
Group’s Investment
Instrument and
Counterparty Limits
Audit & Risk
Remuneration
Nominations
Reviews:
Financial and internal
reporting processes,
integrity of the
financial statements,
system of internal
controls, identification
and management
of risks and external
and internal audit
processes
Proposes:
Appointment of
external auditors
Responsible for:
Initiating an audit
tender, the selection
of external auditors,
their remuneration and
oversight of their work
Reviews and
recommends:
Reviews and
recommends:
Structure, size and
composition of the
Board and the
appointment of
members to the
Board, its Committees
and the CET
Monitors:
Succession to the
Board and CET
To the Board the
overall executive
remuneration policy
To the Board the
appropriate fees for
the Chairman
Determines:
Terms of service and
remuneration of
Executive Directors
and other members
of the CET
Reviews and
approves:
The Directors’
Remuneration Report
86 GSK Annual Report 2013
Governance & remuneration Corporate governance Board induction, business awareness and training
The induction programme for Hans Wijers presented on page 84
illustrates the typical induction format for a new Director.
The Board’s diversity policy is set out on page 94 and for details of
the gender diversity of GSK’s global workforce, see page 55 of
Responsible business.
Time allocation
Each Non-Executive Director has a letter of appointment which sets
out the terms and conditions of his or her directorship.
Sir Christopher and the Non-Executive Directors are expected to
devote such time as is necessary for the proper performance of their
duties. No precise timings are given as this will vary from year to year
depending on the company’s activities. Directors are expected to
attend all Board meetings, and any additional meetings as required.
They are also expected to attend meetings of the Committees of
which they are members, the Audit & Risk Committee meetings
(which are open to all Directors in furtherance of their risk and
compliance responsibilities) and strategy sessions, and to make visits
to operational sites. In addition, Board members are invited to attend
at least one CET meeting a year and may attend certain Research &
Development Executive and other operational meetings.
2013 Board and Chairman’s evaluation
The Board carries out an evaluation of its performance and the
performance of its Committees every year which is facilitated
externally every third year. The progress of the Board against the
outcomes of the 2012 evaluation, which was internally facilitated by
the previous SID, Sir Robert Wilson, is reported on page 83. The
action points arising from the 2013 evaluation of the Board facilitated
by the current SID, Sir Deryck Maughan, are disclosed on page 84.
The feedback from the Board evaluation is summarised below.
The Board is viewed by all Board members as effective. The
pharmaceutical industry is undergoing fundamental change and the
Board has worked hard to understand the opportunities and
risks this poses to our strategy, and is supportive of the direction
articulated by the management team. Debates are open and robust
and everyone is encouraged to contribute. Corporate responsibility,
ethics and compliance are taken seriously, and there is a good
balance between the core values of the company and the interests
of shareholders.
The openness of Sir Andrew and the management team to Board
input is viewed by the Board members as exemplary. The ability for
Directors to attend management meetings and visit sites enhances
the Board’s competence.
The Board is well balanced in terms of diversity of experiences,
however, the desirability of adding an experienced Director from the
UK listed environment is acknowledged.
The Board Committees have strong and engaged leaders, significant
workloads to discharge, and play an important role in the company’s
governance.
To ensure that Non-Executive Directors develop and maintain a
greater insight and understanding of the business, they are invited
to attend internal management meetings, including meetings of the
CET, the Research & Development Executive, the Product Executive,
the Scientific Review Board, the Portfolio Investment Board, the
Commercial Accountability Board and the Risk Oversight and
Compliance Council. They also meet employees informally during
visits to the Group’s operations and at receptions held around Board
meetings.
The Board is kept up-to-date on legal, regulatory and governance
matters through regular papers from the Company Secretary and
presentations by internal and external advisers.
During the year, the Board was briefed on various developments in
narrative and executive remuneration reporting, going concern, risk
management, board diversity, the impact of the UK and EU reviews
of the audit market, market abuse and insider trading, shareholder
engagement and other developments in corporate governance,
including the requirements of the September 2012 update to the UK
Corporate Governance Code.
The Board members undertook specific refresher training on, and
under the provisions of, the Corporate Integrity Agreement (CIA)
in 2013 which was delivered at the Audit & Risk Committee. Each
new Board member will, as part of his or her induction programme,
receive comprehensive training on the CIA. Hans Wijers has taken
part in such a training session in 2013 as part of his induction.
Sir Christopher also meets with each Director annually on a one-to-
one basis to discuss his or her ongoing training and development
requirements.
Board composition
We seek to build an effective and complementary Board, whose
capability is appropriate for the scale, complexity and strategic
positioning of our business. The process for Board appointments is led
by the Nominations Committee and is described on pages 93 to 94.
We are mindful of the need to balance the composition of the Board
and its Committees and to refresh them progressively over time so
that we can draw upon the experience of longer serving Directors,
while tapping into the new external perspectives and insights which
more recent appointees bring to the Board’s deliberations.
Non-Executive Directors are drawn from a wide range of industries
and backgrounds, including pharmaceutical and healthcare, medical
research and academia, and retail and financial services, and have
appropriate experience of complex organisations with global reach.
Some have considerable experience of the pharmaceutical industry
and the more recent appointees bring a new approach to the Group,
and to Board discussions.
Board diversity
We are committed to the diversity of our boardroom and we are
similarly committed to equal opportunities for all our employees at
all levels of the organisation. The diversity and inclusiveness of our
workforce are promoted throughout GSK.
We believe that a key requirement of an effective board is that it
comprises a range and balance of skills, experience, knowledge,
gender and independence, with individuals that are prepared to
challenge each other and work as a team. This needs to be backed
up by a diversity of personal attributes, including character, intellect,
sound judgement, honesty and courage.
GSK Annual Report 2013 87
The Non-Executive Directors, led by Sir Deryck, met separately,
without Sir Christopher being present, to discuss his performance.
They considered his leadership, performance and overall contribution
to be of a high standard.
Relations with shareholders
We work to engage effectively with shareholders through our regular
communications, the AGM and other investor relations activities.
The Chairmen of each of the Board Committees undertook separate
evaluations of their Committees and the outcome of each evaluation
was reported and discussed with the respective Committee and the
Board.
We announce our financial results on a quarterly basis. The annual
results are included in our Annual Report. All shareholders receive
an Annual Summary which advises them that our Annual Report and
Notice of our Annual General Meeting are available on our website.
In addition, Sir Christopher met with all the Non-Executive Directors
independently of the Executive Directors.
Accountability
Internal control framework
The Board recognises its responsibilities to present a fair, balanced and
understandable assessment of the Group’s position and prospects.
The Board has accountability for reviewing and approving the
effectiveness of internal controls operated by the Group, including
financial, operational and compliance controls, and risk management.
The internal control framework (the Framework) has been in operation
for the whole of the year and continues to operate up to the date of
approval of this Annual Report. The Framework is the process by
which compliance with laws and regulations, the reliability of financial
reporting and the effectiveness and efficiency of operations are
reviewed. The Framework assists in the identification, evaluation,
and management of principal risks as required by the UK Corporate
Governance Code (the UK Code), and is designed to manage
rather than eliminate the risk of not achieving business objectives.
We believe the Framework provides reasonable, but not absolute
assurance against material misstatement or loss.
The Audit & Risk Committee (the Committee) receives reports on
areas of significant risk to the Group and on related internal controls.
Following consideration of these reports, the Committee reports
annually to the Board on the effectiveness of controls.
The Board, through the Committee, has reviewed the assessment
of risks and the Framework, and has considered the effectiveness of
the system of internal controls in operation in the Group for the year
covered by this Annual Report and up to the date of its approval by
the Board. The Board’s review focuses on the company and its
subsidiaries and does not extend to material associated undertakings,
joint ventures or other investments, although it considers the risk of
the company’s participation in these activities. There are established
procedures and controls in place to identify entities whose results
must be consolidated with the Group’s results.
We believe the process followed by the Board in reviewing the
system of internal controls accords with the guidance on internal
control issued by the Turnbull Committee.
This is in accordance with the provisions of the UK Code, which
provide that the Board is responsible for determining the nature
and extent of the significant risks it is willing to take in achieving its
strategic objectives. The Board provides oversight to help ensure
that the Group maintains sound risk management and internal
control systems.
A review of the Group’s risk management approach is further
discussed in the Risk Management section on pages 18 to 19.
Our management of each principal risk is explained on pages
232 to 241.
During the year, Sir Andrew Witty and Simon Dingemans gave
presentations to institutional investors, analysts and the media
on the full year results, which are also available via webcast and
teleconference. After the first, second and third quarter results,
we hold webcast teleconferences for the same audience.
Our results are available on our website.
Our Investor Relations department, with offices in London and
Philadelphia, acts as a focal point for communications with investors.
Sir Andrew, Simon and Sir Christopher maintain a continuous
dialogue with institutional shareholders on performance, plans and
objectives through a programme of regular meetings. During the year
they held over 90 individual meetings with investors and they have
also hosted approximately 29 group meetings with investors and
potential investors.
The Company Secretary acts as a focal point for communications
on corporate governance matters. We also have a small central
Corporate Responsibility (CR) team which co-ordinates strategy,
policy development and reporting specifically with respect to CR
matters. The team communicates with socially responsible investors
and other stakeholders.
Sir Christopher also meets regularly with institutional shareholders
to hear their views and discuss issues of mutual importance, and
communicates their views to the other members of the Board. The
SID and all the Non-Executive Directors are available to meet with
shareholders.
The Remuneration Committee Chairman, the Chairman and the
Head of Human Resources held their annual meetings with major
shareholders in November to discuss executive remuneration.
In addition, the Chairman, Audit & Risk Committee Chair and
the SID held separate meetings with major UK shareholders in
December, and with major US shareholders in January 2014 on
governance matters.
We have a briefing process in place for Non-Executive Directors,
managed by Sir Christopher, to focus on sector specific issues and
general shareholder preferences.
Remuneration Report
Our Remuneration Report comprises the Remuneration Committee
Chairman’s Annual Statement, the Annual Report on Remuneration
and the Remuneration Policy Report, and is set out on pages 96
to 126.
Committee Reports
The reports on the Audit & Risk, Nominations and Corporate
Responsibility Committees describing the activities of those
Committees during the year, are set out on pages 89 to 95.
88 GSK Annual Report 2013
Governance & remuneration Corporate governance Audit & Risk Committee Report
Dear Shareholder
During 2013, the Committee’s agenda included a review of the
integrity of our financial results, the appropriateness of the system of
internal controls, our business operations across the world and their
management of risk, as well as focusing consideration on new
emerging risks.
The Committee’s Report, which includes descriptions of the work
undertaken by the Committee during the year, has been modified
to reflect new Audit Committee responsibilities and reporting
requirements under the UK Corporate Governance Code (the UK
Code) and Guidance for Audit Committees issued by the Financial
Reporting Council (FRC) in September 2012. In particular, the
Committee Report discusses the significant issues that the
Committee considered and addressed in relation to the financial
statements and outlines how the Committee has assisted the Board
of Directors in making their statement on page 128, confirming that
GSK’s 2013 Annual Report and Accounts are fair, balanced and
understandable.
Since the start of 2013, after the Committee and the Board
considered the division between their work in terms of risk
management, it was agreed that all Board members would be invited
to attend the entire Committee meetings. The Board continued to
cover those risks specifically reserved for its review to ensure
continuity and consistency of coverage and oversight.
I have completed my first full year as the Chair of the Committee and,
in that time, I have enhanced my knowledge and understanding of the
Group through meetings with a range of senior executives to discuss
issues brought to the Committee by management, by attending CET,
Risk Oversight Compliance Council and other management meetings,
as well as connecting with the network of Compliance Officers, on
whom the Group relies to oversee and drive compliance within GSK.
As a matter of routine, I also held pre-Committee briefing meeting
sessions with management and the external auditors and generally made
myself available if any Director, senior executive, or the external audit
partner wished to discuss any particular matters with me in more detail.
I was pleased to attend, alongside the Chairman and the Senior
Independent Director, my first annual governance meetings that were
held with major UK shareholders in December 2013, and major US
shareholders in January 2014, at which I had the opportunity to discuss
areas of mutual importance in relation to the work of the Committee.
Events during the year have brought evidence that vigilance and
continuous improvements to our internal control and risk management
processes and systems must remain a high priority for the Committee.
The allegations of fraudulent behaviour within our business in China are
currently under investigation by the authorities in the country. Separately,
we have commissioned an independent review by the international law
firm, Ropes and Gray, into what has happened in China.
Ropes and Gray report directly to GSK’s General Counsel and,
as Chair of the Committee, I have unfettered access to the law firm
partners who are leading this independent investigation. In addition,
time continues to be set aside at Committee meetings to consider
this matter.
Finally, I was delighted to welcome Jing Ulrich and Lynn Elsenhans as
new members of the Committee as part of the ongoing refreshment
of the composition of the Committee, and I am pleased with the
contribution they have already made to the Committee’s deliberations.
Judy Lewent
Audit & Risk Committee Chairman
Membership and attendance
The membership of the Committee, together with appointment dates
and attendance at meetings during 2013, is set out below:
Members
Judy Lewent (Chairman from
1 January 2013)
Professor Sir Roy Anderson*
Stacey Cartwright
Lynn Elsenhans
Sir Deryck Maughan
Dr Daniel Podolsky
Tom de Swaan
Jing Ulrich
Sir Robert Wilson*
Committee member since
Attendance at full
meetings during
2013
1 April 2011
20 May 2009
1 April 2011
1 January 2014
21 January 2005
1 January 2007
1 January 2006
1 May 2013
12 December 2003
6/6
3/3
6/6
0/0
4/6
6/6
5/6
3/3
3/3
* Professor Sir Roy Anderson and Sir Robert Wilson both stood down
as members of the Committee on 1 May 2013.
Tom de Swaan was unable to attend one and Sir Deryck Maughan
was unable to attend two Committee meetings due to prior business
commitments.
In addition to the six scheduled meetings, the Committee also met
on a quorate basis on four occasions to review or approve matters
associated with the Annual Report and Accounts and Form 20-F,
and preliminary and quarterly results announcements.
All Board members are invited to attend the Committee meetings
and other attendees include:
Attendee
Chairman
CEO
CFO
General Counsel
Financial Controller
Head of Audit & Assurance
Company Secretary – Secretary to the
Committee
Chairman, Research & Development
Head of Governance, Ethics & Assurance
Chief Medical Officer
Chief Product Quality Officer
External auditor
Regular
attendee
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
Attends
as required
✓
GSK Annual Report 2013 89
In accordance with the UK Code, the Board has determined that Stacey Cartwright, Judy Lewent and Tom de Swaan all have recent and
relevant financial experience. The Board has also agreed that Stacey, Judy and Tom have the appropriate qualifications and background to be
audit committee financial experts as defined by the US Sarbanes-Oxley Act of 2002, and has determined that each is independent within the
meaning of the US Securities Exchange Act of 1934, as amended.
In addition, Judy Lewent, Sir Deryck Maughan and Tom de Swaan are members of the Remuneration Committee, which allows them to
provide input on the Committee’s review of the Group’s performance and oversight on any risk factors relevant to remuneration matters.
Work undertaken by the Committee during 2013
The Committee has worked largely to a recurring and structured programme of activities agreed in conjunction with the Committee Chair,
management and the external auditors at the start of the financial year. This programme comprised standing items that the Committee was
required to consider at each meeting and other matters timed to coincide with key events of the annual financial reporting cycle and other
business events.
The Committee considered, discussed and made decisions in relation to a number of matters during the year, the most significant of which
are set out below.
Financial reporting
Reviewed integrity of draft
financial statements,
appropriateness of
accounting policies and
going concern assumption
Reviewed and
recommended approval of
2012 Annual Report and
Form 20-F and quarterly
results announcements
Considered approval
process for confirming and
recommending that 2013
Annual Report is fair,
balanced and
understandable
Global internal control &
compliance
Reviewed global assurance
and business unit
assurance reports
Reviewed litigation reports
Reviewed internal control
framework
Confirmed compliance with
Sarbanes-Oxley Act
Reviewed audit &
assurance work during
2012 and agreed plan for
2013
Reviewed Corporate
Integrity Agreement (CIA)
quarterly compliance
reports and undertook CIA
training
External auditors
Risk
Considered emerging risks
Reviewed risk management
framework compliance
Endorsed review of risks and
approved addition of new
emerging risks to register for
monitoring
Reviewed status of clinical
study transparency, ABAC
and information protection
risks
Reviewed progress of
external and independent
ABAC investigations in
relation to China at a number
of meetings
Reviewed annual progress of
global enterprise resource
planning system
implementation
Reviewed audit/non-audit
expenditure during 2012
Considered auditors’ report
regarding their findings on
2012 annual results
Performed evidence-based
assessment of external
auditors and effectiveness
of 2012 external audit
process
Considered qualifications,
expertise and
independence of auditors
Recommended re-
appointment and approval
at AGM for Committee to
agree auditors’
remuneration
Approved 2013 audit plan
and audit fee proposal and
set performance
expectations for auditors
Considered initial results of
2013 audit
Reviewed and agreed
pre-approval of budget for
auditors to provide
non-audit services for 2014
Governance and other
matters
Confirmed compliance with
UK Corporate Governance
Code
Discussed annual
evaluation exercise of
Committee, agreed action
plan to further improve
operation of Committee
and reviewed terms of
reference
Considered new annual
report disclosure
requirements, including
‘new style’ audit reports
Received briefing on
Group tax and treasury
arrangements
To reinforce Committee
independence, the
Committee met both
collectively and separately
with external auditors,
Head of Audit & Assurance
and Head of Governance,
Ethics and Assurance
without members of
management being present
In respect of Financial reporting activities, the Committee reviews and recommends for approval all financial results announcements.
In considering the quarterly financial results announcements and the annual financial results contained in the 2013 Annual Report, the
Committee reviewed the significant issues and judgements made by management in determining those results. The Committee reviewed
papers prepared by management setting out the key areas of risk, the actions undertaken to quantify the effects of the relevant issues and
the judgements made by management on the appropriate accounting required to address those issues in the financial statements.
90 GSK Annual Report 2013
Governance & remuneration Corporate governance The significant issues considered in relation to the financial statements for the year ended 31 December 2013 are set out in the following
table, together with a summary of the financial outcomes where appropriate. In addition, the Committee and the external auditors have
discussed the significant issues addressed by the Committee during the year and the areas of particular audit focus, as described in the
Independent Auditor’s Report on pages 129 to 131.
Significant issues considered by
the Committee in relation to the
financial statements
Going concern basis for the
preparation of the financial
statements
Revenue recognition, including
returns and rebates (RAR) accruals
Provisions for legal matters, including
recent government investigations in
China to the extent that they can be
determined
Provisions for tax issues
Impairments of intangible assets
Provisions for pension and other
post-employment obligations
How the issue was addressed by the Committee
The Committee considered the outcome of management’s half-yearly reviews of current and forecast net debt
positions and the various financing facilities and options available to the Group. Following a review of the risk
and potential impact of unforeseen events, the Committee confirmed that the application of the going concern
basis for the preparation of the financial statements continued to be appropriate.
The Committee reviewed management’s approach to the timing of recognition of revenue and accruals for
customer returns and rebates. The US Pharmaceuticals and Vaccines accrual for returns and rebates was
£1.2 billion at 31 December 2013 and the Committee reviewed the basis on which the accrual had been
made and concurred with management’s judgements on the amounts involved. A fuller description of the
process operated in the US Pharmaceuticals and Vaccines business in determining the level of accrual
necessary is set out in ‘Critical accounting policies’ on page 67.
The Committee received detailed reports on actual and potential litigation from both internal and external
legal counsel, together with a number of detailed updates concerning the ongoing government investigations
in China. Management outlined the levels of provision considered necessary in respect of potential adverse
litigation outcomes and also those areas, including in respect of the China investigation, where it was not yet
possible to determine if a provision was necessary, or its amount. At 31 December 2013, the provision for
legal matters was £0.6 billion, as set out in Note 29 to the financial statements, ‘Other provisions’.
The Committee considered current tax disputes and areas of potential risk and concurred with
management’s judgement on the levels of tax contingencies required. At 31 December 2013, the Group’s
balance sheet included a tax payable liability of £1.5 billion.
The Committee reviewed management’s process for reviewing and testing goodwill and other intangible
assets for potential impairment. The Committee accepted management’s judgements on the intangible
assets that required writing down and the resulting impairment charge of £739 million in 2013. See Note
19 to the financial statements, ‘Other intangible assets’ for more details.
The Committee reviewed the significant assumptions adopted by management for the valuations of
obligations for the Group’s largest pension and post-retirement healthcare schemes in the UK and the US,
together with the resultant net obligation amounts, as calculated by external actuaries. The Group’s net
deficit at 31 December 2013 amounted to £1.9 billion as set out in Note 28 to the financial statements,
‘Pensions and other post-employment benefits’.
Effectiveness of external auditors
In evaluating the effectiveness of the audit process prior to making
a recommendation on the re-appointment of the external auditors,
the Committee reviews the effectiveness of their performance against
criteria which it agrees, in conjunction with management, at the
beginning of each year’s audit.
As part of this process, the Committee considers feedback on the
prior year’s external audit gathered through a client satisfaction survey
facilitated by the auditors’ client service review team, which is
independent of the engagement team that undertook the audit work.
The survey seeks feedback from the financial management team at
corporate and business unit level. It covers four key areas – the
robustness of the audit process, the quality of the delivery, the quality
of the people and the quality of the service. Having reviewed the
feedback and noted any areas of improvement to be implemented
on the following year’s audit, provided the Committee is satisfied
with the effectiveness of the external audit process, it will recommend
the re-appointment of the auditors at the forthcoming AGM.
Details of the current criteria for judging the effectiveness of the
external auditors are set out below:
• deliver a smooth-running, thorough and efficiently executed audit
• provide accurate, up-to-date knowledge of technical issues on
a timely basis
• serve as an industry resource, communicating best practice and
industry trends in reporting
• adhere to all independence policies, including GSK’s policies,
ISA (UK&I) 220 and SEC requirements
• deliver a focused and consistent audit approach globally that
reflects local risks and materiality
• co-ordinate appropriately with GSK’s Audit & Assurance
function
• provide consistency of advice at all levels.
Audit partner rotation
The external auditors are required to rotate the audit engagement
partner every five years. The previous audit partner stepped down
from his position after the audit of GSK’s financial statements for
2012 had been concluded.
After a robust review process by the Committee, together with
the involvement of the CEO and CFO, to select his replacement,
the Committee approved the appointment of a new audit
engagement partner with effect from the financial year
commencing on 1 January 2013.
Audit firm tendering
The Committee keeps under review the ongoing legislative proposals
on audit tendering and rotation from the EU and the Competition
Commission, and will implement them when they become final. These
proposals have effectively superseded the FRC’s comply-or-explain
approach that underpins the UK Code which would otherwise have
applied to the company for the first time this year. The FRC plans to
withdraw this tendering provision during 2014.
GSK Annual Report 2013 91
PricewaterhouseCoopers LLP have remained in place as auditors
since the Group’s inception in December 2000 and the audit contract
has not been put out to tender in that period. Their performance has
been reviewed annually by the Committee since that time. As part of its
review of the implications of the end of the previous audit partner’s five
year term, the Committee considered the appropriateness of putting
in place a tender process. This included assessing the FRC’s most
recent guidance on the subject, the level of change currently underway
inside the Group and improvements to the auditors’ services, including
fee levels proposed by the auditors. The review concluded that a
tender was not in the company’s interests at this time and the
Committee consequently approved the appointment of the new audit
partner. However, the Committee agreed that this issue should be
reviewed regularly as part of the annual appointment process.
Non-audit services
The Sarbanes-Oxley Act of 2002 prohibits the engagement of the
external auditors for the provision of certain services such as legal,
actuarial, internal audit outsourcing, or financial information systems
design. Where the external auditors are permitted to provide
non-audit services, the Committee ensures that auditor objectivity
and independence are safeguarded by a policy requiring pre-approval
by the Committee for such services. The total fees for non-audit work
cannot exceed 50% of the audit fee, except in special circumstances
where there would be clear advantage in the company’s auditors
undertaking such additional work. These services may include audit,
audit-related, tax and other services. Pre-approval is detailed as to
the particular service or categories of service, and is subject to a
specific budget. All non-audit services over £50,000 are put out to
competitive tender with other financial service providers, in line with
the Group’s procurement process, unless the skills and experience
of the external auditors make them a suitable supplier of the non-audit
service under consideration, in which case a request for proposal is
submitted by the relevant CET member to the CFO for approval.
Provision of non-audit services
There are guidelines which set out the Group’s policy on engaging
the external auditors to provide non-audit services, which include:
• ascertaining that the skills and experience of the external auditors
make them a suitable supplier of the non-audit services
• ensuring adequate safeguards are in place so that the objectivity
and independence of the Group audit are not threatened or
compromised, and
• ensuring that the fee levels do not exceed 50% of the annual
audit fee.
The external auditors and management report regularly to the
Committee regarding the extent of services provided in accordance
with this pre-approval and the fees for the services performed. The
Committee may also pre-approve additional services on a case-by-
case basis. Fees paid to the company’s auditor and its associates
are set out below. Further details are given in Note 8 to the financial
statements, ‘Operating profit’.
Where possible, other accounting firms are engaged to undertake
non-audit services.
Audit/non audit service three year comparison graph (£m)
17.3
17.3
19.1
6.4
5.9
5.8
20
16
12
8
4
0
2011
2012
2013
Audit and assurance services
All other services, including tax, regulatory, compliance and
treasury-related services
Code of Conduct and reporting lines
We also have a number of well established policies, including a
Code of Conduct, which is available on the governance section of
our website, and confidential reporting lines for the reporting and
investigation of unlawful conduct. An updated version of the Code
of Conduct was published in January 2014.
Fair, balanced and understandable assessment
One of the key compliance requirements of a group’s financial
statements is for the Annual Report and Accounts to be fair, balanced
and understandable. The coordination and review of Group-wide
contributions into the Annual Report and Accounts follows a well
established and documented process, which is performed in parallel
with the formal process undertaken by the external auditors.
The Committee received a summary of the approach taken by
management in the preparation of GSK’s 2013 Annual Report and
Accounts to ensure that it met the requirements of the UK Code.
This enabled the Committee, and then the Board, to confirm that
GSK’s 2013 Annual Report taken as a whole is fair, balanced and
understandable.
Committee evaluation
The Committee’s annual evaluation was carried out by the Committee
Chairman and concluded that the Committee continued to operate
effectively, with full participation from all members and executive
management attendees and members commented favourably on
a very good level of access to the Committee Chairman.
In terms of enhancements to the Committee’s deliberations, it was
agreed that a heightened focus on time management and attention
on key risk areas during the meetings would assist the Committee’s
overall effectiveness.
92 GSK Annual Report 2013
Governance & remuneration Corporate governance Nominations Committee Report
Sir Christopher Gent
Nominations Committee Chairman
Membership
The membership of the Nominations Committee (the Committee),
together with appointment dates and attendance at meetings,
is set out below:
Members
Committee member since
Attendance at
full meetings
during 2013
Sir Christopher Gent
(Chairman since
1 January 2005)
Professor Sir Roy Anderson
Sir Crispin Davis*
Sir Deryck Maughan
Tom de Swaan
Sir Robert Wilson
9 December 2004
1 October 2012
9 July 2009
9 July 2009
1 October 2012
28 March 2008
5/5
5/5
2/2
4/5
4/5
5/5
* Sir Crispin Davis retired from the Board on 1 May 2013.
Tom de Swaan and Sir Deryck Maughan were each unable to attend
one Committee meeting due to prior business commitments.
Other attendees at Committee meetings may include:
Attendee
Chief Executive Officer
Head of Human Resources
Company Secretary – Secretary to the
Committee
Appropriate external advisers
Work of the Committee during 2013
Regular
attendee
✓
✓
✓
Attends
as required
During the search process, broad selection criteria are generally used
which focus on achieving a balance between continental European,
British, American and emerging markets experience, and having
individuals with expertise and capabilities developed in various
sectors and specialities.
MWM and Egon Zhender, who specialise in the recruitment of high
calibre Non-Executive Directors, were engaged to ensure that the
widest possible pool of candidates was available to select from.
MWM and Egon Zhender only provide recruitment consultancy
services to the Committee. Dossiers of potential Non-Executive
appointees were considered by the Committee and candidates were
shortlisted for interview on merit and against objective criteria, after
assessing their relevant qualifications and time commitments.
After interviewing suitable candidates, the Committee was pleased to
recommend to the Board Hans Wijers as a potential Non-Executive
Director. He was appointed to the Board on 1 April 2013. The Board
considered that this appointment achieved the aim of appointing a
candidate who has experience of running global companies.
It is currently intended that Sir Christopher Gent will step down as
Chairman at the end of 2015 and the Committee has made progress
in the search for his successor.
Board and committee changes
The Board’s proactive approach to the refreshment of the Board has
resulted in orderly changes in the composition of the Board and its
Committees on the recommendation of the Committee which are set
out below.
Sir Crispin Davis did not stand for re-election at the AGM in May
after nine years’ of service and Sir Robert Wilson will not stand for
re-election at the AGM in 2014 after ten years’ of service. Given the
number of recent appointments, and that a further long-standing
Board member is to step down from the Board by May 2014, Sir
Deryck Maughan agreed to stand for re-election by shareholders for
up to a further two years before stepping down from the Board at the
2016 AGM. The Chairman and Sir Deryck are conducting the search
for the Chairman’s successor and Sir Deryck will also provide
continuity and balance to the composition of the Board, given his
significant knowledge of GSK’s business affairs. Sir Deryck has
brought his own style to the role of Senior Independent Director since
he succeeded Sir Robert Wilson after the closure of the AGM in May
2013, and the Board has confirmed that he continues to demonstrate
the characteristics of independence in carrying out his role on the
Board.
Tom de Swaan succeeded Sir Crispin Davis as Chairman of the
Remuneration Committee and Judy Lewent succeeded Tom de
Swaan as Chairman of the Audit & Risk Committee on 1 January
2013. Tom de Swaan has been a member of the Remuneration
Committee since May 2009 and continues to be a member of the
Audit & Risk Committee. Judy has been a member of the Audit & Risk
Committee since April 2011.
✓
Main responsibilities
The main responsibilities of the Committee are set out on page 86.
Appointment of new Non-Executive Directors
During 2013, the Committee’s particular area of focus was the search
for new Non-Executive Directors as the phased refreshment of the
Board has progressed.
When recruiting Non-Executive Directors, the Committee evaluates
the particular skills, knowledge, independence, experience and
diversity, including gender, that would benefit and balance the Board
most appropriately for each appointment.
Dr Stephanie Burns was appointed to the Remuneration Committee
with effect from 1 May 2013. Jing Ulrich was appointed to the Audit
& Risk Committee also with effect from 1 May 2013, on the same
date that both Professor Sir Roy Anderson and Sir Robert Wilson
stepped down from the Audit & Risk Committee. Sir Robert Wilson
was appointed as a member of the Corporate Responsibility
Committee with effect from 1 May 2013, and Hans Wijers was
appointed as a member of the Remuneration and Corporate
Responsibility Committees with effect from 10 October 2013.
Lynn Elsenhans was appointed as a member of the Audit & Risk
Committee with effect from 1 January 2014.
GSK Annual Report 2013 93
Board diversity
The Committee is responsible for developing measurable objectives
to support the implementation of the Board’s diversity policy,
including gender, and for monitoring progress towards the
achievement of these objectives. In May 2011, we announced our
aspiration to increase the female representation on the Board to
at least 25% by 2013. We were able to report in the 2011 Annual
Report that encouraging progress had been made towards this
target, with 20% of the Board’s Directors being women at that stage.
As part of the continued refreshment of the Board, both Lynn
Elsenhans and Jing Ulrich were appointed as new Non-Executive
Directors in July 2012, taking the cadre of women on the Board to
33%. We were pleased to have delivered early and exceeded the
target we had set ourselves and have maintained this level of female
representation at Board level throughout 2013.
We also have a good representation of women in management
positions which is illustrated on page 55 as part of the gender
diversity of GSK’s global workforce. We will continue to support
efforts to further increase the pipeline of women into senior positions
within GSK. We also support the engagement of executive search
firms, such as MWM and Egon Zhender, who have signed up to the
Voluntary Code of Conduct on gender diversity and best practice.
Committee evaluation
The annual evaluation of the Committee’s effectiveness was
undertaken by the Committee Chairman. The responses were shared
with the Committee and it was concluded that the Committee
continued to operate effectively. It was agreed that the process the
Committee used to identify new appointees was much improved.
Corporate Responsibility Committee Report
Sir Christopher Gent
Corporate Responsibility Committee Chairman
Membership
The membership of the Corporate Responsibility Committee (the
Committee), together with appointment dates and attendance at
meetings, is set out below:
Members
Committee member since
Attendance at
full meetings
during 2013
Sir Christopher Gent
(Chairman from
1 January 2005)
Dr Stephanie Burns
Lynn Elsenhans
Dr Daniel Podolsky
Hans Wijers
Sir Robert Wilson
9 December 2004
6 December 2007
1 October 2012
1 July 2006
10 October 2013
1 May 2013
5/5
5/5
5/5
5/5
0/1
3/3
Hans Wijers was unable to attend one Committee meeting due to
prior business commitments.
Other attendees at Committee meetings include:
Attendee
Chief Executive Officer
Chairman, Global R&D & Vaccines
General Counsel
Head of Governance, Ethics & Assurance
Head of Global Communications
Head of Global Corporate Responsibility
Company Secretary
Other Executives
Independent External Corporate
Responsibility Adviser
Attends
as required
✓
Regular
attendee
✓
✓
✓
✓
✓
✓
✓
✓
Independent external corporate responsibility adviser
To augment GSK’s engagement with stakeholder opinion, in May
2013, Sophia Tickell was appointed as an independent external
adviser to the Committee, a position that she had held previously from
March 2009 to July 2011. Ms Tickell has extensive experience in the
pharmaceuticals industry in improving health systems productivity,
sustainability in energy supply and distribution, climate change policy
and short-termism in financial markets.
94 GSK Annual Report 2013
Governance & remuneration Corporate governance
She is the co-founder and Director of Meteos, from where she directs
the Pharma Futures Series, which aims to align better societal and
shareholder value. She holds a number of other board and advisory
roles.
Ms Tickell attended meetings of the Committee and provided
independent advice and guidance on corporate and social
responsibility matters to both the Chairman and the CEO.
Main responsibilities
The main responsibilities of the Corporate Responsibility Committee
are set out on page 86.
The Committee has a rolling agenda and receives reports from
members of the CET and senior managers to ensure that progress in
meeting GSK’s Corporate Responsibility commitments, which were
set in 2012, within four areas of focus, is reviewed on an annual basis,
as follows:
• Health for all: innovating to address currently unmet health needs;
improving access to our products, irrespective of where people
live or their ability to pay; and controlling or eliminating diseases
affecting the world’s most vulnerable people
• Our behaviour: putting the interests of patients and consumers
first, driven by our values in everything we do and backed by robust
policies and strong compliance processes
• Our people: enabling our people to thrive and develop as
individuals to deliver our mission
Our people
Organisational change and employee relations
Inclusion and diversity
Leadership, development and approach to
performance management
Employee health, safety and wellbeing
Volunteering
Our planet
Environmental performance in our supply chain
Committee evaluation
The Committee’s annual evaluation was carried out by the Committee
Chairman and concluded that the Committee continued to operate
effectively with full participation from all members and executive
management attendees.
Directors’ Report
For the purposes of the UK Companies Act 2006, the Directors’
Report of GlaxoSmithKline plc for the year ended 31 December 2013
comprises pages 75 to 95 of the Corporate Governance Report, the
Directors’ Responsibility Statements on pages 128 and 211, and
pages 232 to 248 of Investor Information. As it is entitled to do by
the Companies Act 2006, the Board has chosen to set out in the
Strategic Report those matters required to be disclosed in the
Directors’ Report which it considers to be of strategic importance
to the Company, as follows:
• Our planet: growing our business while reducing our
• risk management objectives and policies (pages 18,19, 73, and 74)
environmental impact across the value chain.
The Committee also reviews and approves the Corporate
Responsibility Report which is available for reference on
www.gsk.com/responsibility.
Work of the Committee during 2013
During 2013, the Committee focused its attention on several issues
including:
CR Focus area
Health for all
Our behaviour
Specific topics considered in 2013
R&D investment including diseases of the
developing world, eg malaria and open
innovation strategy
New partnership to address access and child
mortality eg Save the Children partnership
The US Patient First incentive compensation
program and selling competency model
Further embedding values-based decision
making in the organisation
Human rights impact assessment
Conduct and public disclosure of clinical
research, transparency of detailed data behind
trial results
Replacement, refinement and reduction in use
of animals in research and development
Responsibility in our supply chain – standards,
working practices and diversity
Approach to public policy and interactions
with patient advocacy groups
• likely future developments of the company (throughout the
Strategic Report)
• research and development activities (pages 32 to 43)
• inclusion and diversity, (page 55)
• provision of information to, and consultation with employees
(pages 54 to 56)
• carbon emissions (page 57)
The Directors’ Report has been drawn up and presented in
accordance with and in reliance upon English company law and
the liabilities of the Directors in connection with that report shall
be subject to the limitations and restrictions provided by such law.
The Directors’ Report was approved by a duly authorised Committee
of the Board of Directors on 26 February 2014 and signed on its
behalf by:
Sir Christopher Gent
Chairman
26 February 2014
GSK Annual Report 2013 95
Governance & remuneration
Directors’ Remuneration Report
Directors’ Remuneration Report
Chairman’s Annual Statement
– We are removing the business
diversification measure from the
Performance Share Plan (PSP) and
from the Deferred Annual Bonus Plan
(DABP) matching awards to be made
from 2014 onwards. Business
diversification remains important,
but the business mix is now appropriate
and growth can still be delivered
without the additional focus of this
specific measure. The remaining
performance measures will continue to
have equal weighting. This change has
the effect of increasing the proportion
of the award based on TSR, adjusted
free cash flow and R&D new product
performance from 25% to 33%.
– We are extending the time horizons
by introducing an additional two-year
holding period for PSP awards for
Executive Directors to be made from
2015 onwards.
• The Committee decided that it would
be appropriate to award our Executive
Directors salary increases of 2.5% for
2014, consistent with the average salary
budget for other UK and US employees
across our business.
• Furthermore, the Committee decided
that it would be appropriate for there to
be no increase in the annual and long-term
incentive opportunities for our Executive
Directors.
Performance and pay in 2013
The Group generated its best TSR
performance since its formation and
£5.2 billion of cash was returned to
shareholders. In determining remuneration
awards for 2013 it was the Committee’s view
that the executive team demonstrated strong
delivery and successful implementation of the
Group’s strategic priorities. In particular, it
was an exceptional year for R&D productivity.
GSK delivered sales and earnings growth
in line with its guidance and led the industry
in new product approvals. These new
products will strengthen businesses in
Respiratory, Vaccines, HIV and Oncology.
Importantly, the Committee notes that
substantial future opportunities remain for
the Group, with a total of 40 new molecular
entities currently in Phase II/III development.
Further action was also taken to streamline
and increase the focus of the Group.
Non-core products and other assets were
divested for proceeds of £2.5 billion and
ongoing, organic structural initiatives
delivered incremental year-on-year savings
of around £400 million.
The Committee reviewed the efforts made by
Sir Andrew and his team in 2013 to improve
global public health, increase transparency
of clinical data and modernise GSK’s
commercial practices and interactions with
customers. The ongoing investigation by
authorities in China was also considered by
the Committee. Both Sir Andrew and the
Board are mindful of the impact this issue has
had on the reputation of the company. As a
result, the bonuses awarded for 2013 were
lower than they otherwise might have been.
The executives continue to align their
personal interests with those of shareholders.
Sir Andrew has elected again this year to
defer the maximum permitted under the
company’s DABP and, as at 31 December
2013, he held more than twice the value of
GSK shares required by the company’s share
ownership requirements.
2013 remuneration for executives and related
performance under the annual bonus and
long-term incentives (PSP awards and DABP
matching awards) is described in our Annual
Report on Remuneration on pages 99 to 101.
Agenda for 2014
The Committee held shareholder meetings in
November 2013, at which we shared updates
on remuneration matters in the last 12
months and proposals for 2014 onwards.
During 2014, the Committee will continue to
keep executive remuneration arrangements
under review. We will also continue our
regular dialogue with shareholders and will
hold our annual meetings with GSK’s largest
investors later in 2014 to listen to their views
and feedback.
The Committee and the company take a keen
interest in external views on remuneration
matters. In particular, we have consulted
widely on our remuneration policy with
shareholders for their feedback and input.
We responded to issues raised and were
pleased to receive support from the investors
we consulted.
I commend both our reports (Annual Report
on Remuneration and Remuneration Policy
Report) to shareholders for approval at our
AGM.
Tom de Swaan
Remuneration Committee Chairman
26 February 2014
Dear Shareholder
As the Chairman of GSK’s Remuneration
Committee (the Committee), I am pleased to
present our Directors’ Remuneration Report
for 2013, for which we will be seeking your
approval at our AGM on 7 May 2014. In line
with the new remuneration reporting regime,
the Directors’ Remuneration Report is split
into two separate reports. The Annual Report
on Remuneration will be subject to an
advisory shareholder vote at the 2014 AGM
while the Remuneration Policy Report will be
subject to a binding vote.
Key decisions and changes in 2013
The executive remuneration environment
continued to evolve at pace during 2013.
The new reporting regulations offered fresh
opportunity to discuss our remuneration
practices and policies with shareholders.
We are proud of our track record in listening
to the views of our shareholders and we have
made a number of decisions during the year
relating to executive remuneration, to ensure
incentive arrangements remain appropriate
for GSK and are in the long-term interests
of shareholders. The key changes are
highlighted below:
• During 2013, we reviewed the design
of long-term incentives with the main
objectives being simplification and
responding to concerns previously raised
by some investors. As a result of this
review and investor consultation during
the year, we are changing the way in
which our long-term incentives operate:
96 GSK Annual Report 2013
Annual report on remuneration
Total remuneration for 2013 (audited)
Salary
+
Benefits
+
Annual
bonus
+
Value earned
from long-term
incentive
awards
+
Pension
= =
Total
remuneration*
* The Committee may, in specific circumstances and in line with stated principles, apply clawback/malus as it determines appropriate.
The total remuneration for 2013 for each Executive Director is set out in the table below:
Sir Andrew Witty,
CEO
Simon Dingemans,
CFO
Dr Moncef Slaoui,
Chairman,
Global R&D & Vaccines
2013
£000
% of
total
2012
£000
% of
total
2013
£000
% of
total
2012
£000
% of
total
2013
$000
% of
total
2012
$000
% of
total
Salary
Benefits(1)
Total fixed pay
1,059
67
1,033
84
699
65
1,126 16%
1,117 25%
764 23%
Pay for performance
Annual bonus – including the
amount deferred
Value earned from LTI awards: (2)
Matching awards under Deferred
Annual Bonus Plan (3)
Performance Share Plan
Total value earned from LTI awards
Total pay for performance
1,875
905
886
249
3,250
3,499
5,374 74%
125
1,780
1,905
2,810 64%
n/a
1,502
1,502
2,388 73%
682
73
755
343
n/a
n/a
n/a
343
1,180
747
1,153
447
1,927 23% 1,600
24%
61%
1,973
1,404
485
n/a
3,763
1,690
4,248
1,690
6,221 74% 3,094
47%
28%
Pension (4)
707 10%
459 11%
140
4%
136
11%
266
3%
1,931
29%
Total remuneration (5)
7,207
4,386
3,292
1,234
8,414
6,625
Notes:
(1) Certain expenses incurred in the normal course of business are considered to be taxable benefits and as such the table above now includes these figures
for 2012 (restated) and 2013. Further details are provided on page 98.
(2) An analysis of the value of LTIs earned by Sir Andrew Witty, Simon Dingemans and Dr Moncef Slaoui is set out on pages 112 to 114.
(3 The performance period for Simon Dingemans’ first award under the DABP ends on 31 December 2014. The earliest period for which remuneration will
be recorded under the DABP for Simon Dingemans will therefore be the year ending 31 December 2014.
(4) Full details of the pensions accrued to date for the Executive Directors in receipt of a pension from GSK are given on page 105.
(5) Following due consideration by the Committee, there has been no reduction of outstanding awards or vesting levels (malus) applied during 2013 in respect
of any of the Executive Directors.
The following sections provide details of each element of ‘Total remuneration’ including how we intend to implement the policy for 2014.
GSK Annual Report 2013 97
Comparator groups for pay and performance
The Committee uses two primary pay comparator groups when
considering executive pay:
UK cross-industry
comparator group†
Anglo American
AstraZeneca
BG Group
BHP Billiton
BP
British American Tobacco
Diageo
Reckitt Benckiser
Rio Tinto
Royal Dutch Shell
SAB Miller
Tesco
Unilever
Vodafone
Global pharmaceutical
comparator group
France
Switzerland Novartis
Sanofi
UK
USA
Roche Holdings
AstraZeneca
AbbVie*
Amgen*
Bristol-Myers Squibb
Eli Lilly
Johnson & Johnson
Merck & Co
Pfizer
* Amgen and AbbVie are included for remuneration benchmarking, but
are not included in the TSR comparator group.
† From 2013 onwards financial services companies have been removed
as new regulatory regimes on remuneration applied in that sector make
their pay structures less comparable. SAB Miller has been added to the
group.
The global pharmaceutical comparator group is also used as the basis
for the TSR comparator group which features in our long-term
incentive awards.
The primary pay comparator group for each of the Executive Directors
is shown in the table below:
Salary
For 2014, the average salary increase budget for employees other
than Executive Directors will be approximately 2.5% in both the UK
and USA.
The Committee decided to give the Executive Directors salary
increases in line with those increases. Sir Andrew Witty, Simon
Dingemans and Dr Moncef Slaoui each received a
base salary increase of 2.5%.
The table below sets out the base salaries of the Executive Directors
over the last two years and for 2014.
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
Base salary
2014
%
change
2012
2.5% £1,087,300 £1,060,800 £1,040,000
£686,400
2.5%
2.5% $1,211,800 $1,182,200 $1,159,000
£700,150
£717,700
2013
Benefits (audited)
The following table shows a breakdown of the grossed up cash value
of the benefits received by the Executive Directors in 2013 and 2012.
Sir Andrew
Witty
Simon
Dingemans
Dr Moncef
Slaoui
2013 benefits
£
£
$
Employee benefits(1)
Travel(2)
International assignment(3)
Other benefits(4)
Total 2013 benefits
17,338
35,960
–
13,483
66,781
21,692
29,939
–
13,483
65,114
156,529
82,163
501,229
6,652
746,573
2012 benefits (restated)
£
£
$
Director
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
Primary pay comparator group
Global
pharmaceutical
UK
cross-industry
✓
✓
✓
Employee benefits(1)
Travel(2)
International assignment(3)
Other benefits(4)
Total 2012 benefits
20,198
51,835
–
12,021
84,054
24,636
34,571
–
13,904
73,111
177,443
121,739
140,690
6,930
446,802
(1) Employee benefits include healthcare, car allowance, personal financial
advice and life assurance/death in service.
(2) Travel expenses include car travel, family, spouse and partner costs
associated with accompanying the director on GSK business, which
are deemed to be taxable benefits on the individual.
(3) Dr Moncef Slaoui was seconded to the UK in November 2010 in order
to enable him to be closer to the Vaccines business as he assumed
operational responsibility for that part of the Group. The secondment
ended on 31 December 2013. In line with other senior GSK expatriates,
he received appropriate assignment expenses, including accommodation,
location allowance, relocation specific financial advice and tax equalisation.
(4) Other benefits comprise expenses incurred in the ordinary course of
business, which are deemed to be taxable benefits on the individual and as
such have been included in the table above for 2012 (restated) and 2013.
No significant changes to the provision of benefits are proposed for
2014. For further details please refer to page 117 of the Policy
Report.
When reviewing the CEO’s remuneration, the Committee also
references pay for a group of leading European companies whose
selection is based on their size and complexity.
Summary of total package competitive positioning for the CEO
Total remuneration benchmarking (£m)
12
10
8
6
4
UK cross-industry
group
Global pharmaceutical
group
European cross-industry
group
Lower quartile to median Median to upper quartile Current position
Benchmarking includes salary and the expected value of incentives based on the
Committee’s agreed benchmarking methodology.
98 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report Pay for performance (audited)
Annual bonus
The majority of the annual bonus opportunity is based on a formal review of performance against stretching financial targets. This outcome
is then adjusted to reflect individual performance by applying an individual performance multiplier.
For the financial measures, the bonus threshold is 90% of target, with the maximum being payable for achievement of 110% of target.
The bonus threshold of 90% reflects the stretching nature of the bonus targets.
2013 performance against targets
For 2013, the annual bonus was based on the following performance measures. As the actual targets are linked to the company’s financial
and strategic plan, the Committee believes that the targets remain commercially sensitive. The 2013 targets are therefore not disclosed.
Financial performance
Personal performance
Sir Andrew Witty
Simon Dingemans
75% on core Group operating profit
Dr Moncef Slaoui
50% on R&D and 25% on Vaccines performance
For further details see page 118 of the Policy Report.
25% on core Group profit
before interest and tax
Individual objectives
Financial
performance
Core Group operating profit and core Group profit before interest and tax
The company’s performance in 2013, both in terms of core Group operating profit and core Group profit before interest
and tax, represented further strong delivery for the Group despite some unexpected challenges and reflected the
improving balance of our sales base. This reflects improvements in our US and European businesses, as well as
effective cost control and financial efficiencies.
R&D and Vaccines performance
Targets for the year around pipeline growth and value were exceeded. This reflects the most productive period of R&D
output in the company’s history. Six major new products were approved (Breo Ellipta, Anoro Ellipta, Tafinlar, Mekinist
and Tivicay as well as a new injectable quadrivalent flu vaccine launched in the US) with five additional regulatory filings
completed. The company’s pipeline remains extensive with 40 new molecular entities (NMEs) in Phase II/III clinical
development. GSK remains on track to deliver its target long-term rate of return on R&D spend of 14%. Targets for the
year around Vaccines performance were also exceeded reflecting strong sales, in particular, of Infanrix/Pediarix, Fluarix/
FluLaval and Boostrix.
The table below sets out the matters the Committee considered in respect of the individual objectives set for each Executive Director.
Personal performance
Sir Andrew Witty
Sir Andrew continued to demonstrate strong leadership of GSK in what remains a challenging operating environment for
healthcare. For 2013, Sir Andrew’s remuneration reflects strong delivery of the Group’s strategy across all areas of the
business and the subsequent realisation of returns for shareholders.
GSK delivered sales and earnings growth in 2013, with core EPS of 112.2p up 4% on 2012 (at CER) and in line with
market guidance. Sales growth was generated from multiple businesses and geographies reflecting successful
implementation of the Group’s strategy to source growth more broadly.
2013 was a year of exceptional R&D productivity. GSK led the industry in new product delivery with six major products
approved and five additional regulatory filings completed. This productivity was set against a backdrop of continued
improvement in the estimated rate of return for R&D, now at 13%. The new product launches will strengthen businesses
in Respiratory, Vaccines, HIV and Oncology. The Group’s pipeline opportunity also remains substantial with a total of 40
NMEs currently in Phase II/III development and with Phase III starts planned for ten potential new products in
2014/2015.
Under Sir Andrew’s leadership, the Group generated its best TSR performance, in 2013, since the formation of GSK.
£5.2 billion of cash was returned to shareholders with a full-year dividend of 78 pence up 5% on 2012 and share
repurchases of £1.5 billion.
Sir Andrew continued to strengthen and focus GSK’s core business areas. In 2013, the Group divested non-core
products and other assets for proceeds of £2.5 billion. GSK also increased its shareholding in its Indian Consumer
subsidiary. Ongoing organic structural initiatives delivered incremental year-on-year savings of around £400 million
and new efficiencies resulting from the Group’s strategic priority to simplify its business are increasingly evident in
manufacturing, supply chain and core business services.
Sir Andrew continued to adopt industry-leading positions on multiple corporate responsibility issues in 2013. During the
year, GSK was widely acknowledged to have taken further innovative steps to improve global public health in developing
countries, to increase access and transparency of its clinical data and to modernise its commercial practices and
interactions with customers. At Sir Andrew’s request, the impact of the ongoing investigation by Chinese authorities into the
Group’s subsidiary business in China was also considered by the Board in their evaluation of his performance for 2013.
GSK Annual Report 2013 99
2013 performance against targets continued
Personal performance
Simon Dingemans
GSK delivered sales and earnings growth in 2013, with core EPS of 112.2p up 4% on 2012 (at CER) and in line with
market guidance. Simon Dingemans continued to drive operating and financial efficiencies, with year-on-year cost
savings of around £400 million contributing to overall 2013 performance and increased core earnings per share on a
constant currency basis.
Simon drove the delivery of £4.8 billion in adjusted free cash flow in 2013 which, along with £2.5 billion realised from
divestments, gives the company the flexibility it needs to protect its credit profile, fund organic investment and
restructuring programmes and to meet its commitment to a growing dividend, further share buy-backs and bolt-on
acquisitions. He also continued to achieve a reduction in our effective core tax rate to 23% (2012: 24.4%).
Dr Moncef Slaoui
Dr Moncef Slaoui delivered a year of exceptional performance for R&D in terms of approvals, filings and pipeline as
detailed above. Under his leadership, the Vaccines business also delivered solid sales growth despite the adverse
impact on Cervarix sales resulting from the suspension of the recommendations for the use of HPV vaccines in Japan.
He has successfully established the new integrated way of working between R&D and other parts of the business to
create a strong, new product launch capability.
The following table shows actual bonuses earned compared to opportunity for 2013 and 2012.
Opportunity
(% of salary)
Level achieved
(% of salary)
Bonus paid
On target
Maximum
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
125%
80%
85%
200%
180%
200%
2013
177%
127%
167%
2012
87%
50%
121%
2013
£/$000
£1,875
£886
$1,973
2012
£/$000
£905
£343
$1,404
2014 operation of annual bonus plan
No changes are proposed to the operation of the annual bonus plan for 2014. Inevitably, targets linked directly to the financial and strategic
plan are commercially sensitive and the Committee does not consider it appropriate to disclose annual bonus targets during the year.
However, details of performance achieved will be disclosed in the 2014 Annual Report.
Long-term incentive plans (audited)
Deferred Annual Bonus Plan and matching awards
The levels of participation in 2012 and 2013 for the Executive
Directors are shown in the table below, together with the maximum
matching awards granted in 2014 in respect of the deferrals of the
2013 bonuses.
Performance Share Plan
The table below shows Performance Share Plan (PSP) award levels
for 2013 and 2014 for each Executive Director:
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
2014
Matching
award
57,060 shares
18,876 shares
18,214 ADS
% of total bonus
deferred into
shares or ADS
2012
50%
50%
50%
2013
50%
35%
50%
Sir Andrew Witty*
Simon Dingemans
Dr Moncef Slaoui
2014
Award
397,066 shares
174,729 shares
111,851 ADS
2014
Award level
as % of
base salary
600%
400%
500%
2013
Award level
as % of
base salary
600%
400%
500%
Vesting of matching awards with a performance period ending 31
December 2013 is shown on pages 112 and 113.
* 25% of Sir Andrew Witty’s 2013 and 2014 PSP awards are subject to
a further two-year vesting period (five years in total).
Performance conditions for matching awards made in 2014 under
the Deferred Annual Bonus Plan (DABP) are the same as for the
Performance Share Plan and are described on page 103.
PSP and DABP matching awards are both subject to performance and
continued employment.
100 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
2011 awards with a performance period ending 31 December 2013 (audited)
The Committee reviewed the performance of the PSP and DABP matching awards granted to Executive Directors in 2011. The performance
achieved in the full three years to 31 December 2013 and the actual vesting levels are set out in the table below. The Committee previously
provided estimates of vesting for 2011 awards in GSK’s 2011 and 2012 Annual Reports. Those estimates were based on performance
achieved at that time and the following reflects performance achieved over the course of the whole performance period. No discretion was
exercised in determining these vesting levels.
Due to commercial sensitivities, the targets for R&D new products and business diversification were not disclosed at the time of grant and
the Committee committed to disclosing them at the time of vesting. These targets are shown in the table below.
Performance
measures
and relative
weighting
Business
diversification
performance
(25%)
Performance targets and performance achieved
The business diversification measure was based on an aggregate three-year revenue
target for Vaccines, Consumer Healthcare, Dermatology and Emerging Markets, Asia
Pacific and Japan. The vesting schedule is shown below. Aggregate sales for the period
were £44.05 billion.
Maximum
Threshold
Target
£48.59 billion
£47.17 billion
£44.81 billion
£42.46 billion
% vesting*
100%
75%
50%
25%
Vesting
% of
maximum
% of award
42%
10.5%
R&D new product
performance
(25%)
The R&D new product performance measure was based on an aggregate three-year
revenue target for New Product sales. New Products are defined as products launched
in the performance period and the two preceding years. Therefore products launched in
the years 2009 to 2013 were included. The vesting schedule is shown below. Aggregate
sales for the period were £4.18 billion.
65%
16.3%
Maximum
Threshold
Target
£4.69 billion
£4.26 billion
£4.05 billion
£3.84 billion
% vesting*
100%
75%
50%
25%
Adjusted free
cash flow
performance
(25%)
Adjusted free cash flow (AFCF) for the three years was £16.80 billion which, in line with
the Committee’s agreed principles, included adjustments for a number of material
distorting items, including legal settlements, exchange rate movements and special
pension contributions.
52%
13.0%
The AFCF vesting schedule was disclosed at the time of grant. 25% (threshold) of the
award vests for achieving AFCF of £16.15 billion, 50% for achieving £16.65 billion, 75%
for achieving £18.32 billion and 100% (maximum) for achieving £19.15 billion, with
straight-line vesting between these points.
Relative TSR
performance
(25%)
GSK’s TSR rank position was 7th in the comparator group of ten pharmaceutical
companies (GSK and nine other companies). The vesting schedule and comparator
group is as set out for the 2014 awards on page 103.
Total vesting in respect of 2013
* Straight-line vesting applies between these points.
0%
0%
39.8%
2010 awards with a performance period ending 31 December 2013 (audited)
The awards granted to Executive Directors in 2010 were based in part on performance over three years (70%) and in part on performance over four
years (30%). The portion of awards measured over the four years to 31 December 2013 lapsed in full, as GSK’s TSR rank position was 9th in a
comparator group of ten pharmaceutical companies (GSK and nine other companies).
GSK Annual Report 2013 101
Update on performance of ongoing awards
The Committee reviewed the performance of the PSP and DABP matching awards granted to Executive Directors in 2012 and 2013.
The following tables provide an estimate of vesting taking into account performance to date. Actual vesting levels will only be determined
based on performance over the full three-year performance periods. The indications below should therefore not be regarded as predictions
of the final vesting levels.
2012 awards with a performance period ending 31 December 2014
Performance
measures
and relative
weighting
Business
diversification
performance
(25%)
Performance update
Business diversification performance for the 2012 awards measures aggregate three-year sales across Vaccines, Dermatology,
Consumer Healthcare and Emerging Markets, Asia Pacific and Japan. Threshold performance results in 25% vesting and maximum
performance (114% of threshold) results in 100% vesting.
Based on aggregate sales for 2012 and 2013, and based on performance measure definitions, vesting is currently estimated to be
between 25% and 50% of the maximum for this element.
R&D new product
performance
(25%)
R&D new product sales performance measures aggregate three-year sales for new products launched in the three-year
performance period and preceding two years, i.e. 2010-2014. Threshold performance results in 25% vesting and maximum
performance (122% of threshold) results in 100% vesting.
Based on aggregate sales of new products for 2012 and 2013, and based on performance measure definitions, vesting is currently
estimated to be around threshold.
Adjusted free
cash flow
performance
(25%)
The adjusted free cash flow (AFCF) vesting schedule for the 2012 awards was disclosed at the time of grant.
25% (threshold) of the award vests for achieving AFCF of £17.30 billion, 50% for achieving £17.84 billion, 75% for achieving
£19.62 billion and 100% (maximum) for achieving £20.52 billion, with straight-line vesting between these points.
Based on adjusted free cash flow for 2012 and 2013, and based on performance measure definitions, vesting is currently estimated
to be below threshold.
Relative TSR
performance
(25%)
For the period 1 January 2012 to 31 December 2013, GSK’s TSR rank position was 9th in the comparator group of ten
pharmaceutical companies (GSK and nine other companies). The vesting schedule and comparator group are as set out for the
2014 awards on page 103. If the ranking position remains at this level, vesting would be below threshold.
Current estimate of potential total vesting for 2012 awards
Less than 25% vesting
2013 awards with a performance period ending 31 December 2015 (audited)
Performance
measures
and relative
weighting
Business
diversification
performance
(25%)
Performance update
Business diversification performance for the 2013 awards measures aggregate three-year sales across Vaccines, Consumer
Healthcare and Emerging Markets, Asia Pacific and Japan. Threshold performance results in 25% vesting and maximum performance
(114% of threshold) results in 100% vesting.
There were good sales for the year for these business areas. Based on aggregate sales for the year, and based on performance
measure definitions, vesting is currently estimated to be between 50% and 75% of the maximum for this element.
R&D new product
performance
(25%)
R&D new product sales performance measures aggregate three-year sales for new products launched in the three-year
performance period and preceding two years, i.e. 2011-2015. Threshold performance results in 25% vesting and maximum
performance (122% of threshold) results in 100% vesting.
There were strong sales of new products in the year. GSK is also on track to deliver its target long-term rate of return on R&D spend
of 14% (13% for 2013). Based on aggregate sales of new products for the year, and based on performance measure definitions,
vesting is currently estimated to be between 75% and 100%.
Adjusted free
cash flow
performance
(25%)
The adjusted free cash flow (AFCF) vesting schedule for the 2013 awards was disclosed at the time of grant.
25% (threshold) of the award vests for achieving AFCF of £14.06 billion, 50% for achieving £14.49 billion, 75% for achieving
£15.94 billion and 100% (maximum) for achieving £16.66 billion, with straight-line vesting between these points.
Based on adjusted free cash flow for the year, and on performance measure definitions, vesting is currently estimated to be
between 50% and 75%.
Relative TSR
performance
(25%)
For the period 1 January 2013 to 31 December 2013, GSK’s TSR rank position was 9th in the comparator group of ten
pharmaceutical companies (GSK and nine other companies). The vesting schedule and comparator group are as set out for the
2014 awards on page 103. If the ranking position remains at this level, vesting would be below threshold.
Current estimate of potential total vesting for 2013 awards
Between 50% and 75% vesting
102 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
Performance targets for 2014 awards
Inevitably, measures linked directly to strategy are commercially sensitive. In particular, the Committee does not consider it appropriate to
disclose the targets for R&D new product performance at grant, as it may result in competitive harm. However, the targets will be disclosed
in full in GSK’s 2016 Annual Report at the end of the performance period, together with details of the extent to which they have been met.
The Committee will provide updates on estimated vesting against the targets during the performance period. The 2014 performance targets
and vesting schedules are set out in the table below.
2014 awards with a performance period ending 31 December 2016
Performance
measures
and relative
weighting
R&D new
product
performance
(1/3rd)
Adjusted free
cash flow
performance
(1/3rd)
Link to strategy
Vesting schedule
Recognises importance of R&D to future business
growth.
Revenue target based on new product sales to
incentivise better R&D performance. New products
defined as products launched in the performance
period and the two preceding years. Therefore, for the
2014-2016 performance period, products launched in
the years 2012-2016 will be included in the
measurement.
Aggregate three-year revenue target for 2014 awards
for new product sales should reflect growth on historic
performance of new product sales.
Recognises importance of effective working capital and
cash management.
Relative TSR
performance
(1/3rd)
Focuses on delivery of value to shareholders.
Relative TSR using a comparator group comprising
GSK and nine other global pharmaceutical companies.
Relative TSR is measured over three years, using a
twelve-month averaging period. TSR is measured in
local currency.
Maximum
Threshold
Performance
(% of threshold)
122%
100%
% vesting
100%
25%
Maximum
Threshold
Performance
target
£16.22 billion
£15.51 billion
£14.10 billion
£13.68 billion
Straight-line vesting between these points.
TSR ranking
within comparator
group1
Maximum
1st, 2nd, 3rd
Threshold2
4th
5th
Median
6th to 10th
% vesting
100%
75%
50%
25%
% vesting
100%
72%
44%
30%
0%
1 TSR comparator group: AstraZeneca, Bristol-Myers Squibb, Eli Lilly,
GlaxoSmithKline, Johnson & Johnson, Merck & Co, Novartis, Pfizer,
Roche Holdings and Sanofi.
2 The vesting schedule is based on delivering 30% vesting for median
performance. In a comparator group of ten companies, median falls
between two companies. Threshold vesting is therefore for achieving
above median performance.
GSK Annual Report 2013 103
Historical vesting for GSK’s LTIs
The following table shows historical vesting levels under the company’s long-term incentive plans (Deferred Annual Bonus Plan matching
awards, Performance Share Plan and Share Option Plan) in respect of awards made to executives since 2004.
Deferred Annual Bonus Plan
Performance Share Plan Share Option Plan
Year of
grant
2004
2006
2007
2008
2009
2010
2011
Performance period
2005–2007
2006–2008
2007–2009
2008–2010
2009–2011/12
2010–2012/13
2011–2013
Total
vesting
%
n/a
n/a
n/a
n/a
n/a
30
40
Vesting
under
TSR
%
38.5
0
35
35
9
9
0
Vesting
under
adjusted free
cash flow
%
n/a
n/a
n/a
n/a
40
16
13
Vesting
under
R&D new
product
%
n/a
n/a
n/a
n/a
n/a
n/a
16
Vesting
under
business
diversification
%
n/a
n/a
n/a
n/a
n/a
n/a
11
Total
vesting
%
38.5
0
35
35
49
25
40
Vesting
under
EPS
%
100
50.7
0
0
0
n/a
n/a
For the Deferred Annual Bonus Plan, the 2010 awards were subject wholly to TSR performance and 2011 awards were subject to the same
performance measures as PSP awards.
Other all-employee share plans
The Executive Directors participate in various all-employee share
plans, including ShareSave and ShareReward.
The ShareSave Plan is a UK HM Revenue & Customs approved plan
open to all UK employees. Participants may save up to £250 a month
from their net salaries for a fixed term of three years and at the end of
the savings period they have the option to buy GSK shares at a
discount of up to 20% of the market price set at the launch of each
savings contract. Sir Andrew Witty and Simon Dingemans make
monthly contributions into the ShareSave Plan.
The ShareReward Plan is a UK HM Revenue & Customs approved
plan open to all UK employees on the same terms. Participants
contribute up to £125 a month from their gross salaries to purchase
GSK shares and the company matches the number of GSK shares
bought each month under this arrangement. Sir Andrew Witty and
Simon Dingemans each contribute £125 a month to buy shares
under the ShareReward Plan.
Dilution limits
All awards are made under plans which incorporate dilution limits
consistent with the guidelines provided by the Association of British
Insurers. These limits are 10% in any rolling ten year period for all
plans and 5% in any rolling ten year period for executive share plans.
Estimated dilution from existing awards made over the last ten years
up to 31 December 2013 is as follows:
All GSK employee share plans
Executive share plans
Payments to past directors during 2013 (audited)
Julian Heslop retired on 31 March 2011. The outstanding balance of
his 2010 PSP award with a performance period ending 31 December
2013 lapsed in full as the performance criteria were not met.
Payments for loss of office during 2013 (audited)
There have been no payments for loss of office to Executive Directors
during 2013.
Share ownership requirements
To align the interests of executives with those of shareholders,
executives are required to build up and maintain significant holdings
of shares in GSK over time.
Executives are required to continue to satisfy these shareholding
requirements for a minimum of 12 months following retirement from
the company.
Current share ownership requirements (SOR) are set out in the table
below:
CEO
Other Executive Directors
Other CET members
Share ownership requirements
4x base salary
3x base salary
2x base salary
Shareholdings for the purpose of SOR as at 21 February 2014 and
achievement of SOR, based upon an average share price for the 90
working days preceding that date, were as set out in the following
table (audited):
10
8
6
4
2
0
10%
5%
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
Holdings for SOR
purposes as at
21 February
2014
31 December
2012
734,002
152,460
498,823
449,987
70,362
296,584
Increase in
shareholding
%
Achievement
of SOR
%
63%
117%
68%
272%
114%
361%
3.59%
3.31%
Actual
Limit
Actual
Limit
Any outstanding share awards still subject to performance criteria or
continued employment are not included in the shareholdings for the
purpose of SOR.
104 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
Pension (audited)
The arrangements for the current Executive Directors are set out in the table below.
Pension arrangements
Sir Andrew Witty
Sir Andrew Witty is a member of the Glaxo Wellcome defined benefit pension plan with an accrual rate of 1/30th of final pensionable
salary. This plan has been closed to new entrants since 2001. The section of the plan that Sir Andrew is a member of provides for a
normal retirement age of 60 and a maximum pension value of 2/3rds of pensionable salary. From 1 April 2013, pensionable earnings
increases are limited to 2% per annum for all members, including Sir Andrew.
Simon Dingemans
Simon Dingemans is not a member of any GSK pension plan for pension contributions and instead receives a cash payment in lieu
of pension of 20% of base salary in line with GSK’s defined contribution pension plan rates.
Simon Dingemans receives death in service and ill-health insurance that is provided as part of the pension plan. This has been
included in employee benefits on page 98.
Dr Moncef Slaoui
Dr Moncef Slaoui is a member of the US Cash Balance Pension Plan and the Supplemental Cash Balance Pension Plan which
provides for an Executive Pension Credit. GSK makes annual contributions to Dr Moncef Slaoui’s pension plans of 38% of his base
salary. The plans provide a cash sum at retirement and the fund increases at an interest rate set annually in advance, based on the
30 year US Treasury bond rate. The plan has no entitlement to a spouse’s pension or to pension increases.
Dr Moncef Slaoui was an active member of the Belgium Fortis Plan until 31 May 2006 and has been a deferred member since.
This plan is a defined benefit plan with a lump sum payable at a normal retirement age of 60. There are no further company
contributions to this plan.
Dr Moncef Slaoui is also a member of the GSK 401(k) savings scheme open to all US employees and the Executive Supplemental
Savings Plan (ESSP), a savings scheme open to executives to accrue benefits above US government limits imposed on the GSK
401(k) plan. Contributions to both plans are invested in a range of funds. The combined contribution rate under the plans is up to 6%
(2% core contributions plus a match of up to 4%) of total base salary and bonus, less any bonus deferred under the Deferred Annual
Bonus Plan.
The following table shows the breakdown of the pension values set out on page 97.
Pension remuneration values
UK defined benefit
US defined benefit
Belgian defined benefit
Employer cash contributions
Member contributions
Total pension remuneration value
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
2013
£000
739
–
–
–
(32)
707
2012
£000
490
–
–
–
(31)
459
2013
£000
–
–
–
140
–
140
2012
£000
–
–
–
136
–
136
2013
000
–
–
€101
$127
–
$266
2012
000
–
$1,658
€114
$122
–
$1,931
a)
The pension remuneration figures have been calculated in accordance with the methodology set out in the Remuneration Regulations. In
calculating the defined benefit pension values for 2013, the difference between the accrued pension as at 31.12.2013 and the accrued pension as
at 31.12.2012 increased by inflation (2.2% for UK defined benefit, 1.2% for Belgium defined benefit), has been multiplied by 20. Where this results
in a negative value, this has been deemed to be zero. In calculating total values, amounts have been translated from Euros into US dollars using an
exchange rate of 1.38 for 2013 and 1.32 for 2012.
b) For Sir Andrew, further details regarding the 2013 pension values are set out in the table below.
Sir Andrew Witty
UK – Funded
UK – Unfunded
Total
Accrued pension as at
31.12.2013 (£ p.a.)
69,251
562,855
632,106
Accrued pension as at
31.12.2012 (£ p.a.)
67,496
514,841
582,337
Pension remuneration
value for 2013 (£000)
5
734
739
Sir Andrew joined GSK predecessor companies in 1991 and progressed through roles of increasing seniority within GSK until he was appointed
CEO in May 2008. During this time, he has built up pensionable service through the different tiers of the Glaxo Wellcome Pension Plan. His
current pension entitlement is a product of his service and progression within GSK.
c) For Dr Moncef Slaoui, further details regarding the 2013 pension values are set out in the table below.
Dr Moncef Slaoui
US – Funded
US – Unfunded
Belgium – Funded
US – 401(k) & ESSP
Total
Accrued pension as at
31.12.2013 (p.a.)
$12,200
$325,080
€84,000
–
–
Accrued pension as at
31.12.2012 (p.a.)
$13,116
$337,217
€78,000
–
–
Pension remuneration
value for 2013 (000)
–
–
€101
$127
$266
Dr Moncef Slaoui joined GSK predecessor companies in 1988 and he progressed through a number of senior roles within GSK until he was
appointed Chairman, Research & Development in June 2006. During this time, he has built up pensionable service in the Belgium Fortis Plan
and US Cash Balance Plan and Supplemental Pension Plan. Annual employer cash contributions were made to the 401(k) Plan and Executive
Supplemental Savings Plan. His current pension entitlement is a product of his service and progression within GSK.
GSK Annual Report 2013 105
Performance graph and table
Percentage change in remuneration of CEO
CEO
UK employees
Sir Andrew Witty
2.5%
2.7%
(21)%
0%
107%
36%
Base salary
Benefits Annual bonus
This reflects salary earned in, benefits received in and annual bonus
earned in respect of 2013 compared to 2012. For the wider UK
employee population, the salary increase includes the annual salary
review as well as any additional changes in the year, eg on promotion.
The 0% increase for benefits for UK employees reflects there being
no change to benefits policies or levels during the year. It does not
reflect any changes to the level of benefits an individual may have
received as a result of a change in role, eg promotion. The UK
population was considered to be the most relevant comparison as
it most closely reflects the economic environment encountered by
the CEO.
Relative importance of pay
The following table sets out the percentage changes in the Group’s
dividends to shareholders, share buy-back and total employee pay.
Total employee pay
Dividends
Share buy-back
2013
£m
7,591
3,680
1,504
2012
£m
6,935
3,814
2,493
% change
9.5%
(3.5)%
(39.7)%
The figures in the table above are as set out on pages 135 and 149.
The 2012 dividend figure includes the supplemental dividend of
£248 million paid in 2012. Dividends declared in respect of 2013
were £3,754 million (2012: £3,614 million), i.e. an increase of 3.9%.
The timing of share buy-backs is influenced by market conditions
and price.
Total employee pay is for all Group employees globally.
The Board encourages Executive Directors to hold one external
directorship once they have become established in their role, to
broaden their experience and development, and help increase the
pool of candidates for Non-Executive Directors. Any outside
appointments are considered by the Nominations Committee to
ensure they would not cause a conflict of interest and are then
approved by the Chairman on behalf of the Board. It is the company’s
policy that remuneration earned from such appointments may be kept
by the individual Executive Director.
During 2013, Dr Moncef Slaoui received $8,000 in relation to
his membership of the Qatar Biomedical Research Institute Scientific
Advisory Committee. There are no other external appointments for
which he receives any remuneration. During 2013, Sir Andrew Witty
and Simon Dingemans did not hold any external appointments for
which they were remunerated.
The following graph sets out the performance of the company relative
to the FTSE 100 index, and to the pharmaceutical performance
comparator group for the five year period to 31 December 2013.
The graph has been prepared in accordance with the Remuneration
Regulations and is not an indication of the likely vesting of awards
granted under any of the company’s incentive plans. These indices
were selected for comparison purposes as they reflect both the index
of which GSK is a constituent and the industry in which it operates.
200
180
160
140
120
100
80
60
31/12/08
31/12/09
31/12/10
31/12/11
31/12/12
31/12/13
GlaxoSmithKline Total Return
GlaxoSmithKline Pharma Peers Total Return Index*
FTSE 100 Total Return Index
* This index comprises AstraZeneca, Bristol-Myers Squibb, Eli Lilly,
Johnson & Johnson, Merck & Co, Novartis, Pfizer, Roche Holdings and Sanofi.
Remuneration table
CEO
(Sir Andrew Witty)
CEO single figure of
remuneration
Annual bonus award(1)
(% of maximum)
Vesting of LTI awards
(% of maximum)
7,207
4,386
6,807
4,562
5,790
88%
44% 100%
59% 100%
(6) 31% (5) 24% (4) 70% (3) 35% (2) 35%
(1) 2009 and 2010 bonus amounts include amounts paid under the
Operational Efficiency Bonus in place for those years. The overall
maximum receivable was subject to a limit of 200% of base salary.
(2) In respect of the 2007 PSP award. Sir Andrew also had an
outstanding award over 195,500 share options, granted in 2007
which lapsed in full. These have not been included in the total vesting
percentage due to the distorting effect of aggregating conditional
shares and share options.
(3) In respect of the 2008 PSP award. Sir Andrew also had an
outstanding award over 525,000 share options, granted in 2008
which lapsed in full. These have not been included in the total vesting
percentage due to the distorting effect of aggregating conditional
shares and share options.
(4) In respect of the three-year element of the 2009 PSP award.
(5) In respect of the four-year element of the 2009 PSP award, the
three-year element of the 2010 PSP award and the 2010 DABP
matching award.
(6) In respect of the four-year element of the 2010 PSP award, the 2011
PSP award and the 2011 DABP matching award.
106 GSK Annual Report 2013
2013
£000
2012
£000
2011
£000
2010
£000
2009
£000
External appointments for Executive Directors
Governance & remuneration Directors’ Remuneration Report
The Remuneration Committee
Role of the Committee
The role of the Committee is to set the company’s remuneration
policy so that GSK is able to recruit, retain and motivate its
executives. The remuneration policy is regularly reviewed to
ensure that it is consistent with the company’s scale and scope
of operations, supports the business strategy and growth plans
and helps drive the creation of shareholder value.
Terms of reference
The Committee’s full terms of reference are available on the
company’s website. The terms of reference, which are reviewed
at least annually, were last revised in December 2013 in light of
best practice and the new remuneration regulations.
Governance
The Board considers all of the members of the Committee to be
independent Non-Executive Directors in accordance with the UK
Corporate Governance Code, with the exception of Sir Christopher
Gent, Chairman of the company, who was considered independent
on appointment.
The Committee met six times in scheduled meetings during 2013,
with each member attending as follows:
Committee
member
since
20 May 2009
Attendance
at full
meetings
during 2013
6/6
Adviser to the Committee
The Committee has access to external advice as required. During the
year, the Committee carried out a formal review of the independent
advisers to the Committee. As a result of this review, the Committee
decided to reappoint Deloitte LLP to provide it with independent advice
on executive remuneration. The Committee Chairman agrees the
protocols under which Deloitte provides advice and the Committee
is satisfied that the advice they have received from Deloitte has been
objective and independent.
Deloitte is a member of the Remuneration Consultants’ Group and,
as such, voluntarily operates under the code of conduct in relation
to executive remuneration consulting in the UK. The code of conduct
can be found at www.remunerationconsultantsgroup.com.
Deloitte provided independent commentary on matters under
consideration by the Committee and provided updates on market
practice and legislative requirements. Deloitte’s fees for advice
provided to the Committee in 2013 were £328,000. Fees were
charged on a time and materials basis. Deloitte LLP also provided
other consulting, tax and assurance services to GSK during the year,
however, the Committee are satisfied that this does not compromise
the independence of the advice they have received from Deloitte.
Towers Watson provided additional market data to the Committee.
Commitment to shareholders
The Committee engages in regular dialogue with shareholders and
holds annual meetings with GSK’s largest investors to discuss and
take feedback on its remuneration policy. In particular, the Committee
discusses any significant changes to the policy or the measures used
to assess performance.
1 May 2013
1 January 2007
1 January 2013
1 July 2012
10 October 2013
3/3
6/6
6/6
5/6
0/1
Shareholder votes on remuneration matters
AGM
2013
Total votes
cast (Billion)
3.8
Total votes
for (%)
94.6
Total votes
against (%)
5.4
Votes
withheld
(Million)
34.4
Members
Tom de Swaan
(Chairman from 1 January 2013)
Dr Stephanie Burns
Sir Christopher Gent
Judy Lewent
Sir Deryck Maughan
Hans Wijers
Sir Deryck Maughan and Hans Wijers were each unable to attend
one Committee meeting due to prior business commitments.
In addition to the six scheduled meetings, the Committee met in full
on three occasions to further consider the remuneration matters under
review in the year including the review of long-term incentive design
and the 2013 Remuneration Report under the new regulations. The
Committee also met on a quorate basis on two occasions to approve
the formal grant of long-term incentive awards to employees below
the Corporate Executive Team.
Committee meetings usually include a closed session, during
which only members of the Committee are present. Other individuals
may also be invited to attend Committee meetings during the year.
Executives and other Committee attendees are not involved in any
decisions, and are not present at any discussions regarding their
own remuneration.
Other attendees at Committee meetings include:
Attendee
CEO
CFO
Head of Human Resources
Head of Reward
Secretary to the Committee
Committee Adviser – Deloitte LLP
Attends
as required
✓
✓
✓
✓
Regular
attendee
✓
✓
GSK Annual Report 2013 107
Principal activities and matters addressed during 2013
The Committee’s principal activities and matters addressed during 2013 are set out below:
Month
January
February
March
July
July
August
Remuneration
Overall
Incentives
Governance and other matters
Approve executives’ 2013 remuneration,
including salaries of CEO, CFO and
Chairman, Global R&D & Vaccines
Remuneration environment update
Review and approve executives’ 2012
bonuses
Set 2013 bonus objectives
Review draft 2012 Remuneration Report
Approve 2012 Remuneration Report
Review LTI performance outcomes and
approve vesting of outstanding 2009 LTI
awards (2009-2012) and 2010 LTI
awards (2010-2012)
Approve LTI measures and targets for
2013 awards (2013-2015), and grant
awards to Executive Directors and below
Remuneration environment update,
including consideration of new reporting
regulations
Update on new remuneration reporting
regulations, including early draft of 2013
Remuneration Report
CET remuneration review
Review of long-term incentive design
(performance measures, comparator
group and time horizons)
Grant interim 2013 LTI awards
(below executives)
Grant main 2013 Share Value Plan
awards (below executives)
Review shareholder feedback
Set Committee’s agenda for 2013
Review AGM feedback and external
environment
Approve Committee evaluation process
Review of independent adviser
September
Review of pay comparator groups
October
November
November
December
Update on executives’ pension
arrangements
Review draft disclosures for 2013
Remuneration Report
Review of terms and conditions and
policies
Annual pay review
Approve Executive Directors’ 2014
salaries
Continuation of review of long-term
incentive design (performance measures,
comparator group and time horizons)
Review of external remuneration
environment
Update on LTI vesting for 2011 awards
(2011-2013)
Review of Chairman’s fees
Annual meeting with investors
Approve materials for annual investor
meeting
Review feedback from shareholder
meetings
Review findings from Committee
evaluation
Review draft 2013 Remuneration Report
108 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
Non-Executive Directors
Chairman and other Non-Executive Directors
The company aims to provide the Chairman and other Non-Executive
Directors with fees that are competitive with those paid by other
companies of equivalent size and complexity, subject to the limits
contained in GSK’s Articles of Association.
Review of the Chairman’s fees
Sir Christopher Gent took up the role of Chairman in January 2005.
The Chairman’s fees were last increased in January 2013 from
£675,000 to £710,000. £170,000 (or approximately 24%) of Sir
Christopher’s total fees for 2013 were delivered in shares, which are
deferred until he steps down from the Board. Fees were reviewed in
2013 but there is no planned increase for 2014. The Chairman has
elected to increase the proportion of his fees delivered in shares to
35% from 1 January 2014 onwards.
Review of Non-Executive Director fees
Non-Executive Director fees were last increased in January 2013.
There were no increases to the supplemental fees. A minimum of
25% of fees will continue to be delivered as shares deferred until the
Non-Executive Director steps down from the Board.
Fees were reviewed in 2013 but there are no planned increases for
2014. The Non-Executive Directors’ fees applying from 1 January
2014 are set out below:
Standard annual cash retainer fee
Supplemental fees
Chairman of the Audit & Risk Committee
Senior Independent Director and Scientific/Medical Experts
Chairmen of the Remuneration and Corporate
Responsibility Committees†
Non-Executive Director undertaking intercontinental
travel to meetings
Per annum
£85,000
£80,000
£30,000
£20,000
£7,500
per meeting
† Sir Christopher Gent is the Chairman of the Corporate Responsibility
Committee, but does not receive the additional fee listed above.
Letters of appointment
The terms of engagement of the Non-Executive Directors are
set out in letters of appointment which are available for inspection
at the company’s registered office and at the AGM. For each
Non-Executive Director, his or her initial appointment and any
subsequent re-appointment are subject to election and, thereafter,
periodic re-election by shareholders.
The Non-Executive Directors’ letters of appointment do not
contain provision for notice periods or for compensation if their
appointments are terminated.
The following table shows the date of the initial letter of appointment
of each Non-Executive Director:
Non-Executive Director
Sir Christopher Gent
Professor Sir Roy Anderson
Dr Stephanie Burns
Stacey Cartwright
Lynn Elsenhans
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Tom de Swaan
Jing Ulrich
Hans Wijers
Sir Robert Wilson
Date of letter of appointment
26 May 2004
28 September 2007
12 February 2007
3 March 2011
3 May 2012
3 March 2011
26 May 2004
3 July 2008
21 December 2005
3 May 2012
29 January 2013
9 June 2003
The table below (audited) sets out the value of fees and benefits
received by the Non-Executive Directors in the form of cash and
shares or ADS. Further details of the Non-Executive Directors’
share allocation plan are set out on page 115.
Non-Executive Directors’
emoluments (000)
Professor Sir Roy Anderson
Dr Stephanie Burns
Stacey Cartwright
Sir Crispin Davis
Lynn Elsenhans
Sir Christopher Gent
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Tom de Swaan
Jing Ulrich
Hans Wijers
Sir Robert Wilson
Cash
£103
$86
£81
–
£11
£540
$235
–
$58
£90
$157
£53
£88
Fees
Shares/ADS
Benefits
£34
$86
£27
£44
£104
£170
$78
$205
$175
£30
$52
£18
£29
£15
$72
£5
£11
£71
£24
$124
$114
$119
£38
$182
£11
£16
2013
Total
£152
$244
£113
£55
£186
£734
$437
$319
$352
£158
$391
£82
£133
2012 (restated for benefits)
Cash
£90
$82
£56
–
£4
£540
$124
–
$53
£127
$53
–
£90
Fees
Shares/ADS
Benefits
£30
$82
£19
£110
£34
£135
$41
$165
$159
£43
$18
–
£30
£22
$80
£6
£22
£51
£32
$171
$118
$136
£45
$42
–
£20
Total
£142
$244
£81
£132
£89
£707
$336
$283
$348
£215
$113
–
£140
a) Benefits primarily consist of travel and subsistence costs incurred in the normal course of business, in relation to meetings on Board and
Committee matters and other GSK-hosted events which are considered to be taxable and as such, the table above now includes these figures
for 2012 (restated) and 2013. For overseas-based Non-Executive Directors, this includes travel to meetings in the UK.
b) Non-Executive Directors that are paid other than in GBP are converted using an exchange rate that is set annually based on the average rate
for the last quarter of the year prior to payment. The rate is reviewed if it moves significantly during the year.
c) James Murdoch was not a Non-Executive Director, and did not receive fees or benefits, during 2013. However, shares built up over a number
of years under the Non-Executive Directors’ share allocation plan were released to him during the year, as detailed on page 115.
d) Sir Crispin Davis retired from the Board on 1 May 2013 and Hans Wijers joined the Board on 1 April 2013.
GSK Annual Report 2013 109
Directors’ interests in shares (audited)
The following interests of the Directors of the company in office at 31 December 2013 and their connected persons are shown below.
Total directors’ interests as at:
21 February
2014
31 December
2013
1 January
2013
Unvested and
subject to
performance
Shares/ADS
Unvested and
not subject to
performance
Breakdown of share plan interests as at 31 December 2013:
Options
Unvested and
subject to
performance
Unvested and
not subject to
performance
Vested but
not exercised
Exercised in
the year
Executive Directors
Shares
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
ADS
Dr Moncef Slaoui
Non-Executive Directors
Shares
Professor Sir Roy Anderson
Dr Stephanie Burns
Stacey Cartwright
Tom de Swaan
Sir Christopher Gent
Hans Wijers
Sir Robert Wilson
ADS
Dr Stephanie Burns
Lynn Elsenhans
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Jing Ulrich
734,002
152,460
53,340
566,142
84,872
53,089
449,987
70,362
63,472
1,699,512
655,570
–
–
–
–
222,742
164,995
116,556
560,662
67,164
17,254
44
4,367
24,059
109,404
1,113
30,842
14,284
5,620
13,200
36,198
25,876
1,809
17,254
44
4,367
24,059
109,404
1,113
30,842
14,284
5,620
13,200
36,198
25,876
1,809
14,401
44
2,547
21,168
94,212
–
27,953
12,008
2,181
11,542
30,720
21,383
734
–
–
–
–
–
–
–
–
–
–
–
–
–
17,254
–
4,246
24,059
109,404
1,113
24,714
14,219
4,620
3,200
36,198
25,876
1,471
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
124,038
44,794
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
267,493
–
95,320
4,235
–
–
–
–
–
–
–
–
–
–
–
–
–
172,958
–
25,981
–
–
–
–
–
–
–
–
–
–
–
–
–
–
a) Unvested shares and ADS and unvested options held by Executive Directors which are not subject to performance reflect bonus deferrals under
the Deferred Annual Bonus Plan and ShareSave awards.
b) One GSK ADS represents two GSK shares.
c) Total interests include shares purchased through the GlaxoSmithKline ShareReward Plan. During 2013, 148 and 106 shares were awarded to Sir Andrew
Witty and Simon Dingemans respectively under the plan. The balance of shares within the plan is as follows:
ShareReward Plan
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui does not participate in the ShareReward Plan.
21 February 2014
2,489
643
31 December 2013
2,429
604
1 January 2013
2,134
392
d) Total interests include shares or ADS resulting from the deferral of bonus (and the subsequent re-investment of dividends) under the Deferred Annual Bonus
Plan. The totals shown in the table below include bonus deferrals, but exclude any unvested matching awards which are subject to ongoing performance
criteria. The amounts represent the gross share and ADS balances prior to the sale of any shares or ADS to satisfy tax liabilities.
Deferred Annual Bonus Plan (bonus deferrals)
Sir Andrew Witty (Shares)
Simon Dingemans (Shares)
Dr Moncef Slaoui (ADS)
21 February 2014
181,785
63,669
78,331
31 December 2013
123,262
44,268
59,424
1 January 2013
112,833
29,970
40,269
e) Total interests at 21 February 2014 include any shares or ADS which vested due to performance under elements of the Performance Share Plan
(2011-2013 awards), less those sold to satisfy tax liabilities on the vested amounts (see pages 112 to 114 for further details).
f) For Dr Moncef Slaoui, total interests include ADS purchased within the 401(k) Plan and the US Executive Supplemental Savings Plan (ESSP), and
ADS awarded to Dr Moncef Slaoui’s connected person under the Share Value Plan (SVP). The relevant balances are as follows:
Dr Moncef Slaoui
US Retirement Savings Plans
Share Value Plan
21 February 2014
10,538
7,740
31 December 2013
10,241
7,740
1 January 2013
8,249
5,390
As an Executive Director, Dr Moncef Slaoui is not eligible to receive awards under the SVP. The SVP awards shown above reflect the holdings of
Dr Moncef Slaoui’s connected person, who is also an employee of GSK. The awards are subject to three-year vesting periods and vesting is
contingent on continued employment within GSK. Any gains arising on vesting are not included in Dr Moncef Slaoui’s total remuneration figures.
During the year, the connected person was granted 2,990 ADS on 27 August 2013 at a grant price of $51.76 (face value of $154,762). Dr Moncef
Slaoui’s total interests in shares also include PSP awards held by his connected person, who is also an employee of GSK. These awards are subject to
performance criteria relevant to employees below the CET. As at 31 December 2013, the connected person held 3,898 ADS under award, comprising
awards made in 2012 (2,103 ADS) and 2013 (1,795 ADS) including dividend re-investment.
110 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
g) For Sir Andrew Witty and Simon Dingemans, the unvested options not subject to performance include holdings of 776 and 526 respectively as at
31 December 2013 in the ShareSave Plan, in which they participate on the same terms as all other employees. No ShareSave awards were granted
to Sir Andrew Witty during 2013. Simon Dingemans was granted 216 options under the plan on 1 December 2013. The remainder of unvested
options not subject to performance relate to bonus deferrals structured as nil-cost options under the DABP.
h) For the Executive Directors, the following table provides details of vested but unexercised options as at 31 December 2013 under the Share Option
Plan (SOP). GSK granted options under this plan to Executive Directors on an annual basis until 2009.
Date of grant
02.12.04
21.02.06
Lapse date
01.12.14
20.02.16
Exercise price
£11.23
£14.68
Number of shares under option
Sir Andrew Witty
177,500
89,993
267,493
Dr Moncef Slaoui
26,800
68,520
95,320
i) The ADS vested but unexercised options totalling 4,235 for Dr Moncef Slaoui represents the ADS options held by Dr Moncef Slaoui’s connected
person, who is also an employee of GSK.
j) The following table sets out details of options (including nil-cost options under the DABP and Annual Investment Plan) exercised during 2013 by
Executive Directors. Simon Dingemans did not exercise any options during the year (his first nil-cost options under the DABP will become
exercisable in 2015).
Type of award
Sir Andrew Witty
SOP
DABP – deferral
DABP – matching
Dr Moncef Slaoui
Annual Investment Plan
Date of grant
Number of shares
under option
Date of exercise
Exercise price
Market
price at exercise
Gain on exercise
(£000)
15.12.03
22.02.10
22.02.10
20.03.03
20.03.04
18.03.05
20.03.06
136,000
28,429
8,529
172,958
5,143
5,228
5,393
10,217
25,981
13.05.13
13.05.13
13.05.13
15.03.13
15.03.13
15.03.13
15.03.13
£12.70
–
–
–
–
–
–
£16.81
£16.83
£16.83
£14.95
£14.95
£14.95
£14.95
£559
£478
£144
£1,181
£77
£78
£81
£153
£389
k) In respect of options under the SOP and the ShareSave plans, the remuneration receivable by an Executive Director is calculated on the date that
the options first vest. The remuneration is the difference between the amount the Executive Director is required to pay to buy the shares or ADS
and the total value of the shares or ADS on the vesting date. If the Executive Director chooses not to exercise the options on the vesting date, any
subsequent increase or decrease in the amount realised will be due to movements in the share or ADS price between the vesting date and the date
of exercise. This increase or decrease in value is the result of an investment decision by the Executive Director and, as such, is not recorded as
remuneration. No options vested for Executive Directors during 2013.
l) For Non-Executive Directors, total interests include shares or ADS received as part or all of their fees under the Share Allocation Plan (see page
115 for further details and balances). Note that dividends received on shares or ADS under the plan during 2013 were converted into shares or
ADS as at 31 December 2013.
m) Hans Wijers joined the Board on 1 April 2013.
GSK Annual Report 2013 111
Deferred Annual Bonus Plan matching awards
Deferred Annual Bonus Plan (DABP) matching awards are made annually to Executive Directors, based on the individual’s mandatory
deferral and voluntary bonus election. The company will match shares or ADS up to one-for-one depending on the company’s performance
during a three-year performance period. Performance conditions and vesting levels are described on pages 101 to 103 of this report.
Awards to UK-based Executive Directors are made in the form of nil-cost options. Once an award vests, the UK-based Executive Director
may choose to exercise the award at any time up to 10 years from the date of grant. Awards to US-based Executive Directors are made as a
conditional award of shares. The amount of remuneration receivable in respect of the matching shares or ADS is calculated using the share
or ADS price on the date the relevant award vests. If an Executive Director chooses not to exercise the nil-cost options on the vesting date,
any subsequent increase or decrease in the amount realised will be due to movements in the share price between the vesting date and the
date of exercise. This increase or decrease in value is the result of an investment decision and, as such, is not recorded as remuneration.
Dividends are reinvested on the nil-cost options or conditional awards of shares made to Executive Directors up to the date of vesting.
The following tables provide details for each Executive Director in respect of DABP matching awards. Market price at grant and at vesting
represent the closing share price on that date.
2010-2012
2011-2013
2012-2014
2013-2015
2014-2016
Performance period
£12.35
27,649
–
–
780
(8,529)
(19,900)
–
8,529
£14.66
000
£125
£11.80
34,451
–
–
2,295
–
–
36,746
–
436
(14,799)*
(22,383)*
–
14,799
£16.83
000
£249
£14.12
50,733
–
–
3,533
–
–
54,266
–
644
–
–
54,910
£14.54
–
31,114
£452
1,136
–
–
32,250
–
383
–
–
32,633
£16.43
–
–
–
–
–
–
–
57,060
–
–
–
57,060
2012-2014
2013-2015
2014-2016
Performance period
£14.12
29,970
–
–
2,086
–
–
32,056
–
380
–
–
32,436
£14.54
–
11,783
£171
429
–
–
12,212
–
145
–
–
12,357
£16.43
–
–
–
–
–
–
–
18,876
–
–
–
18,876
Sir Andrew Witty – Shares
Market price at grant
Unvested at 31 December 2012
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2013
Granted
Dividends reinvested
Vested
Lapsed
Unvested at 24 February 2014
* Vested and lapsed on 24 February 2014.
Vested shares
Number of shares
Market price at vesting
Gain:
Remuneration for 2012
Remuneration for 2013
Simon Dingemans – Shares
Market price at grant
Unvested at 31 December 2012
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2013
Granted
Dividends reinvested
Vested
Lapsed
Unvested at 24 February 2014
112 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report Deferred Annual Bonus Plan matching awards continued
Dr Moncef Slaoui – ADS
Market price at grant
Unvested at 31 December 2012
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2013
Granted
Dividends reinvested
Vested
Lapsed
Unvested at 24 February 2014
* Vested and lapsed on 24 February 2014.
Vested ADS
Number of ADS
Market price at vesting
Gain:
Remuneration for 2013
2011-2013
2012-2014
2013-2015
2014-2016
Performance period
$44.68
20,010
–
–
1,383
–
–
21,393
–
249
–
–
21,642
$44.27
–
15,859
$702
576
–
–
16,435
–
192
–
–
16,627
$54.17
–
–
–
–
–
–
–
18,214
–
–
–
18,214
$38.22
20,259
–
–
1,337
–
–
21,596
–
252
(8,696)*
(13,152)*
–
8,696
$55.75
000
$485
Performance Share Plan awards
Performance Share Plan (PSP) awards are made to Executive Directors on an annual basis. Under the terms of the PSP, the number of shares
or ADS vesting is determined following the end of the relevant performance period and is dependent on GSK’s performance during that
period. Performance conditions and vesting levels are described on pages 101 to 103.
Dividends are reinvested on the performance shares or ADS awarded to executives throughout the performance period and up to the date of
vesting. At vesting, UK participants receive the relevant number of shares and US participants may defer receipt of all or part of their vested
awards. The amount of remuneration receivable in respect of performance shares is calculated using the share or ADS price on the date the
relevant PSP award vests.
The PSP awards made to Sir Andrew Witty in 2012, 2013 and 2014 have three year performance periods. However, the deeds of award
specify that 25% of the awards will be subject to a further two year vesting period (five years in total). During this two year period, there are
no additional performance criteria and the awards will only lapse if Sir Andrew is dismissed for cause. The remuneration in respect of these
awards will therefore be considered to be realised in full following the determination by the Remuneration Committee of the vesting levels of
the initial 75% of the awards (i.e. full remuneration will be recognised at the end of the three-year performance period).
The following tables provide details for each Executive Director in respect of PSP awards. Market price at grant and at vesting represent the
closing share price on that date.
Executive Directors
Sir Andrew Witty – Shares
Market price at grant
Unvested at 31 December 2012
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2013
Granted
Dividends reinvested
Vested
Lapsed
Unvested at 21 February 2014
Vested shares:
Number of shares
Market price at vesting
Gain:
Remuneration for 2012
Remuneration for 2013
2009-2012
2010-2012
2010-2013
2011-2013
2012-2014
2013-2015
2014-2016
Performance period
£10.62
166,648
–
–
4,700
£12.04
330,718
–
–
9,327
– (121,445)
(218,600)
–
(171,348)
–
£12.04
141,736
–
–
9,183
–
–
150,919
–
1,795
£11.78
457,869
–
–
30,378
–
–
488,247
–
5,808
– (196,634)
(297,421)
–
(152,714)
–
–
£14.66
121,445
£14.66
–
£16.53
196,634
£16.53
000
–
000
£1,780
000
000
–
£3,250
£14.12
452,186
–
–
31,278
–
–
483,464
–
5,751
–
–
489,215
£14.54
–
437,744
£6,365
15,876
–
–
453,620
–
5,395
–
–
459,015
£16.43
–
–
–
–
–
–
–
397,066
–
–
–
397,066
GSK Annual Report 2013 113
2011-2013
2012-2014
2013-2015
2014-2016
Performance period
£14.12
174,091
–
–
12,042
–
–
186,133
–
2,214
–
–
188,347
£14.54
–
192,613
£2,801
6,985
–
–
199,598
–
2,374
–
–
201,972
£16.43
–
–
–
–
–
–
–
174,729
–
–
–
174,729
£11.78
211,535
–
–
14,035
–
–
225,570
–
2,683
(90,845)
(137,408)
–
90,845
£16.53
000
£1,502
2009-2012
2010-2012
2010-2013
2011-2013
2012-2014
2013-2015
2014-2016
Performance period
$33.71
24,462
–
–
699
–
(25,161)
–
$37.32
104,029
–
–
2,973
(38,215)
(68,787)
–
$37.32
44,584
–
–
2,899
–
–
47,483
–
554
–
(48,037)
–
$38.13
159,276
–
–
10,466
–
–
169,742
–
1,979
(68,345)
(103,376)
–
$44.68
132,708
–
–
9,091
–
–
141,799
–
1,653
–
–
143,452
$44.27
–
133,521
$5,911
4,794
–
–
138,315
–
1,613
–
–
139,928
$54.17
–
–
–
–
–
–
–
111,851
–
–
–
111,851
–
$44.22
38,215
$44.22
–
$55.06
68,345
$55.06
000
–
000
000
000
$1,690
–
$3,763
Performance Share Plan awards continued
Simon Dingemans – Shares
Market price at grant
Unvested at 31 December 2012
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2013
Granted
Dividends reinvested
Vested
Lapsed
Unvested at 21 February 2014
Vested shares:
Number of shares
Market price at vesting
Gain:
Remuneration for 2013
Dr Moncef Slaoui – ADS
Market price at grant
Unvested at 31 December 2012
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2013
Granted
Dividends reinvested
Vested
Lapsed
Unvested at 21 February 2014
Vested shares
Number of ADS
Market price at vesting
Gain:
Remuneration for 2012
Remuneration for 2013
114 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
Share allocation plan for Non-Executive Directors
The table below sets out the accumulated number of shares or ADS held by the Non-Executive Directors as at 31 December 2012 and 2013
under the share allocation plan in relation to their fees received as Board members, together with movements in their accounts during the year.
Share allocation plan for Non-Executive Directors
Footnote
31 December
2013
Paid out
Dividends
reinvested
Shares
Professor Sir Roy Anderson
Stacey Cartwright
Sir Crispin Davis
Sir Christopher Gent
James Murdoch
Tom de Swaan
Sir Robert Wilson
Hans Wijers
ADS
Dr Stephanie Burns
Lynn Elsenhans
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Jing Ulrich
a
b
c
17,254
4,246
–
109,404
–
24,059
24,714
1,113
14,219
4,620
3,200
36,198
25,876
1,471
–
–
(81,119)
–
(19,806)
–
–
–
–
–
–
–
–
–
685
125
–
4,467
–
998
1,032
4
539
78
81
1,380
969
25
Number of shares or ADS
31 December
Allocated
2012
& elected
2,168
1,695
2,766
10,725
–
1,893
1,857
1,109
1,737
3,361
1,577
4,098
3,524
1,050
14,401
2,426
78,353
94,212
19,806
21,168
21,825
–
11,943
1,181
1,542
30,720
21,383
396
a) Sir Crispin Davis retired from the Board on 1 May 2013. He elected to receive his shares from the share allocation plan immediately upon retiring
from the Board.
b) James Murdoch retired from the Board on 3 May 2012. He elected to receive his shares from the share allocation plan after the end of the first
quarter of 2013.
c) Hans Wijers joined the Board on 1 April 2013. His opening balance is recorded from this date.
GSK Annual Report 2013 115
Directors and Senior Management
Further information is provided on compensation and interests of Directors and Senior Management as a group (‘the group’). For this purpose,
the group is defined as the Non-Executive and Executive Directors, other members of the Corporate Executive Team and the Company
Secretary. For the financial year 2013, the following table sets out aggregate remuneration for the group for the periods during which they
served in that capacity.
Remuneration for 2013
Total compensation paid
Aggregate increase in accrued pension benefits (net of inflation)
Aggregate payments to defined contribution schemes
(£)
22,956,905
282,475
927,191
During 2013, members of the group were awarded shares and ADS under the company’s various share plans, as set out in the table below.
Awarded during 2013
Deferred Annual Bonus Plan
Performance Share Plan
Deferred Investment Awards (a) (b)
Share Value Plan(b)
a) Notional shares and ADS.
Shares
93,309
1,519,865
–
15,146
Awards
ADS
26,087
313,594
–
2,990
Shares
19,278
274,664
4,908
–
Dividend reinvestment awards
ADS
6,280
70,198
–
–
b) Executive Directors are not eligible to receive Deferred Investment Awards or participate in the Share Value Plan.
At 21 February 2014, the group had the following interests in shares and ADS of the company. Holdings issued under the various executive
share plans are described in Note 42 to the financial statements, ‘Employee share schemes’ on page 199.
Interests at 21 February 2014
Owned
Unexercised options
Deferred Annual Bonus Plan
Performance Share Plan
Deferred Investment Awards
Share Value Plan
Shares
1,396,328
1,287,123
485,315
4,166,903
80,279
79,511
ADS
535,100
39,845
149,014
963,712
–
28,420
Notes
Represents less than 1% of issued share capital
Includes shares and ADS vested but unexercised
Includes shares and ADS vested and deferred
Notional shares and ADS
116 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report Remuneration policy report
Remuneration policy
The total remuneration for each Executive Director comprises the following elements:
Salary
+
Benefits
+
Annual
bonus
+
Value earned
from long-term
incentive
awards
+
Pension
=
Total
remuneration*
* The Committee may, in specific circumstances and in line with stated principles, apply clawback/malus as it determines appropriate.
Future policy table
The company’s Remuneration policy from 7 May 2014 in respect of each of the above elements is outlined in the table below.
Salary
Benefits
International assignment policy
Purpose and link to strategy
To provide a core reward for the role.
Set at a level appropriate to secure and retain high
calibre individuals needed to deliver the Group’s
strategic priorities.
Operation
Individual’s role, experience and performance
and independently sourced data for relevant
comparator groups considered when determining
salary levels.
Salary increases typically take effect in the first
quarter of each year.
Salaries are normally paid in the currency of the
Executive Director’s home country.
Opportunity
There is no formal maximum limit, however,
ordinarily, salary increases will be broadly in line
with the average increases for the wider GSK
workforce.
However, increases may be higher to reflect
a change in the scope of the individual’s role,
responsibilities or experience. Salary adjustments
may also reflect wider market conditions in the
geography in which the individual operates.
Salary levels for 2014 are set out on page 98.
Performance measures
The overall performance of the individual is a key
consideration when determining salary increases.
Purpose and link to strategy
Levels are set to recruit and retain high calibre
individuals to execute the business strategy.
Purpose and link to strategy
GSK may require Executive Directors to relocate
in order to meet business requirements.
Operation
In line with the policy for other employees,
secondment and travel expenses are provided
for executives on overseas placement to facilitate
the relocation process and to provide a continued
standard of living while on assignment.
International assignment allowances cover:
relocation costs; accommodation based on
size of family with appropriate security; location
allowance; relocation-specific tax and financial
advice; school fees; and tax equalisation.
Opportunity
Relocation benefits are dependent on a number of
factors such as home and host country, family size
and duration of the assignment.
It is therefore not possible to provide typical values
or limits.
Performance measures
None
Operation
Executive Directors are eligible to receive
benefits in line with the policy for other employees
which may vary by location. These include car
allowances, healthcare, life assurance/death
in service (where not provided as part of the
individual’s pension arrangements), personal
financial advice and contractual post-retirement
benefits. Executive Directors are also eligible to
participate in all-employee share schemes (eg
ShareSave and ShareReward Plan), under which
they are subject to the same terms as all other
employees.
In order to recognise the high business and travel
requirements of the role, Executive Directors are
also entitled to car travel and may be accompanied
by their spouse/partner on business trips. Other
benefits include expenses incurred in the ordinary
course of business, which are deemed to be
taxable benefits on the individual.
Benefit provision is tailored to reflect market
practice in the geography in which the Executive
Director is based and different policies may apply
if current or future Executive Directors are based
in a different country.
Opportunity
There is no formal maximum limit as benefits costs
can fluctuate depending on changes in provider
cost and individual circumstances.
Details of current benefits and costs are set out in
the Annual Report on Remuneration.
Performance measures
None
GSK Annual Report 2013 117
Pension
Purpose and link to strategy
Pension arrangements provide a competitive
level of retirement income.
Opportunity
Pension arrangements for existing Executive
Directors are as follows:
Operation
Pension arrangements are structured in
accordance with the plans operated in the
country in which the individual is likely to retire.
Where the individual chooses not to become a
member of the pension plan, cash in lieu of the
relevant pension contribution is paid instead.
New Executive Directors in the UK will be
entitled either to join the defined contribution
pension plan or to receive a cash payment in
lieu of pension contribution.
Where an individual is a member of a GSK
legacy defined benefit plan, a defined
contribution plan or an alternative pension plan
arrangement and is subsequently appointed to
the Board, he or she may remain a member of
that plan.
Sir Andrew Witty is a member of the legacy
Glaxo Wellcome defined benefit plan with an
accrual rate of 1/30th of final pensionable salary
per annum. From 1 April 2013, pensionable
earnings increases are limited to 2% per annum
for all members, including Sir Andrew Witty.
Simon Dingemans is not a member of any GSK
pension plan for pension contributions and
instead receives a cash payment of 20% of
salary in lieu of pension contribution.
Dr Moncef Slaoui is a member of the US Cash
Balance Pension Plans, the GSK 401(k) plan
and the Executive Supplemental Savings Plan.
He is also a deferred member of the Belgium
Fortis Plan.
The policy for a new external recruit is:
UK:
• 20% of salary contribution to defined
contribution plan and further 5% in matched
contributions in line with the policy for other
members of the plan; or
• 20% of salary cash payment in lieu of
pension contribution.
US:
Eligible for the same benefits as other US
senior executives:
• Cash Balance Pension Plan and
Supplemental Cash Balance Pension Plan,
including Executive Pension Credit, provide
maximum contribution of 38% of base salary
across all pension plans.
• GSK 401(k) plan (formerly the US
Retirement Savings Plan) and the Executive
Supplemental Savings Plan with core
contributions of 2% of salary and bonus
and matched contributions of 4% of salary
and bonus .
Global:
• Eligible for appropriate equivalent
arrangement not in excess of the
US/UK arrangements.
Performance measures
None
Annual bonus
Purpose and link to strategy
To incentivise and recognise execution of the
business strategy on an annual basis.
Opportunity
The threshold and maximum bonus opportunities
for Executive Directors are as follows:
Performance measures
Based on financial targets and individual
performance objectives.
Threshold
bonus as
a % of
base
salary
Maximum
bonus
as a
% of base
salary
CEO
CFO
Chairman, Global
R&D & Vaccines
40
26
27
200
180
200
25% based on core Group profit before interest
and tax for all Executive Directors. For the CEO
and CFO, the balance is based on core Group
operating profit. For other Executive Directors,
the balance is based on relevant business unit
performance.
Individual performance objectives
A multiplier, based on the achievement of
individual performance targets, is applied to
the bonus awarded for performance against
the financial or operational targets.
Rewards the achievement of stretching annual
financial and strategic business targets and
delivery of personal objectives.
Operation
Financial, operational and business targets are
set at the start of the year by the Committee and
bonus levels are determined by the Committee
based on performance against those targets.
Individual objectives are set at the start of the
year by the Committee and performance against
objectives is assessed by the Committee.
Executive Directors are required to defer 25%
of any bonus earned into shares, or ADS as
appropriate, for three years. They may defer up
to an additional 25% of bonus earned, i.e. up to
an overall maximum deferral of 50%. Deferred
shares vest at the end of the three
year performance period.
Deferred bonus shares are eligible for dividend
equivalents up to the date of vesting.
The Committee may apply judgement in making
appropriate adjustments to individual annual
bonus amounts.
Clawback and/or malus provisions apply as
described on page 119.
118 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
Deferred Annual Bonus Plan (DABP) and Performance Share Plan (PSP)
Purpose and link to strategy
To incentivise and recognise delivery of the
longer term business priorities, financial growth
and increases in shareholder value compared
to other pharmaceutical companies.
Opportunity
DABP
Maximum bonus deferral of 50% of annual bonus
(25% mandatory and up to an additional 25%
voluntary).
Performance measures
Three equally weighted performance
measures:
• R&D new product performance*
In addition, to provide alignment with
shareholder interests, a retention element,
to encourage long-term shareholding and
discourage excessive risk taking.
Operation
DABP
Deferred shares may be matched subject to
the achievement of performance conditions
over three years. Matching awards may be
conditional shares or nil-cost options and are
eligible for dividend equivalents in respect of
the performance period.
PSP
Conditional awards are made annually with
vesting dependent on the achievement of
performance conditions over three years.
Maximum matching opportunity level is on a one
share for one share basis subject to performance
criteria over three years.
PSP
The normal maximum award limit is six times
base salary per annum on the maximum initial
value of performance shares that may be
granted under the PSP to an individual in any
one year.
The PSP rules allow for the Committee to
make awards of more than 600% of salary in
exceptional circumstances.
Current award levels for each of the Executive
Directors are as follows:
• Adjusted free cash flow*
• Relative TSR†
* 25% vests at threshold up to 100% for maximum
performance
† Against comparator group currently comprising
GSK and nine other global pharmaceutical
companies, with 30% vesting at median, rising
to 100% vesting for upper quartile performance.
For details of unvested 2012, 2013 and 2014
awards, see pages 102 and 103, and pages
112 to 114.
% of salary
600
400
500
From 2015 awards onwards, vested awards
must be held for a further two years, i.e. five
years in total, prior to release. 25% of the CEO’s
2012, 2013 and 2014 PSP awards are subject
to an additional two-year vesting period.
CEO
CFO
Chairman, Global
R&D & Vaccines
Awards are eligible for dividend equivalents up
to the date of vesting.
Performance targets for the DABP and PSP
are set at the start of each performance period.
Clawback and/or malus provisions apply as
described below.
Clawback and malus
With effect from the 2013 annual bonus (payable in 2014), Executive Directors are required to defer a minimum of 25% of their annual bonus into
the DABP. In the event of a ‘triggering event’ (eg significant misconduct by way of violation of regulation, law, or a significant GSK policy, such as
Code of Conduct) the company will have the ability to claw back up to three years’ annual and deferred bonuses as well as vested and unvested
LTIs. A separate Recoupment Committee has been established to investigate relevant claims of misconduct.
Additionally, where there has been continuity of responsibility between initiation of an adverse event and its emergence as a problem, the adverse
event should be taken into account in assessing annual bonus awards and LTI vesting levels in the year the problem is identified and for future periods.
The Committee may make appropriate adjustments to individual annual bonuses as well as grant and vesting levels of LTI awards to reflect this.ments
to individual annual bonus amounts.
GSK Annual Report 2013 119
Long-term incentive measures
The Committee has selected three equally weighted performance measures to focus Executive Directors’ long-term remuneration on the
delivery of GSK’s key strategic priorities. From 2014, PSP and DABP awards made to Executive Directors are based on R&D new product
performance, adjusted free cash flow and relative TSR.
In addition to setting robust targets, the Committee has implemented a number of safeguards to ensure the targets are met in a sustainable
way and any performance reflects genuine achievement against targets and therefore represents the delivery of value for shareholders.
For each performance measure, the impact of any acquisition or divestment will be quantified and adjusted for after the event. Any major
adjustment in the calculation of performance measures will be disclosed to shareholders on vesting. The principal safeguards are detailed
under each measure below. The Chairman of the Audit & Risk Committee and other members, who are also members of the Remuneration
Committee, provide input on the Audit & Risk Committee’s review of the Group’s performance and oversight of any risk factors relevant to
remuneration decisions.
The rationale behind each performance measure and how it is calculated are as follows (for vesting schedules please see page 103 of the
Annual Report on Remuneration):
Performance
measure
Rationale
R&D new
product
performance
Recognises the importance of R&D to future business
growth
One of the key indicators used to assess performance in the
pharmaceutical industry is the strength of a company’s product
pipeline. The R&D new product performance measure recognises
the importance of R&D to future business growth and has been
included as a measure in order to incentivise R&D performance
and drive the development and sales of new products. The
Committee believes that it is a robust and appropriate measure
as it reflects actual delivery from the pipeline and launch
excellence.
Adjusted free
cash flow
performance
Relative TSR
performance
Recognises the importance of effective working capital
and cash management
The use of cash flow as a performance measure is intended to
recognise the importance of effective working capital management
and of generating cash from assets for future value-creating
investments and for returns to shareholders.
Focuses on delivery of value to shareholders
The Committee recognises that the delivery of value to
shareholders is a key priority. Relative total shareholder return
against a peer group of global pharmaceutical companies was
selected in order to closely align the interests of Executive
Directors with those of our investors.
The Committee regularly reviews the composition of the TSR
comparator group.
Calculation methodology
The target is based on sales of new products launched in the
performance period and the preceding two years.
The aggregate three-year revenue target should reflect growth
on historic performance.
Vesting may be reduced if insufficient progress has been made
during the performance period towards GSK’s target return on
R&D investment.
The Committee recognises that, from time to time, it may be
appropriate for the company to respond to an emerging pandemic,
as this supports GSK’s ethical responsibilities and values. The
impact of such revenue will be included, unless the Committee
considers that this did not add to shareholder value and provided
that underlying performance was sufficiently positive.
Aggregate three-year adjusted free cash flow target.
Adjustments may be made for materially distorting items which
may include exchange rate movements, major legal and taxation
settlements and special pension contributions.
Relative TSR is measured over three years, using a 12-month
averaging period. TSR is measured in local currency.
120 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report Annual bonus measures
The annual bonus is designed to drive the achievement of GSK’s annual financial and strategic business targets and the delivery of personal
objectives.
The majority of the annual bonus opportunity is based on a formal review of performance against stretching financial targets. This outcome is
then adjusted to reflect individual performance by applying an individual performance multiplier. For reasons of commercial sensitivity, specific
personal objectives are kept confidential.
Financial performance
Individual performance
The Committee believes that it is important for the majority of the CEO
and the CFO’s financial targets to be based on core Group operating profit
with a smaller element based on core Group Profit Before Interest and Tax
to reflect their wider responsibility for driving profitable investments
in associates and joint ventures.
Bonus measures for R&D employees, including Dr Moncef Slaoui, are
linked to pipeline performance. A robust governance structure has
been established to ensure that the bonus payable fairly reflects R&D
productivity and performance.
To recognise Dr Moncef Slaoui’s current dual responsibility for Global
R&D & Vaccines, an element of his bonus is currently based on Vaccines
performance. Consistent with the other Executive Directors, an element
of his bonus is also currently based on core Group Profit Before Interest
and Tax.
CEO
Individual performance objectives for Sir Andrew Witty are set by the
Board in January each year. The Board focuses on the strategic priorities
that have been developed for the Group. Following the end of the
financial year, the Board reviews his performance generally and against
the set objectives to determine the appropriate bonus payable for his
performance.
Other Executive Directors
The CEO sets individual objectives for the other Executive Directors
in line with company strategy and makes recommendations to the
Committee regarding their performance against those objectives at
the end of the year. Those recommendations are then considered by
the Committee before it determines the level of bonuses payable.
Approach to recruitment remuneration
The Committee determines the remuneration package of new
Executive Directors on a case-by-case basis depending on the
role, the market from which they will operate and their experience.
Total remuneration levels will be set by reference to a relevant pay
comparator group and, where appropriate, will allow for future
development in the role.
It is expected that new Executive Directors will participate in short
and long-term incentive plans on the same basis as existing directors.
However, in exceptional circumstances, the Committee reserves the
flexibility to set the incentive limit for a new Executive Director at up
to an additional 50% of the existing limits.
The Committee retains this flexibility in recognition of the high
levels of variable pay in GSK’s global pharmaceutical competitors.
However, the Committee will only use this flexibility when it is
considered to be in the best interests of the company and its
investors. Furthermore, it will only use this flexibility in relation
to external recruits, and any such awards will be in line with the
principles in the future policy table and subject to performance
conditions.
Pension arrangements for external appointments as an Executive
Director will be as set out in the remuneration policy table on
page 118.
Other benefits will be provided in line with the policy for existing
Executive Directors.
Where required to meet business needs, relocation support
will be provided in line with company policy.
For any internal appointments, entitlements under existing
remuneration elements will continue, including pension entitlements
and any outstanding awards. However, where not already the case,
internal appointments will be required to move to Executive Director
contractual terms, including termination provisions.
The Committee is mindful of the sensitivity relating to recruitment
packages and, in particular, the ‘buying out’ of rights relating to
previous employment and sign-on payments. It will therefore seek
to minimise such arrangements. However, in certain circumstances,
to enable the recruitment of exceptional talent, the Committee may
determine that such arrangements are in the best interests of the
company and its shareholders. Such arrangements will, where
possible, be on a like-for-like basis with the forfeited awards.
Arrangements will therefore vary depending on the plans and
arrangements put in place by the previous employer and may be
in the form of cash or shares and may or may not be subject to
performance conditions. Explanations will be provided where
payments are made either as compensation for previous remuneration
forfeited or as a sign-on payment.
The remuneration arrangements for any newly appointed Executive
Director will be disclosed as soon as practicable after the
appointment.
The following policy and principles apply to the roles of Chairman
and Non-Executive Director.
Chairman
Fees will be set at a level that is competitive with those paid by other
companies of equivalent size and complexity. Fees will be paid partly
in shares.
Non-Executive Directors
Fee levels for new Non-Executive Directors will be set on the same
basis as for existing Non-Executive Directors of the company. Subject
to local laws and regulations, fees will be paid partly in shares.
In the event of a Non-Executive Director with a different role and
responsibilities being appointed, fee levels will be benchmarked and
set by reference to comparable roles in companies of equivalent size
and complexity.
GSK Annual Report 2013 121
Loss of office payment policy
The following table sets out the contractual framework for Executive Directors. The terms specifically relating to termination are set out in more
detail below.
Policy
Duration of
contracts
The company does not have a policy of fixed term contracts. Generally, contracts for new appointments will expire in line with the
applicable policy on retirement age, which since 2009 has been 65.
Contracts for existing Executive Directors will expire on the dates shown on page 123.
Notice period
Notice period on termination by employing company or Executive Director is 12 calendar months.
Mitigation
The ability to impose a 12-month non-compete period (and a non-solicitation restriction) on an Executive Director is considered
important by the company to have the ability to protect the Group’s intellectual property and staff.
In light of this, the Committee believes that it would not be appropriate to provide for mitigation in the contracts.
Termination of employment
In the event that an Executive Director’s employment with the company terminates, the following policies and payments will apply.
Element of
Remuneration
Termination
payment
Loss of office payment policy
Termination by notice: 12 months annual salary payable on termination by the company (pro-rated where part of the notice
period is worked). No termination payment is made in respect of any part of a notice period that extends beyond the contract
expiry date.
A bonus element is not normally included in the termination payment. However, the terms of the contracts seek to balance
commercial imperatives and best practice. If the company enforces the non-compete clause for the current CEO and Chairman,
Global R&D and Vaccines, up to 12 months on-target bonus will be payable.
Redundancy: As above, for termination by notice. In the UK, only statutory redundancy pay will apply. In the US, general
severance policy does not apply.
Retirement, death and ill-health, injury or disability: No termination payment.
LTI awards
PSP and DABP matching awards are governed by the Plan Rules as approved by shareholders.
Termination by notice: Unvested awards lapse.
Redundancy and retirement: Generally, awards vest over the original timescales, subject to the original performance conditions.
Awards made in the last 12 months are forfeited.
Death and ill-health, injury or disability: Generally, awards will vest following the end of the financial year, normally taking into
account performance to that date. Awards may be pro-rated for time.
In the event of a change of control, PSP and DABP matching awards will vest, taking into account performance to date and
normally taking into account the proportion of the performance period that has elapsed. Alternatively, the awards may be exchanged
for new awards.
Annual bonus
Termination by notice by individual: If an individual serves notice and the termination date falls before 31 December, the bonus
is forfeited.
Termination by notice by the company, redundancy, retirement, death and ill-health, injury or disability: If the termination
date falls during the financial year, eligible for pro-rated on-target bonus (if employed on 31 December, bonus payable based on
actual results).
DABP deferred
bonus awards
Termination by notice: Deferred shares vest in full on the date of termination.
Redundancy, retirement, death and ill-health, injury or disability: Generally, deferred shares vest in full at the end of the
financial year in which the termination date falls.
Benefits
Generally, benefits will continue to apply until the termination date.
Termination by notice by the company and retirement (US executives): In line with the policy applicable to US senior
executives, the Chairman, Global R&D & Vaccines may become eligible, at a future date, to receive continuing medical and
dental insurance after termination/retirement.
Termination by mutual agreement: In certain circumstances it can be in the best interests of the company for the Board to manage proactively succession
planning and the development of the senior talent pipeline. In such circumstances, the Board may therefore agree that an executive’s departure will be by
mutual agreement. In order for this to apply, the Committee will need to be satisfied that the executive has demonstrated performance in line with expectations,
where required they should have contributed to an orderly succession, and they should have completed at least 20 years’ service with the Group on the
termination date. In the case of an Executive Director, they would then be treated as a ‘good leaver’ for the purposes of GSK’s long-term incentive plans. If the
termination date falls during the financial year, they would be eligible for a pro-rated on-target bonus and if they are employed on 31 December, the bonus
payable would be based on actual results. In the case of the CEO, as a member of the UK defined benefit pension scheme, his pension would then be payable
from the later of his termination date and age 55 without actuarial reduction.
122 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report
Termination of employment continued
The Committee does not anticipate the exercise of discretion
provided by the PSP and DABP plan rules in respect of termination
payments. However, there may be unforeseen circumstances where
this is in the best interests of the company and its shareholders.
Where it is necessary to exercise discretion, explanations will be
provided.
Where an Executive Director leaves the company, the Committee
will carry out an assessment of the individual’s performance and
conduct over the time in role. If it is determined that the individual’s
performance or conduct was contrary to the legitimate expectations
of the company, the Committee reserves the right to apply
appropriate mechanisms such as ‘clawback’ (see page 119),
or reduction or lapsing of outstanding incentive awards (‘malus’),
to ensure that any termination payments are in the best interests
of the company and its shareholders.
In the case of termination for cause, all payments and unvested
awards are forfeited except shares deferred under the DABP
(which vest in full on the date of termination) and accrued salary
and expenses.
Service contracts
The table below sets out the relevant dates of the current Executive
Directors’ service contracts, which are available for review at the
company’s registered office during office hours.
Sir Andrew
Witty
Simon
Dingemans
Dr Moncef
Slaoui
Date of
contract
Effective
date Expiry date
Notes
18.06.08 22.05.08 31.08.24 Contract amended on
04.02.10 to remove
entitlement to bonus
on termination
08.09.10 04.01.11 30.04.28
21.12.10
21.12.10 01.08.19 Contract replaced on
21.12.10, principally to
remove entitlement to
bonus on termination
Differences between remuneration policy
for Executive Directors and other employees
When setting remuneration levels for the Executive Directors,
the Committee considers the prevailing market conditions, the
competitive environment (through comparison with the remuneration
of executives at companies of similar size, complexity and
international reach) and the positioning and relativities of pay
and employment conditions across the broader GSK workforce.
In particular, the Committee considers the range of base salary rises
for the workforces of those parts of GSK where the CEO, CFO and
Chairman, Global R&D & Vaccines are employed. This is considered
to be the most relevant comparison as these populations reflect most
closely the economic environments encountered by the individuals.
The same principles apply to the remuneration policy for Executive
Directors and other employees although the remuneration offered
to Executive Directors under this policy has a stronger emphasis
on performance-related pay than that offered to other employees
of the Group.
• Salary and benefits (including pension) are tailored to the local
market.
• The annual bonus plan applies to the wider employee population
and is based on business and individual performance.
• A combination of performance-related and restricted share plans
applies to the wider employee population.
• All-employee share plans are available to employees in the UK,
including the HM Revenue & Customs approved UK ShareSave
and ShareReward Plans.
The company conducts regular employee surveys which include
feedback on remuneration matters.
In the wider organisation, we have aligned our performance
and reward systems with our values and introduced a new
performance system in 2014 that formally evaluates employees
on both ‘what’ they need to do and ‘how’ they do it. Also, for our
most senior people we dis-incentivise unethical working practices
using a ‘clawback’ mechanism that allows us to recover
performance-related pay.
GSK Annual Report 2013 123
Scenarios for future total remuneration
CEO (£000)
The charts opposite provide illustrations of the future total
remuneration for each of the Executive Directors in respect of the
remuneration opportunity granted to each of them in 2014 under the
Policy. A range of potential outcomes is provided for each Executive
Director and the underlying assumptions are set out below.
All scenarios:
• 2014 base salary has been used.
• 2013 benefits and pension figures have been used, i.e. based on
actual amounts received in 2013 in respect of the ongoing policy.
• Each Executive Director is assumed to defer 50% of their annual
bonus (the maximum permitted amount) and receive the
corresponding matching award under the DABP (included within
the value of LTI awards).
• The amounts shown under value of LTI awards for the DABP and
PSP are based on the bonus opportunity and the relevant multiples
of 2014 salary respectively. They do not include amounts in
respect of dividends reinvested and do not factor in changes
to share price over the vesting period.
Fixed:
• None of the pay for performance (annual bonus and LTI) would
be payable.
Expected:
• For the annual bonus, it is assumed that target financial
performance is achieved, and the performance of each Executive
Director would result in an individual performance multiplier of
100% (i.e. no increase to the financial performance element of
the bonus has been applied). This results in an assumed bonus
of 125%, 80% and 85% of salary for Sir Andrew Witty, Simon
Dingemans and Dr Moncef Slaoui respectively.
• For the LTI awards, threshold levels of vesting are assumed.
Maximum:
•
It is assumed that the annual bonus would be payable at the
maximum level and that the awards under the DABP and PSP
would vest in full.
12,000
10,000
8,000
6,000
4,000
2,000
0
CFO (£000)
12,000
10,000
8,000
6,000
4,000
2,000
0
11,647
65%
19%
16%
5,477
41%
25%
34%
1,861
100%
Fixed
Expected
Maximum
5,731
61%
23%
16%
2,486
40%
23%
37%
Expected
Maximum
923
Fixed
100%
Chairman, Global R&D & Vaccines($000)
12,000
10,000
8,000
6,000
4,000
2,000
0
11,919
61%
20%
19%
5,314
39%
19%
42%
2,224
100%
Fixed
Expected
Maximum
Long-term variable remuneration
Fixed remuneration
Annual variable remuneration
124 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report Non-Executive Director remuneration policy
Element
Purpose and link to strategy
Overview
Chairman’s fee
To provide an inclusive flat rate fee
that is competitive with those paid
by other companies of equivalent
size and complexity subject to the
limits contained in GSK’s Articles
of Association.
Basic fee
Supplemental fees To provide additional compensation
for Non-Executive Directors
(excluding the Chairman) taking on
additional Board responsibilities or
undertaking intercontinental travel
to meetings.
To facilitate execution of
responsibilities and duties required
by the role.
Benefits
Non-Executive
Directors’ share
allocation plan
To enhance the link between
directors and shareholders, GSK
requires Non-Executive Directors
to receive a significant part of their
fees in the form of GSK shares or
ADS.
Letter of
appointment
Non-Executive Directors’ and the
Chairman’s terms of engagement
are set out in letters of appointment
as set out in the table on page 109.
There is no formal maximum, however, fees are reviewed annually and set
by reference to a review of the Chairman’s performance and independently
sourced market data.
The Remuneration Committee is responsible for evaluating and making
recommendations to the Board on the fees payable to the Chairman.
The Chairman does not participate in discussions in respect of his fees.
Fees can be paid in a combination of cash and/or GSK shares or ADS.
See further details of GSK’s Non-Executive Director’s share allocation plan
below.
There is no formal maximum, however, fees are reviewed annually and set
by reference to independently sourced market data.
The Chairman and CEO are responsible for evaluating and making
recommendations to the Board on the fees payable to the company’s
Non-Executive Directors.
A minimum of 25% is delivered in the form of GSK shares or ADS.
See further details of GSK’s Non-Executive Director’s share allocation plan
below.
Additional fees for Committee Chairmen, intercontinental travel and the Senior
Independent Director. Current fee levels are set out on page 109 of the Annual
Report on Remuneration.
Travel and subsistence costs for Non-Executive Directors are incurred in the
normal course of business in relation to meetings on Board and Committee
matters and other GSK-hosted events. For overseas-based Non-Executive
Directors, this includes travel to meetings in the UK. Non-Executive Directors
may from time to time be accompanied by their spouse or partner to these
meetings or events. The costs associated with the above are all met by the
company and in some instances, they are deemed to be taxable and therefore
treated as benefits for the Non-Executive Director.
At least 25% of the Non-Executive Directors’ total fees, excluding those of the
Chairman, are paid in the form of GSK shares or ADS and allocated to a share
or ADS account.
The Non-Executive Directors may also take the opportunity to invest part or
all of the balance of their fees into the same share or ADS account.
The GSK shares or ADS which are notionally awarded to the Non-Executive
Directors and allocated to their interest accounts are set out in the table on
page 115 and are included in the Directors’ interests table on page 110.
The accumulated balances of these GSK shares or ADS, together with the
notional dividends accrued, are not paid out to Non-Executive Directors until
they leave the Board. Upon leaving, the Non-Executive Directors will receive
either the GSK shares or ADS, or a cash amount equivalent to the value of the
GSK shares or ADS at the date of leaving, or date of payment if later.
Non-Executive Directors will be subject to annual election or re-election and
will normally serve no longer than nine years from the date of first election by
shareholders at a general meeting.
The Chairman will be subject to annual appointment by shareholders and may
serve longer than nine years from the date of first election by shareholders at
a general meeting.
GSK Annual Report 2013 125
Operation and scope of Remuneration policy
Basis of preparation
The Directors’ Remuneration Report has been prepared in
accordance with the Companies Act 2006 and The Large and
Medium-sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013 (the Regulations). In accordance
with the Regulations, the following parts of the Annual Report on
Remuneration are subject to audit: total remuneration figures for
Executive Directors including further details for each element of
remuneration (salary, benefits, annual bonus, long-term incentive
awards and pension); Non-Executive Directors’ fees and emoluments
received in the year; Directors’ interests in shares, including interests
in GSK share plans; payments to past directors; payments for loss of
office; and share ownership requirements and holdings, for which the
opinion thereon is expressed on page 129. The remaining sections of
the Directors’ Remuneration Report are not subject to audit nor are
the pages referred to from within the audited sections.
The Directors’ Remuneration Report has been approved by the
Board of Directors and signed on its behalf by
Tom de Swaan
Remuneration Committee Chairman
26 February 2014
The current Remuneration policy (the Policy) is set out on pages 117
to 125 and it is intended that the Policy for GSK’s Executive and
Non-Executive Directors will apply from the close of the company’s
Annual General Meeting on 7 May 2014 after it has been submitted
by the Committee for approval by shareholders. The Committee
currently intends to operate in accordance with this Policy prior to
the Annual General Meeting, with the exception of the additional
two-year holding period for Performance Share Plan awards which
will apply to awards made in 2015 onwards.
The Committee has written this Policy principally in relation to the
remuneration arrangements for the CEO, CFO and Chairman, Global
R&D & Vaccines whilst taking into account the possible recruitment
of a replacement or an additional Executive Director during the
operation of this Policy. The Committee intends this Policy to operate
for the period set out above in its entirety. However, it may after due
consideration, seek to change the Policy during this period, but only
if it believes it is appropriate to do so for the long-term success of the
company, after consultation with shareholders and having sought
shareholder approval at a general meeting.
In drafting this Policy, the Committee reserves the right to make any
remuneration payments and payments for loss of office (including
exercising any discretions available to it in connection with such
payments) notwithstanding that they are not in line with the Policy
set out above where the terms of the payment were agreed (i) before
the policy came into effect or (ii) at a time when the relevant individual
was not a director of the company and, in the opinion of the
Committee, the payment was not in consideration for the individual
becoming a director of the company. For these purposes “payments”
includes the Committee satisfying awards of variable remuneration.
In relation to an award over shares, the terms of the payment are
“agreed” at the time the award is granted.
The Committee may also make minor amendments to the Policy
set out in this report (for regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation)
without obtaining shareholder approval for such amendments.
Statement of consideration of shareholder views
The Committee engages in regular dialogue with shareholders and
holds annual meetings with GSK’s largest investors to discuss and
take feedback on its remuneration policy and governance matters.
The annual meetings were held in November 2013, at which Tom
de Swaan, Committee Chairman, shared updates on remuneration
matters in the last 12 months and proposals for 2014 onwards.
In particular this covered the changes to performance conditions
applying to long-term incentives, the introduction of an additional
two-year holding period for performance share awards (i.e. five years
in total) which will apply to Executive Directors for awards made in
2015 onwards and policies that are now required to be disclosed
in the Remuneration Policy Report.
126 GSK Annual Report 2013
Governance & remuneration Directors’ Remuneration Report Financial
statements
In this section
Directors’ statement of responsibilities 128
129
Independent Auditor’s report
Financial statements
Notes to the financial statements
Financial statements of
GlaxoSmithKline plc prepared
under UK GAAP
132
136
211
GSK Annual Report 2013 127
Financial statements
Directors’ statement of responsibilities
Directors’ statement of responsibilities
in relation to the Group financial statements
The Directors are responsible for preparing the Annual Report,
the Remuneration Report and the Group financial statements in
accordance with applicable law and regulations.
Disclosure of information to auditors
The Directors in office at the date of this Report have each
confirmed that:
UK Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors are
required to prepare the Group financial statements in accordance
with International Financial Reporting Standards (IFRS) as adopted
by the European Union. In preparing the Group financial statements,
the Directors have also elected to comply with IFRS, as issued by the
International Accounting Standards Board (IASB). Under company
law the Directors must not approve the Group financial statements
unless they are satisfied that they give a true and fair view of the
state of affairs of the Group and of the profit or loss of the Group
for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state that the Group financial statements comply with IFRS as
adopted by the European Union and IFRS as issued by the IASB,
subject to any material departures disclosed and explained in
the Group financial statements.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and to enable them to ensure that the
Group financial statements and the Remuneration Report comply
with the Companies Act 2006 and Article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the Group
and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Group financial statements for the year ended 31 December
2013, comprising principal statements and supporting notes, are
set out in ‘Financial statements’ on pages 132 to 210 of this report.
The responsibilities of the auditors in relation to the Group financial
statements are set out in the Independent Auditors’ report on pages
129 to 131.
The Group financial statements for the year ended 31 December
2013 are included in the Annual Report, which is published in
printed form and made available on our website. The Directors are
responsible for the maintenance and integrity of the Annual Report
on our website in accordance with UK legislation governing the
preparation and dissemination of financial statements. Access to
the website is available from outside the UK, where comparable
legislation may be different.
Each of the current Directors, whose names and functions are listed
in the Corporate Governance section of the Annual Report 2013
confirms that, to the best of his or her knowledge:
• the Group financial statements, which have been prepared in
accordance with IFRS as adopted by the EU and IFRS as issued
by the IASB, give a true and fair view of the assets, liabilities,
financial position and profit of the Group; and
• the Strategic Report and risk sections of the Annual Report
include a fair review of the development and performance of the
business and the position of the Group, together with a description
of the principal risks and uncertainties that it faces.
• so far as he or she is aware, there is no relevant audit information
of which the company’s auditors are unaware; and
• he or she has taken all the steps that he or she ought to have taken
as a Director to make himself or herself aware of any relevant audit
information and to establish that the company’s auditors are aware
of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Going concern basis
Pages 58 to 74 contain information on the performance of the Group,
its financial position, cash flows, net debt position and borrowing
facilities. Further information, including Treasury risk management
policies, exposures to market and credit risk and hedging activities,
is given in Note 41 to the financial statements, ‘Financial instruments
and related disclosures’. After making enquiries, the Directors have
a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. For this
reason, they continue to adopt the going concern basis in preparing
the financial statements.
Internal control
The Board, through the Audit & Risk Committee, has reviewed the
assessment of risks and the internal control framework that operates
in GSK and has considered the effectiveness of the system of internal
control in operation in the Group for the year covered by this report
and up to the date of its approval by the Board of Directors.
The UK Corporate Governance Code
The Board considers that GlaxoSmithKline plc applies the principles
and provisions of the UK Corporate Governance Code maintained
by the Financial Reporting Council, as described in the Corporate
Governance section on pages 82 to 95, and has complied with its
provisions. The Board further considers that the Annual Report, taken
as a whole, is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Group’s
performance, business model and strategy.
As required by the Financial Conduct Authority’s Listing Rules, the
auditors have considered the Directors’ statement of compliance in
relation to those points of the UK Corporate Governance Code which
are specified for their review.
Annual Report
The Annual Report for the year ended 31 December 2013,
comprising the Report of the Directors, the Remuneration Report,
the Financial statements and additional information for investors, has
been approved by the Board of Directors and signed on its behalf by
Sir Christopher Gent
Chairman
26 February 2014
128 GSK Annual Report 2013
Independent Auditors’ report
to the members of GlaxoSmithKline plc
Our opinion
In our opinion, the Group financial statements defined below:
• give a true and fair view of the state of the Group’s affairs at
31 December 2013 and of the Group’s profit and cash flows
for the year then ended;
• have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the
European Union; and
• have been prepared in accordance with the requirements of
the Companies Act 2006 and Article 4 of the IAS Regulation.
This opinion is to be read in the context of what we say in the
remainder of this report.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in Note 1 to the financial statements, the Group,
in addition to applying IFRSs as adopted by the European Union,
has also applied IFRSs as issued by the International Accounting
Standards Board (IASB).
In our opinion, the Group financial statements comply with IFRSs
as issued by the IASB.
What we have audited
The Group financial statements, which are prepared by
GlaxoSmithKline plc, comprise:
• the Group balance sheet at 31 December 2013;
• the Group income statement and statement of comprehensive
income for the year then ended;
• the Group statement of changes in equity and statement of
cash flows for the year then ended; and
• the notes to the Group financial statements, which include a
summary of significant accounting policies and other explanatory
information.
The financial reporting framework that has been applied in their
preparation comprises applicable law and IFRSs as adopted by
the European Union.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards
on Auditing (UK and Ireland) (ISAs (UK & Ireland)). An audit involves
obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the
financial statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of:
• whether the accounting policies are appropriate to the Group’s
circumstances and have been consistently applied and adequately
disclosed;
• the reasonableness of significant accounting estimates made
by the Directors; and
• the overall presentation of the financial statements.
In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the
audited Group financial statements and to identify any information
that is apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material
misstatements or inconsistencies, we consider the implications for
our report.
Overview of our audit approach
Materiality
We set certain thresholds for materiality. These helped us to
determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for
the Group financial statements as a whole to be £332 million which
represents 5% of profit before taxation.
We agreed with the Audit & Risk Committee that we would report to
them misstatements identified during our audit above £10 million as
well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Overview of the scope of our audit
The Group financial statements are a consolidation of reporting units,
comprising the Group’s operating businesses and centralised
functions.
In establishing the overall approach to the Group audit, we
determined the type of work that needed to be performed at the
reporting units by us, as the Group audit team, or by component
auditors within PwC UK and from other PwC network firms operating
under our instruction. Where the work was performed by component
auditors, we determined the level of involvement we needed to have
in the audit work at those reporting units to be able to conclude
whether sufficient appropriate audit evidence had been obtained as
a basis for our opinion on the Group financial statements as a whole.
We identified 28 reporting units which, in our view, required an audit
of their complete financial information, either due to their size or their
risk characteristics. Specific audit procedures on certain specified
balances and transactions were performed at a further 26 reporting
units. Together with additional procedures performed at the Group
level, this gave us the evidence that we needed for our opinion on
the Group financial statements as a whole.
Areas of particular audit focus
In preparing the financial statements, the Directors made a number
of subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. We primarily
focused our work in these areas by assessing the Directors’
judgements against available evidence, forming our own judgements
and evaluating the disclosures in the financial statements.
In our audit, we tested and examined information, using sampling and
other auditing techniques, to the extent we considered necessary to
provide a reasonable basis for us to draw conclusions. We obtained
audit evidence through testing the effectiveness of controls,
substantive procedures or a combination of both.
We considered the following areas to be those that required
particular focus in the current year. This is not a complete list of all
risks or areas of focus identified by our audit. We discussed these
areas of focus with the Audit & Risk Committee. Their report on
those matters that they considered to be significant issues in
relation to the financial statements is set out on page 91.
GSK Annual Report 2013 129
Financial statements
Independent Auditors’ report
Independent Auditors’ report continued
Area of focus
How the scope of our audit addressed the area of focus
Rebates, discounts, allowances and returns in
the US Pharmaceuticals and Vaccines business
We focused on this area because rebates, discounts,
allowances and returns arrangements for the US
Pharmaceuticals and Vaccines business are complex
and because establishing an appropriate accrual
requires significant judgement and estimates by the
Directors. The Directors have determined an accrual
of £1.2 billion to be necessary at 31 December 2013.
Core Business Services
As part of the simplification of its operating model,
the Group has continued the roll-out of an enterprise-
wide resource planning system (ERP). In addition,
financial transaction processing has been centralised
at business process outsourcing locations (BPOs)
and other accounting services have been centralised
at business service centres (BSCs).
Consequently, 2013 has been a year of significant
change for the finance function. As such, we identified
a heightened risk that control design and operation
might be impacted during this period of transition.
Potential implications of alleged illegal acts
Following the allegations by the Chinese authorities
of illegal acts by the Group’s Chinese business,
we identified the following risks:
• That the alleged illegal acts might give rise to
fines or other legal penalties (in the event that
the allegations are proven) which have not been
appropriately recorded or measured in the
financial statements;
• That the carrying value of assets in the Group’s
Chinese business is not supportable in light of
the subsequent decline in trading and the
potential impact on future business; and
• That illegal acts similar to those alleged to have
occurred in China have occurred elsewhere in
the Group.
Refer to Note 44 to the Group financial statements.
Fraud in revenue recognition
There is a presumed risk of fraud in revenue
recognition in ISAs (UK & Ireland) because of the
pressure that management may feel to achieve the
planned results.
We focused on the validity of revenue recognised
close to the year-end as well as the accruals for
rebates, discounts, allowances and returns where
calculations can be complex and involve estimation.
Risk of management override of internal
controls
ISAs (UK & Ireland) require that we consider this
risk.
130 GSK Annual Report 2013
We tested the calculation of the accruals, validating assumptions by reference to third party
data and assessing the judgements taken for reasonableness against historical trends.
We also evaluated the design and operating effectiveness of controls in the rebates,
discounts, allowances and returns process.
We evaluated the design and tested the operating effectiveness of key controls both before
and after the migration to the centralised processing environment. We tested the accuracy
and completeness of data migration into the new ERP and the controls over this process.
We managed and directed centrally the audit work performed by component auditors at the
BPOs and BSCs and performed oversight visits to the significant entities that were impacted
by these changes in 2013.
We considered the ongoing work of the independent investigators appointed by the
Company and assessed whether their scope is sufficient and whether the results of the
investigation to date support the Directors’ conclusions.
We performed oversight visits to China to review the approach and testing results of
the component auditor.
We assessed the Directors’ determination that it is not possible to reliably estimate
the financial effect, if any, of these allegations or its timing.
We assessed the reasonableness of the assumptions and trading forecasts that the
Directors used to support the carrying value of assets in the Chinese business.
We performed additional audit tests at certain locations outside of China, which were
designed to evaluate whether the practices alleged in China occurred at other locations
across the Group.
We evaluated the relevant IT systems and tested the internal controls over the validity and
timing of revenue recognised in the financial statements as well as the completeness of
accruals for rebates, discounts, allowances and returns. We also tested journal entries
posted to revenue accounts and on consolidation to identify unusual or irregular items.
We assessed the accounting for material new agreements, trading arrangements (with
customers and wholesalers) and one-off transactions.
We performed year-end sales cut-off testing to check that revenue was recorded in the
correct period.
We assessed the overall control environment of the Group, including the arrangements for
staff to “whistle-blow” inappropriate actions and we interviewed senior management and
the Group’s internal audit function. We examined the significant accounting estimates and
judgements relevant to the financial statements for evidence of bias by the Directors that
may represent a risk of material misstatement due to fraud. We also tested journal entries
including consolidation entries.
This was in addition to the audit work described above in relation to alleged illegal acts and
fraud in revenue recognition.
Going concern
Under the Listing Rules, we are required to review the Directors’
statement set out on page 128 in relation to going concern. We
have nothing to report having performed our review.
As noted in the Directors’ statement, the Directors have concluded
that it is appropriate to prepare the Group’s financial statements
using the going concern basis of accounting. The going concern
basis presumes that the Group has adequate resources to remain
in operation, and that the Directors intend it to do so, for at least
one year from the date the financial statements were signed. As
part of our audit, we have concluded that the Directors’ use of the
going concern basis is appropriate.
However, because not all future events or conditions can be
predicted, these statements are not a guarantee as to the Group’s
ability to continue as a going concern.
Opinion on matters prescribed by the
Companies Act 2006
Other information in the Annual Report
Under ISAs (UK & Ireland), we are required to report to you if,
in our opinion, information in the Annual Report is:
• materially inconsistent with the information in the audited
Group financial statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Group acquired in
the course of performing our audit; or
• is otherwise misleading.
We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors’
responsibilities on page 128, the Directors are responsible for
the preparation of the Group financial statements and for being
satisfied that they give a true and fair view.
In our opinion, the information given in the Strategic report and the
Directors’ report for the financial year for which the Group financial
statements are prepared is consistent with the Group financial
statements.
Our responsibility is to audit and express an opinion on the Group
financial statements in accordance with applicable law and ISAs
(UK & Ireland). Those standards require us to comply with the
Auditing Practices Board’s Ethical Standards for Auditors.
Other matters on which we are required to
report by exception
Adequacy of information and explanations received
Under the Companies Act 2006, we are required to report to
you if, in our opinion, we have not received all the information and
explanations we require for our audit. We have no exceptions
to report arising from this responsibility.
Directors’ remuneration
Under the Companies Act 2006, we are required to report to you
if, in our opinion, certain disclosures of Directors’ remuneration
specified by law have not been made. We have no exceptions to
report arising from this responsibility.
Corporate governance statement
Under the Listing Rules, we are required to review the part of
the corporate governance statement relating to the Company’s
compliance with nine provisions of the UK Corporate Governance
Code (the Code). We have nothing to report having performed
our review.
On page 128 of the Annual Report and as required by the Code
Provision C.1.1, the Directors state that they consider the Annual
Report taken as a whole to be fair, balanced and understandable
and provides the information necessary for members to assess the
Group’s performance, business model and strategy. On page 91
and as required by C3.8 of the Code, the Audit & Risk Committee
has set out the significant issues that it considered in relation to the
financial statements and how they were addressed. Under ISAs
(UK & Ireland), we are required to report to you if, in our opinion:
• the statement given by the Directors is materially inconsistent
with our knowledge of the Group acquired in the course of
performing our audit; or
• the section of the Annual Report describing the work of the
Audit & Risk Committee does not appropriately address matters
communicated by us to the Audit & Risk Committee.
We have no exceptions to report arising from this responsibility.
This report, including the opinions, has been prepared for and only
for the Company’s members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose.
We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
Other matters
We have reported separately on the parent company financial
statements of GlaxoSmithKline plc for the year ended 31
December 2013 and on the information in the Directors’
Remuneration Report that is described as having been audited.
The company has passed a resolution in accordance with section
506 of the Companies Act 2006 that the senior statutory auditor’s
name should not be stated.
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
26 February 2014
Notes:
(a) The maintenance and integrity of the GlaxoSmithKline plc
website is the responsibility of the Directors; the work carried
out by the auditors does not involve consideration of these
matters and, accordingly, the auditors accept no responsibility
for any changes that may have occurred to the financial
statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdiction.
GSK Annual Report 2013 131
Financial statements
Consolidated income statement
Financial statements
Consolidated income statement for the year ended 31 December 2013
Turnover
Cost of sales
Gross profit
Selling, general and administration
Research and development
Royalty income
Other operating income
Operating profit
Finance income
Finance expense
Profit on disposal of interest in associates
Share of after tax profits of associates and joint ventures
Profit before taxation
Taxation
Profit after taxation for the year
Profit attributable to non-controlling interests
Profit attributable to shareholders
Basic earnings per share (pence)
Diluted earnings per share (pence)
Notes
6
7
8
11
12
13
14
15
15
2013
£m
26,505
(8,585)
17,920
(8,480)
(3,923)
387
1,124
7,028
61
(767)
282
43
6,647
2012
(restated)
£m
26,431
(7,925)
18,506
(8,789)
(3,979)
306
1,256
7,300
79
(808)
–
29
6,600
2011
(restated)
£m
27,387
(7,673)
19,714
(8,547)
(4,020)
309
278
7,734
90
(799)
585
15
7,625
(1,019)
(1,922)
(2,220)
5,628
192
5,436
5,628
112.5p
110.5p
4,678
179
4,499
4,678
91.6p
90.2p
5,405
197
5,208
5,405
103.6p
102.1p
Comparative information has been restated for consistency of presentation as set out in Note 1, ‘Presentation of the financial statements’.
Consolidated statement of comprehensive income for the year ended 31 December 2013
34
34
Profit for the year
Items that may be subsequently reclassified to income statement:
Exchange movements on overseas net assets and net investment hedges
Reclassification of exchange on liquidation or disposal of overseas subsidiaries
Fair value movements on available-for-sale investments
Deferred tax on fair value movements on available-for-sale investments
Reclassification of fair value movements on available-for-sale investments
Deferred tax reversed on reclassification of available-for-sale investments
Fair value movements on cash flow hedges
Deferred tax on fair value movements on cash flow hedges
Reclassification of cash flow hedges to income statement
Share of other comprehensive income/(expense) of associates and joint ventures
Items that will not be reclassified to income statement:
Exchange movements on overseas net assets of non-controlling interests
Actuarial gains/(losses) on defined benefit plans
Deferred tax on actuarial movements in defined benefit plans
Other comprehensive income/(expense) for the year
34
Total comprehensive income for the year
Total comprehensive income for the year attributable to:
Shareholders
Non-controlling interests
Total comprehensive income for the year
132 GSK Annual Report 2013
2013
£m
5,628
2012
(restated)
£m
4,678
2011
(restated)
£m
5,405
(255)
–
367
(29)
(38)
7
(9)
1
2
15
61
(35)
847
(286)
526
587
(226)
–
77
(10)
(19)
10
(6)
–
2
30
(142)
(30)
(685)
193
(522)
(664)
(255)
(1)
(20)
23
(29)
–
–
–
1
(8)
(289)
(44)
(884)
243
(685)
(974)
6,215
4,014
4,431
6,058
157
6,215
3,865
149
4,014
4,278
153
4,431
Consolidated balance sheet as at 31 December 2013
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investments in associates and joint ventures
Other investments
Deferred tax assets
Derivative financial instruments
Other non-current assets
Total non-current assets
Current assets
Inventories
Current tax recoverable
Trade and other receivables
Derivative financial instruments
Liquid investments
Cash and cash equivalents
Assets held for sale
Total current assets
Total assets
Current liabilities
Short-term borrowings
Trade and other payables
Derivative financial instruments
Current tax payable
Short-term provisions
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Pensions and other post-employment benefits
Other provisions
Derivative financial instruments
Other non-current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Retained earnings
Other reserves
Shareholders’ equity
Non-controlling interests
Total equity
Notes
2013
£m
2012
(restated)
£m
17
18
19
20
21
14
41
22
23
14
24
41
32
25
26
32
27
41
14
29
32
14
28
29
41
30
33
33
34
34
8,872
4,205
9,283
323
1,202
2,084
1
889
26,859
3,900
129
5,442
155
66
5,534
1
15,227
42,086
(2,789)
(8,317)
(127)
(1,452)
(992)
(13,677)
(15,456)
(693)
(2,189)
(552)
(3)
(1,704)
(20,597)
(34,274)
7,812
1,336
2,595
913
2,153
6,997
815
7,812
8,776
4,359
10,161
579
787
2,391
54
682
27,789
3,969
103
5,242
49
81
4,184
64
13,692
41,481
(3,631)
(8,054)
(63)
(1,374)
(693)
(13,815)
(14,671)
(1,004)
(3,121)
(699)
(2)
(1,432)
(20,929)
(34,744)
6,737
1,349
2,022
642
1,787
5,800
937
6,737
The financial statements on pages 132 to 210 were approved by the Board on 26 February 2014 and signed on its behalf by
Sir Christopher Gent
Chairman
GSK Annual Report 2013 133
Financial statements
Consolidated statement of changes in equity
Consolidated statement of changes in equity for the year ended 31 December 2013
At 1 January 2011 as previously reported
Prior year adjustment - IAS 19
At 1 January 2011 as restated
Profit for the year
Other comprehensive expense for the year
Total comprehensive income for the year
Distributions to non-controlling interests
Dividends to shareholders
Changes in non-controlling interests
Forward contract relating to non-controlling interest
Ordinary shares issued
Ordinary shares purchased and cancelled or held as Treasury shares
Ordinary shares acquired by ESOP Trusts
Ordinary shares transferred by ESOP Trusts
Write-down of shares held by ESOP Trusts
Share-based incentive plans
Tax on share-based incentive plans
At 31 December 2011
Profit for the year
Other comprehensive expense for the year
Total comprehensive income for the year
Distributions to non-controlling interests
Dividends to shareholders
Changes in non-controlling interests
Forward contract relating to non-controlling interest
Ordinary shares issued
Ordinary shares purchased and cancelled or held as Treasury shares
Ordinary shares acquired by ESOP Trusts
Ordinary shares transferred by ESOP Trusts
Write-down of shares held by ESOP Trusts
Share-based incentive plans
Tax on share-based incentive plans
At 31 December 2012
Profit for the year
Other comprehensive income/(expense) for the year
Total comprehensive income for the year
Distributions to non-controlling interests
Dividends to shareholders
Changes in non-controlling interests
Ordinary shares issued
Ordinary shares purchased and cancelled or held as Treasury shares
Ordinary shares acquired by ESOP Trusts
Write-down of shares held by ESOP Trusts
Share-based incentive plans
Tax on share-based incentive plans
At 31 December 2013
Shareholders’ equity
Share
capital
£m
1,418
–
1,418
Share
premium
£m
1,428
–
1,428
Retained
earnings
(restated)
£m
4,779
(20)
4,759
Other
reserves
£m
1,262
–
1,262
Total
(restated)
£m
8,887
(20)
8,867
Non-
controlling
interests
£m
858
–
858
Total
equity
(restated)
£m
9,745
(20)
9,725
–
–
–
–
–
–
–
5
(36)
–
–
–
–
–
1,387
–
–
–
–
–
–
–
7
(45)
–
–
–
–
–
1,349
–
–
–
–
–
–
12
(25)
–
–
–
–
1,336
–
–
–
–
–
–
–
245
–
–
–
–
–
–
1,673
–
–
–
–
–
–
–
349
–
–
–
–
–
–
2,022
–
–
–
–
–
–
573
–
–
–
–
–
2,595
5,208
(909)
4,299
–
(3,406)
–
–
–
(2,191)
–
–
(345)
191
50
3,357
4,499
(665)
3,834
–
(3,814)
(382)
–
–
(2,493)
–
–
(80)
211
9
642
5,436
316
5,752
–
(3,680)
(584)
–
(1,504)
–
(80)
294
73
913
–
(21)
(21)
–
–
–
(29)
–
36
(36)
45
345
–
–
1,602
–
31
31
–
–
–
8
–
45
(37)
58
80
–
–
1,787
–
306
306
–
–
–
–
25
(45)
80
–
–
2,153
5,208
(930)
4,278
–
(3,406)
–
(29)
250
(2,191)
(36)
45
–
191
50
8,019
4,499
(634)
3,865
–
(3,814)
(382)
8
356
(2,493)
(37)
58
–
211
9
5,800
5,436
622
6,058
–
(3,680)
(584)
585
(1,504)
(45)
–
294
73
6,997
197
(44)
153
(234)
–
18
–
–
–
–
–
–
–
–
795
179
(30)
149
(171)
–
164
–
–
–
–
–
–
–
–
937
192
(35)
157
(238)
–
(41)
–
–
–
–
–
–
815
5,405
(974)
4,431
(234)
(3,406)
18
(29)
250
(2,191)
(36 )
45
–
191
50
8,814
4,678
(664)
4,014
(171)
(3,814)
(218)
8
356
(2,493)
(37)
58
–
211
9
6,737
5,628
587
6,215
(238)
(3,680)
(625)
585
(1,504)
(45)
–
294
73
7,812
134 GSK Annual Report 2013
Consolidated cash flow statement for the year ended 31 December 2013
Cash flow from operating activities
Profit after taxation for the year
Adjustments reconciling profit after tax to operating cash flows
Cash generated from operations
Taxation paid
Net cash inflow from operating activities
Cash flow from investing activities
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of intangible assets
Purchase of equity investments
Proceeds from sale of equity investments
Purchase of businesses, net of cash acquired
Disposal of businesses
Investments in associates and joint ventures
Proceeds from disposal of subsidiary and interest in associate
Decrease in liquid investments
Interest received
Dividends from associates and joint ventures
Net cash inflow/(outflow) from investing activities
Cash flow from financing activities
Proceeds from own shares for employee share options
Shares acquired by ESOP Trusts
Issue of share capital
Purchase of own shares for cancellation or to be held as Treasury shares
Purchase of non-controlling interests
Increase in long-term loans
Increase in short-term loans
Repayment of short-term loans
Net repayment of obligations under finance leases
Interest paid
Dividends paid to shareholders
Distributions to non-controlling interests
Other financing cash flows
Net cash outflow from financing activities
Notes
36
38
38
20
33
2013
£m
5,628
2,871
8,499
(1,277)
7,222
(1,188)
46
(513)
136
(133)
59
(247)
1,851
(8)
429
15
59
18
524
–
(45)
585
(1,504)
(588)
1,913
–
(1,872)
(31)
(749)
(3,680)
(238)
(64)
(6,273)
2012
(restated)
£m
2011
(restated)
£m
4,678
1,370
6,048
(1,673)
4,375
(1,051)
68
(469)
1,056
(229)
28
(2,235)
–
(99)
–
224
30
46
(2,631)
58
(37)
356
(2,493)
(14)
4,430
1,743
(2,559)
(35)
(779)
(3,814)
(171)
(36)
(3,351)
5,405
2,308
7,713
(1,463)
6,250
(923)
100
(405)
237
(76)
68
(264)
–
(35)
1,034
30
97
25
(112)
45
(36)
250
(2,191)
–
–
45
(8)
(38)
(769)
(3,406)
(234)
110
(6,232)
Increase/(decrease) in cash and bank overdrafts
37
1,473
(1,607)
(94)
Cash and bank overdrafts at beginning of year
Exchange adjustments
Increase/(decrease) in cash and bank overdrafts
Cash and bank overdrafts at end of year
Cash and bank overdrafts at end of year comprise:
Cash and cash equivalents
Overdrafts
3,906
(148)
1,473
5,231
5,534
(303)
5,231
5,605
(92)
(1,607)
3,906
4,184
(278)
3,906
5,807
(108)
(94)
5,605
5,714
(109 )
5,605
GSK Annual Report 2013 135
Financial statements
Notes to the financial statements
Notes to the financial statements
1 Presentation of the financial statements
Description of business
GlaxoSmithKline is a major global healthcare group which is
engaged in the creation and discovery, development, manufacture
and marketing of pharmaceutical products including vaccines,
over-the-counter (OTC) medicines and health-related consumer
products. GSK’s principal pharmaceutical products include
medicines in the following therapeutic areas: respiratory, anti-virals,
central nervous system, cardiovascular and urogenital, metabolic,
anti-bacterials, oncology and emesis, dermatology, rare diseases,
immuno-inflammation, vaccines and HIV.
Compliance with applicable law and IFRS
The financial statements have been prepared in accordance with
the Companies Act 2006, Article 4 of the IAS Regulation and
International Accounting Standards (IAS) and International Financial
Reporting Standards (IFRS) and related interpretations, as adopted
by the European Union.
The financial statements are also in compliance with IFRS as issued
by the International Accounting Standards Board.
Composition of financial statements
The consolidated financial statements are drawn up in Sterling, the
functional currency of GlaxoSmithKline plc, and in accordance with
IFRS accounting presentation. The financial statements comprise:
• Consolidated income statement
• Consolidated statement of comprehensive income
• Consolidated balance sheet
• Consolidated statement of changes in equity
• Consolidated cash flow statement
• Notes to the financial statements.
Composition of the Group
A list of the subsidiary and associated undertakings which, in the
opinion of the Directors, principally affected the amount of profit or
the net assets of the Group is given in Note 43, ‘Principal Group
companies’.
Accounting principles and policies
The financial statements have been prepared using the historical
cost convention modified by the revaluation of certain items, as
stated in the accounting policies, and on a going concern basis.
The financial statements have been prepared in accordance with
the Group’s accounting policies approved by the Board and
described in Note 2, ‘Accounting principles and policies’. Information
on the application of these accounting policies, including areas of
estimation and judgement is given in Note 3, ‘Key accounting
judgements and estimates’.
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Implementation of new accounting standards
An amendment to IAS 19 ‘Employee benefits’ was issued in
June 2011 and was implemented by GSK from 1 January 2013.
The amendment eliminates the ability to defer the recognition of
gains and losses (the ‘corridor’ method), requires remeasurements
to be presented in other comprehensive income, requires past
service cost to be recognised in the income statement in the year
of the plan amendment rather than deferring the portion related to
unvested benefits, requires the return on plan assets recognised in
the income statement to be calculated using the same rate as the
discount rate applied to the pension obligation and makes several
other minor accounting and disclosure changes.
The revised Standard increased the pension charge in 2013 by
approximately £160 million. Comparative periods have been
restated and as a result the pension charge for 2012 has increased
by £92 million and for 2011 by £73 million.
In addition, the following new or amended accounting standards
have been implemented in 2013. These had no material impact on
the current period:
•
•
•
•
•
•
•
IFRS 10 ‘Consolidated financial statements’
IFRS 11 ‘Joint arrangements’
IFRS 12 ‘Disclosures of interests in other entities’
IFRS 13 ‘Fair value measurement’
IAS 1 ‘Presentation of items of other comprehensive income’
IAS 28 ‘Investments in associates and joint ventures’
IFRS 7 ‘Disclosures – Offsetting financial assets and financial
liabilities’.
The Group has also adopted early an amendment to IAS 36
‘Impairment of Assets’ in relation to recoverable amount disclosures
for non-financial assets, with effect from 1 January 2013.
Financial period
These financial statements cover the financial year from 1 January to
31 December 2013, with comparative figures for the financial years
from 1 January to 31 December 2012 and, where appropriate, from
1 January to 31 December 2011.
Parent company financial statements
The financial statements of the parent company, GlaxoSmithKline plc,
have been prepared in accordance with UK GAAP and with UK
accounting presentation. The company balance sheet is presented
on page 213 and the accounting policies are given on page 214.
2 Accounting principles and policies
Consolidation
The consolidated financial statements include:
• the assets and liabilities, and the results and cash flows, of the
company and its subsidiaries, including ESOP Trusts
•
the Group’s share of the results and net assets of associates and
joint ventures
• the Group’s share of assets, liabilities, revenue and expenses of
joint operations.
The financial statements of entities consolidated are made up to
31 December each year.
136 GSK Annual Report 2013
2 Accounting principles and policies continued
Entities over which the Group has the power to direct the relevant
activities so as to affect the returns to the Group, generally through
control over the financial and operating policies, are accounted for
as subsidiaries. Where the Group has the ability to exercise joint
control over, and rights to the net assets of, entities, the entities are
accounted for as joint ventures. Where the Group has the ability to
exercise joint control over an arrangement, but has rights to specified
assets and obligations for specified liabilities of the arrangement,
the arrangement is accounted for as a joint operation. Where the
Group has the ability to exercise significant influence over entities,
they are accounted for as associates. The results and assets and
liabilities of associates and joint ventures are incorporated into the
consolidated financial statements using the equity method of
accounting. The Group’s rights to assets, liabilities, revenue and
expenses of joint operations are included in the consolidated
financial statements in accordance with those rights and obligations.
Interests acquired in entities are consolidated from the date the
Group acquires control and interests sold are de-consolidated from
the date control ceases.
Transactions and balances between subsidiaries are eliminated
and no profit before tax is taken on sales between subsidiaries
until the products are sold to customers outside the Group.
The relevant proportion of profits on transactions with joint ventures,
joint operations and associates is also deferred until the products
are sold to third parties. Transactions with non-controlling interests
are recorded directly in equity. Deferred tax relief on unrealised
intra-Group profit is accounted for only to the extent that it is
considered recoverable.
Goodwill is capitalised as a separate item in the case of subsidiaries
and as part of the cost of investment in the case of joint ventures and
associates. Goodwill is denominated in the currency of the operation
acquired.
Where the cost of acquisition is below the fair value of the net assets
acquired, the difference is recognised directly in the income
statement.
Business combinations
Business combinations are accounted for using the acquisition
accounting method. Identifiable assets, liabilities and contingent
liabilities acquired are measured at fair value at acquisition date.
The consideration transferred is measured at fair value and includes
the fair value of any contingent consideration. Where the
consideration transferred, together with the non-controlling interest,
exceeds the fair value of the net assets, liabilities and contingent
liabilities acquired, the excess is recorded as goodwill. The costs
of acquisition are charged to the income statement in the period
in which they are incurred.
Where not all of the equity of a subsidiary is acquired the non-
controlling interest is recognised either at fair value or at the non-
controlling interest’s share of the net assets of the subsidiary, on a
case-by-case basis. Changes in the Group’s ownership percentage
of subsidiaries are accounted for within equity.
Foreign currency translation
Foreign currency transactions are booked in the functional currency
of the Group company at the exchange rate ruling on the date of
transaction. Foreign currency monetary assets and liabilities are
retranslated into the functional currency at rates of exchange ruling
at the balance sheet date. Exchange differences are included in the
income statement.
On consolidation, assets and liabilities, including related goodwill, of
overseas subsidiaries, associates and joint ventures, are translated
into Sterling at rates of exchange ruling at the balance sheet date. The
results and cash flows of overseas subsidiaries, associates and joint
ventures are translated into Sterling using average rates of exchange.
Exchange adjustments arising when the opening net assets and the
profits for the year retained by overseas subsidiaries, associates and
joint ventures are translated into Sterling, less exchange differences
arising on related foreign currency borrowings which hedge the
Group’s net investment in these operations, are taken to a separate
component of equity.
When translating into Sterling the assets, liabilities, results and cash
flows of overseas subsidiaries, associates and joint ventures which
are reported in currencies of hyper-inflationary economies,
adjustments are made where material to reflect current price levels.
Any loss on net monetary assets is charged to the consolidated
income statement.
Revenue
Revenue is recognised in the income statement when goods or
services are supplied or made available to external customers against
orders received, title and risk of loss is passed to the customer,
reliable estimates can be made of relevant deductions and all relevant
obligations have been fulfilled, such that the earnings process is
regarded as being complete.
Turnover represents net invoice value after the deduction of discounts
and allowances given and accruals for estimated future rebates and
returns. The methodology and assumptions used to estimate rebates
and returns are monitored and adjusted regularly in the light of
contractual and legal obligations, historical trends, past experience
and projected market conditions. Market conditions are evaluated
using wholesaler and other third-party analyses, market research data
and internally generated information. Value added tax and other sales
taxes are excluded from revenue.
Where the Group co-promotes a product and the counterparty
records the sale, the Group records its share of revenue as co-
promotion income within turnover. The nature of co-promotion
activities is such that the Group records no costs of sales.
Pharmaceutical turnover includes co-promotion revenue of £37
million (2012 – £234 million; 2011 – £221 million). In addition, initial
or event-based milestone income (excluding royalty income) arising
on development or marketing collaborations of the Group’s
compounds or products with other parties is recognised in turnover.
Milestone income of £78 million is included in turnover in 2013.
Royalty income is recognised on an accruals basis in accordance
with the terms of the relevant licensing agreements.
Expenditure
Expenditure is recognised in respect of goods and services received
when supplied in accordance with contractual terms. Provision is
made when an obligation exists for a future liability in respect of a
past event and where the amount of the obligation can be reliably
estimated. Manufacturing start-up costs between validation and the
achievement of normal production are expensed as incurred.
Advertising and promotion expenditure is charged to the income
statement as incurred. Shipment costs on inter-company transfers
are charged to cost of sales; distribution costs on sales to customers
are included in selling, general and administrative expenditure.
Restructuring costs are recognised and provided for, where
appropriate, in respect of the direct expenditure of a business
reorganisation where the plans are sufficiently detailed and well
advanced, and where appropriate communication to those affected
has been undertaken.
GSK Annual Report 2013 137
Financial statements
Notes to the financial statements
2 Accounting principles and policies continued
Research and development
Research and development expenditure is charged to the income
statement in the period in which it is incurred. Development
expenditure is capitalised when the criteria for recognising an asset
are met, usually when a regulatory filing has been made in a major
market and approval is considered highly probable. Property, plant
and equipment used for research and development is capitalised
and depreciated in accordance with the Group’s policy.
Environmental expenditure
Environmental expenditure related to existing conditions resulting
from past or current operations and from which no current or future
benefit is discernible is charged to the income statement. The Group
recognises its liability on a site-by-site basis when it can be reliably
estimated. This liability includes the Group’s portion of the total costs
and also a portion of other potentially responsible parties’ costs when
it is probable that they will not be able to satisfy their respective
shares of the clean-up obligation. Recoveries of reimbursements
are recorded as assets when virtually certain.
Legal and other disputes
Provision is made for the anticipated settlement costs of legal or
other disputes against the Group where an outflow of resources is
considered probable and a reliable estimate can be made of the likely
outcome. In addition, provision is made for legal or other expenses
arising from claims received or other disputes. In respect of product
liability claims related to certain products, there is sufficient history
of claims made and settlements to enable management to make a
reliable estimate of the provision required to cover unasserted claims.
In certain cases, an incurred but not reported (IBNR) actuarial
technique is used to determine this estimate.
The Group may become involved in legal proceedings, in respect
of which it is not possible to make a reliable estimate of the expected
financial effect, if any, that could result from ultimate resolution of
the proceedings. In these cases, appropriate disclosure about such
cases would be included but no provision would be made. Costs
associated with claims made by the Group against third parties
are charged to the income statement as they are incurred.
Pensions and other post-employment benefits
The costs of providing pensions under defined benefit schemes are
calculated using the projected unit credit method and spread over
the period during which benefit is expected to be derived from the
employees’ services, consistent with the advice of qualified actuaries.
Pension obligations are measured as the present value of estimated
future cash flows discounted at rates reflecting the yields of high
quality corporate bonds. Pension scheme assets are measured
at fair value at the balance sheet date.
The costs of other post-employment liabilities are calculated in a
similar way to defined benefit pension schemes and spread over
the period during which benefit is expected to be derived from the
employees’ services, in accordance with the advice of qualified
actuaries.
Actuarial gains and losses and the effect of changes in actuarial
assumptions, are recognised in the statement of comprehensive
income in the year in which they arise.
The Group’s contributions to defined contribution plans are
charged to the income statement as incurred.
138 GSK Annual Report 2013
Employee share plans
Incentives in the form of shares are provided to employees under
share option and share award schemes.
The fair values of these options and awards are calculated at their
grant dates using a Black-Scholes option pricing model and charged
to the income statement over the relevant vesting periods.
The Group provides finance to ESOP Trusts to purchase company
shares on the open market to meet the obligation to provide shares
when employees exercise their options or awards. Costs of running
the ESOP Trusts are charged to the income statement. Shares held
by the ESOP Trusts are deducted from other reserves. A transfer is
made between other reserves and retained earnings over the vesting
periods of the related share options or awards to reflect the ultimate
proceeds receivable from employees on exercise.
Property, plant and equipment
Property, plant and equipment (PP&E) is stated at the cost of
purchase or construction less provisions for depreciation and
impairment. Financing costs are capitalised within the cost of
qualifying assets in construction.
Depreciation is calculated to write off the cost less residual value
of PP&E, excluding freehold land, using the straight-line basis over
the expected useful life. Residual values and lives are reviewed, and
where appropriate adjusted, annually. The normal expected useful
lives of the major categories of PP&E are:
Freehold buildings
Leasehold land and buildings
Plant and machinery
Equipment and vehicles
20 to 50 years
Lease term or 20 to 50 years
10 to 20 years
3 to 10 years
On disposal of PP&E, the cost and related accumulated depreciation
and impairments are removed from the financial statements and the
net amount, less any proceeds, is taken to the income statement.
Leases
Leasing agreements which transfer to the Group substantially all
the benefits and risks of ownership of an asset are treated as finance
leases, as if the asset had been purchased outright. The assets are
included in PP&E or computer software and the capital elements
of the leasing commitments are shown as obligations under finance
leases. Assets held under finance leases are depreciated on a basis
consistent with similar owned assets or the lease term if shorter.
The interest element of the lease rental is included in the income
statement. All other leases are operating leases and the rental costs
are charged to the income statement on a straight-line basis over
the lease term.
Goodwill
Goodwill is stated at cost less impairments. Goodwill is deemed
to have an indefinite useful life and is tested for impairment at least
annually.
Where the fair value of the interest acquired in an entity’s assets,
liabilities and contingent liabilities exceeds the consideration paid,
this excess is recognised immediately as a gain in the income
statement.
2 Accounting principles and policies continued
Other intangible assets
Intangible assets are stated at cost less provisions for amortisation
and impairments.
Licences, patents, know-how and marketing rights separately
acquired or acquired as part of a business combination are amortised
over their estimated useful lives, generally not exceeding 20 years,
using the straight-line basis, from the time they are available for use.
The estimated useful lives for determining the amortisation charge
take into account patent lives, where applicable, as well as the value
obtained from periods of non-exclusivity. Asset lives are reviewed,
and where appropriate adjusted, annually. Contingent milestone
payments are recognised at the point that the contingent event
becomes certain. Any development costs incurred by the Group and
associated with acquired licences, patents, know-how or marketing
rights are written off to the income statement when incurred, unless
the criteria for recognition of an internally generated intangible asset
are met, usually when a regulatory filing has been made in a major
market and approval is considered highly probable.
Acquired brands are valued independently as part of the fair value
of businesses acquired from third parties where the brand has a
value which is substantial and long-term and where the brands
either are contractual or legal in nature or can be sold separately
from the rest of the businesses acquired. Brands are amortised
over their estimated useful lives of up to 20 years, except where
it is considered that the useful economic life is indefinite.
The costs of acquiring and developing computer software for internal
use and internet sites for external use are capitalised as intangible
fixed assets where the software or site supports a significant
business system and the expenditure leads to the creation of a
durable asset. ERP systems software is amortised over seven to
ten years and other computer software over three to five years.
Impairment of non-current assets
The carrying values of all non-current assets are reviewed for
impairment, either on a stand-alone basis or as part of a larger cash
generating unit, when there is an indication that the assets might
be impaired. Additionally, goodwill, intangible assets with indefinite
useful lives and intangible assets which are not yet available for use
are tested for impairment annually. Any provision for impairment
is charged to the income statement in the year concerned.
Impairments of goodwill are not reversed. Impairment losses on
other non-current assets are only reversed if there has been a
change in estimates used to determine recoverable amounts and
only to the extent that the revised recoverable amounts do not exceed
the carrying values that would have existed, net of depreciation or
amortisation, had no impairments been recognised.
Investments in associates, joint ventures and joint operations
Investments in associates and joint ventures are carried in the
consolidated balance sheet at the Group’s share of their net assets
at date of acquisition and of their post-acquisition retained profits
or losses together with any goodwill arising on the acquisition.
The Group recognises its rights to assets, liabilities, revenue and
expenses of joint operations.
Available-for-sale investments
Liquid investments and other investments are classified as available-
for-sale investments and are initially recorded at fair value plus
transaction costs and then remeasured at subsequent reporting
dates to fair value. Unrealised gains and losses on available-for-sale
investments are recognised directly in other comprehensive income.
Impairments arising from the significant or prolonged decline in fair
value of an equity investment reduce the carrying amount of the asset
directly and are charged to the income statement.
On disposal or impairment of the investments, any gains and losses
that have been deferred in other comprehensive income are
reclassified to the income statement. Dividends on equity investments
are recognised in the income statement when the Group’s right to
receive payment is established. Equity investments are recorded in
non-current assets unless they are expected to be sold within one
year.
Purchases and sales of equity investments are accounted for on
the trade date and purchases and sales of other available-for-sale
investments are accounted for on settlement date.
Inventories
Inventories are included in the financial statements at the lower of
cost (including raw materials, direct labour, other direct costs and
related production overheads) and net realisable value. Cost is
generally determined on a first in, first out basis. Pre-launch inventory
is held as an asset when there is a high probability of regulatory
approval for the product. Before that point a provision is made against
the carrying value to its recoverable amount; the provision is then
reversed at the point when a high probability of regulatory approval is
determined.
Trade receivables
Trade receivables are carried at original invoice amount less any
provisions for doubtful debts. Provisions are made where there is
evidence of a risk of non-payment, taking into account ageing,
previous experience and general economic conditions. When a trade
receivable is determined to be uncollectable it is written off, firstly
against any provision available and then to the income statement.
Subsequent recoveries of amounts previously provided for are
credited to the income statement. Long-term receivables are
discounted where the effect is material.
Trade payables
Trade payables are initially recognised at fair value and then held at
amortised cost which equates to nominal value. Long-term payables
are discounted where the effect is material.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances
with banks and similar institutions and highly liquid investments with
maturities of three months or less. They are readily convertible into
known amounts of cash and have an insignificant risk of changes in
value.
Borrowings
All borrowings are initially recorded at the amount of proceeds
received, net of transaction costs. Borrowings are subsequently
carried at amortised cost, with the difference between the proceeds,
net of transaction costs, and the amount due on redemption being
recognised as a charge to the income statement over the period of
the relevant borrowing.
GSK Annual Report 2013 139
Financial statements
Notes to the financial statements
2 Accounting principles and policies continued
3 Key accounting judgements and estimates
Taxation
Current tax is provided at the amounts expected to be paid applying
tax rates that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Deferred tax assets are recognised to the extent that it is probable
that future taxable profits will be available against which the
temporary differences can be utilised. Deferred tax is provided on
temporary differences arising on investments in subsidiaries,
associates and joint ventures, except where the timing of the reversal
of the temporary difference can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable future.
Deferred tax is provided using rates of tax that have been enacted
or substantively enacted by the balance sheet date.
Derivative financial instruments and hedging
Derivative financial instruments are used to manage exposure to
market risks. The principal derivative instruments used by GSK are
foreign currency swaps, interest rate swaps and forward foreign
exchange contracts. The Group does not hold or issue derivative
financial instruments for trading or speculative purposes.
Derivative financial instruments are classified as held-for-trading
and are carried in the balance sheet at fair value. Derivatives
designated as hedging instruments are classified on inception
as cash flow hedges, net investment hedges or fair value hedges.
Changes in the fair value of derivatives designated as cash flow
hedges are recognised in other comprehensive income to the extent
that the hedges are effective. Ineffective portions are recognised in
profit or loss immediately. Amounts deferred in other comprehensive
income are reclassified to the income statement when the hedged
item affects profit or loss.
Net investment hedges are accounted for in a similar way to cash
flow hedges.
Changes in the fair value of derivatives designated as fair value
hedges are recorded in the income statement, together with the
changes in the fair value of the hedged asset or liability.
Changes in the fair value of any derivative instruments that do
not qualify for hedge accounting are recognised immediately in
the income statement.
Discounting
Where the time effect of money is material, balances are discounted
to current values using appropriate rates of interest. The unwinding
of the discounts is recorded in finance income and finance expense.
In preparing the financial statements, management is required
to make estimates and assumptions that affect the amounts of
assets, liabilities, revenue and expenses reported in the financial
statements. Actual amounts and results could differ from those
estimates. The following are considered to be the key accounting
judgements and estimates made.
Turnover
Revenue is recognised when title and risk of loss is passed to the
customer, reliable estimates can be made of relevant deductions
and all relevant obligations have been fulfilled, such that the
earnings process is regarded as being complete.
Gross turnover is reduced by rebates, discounts, allowances
and product returns given or expected to be given, which vary by
product arrangements and buying groups. These arrangements with
purchasing organisations are dependent upon the submission of
claims some time after the initial recognition of the sale. Accruals
are made at the time of sale for the estimated rebates, discounts
or allowances payable or returns to be made, based on available
market information and historical experience.
Because the amounts are estimated they may not fully reflect the
final outcome, and the amounts are subject to change dependent
upon, amongst other things, the types of buying group and product
sales mix.
The level of accrual is reviewed and adjusted regularly in the light of
contractual and legal obligations, historical trends, past experience
and projected market conditions. Market conditions are evaluated
using wholesaler and other third-party analyses, market research
data and internally generated information. Future events could
cause the assumptions on which the accruals are based to change,
which could affect the future results of the Group.
Taxation
Current tax is provided at the amounts expected to be paid, and
deferred tax is provided on temporary differences between the tax
bases of assets and liabilities and their carrying amounts, at the
rates that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax assets are recognised to the extent that it is probable
that future taxable profits will be available against which the
temporary differences can be utilised, based on management’s
assumptions relating to the amounts and timing of future taxable
profits. Factors affecting the tax charge in future years are set out
in Note 14, ‘Taxation’. A 1% change in the Group’s effective tax rate
in 2013 would have changed the total tax charge for the year by
approximately £66 million.
The Group has open tax issues with a number of revenue
authorities. Where an outflow of funds is believed to be probable
and a reliable estimate of the outcome of the dispute can be made,
management provides for its best estimate of the liability. These
estimates take into account the specific circumstances of each
dispute and relevant external advice, are inherently judgemental and
could change substantially over time as new facts emerge and each
dispute progresses. Details relating to significant unresolved
disputes are set out in Note 14, ‘Taxation’. GSK continues to believe
that it has made adequate provision for the liabilities likely to arise
from open assessments. Where open issues exist the ultimate
liability for such matters may vary from the amounts provided and is
dependent upon the outcome of negotiations with the relevant tax
authorities or, if necessary, litigation proceedings.
140 GSK Annual Report 2013
Pensions and other post-employment benefits
The costs of providing pensions and other post-employment
benefits are charged to the income statement in accordance with
IAS 19 ‘Employee benefits’ over the period during which benefit
is derived from the employee’s services. The costs are assessed
on the basis of assumptions selected by management. These
assumptions include future earnings and pension increases,
discount rates, expected long-term rates of return on assets and
mortality rates, and are disclosed in Note 28, ‘Pensions and other
post-employment benefits’.
The expected long-term rates of return on bonds are determined
based on the portfolio mix of index-linked, government and
corporate bonds. An equity risk premium is added to this for
equities.
Discount rates are derived from AA rated corporate bond yields
except in countries where there is no deep market in corporate
bonds where government bond yields are used. Sensitivity analysis
is provided in Note 28, ‘Pensions and other post-employment
benefits’, but a 0.25% reduction in the discount rate would lead to
an increase in the net pension deficit of approximately £554 million
and an increase in the annual pension cost of approximately £32
million. The selection of different assumptions could affect the
future results of the Group.
3 Key accounting judgements and estimates
continued
Legal and other disputes
The Group provides for anticipated settlement costs where an
outflow of resources is considered probable and a reliable estimate
may be made of the likely outcome of the dispute and legal and
other expenses arising from claims against the Group. These
estimates take into account the specific circumstances of each
dispute and relevant external advice, are inherently judgmental and
could change substantially over time as new facts emerge and each
dispute progresses. Details of the status and various uncertainties
involved in the significant unresolved disputes are set out in Note
44, ‘Legal proceedings’.
The company’s Directors, having taken legal advice, have
established provisions after taking into account the relevant
facts and circumstances of each matter and in accordance with
accounting requirements. In respect of product liability claims
related to certain products there is sufficient history of claims made
and settlements to enable management to make a reliable estimate
of the provision required to cover unasserted claims. The Group
may become involved in legal proceedings, in respect of which it
is not possible to make a reliable estimate of the expected financial
effect, if any, that will result from ultimate resolution of the
proceedings. In these cases, appropriate disclosure about such
cases would be included, but no provision would be made and
no contingent liability can be quantified. At 31 December 2013
provisions for legal and other disputes amounted to £0.6 billion
(2012 – £0.5 billion).
The ultimate liability for legal claims may vary from the amounts
provided and is dependent upon the outcome of litigation
proceedings, investigations and possible settlement negotiations.
The position could change over time and, therefore, there can be no
assurance that any losses that result from the outcome of any legal
proceedings will not exceed the amount of the provisions reported
in the Group’s financial statements by a material amount.
Goodwill and other intangible asset impairments
Goodwill is deemed to have an indefinite life and so is not
amortised. Annual impairment tests of the cash generating units
to which goodwill is allocated are performed. Impairment tests are
based on established market multiples or risk-adjusted future cash
flows discounted using appropriate interest rates. The assumptions
used in these impairment tests are set out in Note 18, ‘Goodwill’.
In each case the valuations indicate sufficient headroom such that
a reasonably possible change to key assumptions is unlikely to
result in an impairment of the related goodwill.
Impairment tests on other intangible assets are undertaken if
events occur which call into question the carrying values of the
assets. Where brands are not amortised, they are subject to annual
impairment tests. Valuations for impairment tests are based on
established market multiples or risk-adjusted future cash flows
over the estimated useful life of the asset, where limited, discounted
using appropriate interest rates as set out in Note 19, ‘Other
intangible assets’.
The assumptions relating to future cash flows, estimated useful
lives and discount rates are based on business forecasts and are
therefore inherently judgemental. Future events could cause the
assumptions used in these impairment tests to change with a
consequent adverse effect on the future results of the Group.
GSK Annual Report 2013 141
Financial statements
Notes to the financial statements
4 New accounting requirements
5 Exchange rates
The following new and amended accounting standards have been
issued by the IASB and are likely to affect future Annual Reports,
although, in their current forms, none is expected to have a material
impact on the results or financial position of the Group.
An amendment to IAS 32 ‘Offsetting financial assets and financial
liabilities’ was issued in December 2011 and will be implemented
by the Group from 1 January 2014. The amendment provides
additional guidance on when financial assets and financial liabilities
may be offset.
IFRS 9 ‘Financial instruments’ was first issued in November
2009 and has since been amended several times. The Standard
will eventually replace IAS 39 and covers the classification,
measurement and derecognition of financial assets and financial
liabilities together with a new hedge accounting model. The IASB
intends to expand IFRS 9 to add new requirements for impairment
and for it to become a complete replacement of IAS 39 in due
course, although no date for its mandatory implementation has
been set.
An amendment to IAS 19 ‘Defined benefit plans: Employee
contribution’ was issued in November 2013 and will be implemented
by the Group from 1 January 2015. The amendment provides
additional guidance on the treatment of contributions to defined
benefit plans from employees and third parties.
The Group uses the average of exchange rates prevailing during
the period to translate the results and cash flows of overseas
subsidiaries, joint ventures and associated undertakings into
Sterling and period end rates to translate the net assets of those
undertakings. The currencies which most influence these
translations and the relevant exchange rates were:
Average rates:
US$/£
Euro/£
Yen/£
Period end rates:
US$/£
Euro/£
Yen/£
2013
1.57
1.18
153
1.66
1.20
174
2012
2011
1.59
1.23
127
1.63
1.23
141
1.61
1.15
128
1.55
1.20
120
142 GSK Annual Report 2013
6 Segment information
The Group’s operating segments are reported based on the financial information provided to the Chief Executive Officer and the
responsibilities of the Corporate Executive Team (CET). Individual members of the CET are responsible for each geographic segment of
the Pharmaceuticals and Vaccines business, ViiV Healthcare and the Consumer Healthcare business as a whole, respectively. Several
minor product reclassifications between the Pharmaceuticals and Consumer Healthcare segments have been made with effect from 1
January 2013. In addition, an amendment to IAS 19, ‘Employee benefits’ has been adopted in 2013. See Note 1, ‘Presentation of the
financial statements’ for more details. Comparative information has been restated accordingly.
R&D investment is essential for the sustainability of the pharmaceutical businesses. However, for segment reporting, the US, Europe,
Emerging Markets Asia Pacific and Japan Pharmaceuticals and Vaccines operating profits exclude allocations of globally funded R&D as
well as central costs, principally corporate functions and unallocated manufacturing costs. The Group’s management reporting process
allocates intra-Group profit on a product sale to the market in which that sale is recorded, and the profit analyses below have been
presented on that basis.
Other trading and unallocated pharmaceuticals and vaccines includes Canada, Puerto Rico, Australasia, central vaccine tender sales
and contract manufacturing sales, together with costs such as vaccines R&D, central dermatology costs and central manufacturing costs
not attributed to other segments.
The Pharmaceuticals R&D segment is the responsibility of the Chairman, Research & Development and is reported as a separate
segment.
Corporate and other unallocated costs represent the costs of corporate functions.
Turnover by segment
Pharmaceuticals and Vaccines
USA
Europe
EMAP
Japan
ViiV Healthcare
Other trading and unallocated
Pharmaceuticals and Vaccines turnover
Consumer Healthcare turnover
Pharmaceuticals and Vaccines turnover by therapeutic area
Respiratory
Anti-virals
Central nervous system
Cardiovascular and urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Dermatology
Rare diseases
Immuno-inflammation
Other pharmaceuticals
Vaccines
ViiV Healthcare (HIV)
2013
£m
2012
(restated)
£m
2011
(restated)
£m
7,192
5,166
4,698
1,657
1,386
1,219
21,318
5,187
26,505
2013
£m
7,516
667
1,483
2,239
174
1,239
969
770
495
161
799
3,420
1,386
21,318
7,000
5,001
4,721
1,969
1,374
1,196
21,261
5,170
26,431
2012
(restated)
£m
7,291
753
1,670
2,431
171
1,247
798
850
495
70
786
3,325
1,374
21,261
7,022
5,700
4,441
2,082
1,569
1,255
22,069
5,318
27,387
2011
(restated)
£m
7,298
842
1,721
2,454
331
1,390
683
898
463
15
908
3,497
1,569
22,069
GSK Annual Report 2013 143
6 Segment information continued
Consumer Healthcare turnover by category
Total wellness
Oral care
Nutrition
Skin health
2013
£m
1,935
1,884
1,096
272
5,187
2012
(restated)
£m
2,057
1,806
1,050
257
5,170
2011
(restated)
£m
2,310
1,722
1,025
261
5,318
During 2013, US Pharmaceuticals and ViiV Healthcare made sales to three wholesalers of approximately £2,071 million (2012 – £2,303
million; 2011 – £2,360 million), £2,658 million (2012 – £2,447 million; 2011 – £2,215 million) and £1,695 million (2012 – £1,318 million;
2011 – £1,374 million) respectively, after allocating final-customer discounts to the wholesalers.
Segment profit
Pharmaceuticals and Vaccines
USA
Europe
EMAP
Japan
ViiV Healthcare
Pharmaceuticals R&D
Other trading and unallocated costs
Pharmaceuticals and Vaccines operating profit
Consumer Healthcare operating profit
Segment profit
Corporate and other unallocated costs
Other reconciling items between segment profit and operating profit
Operating profit
Finance income
Finance costs
Profit on disposal of interest in associates
Share of after tax profits of associates and joint ventures
Profit before taxation
Taxation
Profit after taxation for the year
Depreciation and amortisation by segment
Pharmaceuticals and Vaccines
USA
Europe
EMAP
Japan
ViiV Healthcare
Pharmaceuticals R&D
Other trading and unallocated costs
Pharmaceuticals and Vaccines depreciation and amortisation
Consumer Healthcare depreciation and amortisation
Segment depreciation and amortisation
Corporate and other unallocated depreciation and amortisation
Other reconciling items between segment depreciation and amortisation and
total depreciation and amortisation
Total depreciation and amortisation
144 GSK Annual Report 2013
2013
£m
4,993
2,829
1,468
978
885
(2,823)
(601)
7,729
913
8,642
(627)
(987)
7,028
61
(767)
282
43
6,647
(1,019)
5,628
2012
(restated)
£m
2011
(restated)
£m
4,786
2,629
1,560
1,179
849
(2,778)
(404)
7,821
908
8,729
(491)
(938)
7,300
79
(808)
–
29
6,600
(1,922)
4,678
4,646
3,154
1,476
1,249
882
(2,801)
(311)
8,295
1,128
9,423
(693)
(996)
7,734
90
(799)
585
15
7,625
(2,220)
5,405
2013
£m
2012
(restated)
£m
2011
(restated)
£m
14
21
30
6
2
171
436
680
74
754
109
16
24
28
7
2
178
478
733
127
860
108
31
29
34
7
4
180
465
750
133
883
99
551
1,414
477
1,445
441
1,423
Financial statements Notes to the financial statements
6 Segment information continued
PP&E, intangible asset and goodwill impairment by segment
Pharmaceuticals and Vaccines
USA
Europe
EMAP
Japan
ViiV Healthcare
Pharmaceuticals R&D
Other trading and unallocated costs
Pharmaceuticals and Vaccines impairment
Consumer Healthcare impairment
Segment impairment
Corporate and other unallocated impairment
Other reconciling items between segment impairment and total impairment
Total impairment
PP&E and intangible asset impairment reversals by segment
Pharmaceuticals and Vaccines
USA
Europe
EMAP
Japan
ViiV Healthcare
Pharmaceuticals R&D
Other trading and unallocated costs
Pharmaceuticals and Vaccines impairment reversals
Consumer Healthcare impairment reversals
Segment impairment reversals
Corporate and other unallocated impairment reversals
Other reconciling items between segment impairment reversals and total impairment reversals
Total impairment reversals
2013
£m
2012
(restated)
£m
2011
(restated)
£m
1
2
1
–
–
22
33
59
11
70
–
799
869
1
1
1
–
–
2
30
35
1
36
18
700
754
1
1
–
1
1
2
43
49
5
54
9
240
303
2013
£m
2012
(restated)
£m
2011
(restated)
£m
–
(2)
–
–
–
(2)
(16)
(20)
(4)
(24)
–
–
(24)
–
–
–
–
–
(4)
(60)
(64)
–
(64)
(3)
(59)
(126)
–
–
–
–
–
(3)
(32)
(35)
–
(35)
–
–
(35)
GSK Annual Report 2013 145
6 Segment information continued
Net assets by segment
Pharmaceuticals and Vaccines
USA
Europe
EMAP
Japan
ViiV Healthcare
Pharmaceuticals R&D
Other trading and unallocated assets
Pharmaceuticals and Vaccines net operating assets
Consumer Healthcare net operating assets
Segment net operating assets
Corporate and other unallocated net operating assets
Net operating assets
Net debt
Investments in associates and joint ventures
Derivative financial instruments
Current and deferred taxation
Assets held for sale
Net assets
2013
£m
2012
(restated)
£m
157
892
2,097
362
1,267
590
14,465
19,830
2,856
22,686
(2,647)
20,039
(12,645)
323
26
68
1
7,812
515
887
2,323
409
1,529
650
13,943
20,256
3,045
23,301
(3,324)
19,977
(14,037)
579
38
116
64
6,737
The other trading and unallocated Pharmaceuticals and Consumer Healthcare segments include assets for the centrally managed
Pharmaceutical, Vaccine and Consumer Healthcare manufacturing operations, the depreciation on which, totalling £518 million
(2012 – £601 million; 2011 – £599 million) is recovered through the standard cost of product charged to businesses.
Geographical information
The UK is regarded as being the Group’s country of domicile.
2013
£m
1,541
8,730
16,234
26,505
2013
£m
4,174
11,684
18,515
34,373
1,772
3,026
3,070
7,868
2,402
8,658
15,445
26,505
2012
(restated)
£m
1,525
8,476
16,430
26,431
2012
£m
3,738
11,250
19,719
34,707
1,508
2,886
3,882
8,276
2,230
8,364
15,837
26,431
2011
(restated)
£m
1,612
8,696
17,079
27,387
2011
£m
3,850
11,797
20,986
36,633
1,557
3,140
4,549
9,246
2,293
8,657
16,437
27,387
Turnover by location of customer
UK
USA
Rest of World
External turnover
Turnover by location of subsidiary
UK
USA
Rest of World
Turnover including inter-segment turnover
UK
USA
Rest of World
Inter-segment turnover
UK
USA
Rest of World
External turnover
146 GSK Annual Report 2013
Financial statements Notes to the financial statements 6 Segment information continued
Operating profit by location
UK
USA
Rest of World
Total operating profit
Net operating assets by location
UK
USA
Rest of World
Net operating assets
Non-current assets by location
UK
USA
Rest of World
Non-current assets
2011
(restated)
£m
1,014
3,274
3,446
7,734
2013
£m
568
3,063
3,397
7,028
2013
£m
6,314
3,975
9,750
20,039
2013
£m
6,565
6,675
9,607
22,847
2012
(restated)
£m
1,454
1,391
4,455
7,300
2012
(restated)
£m
2,686
5,635
11,656
19,977
2012
(restated)
£m
6,888
7,312
9,875
24,075
Non-current assets by location excludes amounts relating to other investments, deferred tax assets, derivative financial instruments,
pension assets, amounts receivable under insurance contracts and certain other non-current receivables.
7 Other operating income
Impairment of equity investments
Disposal of equity investments
Disposal of businesses and assets and legal settlements
Gain on settlement of pre-existing collaborations on acquisition of HGS
Gain on acquisition of the Shionogi-ViiV Healthcare joint venture
Fair value remeasurements on contingent consideration
recognised in business combinations
Fair value adjustments on derivative financial instruments
Other (expense)/income
2013
£m
(70)
38
1,413
–
–
(251)
12
(18)
1,124
2012
£m
(26)
19
661
233
349
(13)
3
30
1,256
2011
£m
(78)
10
322
–
–
–
10
14
278
Disposal of businesses, other assets and legal settlements in 2013 includes the gain on disposal of the Lucozade and Ribena business
to Suntory of £1,057 million and the gain on the sale of the worldwide intellectual property rights (excluding certain EMAP markets) of the
anti-coagulant products business to Aspen Group of £274 million. Fair value remeasurements on contingent consideration recognised in
business combinations arose principally on the contingent consideration payable for the acquisition of the former Shionogi-ViiV Healthcare
joint venture.
GSK Annual Report 2013 147
8 Operating profit
The following items have been included in operating profit:
Employee costs (Note 9)
Advertising
Distribution costs
Depreciation of property, plant and equipment
Impairment of property, plant and equipment, net of reversals
Amortisation of intangible assets
Impairment of intangible assets and goodwill, net of reversals
Net foreign exchange losses
Inventories:
Cost of inventories included in cost of sales
Write-down of inventories
Reversal of prior year write-down of inventories
Operating lease rentals:
Minimum lease payments
Contingent rents
Sub-lease payments
Fees payable to the company’s auditor and its associates in relation to the Group (see below)
2013
£m
7,591
808
371
732
100
682
745
41
7,290
338
(43)
127
12
2
24.9
2012
(restated)
£m
2011
(restated)
£m
6,935
839
386
871
(68)
574
696
61
6,851
302
(61)
156
14
3
23.2
6,824
910
432
893
155
530
113
25
6,793
85
(62)
139
11
4
23.7
The reversals of prior year write-downs of inventories principally arise from the reassessment of usage or demand expectations prior to
inventory expiration.
Included within operating profit are major restructuring charges of £517 million (2012 – £557 million; 2011 – £590 million), see Note 10,
‘Major restructuring costs’.
Fees payable to the company’s auditor and its associates:
Audit of parent company and consolidated financial statements
Audit of the company’s subsidiaries
Audit-related assurance services, including attestation under s.404
of Sarbanes-Oxley Act 2002
Audit and audit-related services
Taxation compliance
Taxation advice
Other assurance services
All other services
In addition to the above, fees paid in respect of the GSK pension schemes were:
Audit
Other services
2013
£m
4.6
10.6
3.9
19.1
0.6
3.3
1.5
0.4
24.9
2013
£m
0.4
–
2012
£m
3.9
10.1
3.3
17.3
0.4
3.2
1.7
0.6
23.2
2012
£m
0.6
–
2011
£m
3.7
10.2
3.4
17.3
0.2
2.5
2.8
0.9
23.7
2011
£m
0.4
–
148 GSK Annual Report 2013
Financial statements Notes to the financial statements
9 Employee costs
Wages and salaries
Social security costs
Pension and other post-employment costs, including augmentations (Note 28)
Cost of share-based incentive plans
Severance and other costs from integration and restructuring activities
2013
£m
6,262
685
170
319
155
7,591
2012
(restated)
£m
2011
(restated)
£m
5,846
643
95
220
131
6,935
5,312
641
414
198
259
6,824
The Group provides benefits to employees, commensurate with local practice in individual countries, including, in some markets,
healthcare insurance, subsidised car schemes and personal life assurance.
The charge for pension and other post-employment costs in 2013 includes a credit of £279 million following a restructuring of US
post-retirement medical obligations. The charge in 2012 includes a credit of £395 million following a change in policy relating to
discretionary pension increases under certain UK pension schemes and the introduction of a limit on future pensionable pay increases
in all UK schemes. These are set out in Note 28, ‘Pensions and other post-employment benefits’.
The cost of share-based incentive plans is analysed as follows:
Share Value Plan
Performance Share Plan
Share option plans
Other plans
The average number of persons employed by the Group (including Directors) during the year was:
Manufacturing
Selling, general and administration
Research and development
2013
£m
243
47
4
25
319
2012
£m
156
45
11
8
220
2011
£m
146
23
20
9
198
2013
Number
31,586
55,660
12,571
99,817
2012
Number
31,033
54,803
12,845
98,681
2011
Number
30,939
53,826
12,636
97,401
The average number of Group employees excludes temporary and contract staff. The numbers of Group employees at the end of each
financial year are given in the financial record on page 224. The average number of persons employed by GlaxoSmithKline plc in 2013 was
nil (2012 – nil).
The compensation of the Directors and Senior Management (members of the CET) in aggregate, was as follows:
Wages and salaries
Social security costs
Pension and other post-employment costs
Cost of share-based incentive plans
2013
£m
23
3
3
13
42
2012
£m
20
2
3
13
38
2011
£m
24
2
3
11
40
GSK Annual Report 2013 149
10 Major restructuring costs
Major restructuring costs charged in arriving at operating profit include restructuring costs arising under the Operational Excellence
programme, initiated in 2007 and expanded in 2009, 2010 and 2011, under the Major Change programme initiated in 2013, following the
acquisition of Human Genome Sciences, Inc. (HGS) in August 2012 and following the acquisition of Stiefel Laboratories, Inc. in July 2009.
Of the total restructuring costs of £517 million incurred in 2013, £223 million was incurred under the Operational Excellence programme and
£260 million under the Major Change programme in the following areas:
• Restructuring of the Pharmaceuticals business in Europe leading to staff reductions in sales force and administration.
• Projects to rationalise Core Business Services and to simplify or eliminate processes leading to staff reduction in support functions.
• Transformation of the Manufacturing and Vaccines businesses to deliver a step change in quality, cost and productivity.
• The rationalisation of the Consumer Healthcare business.
Costs of £19 million were incurred under the restructuring programme related to the integration of HGS. The remaining costs of
£15 million were incurred under the restructuring programme related to the integration of the Stiefel business.
The analysis of the costs charged to operating profit under these programmes is as follows:
Increase in provision for major restructuring programmes (see Note 29)
Amount of provision reversed unused (see Note 29)
Impairment losses recognised
Other non-cash charges
Other cash costs
2013
£m
(179)
11
(60)
(5)
(284)
(517)
2012
£m
(268)
12
(7)
(18)
(276)
(557)
2011
£m
(249)
11
(131)
(48)
(173)
(590)
Asset impairments of £60 million (2012 – £7 million; 2011 – £131 million) and other non-cash charges totalling £5 million
(2012 – £18 million; 2011 – £48 million) are non-cash items, principally accelerated depreciation where asset lives have been shortened
as a result of the major restructuring programmes. All other charges have been or will be settled in cash and include the termination of
leases, site closure costs, consultancy and project management fees.
11 Finance income
Interest income arising from:
cash and cash equivalents
available-for-sale investments
loans and receivables
Realised gains on liquid investments
Fair value adjustments on derivatives at fair value through profit or loss
2013
£m
2012
£m
2011
£m
55
2
2
–
2
61
59
5
9
4
2
79
63
7
15
5
–
90
All derivatives at fair value through profit or loss other than designated and effective hedging instruments (see Note 41, ‘Financial
instruments and related disclosures’) are classified as held-for-trading financial instruments under IAS 39.
150 GSK Annual Report 2013
Financial statements Notes to the financial statements 12 Finance expense
Interest expense arising on:
financial liabilities at amortised cost
derivatives at fair value through profit or loss
Fair value hedges:
fair value movements on derivatives designated as hedging instruments
fair value adjustments on hedged items
Fair value movements on other derivatives at fair value through profit or loss
Unwinding of discounts on provisions
Movements on amounts owed to non-controlling interests
Other finance expense
2013
£m
(708)
(18)
(37)
36
(2)
(14)
(2)
(22)
(767)
2012
£m
(731)
(14)
(28)
27
(13)
(15)
(10)
(24)
(808)
2011
£m
(718)
(26)
(12)
11
(15)
(12)
(7)
(20)
(799)
All derivatives at fair value through profit or loss other than designated and effective hedging instruments (see Note 41, ‘Financial
instruments and related disclosures’) are classified as held-for-trading financial instruments under IAS 39. Interest expense arising on
derivatives at fair value through profit or loss relates to swap interest expense.
13 Associates and joint ventures
At 31 December 2013, the Group held one significant associate, Aspen Pharmacare Holdings Limited (Aspen). Summarised income
statement information in respect of Aspen is set out below:
Turnover
Profit after taxation
Comprehensive income
Total comprehensive income
2013
£m
1,485
247
192
439
2012
£m
1,280
313
163
476
2011
£m
1,164
216
(44)
172
The results of Aspen included in the summarised income statement information above represent the estimated earnings of the Aspen group in
the year, adjusted for transactions between GSK and Aspen.
Amounts relating to joint ventures principally arise from a 50% interest in one joint venture, Japan Vaccine Co., Ltd., with Daiichi Sankyo Co., Ltd.
Aggregated financial information in respect of other associated undertakings and joint ventures is set out below:
Associates:
Share of turnover
Share of after tax profits
Share of other comprehensive income
Share of total comprehensive income
Joint ventures:
Share of turnover
Share of after tax losses
Share of other comprehensive income
Share of total comprehensive income
Sales to joint ventures and associates
2013
£m
2012
£m
26
–
–
–
199
(2)
–
(2)
103
27
1
–
1
203
(30)
–
(30)
124
2011
£m
110
5
–
5
14
(31)
–
(31)
104
GSK Annual Report 2013 151
14 Taxation
Taxation charge based on profits for the year
UK corporation tax at the UK statutory rate
Less double taxation relief
Overseas taxation
Current taxation
Deferred taxation
2013
£m
265
–
265
1,284
1,549
(530)
1,019
2012
(restated)
£m
2011
(restated)
£m
350
(180)
170
1,510
1,680
242
1,922
632
(164)
468
1,598
2,066
154
2,220
The deferred tax credit in 2013 arises predominantly as a result of non cash items related to the continuing restructuring of our supply chain
and intellectual property ownership.
Reconciliation of the taxation rate on Group profits
UK statutory rate of taxation
Differences in overseas taxation rates
Benefit of intellectual property incentives
R&D credits
Inter-company stock profit
Impact of share-based payments
Reduction in tax rate for unrecognised losses
Other permanent differences
Re-assessments of prior year estimates
Disposal of associate
Tax on unremitted earnings
Restructuring
Tax rate
2013
%
23.3
6.5
(2.8)
(1.3)
(1.8)
–
(0.3)
1.0
(3.0)
(1.0)
0.3
(5.6)
15.3
2012
%
24.5
4.2
(2.4)
(1.1)
1.1
–
(0.6)
(1.1)
(2.2)
–
0.4
6.3
29.1
2011
%
26.5
2.5
(2.1)
(1.6)
(0.7)
(0.2)
(0.4)
0.4
1.7
1.7
1.1
0.2
29.1
The Group operates in countries where the tax rate differs from the UK tax rate. The impact of these overseas taxes on the overall rate of tax is
shown above.
The Group is required under IFRS to create a deferred tax asset in respect of unrealised inter-company profit arising on inventory held by the
Group at the year-end by applying the tax rate of the country in which the inventory is held (rather than the tax rate of the country where the
profit was originally made and the tax paid, which is the practice under UK and US GAAP). As a result of this difference in accounting
treatment the Group tax rate on current period inter-company profit under IFRS reduced by 1.8% in 2013 (2012 – 1.1% increase; 2011 –
0.7% decrease) arising from changes in the location of work-in-progress and finished goods.
Tax on items charged to equity and statement of comprehensive income
Current taxation
Share based payments
Deferred taxation
Share-based payments
Defined benefit plans
Fair value movements on cash flow hedges
Fair value movements on available-for-sale investments
Total (charge)/credit to equity and statement of comprehensive income
2013
£m
31
31
42
(286)
1
(22)
(265)
(234)
2012
(restated)
£m
2011
(restated)
£m
34
34
(25)
193
–
–
168
202
3
3
47
243
–
23
313
316
All of the above items have been charged to the statement of comprehensive income except for tax on share based payments.
152 GSK Annual Report 2013
Financial statements Notes to the financial statements
14 Taxation continued
Issues relating to taxation
The integrated nature of the Group’s worldwide operations involves significant investment in research and strategic manufacture at a limited
number of locations, with consequential cross-border supply routes into numerous end-markets. This gives rise to complexity and delay in
negotiations with revenue authorities as to the profits on which individual Group companies are liable to tax. Resolution of such issues is an
ongoing requirement for GSK.
The Group continues to believe that it has made adequate provision for the liabilities likely to arise from periods which are open and not yet
agreed by tax authorities. The ultimate liability for such matters may vary from the amounts provided and is dependent upon the outcome of
agreements with relevant tax authorities or litigation where appropriate.
The aggregate amount of unremitted profits at the balance sheet date was approximately £14 billion (2012 – £18 billion). UK legislation
relating to company distributions provides for exemption from tax for most repatriated profits, subject to certain exceptions. Provision for
deferred tax liabilities of £129 million (2012 – £109 million) have been made in respect of withholding taxation that would arise on the
distribution of profits by certain overseas subsidiaries. The unprovided deferred tax on unremitted earnings at 31 December 2013 is estimated
to be £500 million (2012 – £500 million), which relates to taxes payable on repatriation levied by overseas tax jurisdictions. No further
provision is made on the grounds that the Group is able to control the timing of the reversal of the remaining temporary differences and it is
probable that they will not reverse in the foreseeable future.
Movement in deferred tax assets and liabilities
Accelerated
capital
allowances
£m
Intangibles
£m
Pensions &
other post
employment
benefits
(restated)
£m
Intra-
group
profit
£m
Tax
losses
£m
Legal
& other
disputes
£m
Manu-
facturing
restruct-
uring
£m
Stock
valuation
adjustments
£m
Share
option
and award
schemes
£m
Other
net
temporary
differences
£m
Offset
within
countries
£m
Total
(restated)
£m
Deferred tax assets as
previously reported
Prior year adjustment -
IAS 19R
Deferred tax assets at
1 January 2013
Deferred tax liabilities at
1 January 2013
At 1 January 2013
Exchange adjustments
Credit/(charge) to income
statement
Credit to equity
Charge to other
comprehensive income
Acquisitions
Transfer to current tax
At 31 December 2013
Deferred tax assets at
31 December 2013
Deferred tax liabilities at
31 December 2013
–
–
–
726
1,079
1,163
245
215
–
–
6
–
–
726
1,079
1,169
245
215
(523)
(523)
(1)
(2,591)
–
(1,865) 1,079
(81)
16
–
1,169
(5)
–
245
(4)
92
–
705
–
(357)
–
(88)
–
(129)
–
–
–
–
(432)
–
(23)
–
(1,167)
–
–
–
641
(286)
–
(12)
778
–
–
–
112
47
634
641
778
112
(479)
(432)
(1,801)
(1,167)
–
641
–
778
–
112
(87)
128
–
(37)
–
–
–
–
91
91
–
91
63
–
63
(4)
59
2
6
–
–
–
–
67
67
–
67
47
–
47
(82)
(35)
2
(16)
–
–
–
–
(49)
132
1,341 (2,626)
2,385
–
–
–
6
132
1,341 (2,626)
2,391
–
132
(5)
20
42
–
–
–
189
(343) 2,626
–
998
–
(74)
(1,004)
1,387
(150)
334
–
(21)
–
(76)
1,161
–
–
–
–
–
–
530
42
(307)
(23)
(88)
1,391
53
189
1,369 (1,897)
2,084
(102)
(49)
–
189
(208) 1,897
–
1,161
(693)
1,391
The deferred tax charge to income relating to changes in tax rates is £18 million (2012 – £52 million deferred tax credit, 2011 – £11 million
deferred tax credit). All other deferred tax movements arise from the origination and reversal of temporary differences. Other net temporary
differences mainly include accrued expenses for which a tax deduction is only available on a paid basis.
GSK Annual Report 2013 153
14 Taxation continued
Tax losses
Trading losses expiring:
Within 10 years
In more than 10 years
Available indefinitely
At 31 December
Deferred tax asset
Recognised
Unrecognised
2012
£m
190
421
237
848
245
2013
£m
2012
£m
131
680
3,908
4,719
–
150
549
4,053
4,752
–
2013
£m
151
75
175
401
112
In addition, the Group had capital losses of approximately £3.2 billion in respect of which no deferred tax asset has been recognised.
Deferred tax assets are recognised where it is probable that future taxable profit will be available to utilise losses.
Factors affecting the tax charge in future years
As a global organisation there are many factors which could affect the future effective tax rate of the Group. The mix of profits across
different territories, transfer pricing and other disputes with tax authorities and the location of research and development activity can all
have a significant impact on the Group’s effective tax rate.
Changes to tax legislation in territories where the Group has business operations could also impact the Group’s effective tax rate.
In December 2012, the UK Government announced that as part of the ongoing phased reduction in the main rate of corporation tax,
the main rate will reduce to 21% with effect from April 2014. In March 2013, a further reduction in the main rate of corporation tax to 20%
was announced which will take effect from 1 April 2015. The deferred tax movements reflect the reduction in the UK tax rate from 23% to
21% with effect from 1 April 2014, and to 20% with effect from 1 April 2015, as these have been substantively enacted.
15 Earnings per share
Basic earnings per share
Diluted earnings per share
2013
pence
112.5
110.5
2012
(restated)
pence
91.6
90.2
2011
(restated)
pence
103.6
102.1
Basic earnings per share has been calculated by dividing the profit attributable to shareholders by the weighted average number of shares
in issue during the period after deducting shares held by the ESOP Trusts and Treasury shares. The trustees have waived their rights to
dividends on the shares held by the ESOP Trusts.
Diluted earnings per share has been calculated after adjusting the weighted average number of shares used in the basic calculation to
assume the conversion of all potentially dilutive shares. A potentially dilutive share forms part of the employee share schemes where its
exercise price is below the average market price of GSK shares during the period and any performance conditions attaching to the
scheme have been met at the balance sheet date.
The numbers of shares used in calculating basic and diluted earnings per share are reconciled below.
Weighted average number of shares in issue
Basic
Dilution for share options and awards
Diluted
2013
millions
4,831
88
4,919
2012
millions
4,912
77
4,989
2011
millions
5,028
71
5,099
154 GSK Annual Report 2013
Financial statements Notes to the financial statements
16 Dividends
Paid/payable
11 July 2013
3 October 2013
9 January 2014
10 April 2014
First interim
Second interim
Third interim
Fourth interim
Annual total
Supplemental
Total
Dividend
per share
(pence)
18
18
19
23
78
78
2013
Total
dividend
£m
878
864
910
1,102
3,754
3,754
Paid/payable
5 July 2012
4 October 2012
3 January 2013
11 April 2013
Dividend
per share
(pence)
2012
Total
dividend
£m
Paid/payable
Dividend
per share
(pence)
17
17
18
22
74
74
846
7 July 2011
830 6 October 2011
5 January 2012
870
1,068
12 April 2012
3,614
12 April 2012
3,614
16
16
17
21
70
5
75
2011
Total
dividend
£m
814
809
847
1,043
3,513
248
3,761
Under IFRS interim dividends are only recognised in the financial statements when paid and not when declared. GSK normally pays a dividend
two quarters after the quarter to which it relates and one quarter after it is declared. The 2013 financial statements recognise those dividends
paid in 2013, namely the third and fourth interim dividends for 2012, and the first and second interim dividends for 2013.
The amounts recognised in each year are as follows:
Dividends to shareholders
17 Property, plant and equipment
Cost at 1 January 2012
Exchange adjustments
Additions
Additions through business combinations
Capitalised borrowing costs
Disposals and write-offs
Reclassifications
Transfer from assets held for sale
Cost at 31 December 2012
Exchange adjustments
Additions
Additions through business combinations
Capitalised borrowing costs
Disposals and write-offs
Reclassifications
Transfer to assets held for sale
Cost at 31 December 2013
2013
£m
3,680
2012
£m
3,814
2011
£m
3,406
Land and
buildings
£m
6,351
(186)
85
18
–
(250)
533
81
6,632
(68)
57
12
–
(77)
107
(53)
6,610
Plant,
equipment
and vehicles
£m
10,389
(239)
209
15
–
(630)
376
49
10,169
(105)
230
11
–
(516)
233
(296)
9,726
Assets in
construction
£m
2,092
(57)
871
–
9
(3)
(977)
6
1,941
(29)
948
–
16
(2)
(340)
(17)
2,517
Total
£m
18,832
(482)
1,165
33
9
(883)
(68)
136
18,742
(202)
1,235
23
16
(595)
–
(366)
18,853
GSK Annual Report 2013 155
17 Property, plant and equipment continued
Depreciation at 1 January 2012
Exchange adjustments
Charge for the year
Disposals and write-offs
Transfer from assets held for sale
Depreciation at 31 December 2012
Exchange adjustments
Charge for the year
Disposals and write-offs
Transfer to assets held for sale
Depreciation at 31 December 2013
Impairment at 1 January 2012
Exchange adjustments
Disposals and write-offs
Impairment losses
Reversal of impairments
Transfer from assets held for sale
Impairment at 31 December 2012
Exchange adjustments
Disposals and write-offs
Impairment losses
Reversal of impairments
Transfer (from)/to assets held for sale
Impairment at 31 December 2013
Total depreciation and impairment at 31 December 2012
Total depreciation and impairment at 31 December 2013
Net book value at 1 January 2012
Net book value at 31 December 2012
Net book value at 31 December 2013
Land and
buildings
£m
(2,396)
73
(228)
150
(36)
(2,437)
38
(214)
51
20
(2,542)
(138)
3
21
(18)
19
(39)
(152)
1
14
(23)
2
(1)
(159)
(2,589)
(2,701)
3,817
4,043
3,909
Plant,
equipment
and vehicles
£m
(7,041)
164
(643)
491
(20)
(7,049)
80
(518)
422
139
(6,926)
Assets in
construction
£m
–
–
–
–
–
–
–
–
–
–
–
(443)
9
103
(38)
104
(1)
(266)
8
44
(100)
22
1
(291)
(7,315)
(7,217)
2,905
2,854
2,509
(66)
2
1
(2)
3
–
(62)
–
–
(1)
–
–
(63)
(62)
(63)
2,026
1,879
2,454
Total
£m
(9,437)
237
(871)
641
(56)
(9,486)
118
(732)
473
159
(9,468)
(647)
14
125
(58)
126
(40)
(480)
9
58
(124)
24
–
(513)
(9,966)
(9,981)
8,748
8,776
8,872
The net book value at 31 December 2013 of the Group’s land and buildings comprises freehold properties £3,478 million (2012 – £3,611
million), properties with leases of 50 years or more £366 million (2012 – £376 million) and properties with leases of less than 50 years
£65 million (2012 – £56 million).
Included in land and buildings at 31 December 2013 are leased assets with a cost of £784 million (2012 – £766 million), accumulated
depreciation of £313 million (2012 – £315 million), impairment of £40 million (2012 – £19 million) and a net book value of £431 million
(2012 – £432 million). Included in plant, equipment and vehicles at 31 December 2013 are leased assets with a cost of £99 million
(2012 – £110 million), accumulated depreciation of £47 million (2012 – £55 million), impairment of £10 million (2012 – £nil) and a net
book value of £42 million (2012 – £55 million). Some lease agreements include renewal or purchase options or escalation clauses.
The impairment losses principally arise from decisions to rationalise facilities and are calculated based on either fair value less costs of
disposal or value in use. The fair value less costs of disposal valuation methodology uses significant inputs which are not based on observable
market data, and therefore this valuation technique is classified as level 3 of the fair value hierarchy. These calculations determine the net
present value of the projected risk-adjusted, post-tax cash flows of the relevant asset or cash generating unit, applying a discount rate of
the Group post-tax weighted average cost of capital (WACC) of 7%, adjusted where appropriate for relevant specific risks. For value in use
calculations, where an impairment is indicated and a pre-tax cash flow calculation is expected to give a materially different result, the test
would be reperformed using pre-tax cash flows and a pre-tax discount rate. The Group WACC is equivalent to a pre-tax discount rate
of approximately 10%. The impairment losses have been charged to cost of sales £32 million (2012 – £25 million), R&D £14 million
(2012 – £9 million) and SG&A £78 million (2012 – £24 million), and include £62 million (2012 – £7 million) arising from the major
restructuring programmes.
Reversals of impairment arise from subsequent reviews of the impaired assets where the conditions which gave rise to the original
impairments are deemed no longer to apply. All of the reversals have been credited to cost of sales.
The carrying value at 31 December 2013 of assets for which impairments have been charged or reversed in the year was £6 million
(2012 – £44 million).
156 GSK Annual Report 2013
Financial statements Notes to the financial statements
18 Goodwill
Cost at 1 January
Exchange adjustments
Additions through business combinations (Note 38)
Transfer to assets held for sale
Movements in contingent consideration balances
Cost at 31 December
Net book value at 1 January
Net book value at 31 December
2013
£m
4,359
(134)
53
(55)
(18)
4,205
4,359
4,205
2012
£m
3,754
(177)
873
–
(91)
4,359
3,754
4,359
The movement in the contingent consideration balance mainly arises in respect of the acquisition of Pfizer Inc’s HIV business on 14 April
2009.
The carrying value of goodwill, translated at year-end exchange rates, is made up of balances arising on acquisition of the following
businesses:
Stiefel Laboratories, Inc.
Human Genome Sciences, Inc.
Reliant Pharmaceuticals, Inc.
ID Biomedical Corporation
Sirtris Pharmaceuticals, Inc.
Domantis Limited
GlaxoSmithKline K.K.
CNS, Inc.
Pfizer HIV business
Maxinutrition Group
Holdings Limited
Polfa Poznan S.A.
Certain businesses from UCB S.A.
NovaMin Technology, Inc.
Others
Cash generating unit
US, Europe, EMAP
US, Europe, EMAP, Japan, Other Pharmaceuticals and Vaccines
US Pharmaceuticals and Vaccines
US, Europe, EMAP, Japan, Other Pharmaceuticals and Vaccines
US, Europe, EMAP, Japan, Other Pharmaceuticals and Vaccines
US, Europe, EMAP, Japan, Other Pharmaceuticals and Vaccines
Japan Pharmaceuticals and Vaccines
Consumer Healthcare
ViiV Healthcare
Consumer Healthcare
Europe Pharmaceuticals and Vaccines
EMAP Pharmaceuticals and Vaccines
Consumer Healthcare
2013
£m
832
778
421
409
285
181
179
133
129
114
109
87
51
497
4,205
2012
£m
845
779
429
444
291
181
221
135
152
114
109
88
50
521
4,359
The goodwill arising on the acquisition of Stiefel has been allocated to the US, Europe and EMAP cash generating units for impairment testing
purposes as the benefits of the acquired business are split between these cash generating units.
The goodwill arising on the acquisitions of Human Genome Sciences, ID Biomedical, Sirtris Pharmaceuticals and Domantis has been split
between the US, Europe, EMAP, Japan and Other Pharmaceutical and Vaccines cash generating units for impairment testing purposes as either
the benefit of the acquired businesses is split between these cash generating units or the acquired businesses do not generate independent
cash flows.
The total of goodwill allocated to US Pharmaceuticals and Vaccines amounted to £2,013 million (2012 – £1,878 million). The amounts allocated
to the other cash generating units were not significant relative to the total balance.
GSK Annual Report 2013 157
18 Goodwill continued
The recoverable amounts of the cash generating units are assessed using either a fair value less costs of disposal model or a value in use
model. Value in use is calculated as the net present value of the projected risk-adjusted post-tax cash flows plus a terminal value of the cash
generating unit to which the goodwill is allocated. Initially a post-tax discount rate is applied to calculate the net present value of the post-tax
cash flows. The discount rate used is based on the Group WACC of 7%, as most cash generating units have integrated operations across
large parts of the Group. The discount rate is adjusted where appropriate for specific country or currency risks.
Fair value less costs of disposal is calculated using a similar discounted cash flow approach. A post-tax discount rate is applied to the
projected risk-adjusted post-tax cash flows and terminal value. The valuation methodology uses significant inputs which are not based on
observable market data, therefore, this valuation technique is classified as level 3 in the fair value hierarchy.
Details relating to the discounted cash flow models used in the impairment tests of the Pharmaceuticals and Vaccines and Consumer
Healthcare cash generating units are as follows:
Valuation basis
Key assumptions
Determination of assumptions
Higher of fair value less costs of disposal and value in use
Sales growth rates
Profit margins
Terminal growth rate
Discount rate
Taxation rate
Growth rates are internal forecasts based on both internal and external market information.
Margins reflect past experience, adjusted for expected changes.
Terminal growth rates based on management’s estimate of future long-term average growth rates.
Discount rates based on Group WACC, adjusted where appropriate.
Taxation rates based on appropriate rates for each region
Period of specific projected cash flows
5 years
Terminal growth rate and discount rate
Terminal growth rate Discount rate
US Pharmaceuticals and Vaccines
Europe Pharmaceuticals and Vaccines
EMAP Pharmaceuticals and Vaccines
Japan Pharmaceuticals and Vaccines
ViiV Healthcare
Other Pharmaceuticals and Vaccines
Consumer Healthcare
1% p.a.
1% p.a.
1.5% p.a.
0.5% p.a.
2.5% p.a.
1% p.a.
3% p.a.
7%
8%
10%
6%
10%
7%
7%
The terminal growth rates do not exceed the long-term projected growth rates for the relevant markets. The terminal growth rates used in the
fair value less costs of disposal calculations for the cash generating units reflect the impact of future generic competition and take account of
new product launches.
The Pharmaceutical and Vaccines cash generating units comprise a collection of smaller cash generating units including assets with indefinite
lives with a carrying value of £599 million (2012 – £609 million). The Consumer Healthcare cash generating unit also comprises a collection of
smaller cash generating units including brands with indefinite lives with a carrying value of £1.52 billion (2012 – £1.52 billion).
Details of indefinite life brands are given in Note 19 ‘Other intangible assets’.
In each case the valuations indicate sufficient headroom such that a reasonably possible change to key assumptions is unlikely to result in
an impairment of the related goodwill.
158 GSK Annual Report 2013
Financial statements Notes to the financial statements 19 Other intangible assets
Cost at 1 January 2012
Exchange adjustments
Capitalised internal development costs
Additions through business combinations
Capitalised borrowing costs
Other additions
Disposals and asset write-offs
Reclassifications
Transfer from/(to) assets held for sale
Cost at 31 December 2012
Exchange adjustments
Capitalised internal development costs
Additions through business combinations
Capitalised borrowing costs
Other additions
Disposals and asset write-offs
Transfer (to)/from assets held for sale
Cost at 31 December 2013
Amortisation at 1 January 2012
Exchange adjustments
Charge for the year
Disposals and asset write-offs
Transfer from assets held for sale
Amortisation at 31 December 2012
Exchange adjustments
Charge for the year
Disposals and asset write-offs
Transfer to assets held for sale
Amortisation at 31 December 2013
Impairment at 1 January 2012
Exchange adjustments
Impairment losses
Disposals and asset write-offs
Impairment at 31 December 2012
Exchange adjustments
Impairment losses
Disposals and asset write-offs
Impairment at 31 December 2013
Total amortisation and impairment at 31 December 2012
Total amortisation and impairment at 31 December 2013
Net book value at 1 January 2012
Net book value at 31 December 2012
Net book value at 31 December 2013
Computer
software
£m
1,358
(30)
62
2
5
49
(13)
68
–
1,501
(27)
79
–
5
99
(26)
–
1,631
(946)
20
(97)
11
–
(1,012)
17
(128)
21
–
(1,102)
(36)
–
(3)
–
(39)
–
(6)
4
(41)
(1,051)
(1,143)
376
450
488
Licences,
patents, etc.
£m
7,776
(233)
74
3,258
7
209
(487)
–
–
10,604
(143)
246
191
1
141
(346)
(222)
10,472
Amortised
brands
£m
128
(8)
–
–
–
–
–
–
292
412
–
–
7
–
–
–
–
419
Indefinite life
brands
£m
2,278
(67)
–
–
–
–
–
–
(27)
2,184
(37)
–
–
–
–
–
44
2,191
(2,105)
70
(453)
15
–
(2,473)
65
(536)
2
85
(2,857)
(592)
20
(536)
379
(729)
9
(702)
332
(1,090)
(3,202)
(3,947)
5,079
7,402
6,525
(32)
–
(24)
–
(50)
(106)
1
(18)
–
–
(123)
–
2
(131)
–
(129)
–
(11)
–
(140)
(235)
(263)
96
177
156
–
–
–
–
–
–
–
–
–
–
–
(27)
1
(26)
–
(52)
1
(26)
–
(77)
(52)
(77)
2,251
2,132
2,114
Total
£m
11,540
(338)
136
3,260
12
258
(500)
68
265
14,701
(207)
325
198
6
240
(372)
(178)
14,713
(3,083)
90
(574)
26
(50)
(3,591)
83
(682)
23
85
(4,082)
(655)
23
(696)
379
(949)
10
(745)
336
(1,348)
(4,540)
(5,430)
7,802
10,161
9,283
The net book value of computer software includes £247 million (2012 – £303 million) of internally generated costs.
The charge for impairments in the year includes the impairments of Lovaza, reflecting a reassessment of the Group’s expectations on the
likelihood of potential generic competition; Chemocentryx, Retigabine and Panmira/Flair. The carrying value at 31 December 2013 of
intangible assets, for which impairments have been charged or reversed in the year, following those impairments or reversals, was £290
million (2012 – £253 million).
GSK Annual Report 2013 159
19 Other intangible assets continued
Amortisation and impairment losses, net of reversals, have been charged in the income statement as follows:
Cost of sales
Selling, general and administration
Research and development
Amortisation
Net impairment losses
2013
£m
451
128
103
682
2012
)
(restated
£m
378
97
99
574
2013
£m
408
6
331
745
2012
(restated
)
£m
309
3
384
696
Licences, patents, etc. includes a large number of acquired licences, patents, know-how agreements and marketing rights, which are either
marketed or in use, or still in development. The net book value includes £93 million (2012 – £8 million) of internally generated costs. Note 38,
‘Acquisitions and disposals’ gives details of additions through business combinations in the year. The book values of the largest individual
items are as follows:
Dolutegravir
Benlysta
FluLaval/Fluviral
Selzentry
Arzerra
Okairos technology platform
Lovaza
Duac
Toctino
Fraxiparine
Others
2013
£m
1,769
1,142
466
235
271
190
123
120
110
–
2,099
6,525
2012
£m
1,777
1,183
549
251
276
–
445
130
128
91
2,572
7,402
Indefinite life brands comprise a portfolio of Consumer Healthcare products primarily acquired with the acquisitions of Sterling Winthrop, Inc.
in 1994, Block Drug Company, Inc. in 2001 and CNS, Inc. in 2006, together with a number of pharmaceutical brands from the acquisition of
Stiefel Laboratories, Inc. in 2009. The book values of the major brands are as follows:
Panadol
Sensodyne
Stiefel trade name
Breathe Right
Physiogel
Polident
Biotene
Corega
Poligrip
Others
2013
£m
393
257
199
192
166
109
106
97
67
528
2,114
2012
£m
413
256
201
191
174
108
106
97
66
520
2,132
Each of these brands is considered to have an indefinite life, given the strength and durability of the brand and the level of marketing support.
The brands are in relatively similar stable and profitable market sectors, with similar risk profiles, and their size, diversification and market
shares mean that the risk of market-related factors causing a reduction in the lives of the brands is considered to be relatively low. The Group
is not aware of any material legal, regulatory, contractual, competitive, economic or other factor which could limit their useful lives. Accordingly,
they are not amortised.
Each brand is tested annually for impairment and other amortised intangible assets are tested when indicators of impairment arise. This testing
applies a fair value less costs of disposal methodology, generally using five year post-tax cash flow forecasts with a terminal value calculation
and a discount rate equal to the Group post-tax WACC of 7%, adjusted where appropriate for country and currency specific risks. This
valuation methodology uses significant inputs which are not based on observable market data, and therefore this valuation technique is
classified as level 3 of the fair value hierarchy. The main assumptions include future sales price and volume growth, product contribution and
the future expenditure required to maintain the product’s marketability and registration in the relevant jurisdictions. These assumptions are
based on past experience and are reviewed as part of management’s budgeting and strategic planning cycle for changes in market conditions
and sales erosion through competition. The terminal growth rates applied of between nil and 3% are management’s estimates of future
long-term average growth rates of the relevant markets. In each case the valuations indicate sufficient headroom such that a reasonably
possible change to key assumptions is unlikely to result in an impairment of these intangible assets.
160 GSK Annual Report 2013
Financial statements Notes to the financial statements
20 Investments in associates and joint ventures
At 1 January
Exchange adjustments
Additions
Disposals
Transfer to other investments
Distributions received
Other movements
(Loss)/profit after tax recognised in the consolidated
income statement
At 31 December
Joint
ventures
£m
22
(3)
1
(1)
–
(2)
–
Associates
£m
557
(109)
7
(139)
(37)
(16)
–
(2)
15
45
308
2013
Total
£m
579
(112)
8
(140)
(37)
(18)
–
43
323
Joint
ventures
£m
29
(3)
58
–
–
(25)
(7)
Associates
£m
531
(32)
41
–
–
(21)
(21)
(30)
22
59
557
2012
Total
£m
560
(35)
99
–
–
(46)
(28)
29
579
Investments in joint ventures principally arise from a 50% interest in one joint venture, Japan Vaccine Co., Ltd., with Daiichi Sankyo Co., Ltd.
The joint venture holds the development and commercial rights for existing preventative vaccines from both parent companies. It will supply
vaccines including Human Papillomavirus (HPV) vaccine, Rotavirus vaccine, Seasonal flu vaccine, Mumps vaccine, Diphtheria Pertussis
(DTP) vaccine and Measles Rubella vaccine (MRV) in Japan.
The Group held one significant associate at 31 December 2013, Aspen Pharmacare Holdings Limited. At 31 December 2013, the Group
owned 56.5 million shares or 12.4% of Aspen. Aspen, listed on the Johannesburg Stock Exchange, is Africa’s largest pharmaceutical
manufacturer and a major supplier of branded and generic pharmaceutical, healthcare and nutritional products to the southern African and
selected international markets. The investment had a market value of £872 million (2012 – £1,037 million). Although the Group holds less
than 20% of the ownership interest and voting control of Aspen, the Group has the ability to exercise significant influence through both its
shareholding and its nominated director’s active participation on the Aspen Board of Directors. During the year the Group disposed of 6.2%
of its shareholding (see Note 35).
Summarised balance sheet information in respect of Aspen is set out below:
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
2013
£m
1,442
968
(869)
(672)
869
2012
£m
1,268
789
(564)
(520)
973
The summarised balance sheet information in respect of Aspen is based on preliminary results information and analysts forecasts available
at 31 December 2013 with adjustments for transactions between GSK and Aspen.
A reconciliation of the summarised financial information to the carrying amount of the Aspen investment is set out below:
At 1 January
Profit for the year
Other comprehensive income
Exchange adjustments
Dividends paid
Other movements
At 31 December
Interest in associated undertaking at 12.4% (2012 – 18.6%)
Goodwill
Carrying value at 31 December
2013
£m
973
247
192
(289)
(45)
(209)
869
108
121
229
2012
£m
797
313
163
39
(54)
(285)
973
181
249
430
GSK Annual Report 2013 161
21 Other investments
At 1 January
Exchange adjustments
Additions
Net fair value movements
Impairment losses
Transfer from investments in associates and joint ventures
Equity investments converted into subsidiary on acquisition of business
Disposals
At 31 December
2013
£m
787
(25)
132
379
(71)
58
–
(58)
1,202
2012
£m
590
(31)
229
78
(28)
–
(23)
(28)
787
Other investments comprise non-current equity investments which are available-for-sale investments recorded at fair value at each balance
sheet date. For investments traded in an active market, the fair value is determined by reference to the relevant stock exchange quoted bid
price. For other investments, the fair value is estimated by management with reference to relevant available information, including the current
market value of similar instruments and discounted cash flows of the underlying net assets. The Group holds a number of equity investments
in entities where the Group has entered into research collaborations. Other investments include listed investments of £1,000 million
(2012 – £589 million), the increase arising from both additions and fair value adjustments.
Additions in the year include further investments in Theravance Inc. (Theravance) of £83 million. Net fair value movements include an increase
in the value of the investment in Theravance of £212 million. Although GSK owns 27% of the common stock of Theravance it is accounted for
as an equity investment due to voting and other restrictions contained in GSK’s governance agreement with Theravance which prevent the
Group from exerting significant influence.
On disposal of investments, fair value movements are reclassified from equity to the income statement based on average cost for shares
acquired at different times.
The impairment losses recorded above have been recognised in the income statement for the year within other operating income, together
with amounts reclassified from the fair value reserve on recognition of the impairments. These impairments initially result from prolonged
or significant declines in the fair value of the equity investments below acquisition cost, subsequent to which any further declines in fair value
are immediately taken to the income statement.
Other investments include assets that have been impaired. The carrying value of these assets at 31 December has been calculated as follows:
Original cost
Cumulative impairments recognised in the income statement
Subsequent fair value increases
Carrying value at 31 December
22 Other non-current assets
Amounts receivable under insurance contracts
Pension schemes in surplus
Other receivables
23 Inventories
Raw materials and consumables
Work in progress
Finished goods
162 GSK Annual Report 2013
2013
£m
555
(410)
147
292
2013
£m
396
330
163
889
2012
£m
481
(381)
71
171
2012
£m
359
124
199
682
2013
£m
937
1,450
1,513
3,900
2012
£m
965
1,337
1,667
3,969
Financial statements Notes to the financial statements 24 Trade and other receivables
Trade receivables, net of provision for bad and doubtful debts
Prepaid pension contributions
Other prepayments and accrued income
Interest receivable
Employee loans and advances
Other receivables
2013
£m
3,966
–
290
9
37
1,140
5,442
Trade receivables include £262 million (2012 – £257 million) after provision for bad and doubtful debts (£294 million before provision,
2012 – £315 million) due from state hospital authorities in Greece, Ireland, Italy, Portugal and Spain. Trade receivables also include
£19 million (2012 – £31 million) due from associates and joint ventures. Other receivables includes £233 million (2012– £nil) due from
associates and joint ventures.
Bad and doubtful debt provision
At 1 January
Exchange adjustments
Charge for the year
Subsequent recoveries of amounts provided for
Utilised
At 31 December
25 Cash and cash equivalents
Cash at bank and in hand
Short-term deposits
2012
£m
4,115
1
284
11
40
791
5,242
2012
£m
152
(5)
34
(12)
(4)
165
2013
£m
165
(2)
29
(48)
(7)
137
2013
£m
2,549
2,985
5,534
2012
£m
1,465
2,719
4,184
The increase in cash and cash equivalents reflects disposal proceeds of £2.5 million, largely received towards the end of 2013.
26 Assets held for sale
Land and buildings
Plant, equipment and vehicles
Intangible assets
2013
£m
–
–
1
1
2012
£m
10
9
45
64
Non-current assets are transferred to assets held for sale when it is expected that their carrying amounts will be recovered principally through
disposal and a sale is considered likely. They are held at the lower of carrying amount and fair value less costs to sell.
GSK Annual Report 2013 163
27 Trade and other payables
Trade payables
Wages and salaries
Social security
Other payables
Deferred income
Customer return and rebate accruals
Other accruals
2013
£m
2,739
1,049
109
906
167
1,599
1,748
8,317
2012
£m
2,666
915
112
881
162
1,640
1,678
8,054
At 31 December 2013, Other payables include £620 million in respect of the maximum potential amount payable to non-controlling
shareholders in GSK Pharmaceuticals Ltd, the Group’s pharmaceuticals subsidiary in India, under a voluntary open offer to purchase
additional shares announced in December 2013. The purchase is expected to complete in the first half of 2014. At 31 December 2012,
Other payables include £585 million in respect of the maximum potential amount payable to non-controlling shareholders in GSK Consumer
Healthcare Ltd, the Group’s consumer healthcare subsidiary in India (see Note 39).
Customer return and rebate accruals are provided for by the Group at the point of sale in respect of the estimated rebates, discounts
or allowances payable to customers, including £1,188 million (2012 – £1,210 million) in respect of US Pharmaceuticals and Vaccines.
Accruals are made at the time of sale but the actual amounts paid are based on claims made some time after the initial recognition of the
sale. As the amounts are estimated they may not fully reflect the final outcome and are subject to change dependent upon, amongst other
things, the types of buying group and product sales mix. The level of accrual is reviewed and adjusted quarterly in the light of historical
experience of actual rebates, discounts or allowances given and returns made and any changes in arrangements. Future events could
cause the assumptions on which the accruals are based to change, which could affect the future results of the Group.
Trade and other payables include £9 million (2012 – £19 million) due to associates and joint ventures.
28 Pensions and other post-employment benefits
Pension and other post-employment costs
UK pension schemes
US pension schemes
Other overseas pensions schemes
Unfunded post-retirement healthcare schemes
Analysed as:
Funded defined benefit/hybrid pension schemes
Unfunded defined benefit pension schemes
Unfunded post-retirement healthcare schemes
Defined benefit schemes
Defined contribution pension schemes
2013
£m
139
95
111
(175)
170
283
30
(175)
138
32
170
2012
)
(restated
£m
(230)
92
129
104
95
(67)
14
104
51
44
95
2011
(restated
)
£m
112
89
129
84
414
258
26
84
368
46
414
The net reduction in the post-retirement healthcare schemes cost in 2013 arises from the restructuring of US post-retirement medical
obligations. The reduction in the UK pension scheme cost in 2012 relates to the one-off adjustments arising from the capping of future
pensionable salary increases and a change in the basis of future discretionary pension increased from RPI to CPI in certain legacy plans.
For further details see page 165.
The costs of the defined benefit pension and post-retirement healthcare schemes are charged in the income statement as follows:
Cost of sales
Selling, general and administration
Research and development
2013
£m
104
27
7
138
2012
)
(restated
£m
(2)
114
(61)
51
2011
)
(restated
£m
118
196
54
368
GSK entities operate pension arrangements which cover the Group’s material obligations to provide pensions to retired employees. These
arrangements have been developed in accordance with local practices in the countries concerned. Pension benefits can be provided by state
schemes; by defined contribution schemes, whereby retirement benefits are determined by the value of funds arising from contributions paid in
respect of each employee; or by defined benefit schemes, whereby retirement benefits are based on employee pensionable remuneration and
length of service. Some ‘hybrid’ defined benefit schemes also include defined contribution sections.
164 GSK Annual Report 2013
Financial statements Notes to the financial statements
28 Pensions and other post-employment benefits continued
Pension costs of defined benefit schemes for accounting purposes have been calculated using the projected unit method. In certain countries
pension benefits are provided on an unfunded basis, some administered by trustee companies. Formal, independent, actuarial valuations of
the Group’s main plans are undertaken regularly, normally at least every three years.
Actuarial movements in the year are recognised through the statement of comprehensive income. Discount rates are derived from AA rated
corporate bond yields except in countries where there is no deep market in corporate bonds where government bond yields are used.
Discount rates are selected to reflect the term of the expected benefit payments. Projected inflation rate and pension increases are long-term
predictions based on the yield gap between long-term index-linked and fixed interest Gilts. In the UK, mortality rates are determined by
adjusting the SAPS standard mortality tables to reflect recent scheme experience. These rates are then projected to reflect improvements
in life expectancy in line with the CMI projections with a long-term rate of improvement of 1.25% per year for both males and females. In the
USA, mortality rates are calculated using the RP2000 fully generational table, projected using scale AA, with the white collar adjustment.
The average life expectancy assumed now for an individual at the age of 60 and projected to apply in 2033 for an individual then at the age
of 60 is as follows:
Current
Projected for 2033
Male
Years
27.5
29.4
UK
Female
Years
29.7
31.5
Male
Years
24.9
26.7
USA
Female
Years
26.4
27.6
The assets of funded schemes are generally held in separately administered trusts, either as specific assets or as a proportion of a general
fund, or are insurance contracts. Assets are invested in different classes in order to maintain a balance between risk and return. Investments
are diversified to limit the financial effect of the failure of any individual investment. The Group reviewed the investment strategy of the UK
plans in 2011 and the asset allocation for the UK plans has been adjusted to approximately 55% return seeking assets and 45% liability
matching assets. In 2013, the target asset allocation of the US plans was also updated to 55% return seeking assets and 45% liability
matching assets.
In the UK the defined benefit pension schemes operated for the benefit of former Glaxo Wellcome employees and former SmithKline
Beecham employees remain separate. These schemes were closed to new entrants in 2001 and subsequent UK employees are entitled to
join a defined contribution scheme. In the USA the former Glaxo Wellcome and SmithKline Beecham defined benefit schemes were merged
during 2001. In addition, the Group operates a number of post-retirement healthcare schemes, the principal one of which is in the USA.
During 2013, the Group restructured US post-retirement medical obligations for both active and retired members under the age of 65. The current
plan for participants over 65, paid for medical expenses in excess of those covered by Medicare Part A and Part B as well as for prescription
drugs. Under the new arrangement these participants will instead be eligible to receive an amount, from age 65, from a health reimbursement
account, based on years service, subject to an inflation linked maximum of $1,500 per year. Those already retired and over the age of 65 have also
been given the option to switch to this new arrangement. The impact of this change in 2013 is a credit to the income statement of £279 million
and a similar reduction in the post-retirement obligation.
During 2012, the Group changed its policy towards granting discretionary pension increase in the Smithkline Beecham defined benefit
schemes. In the year, the Group also introduced a limit for all UK defined benefit schemes of 2% per year on the rate at which pensionable
pay may increase.
The Group has applied the following financial assumptions in assessing the defined benefit liabilities:
Rate of increase of future earnings
Discount rate
Expected pension increases
Cash balance credit/conversion rate
Inflation rate
2013
% pa
2.00
4.50
3.40
n/a
3.40
2012
% pa
2.00
4.40
3.00
n/a
3.00
UK
2011
% pa
4.00
4.80
3.00
n/a
3.00
2013
% pa
4.00
4.60
n/a
4.20
2.25
2012
% pa
4.00
3.80
n/a
3.35
2.25
USA
2011
% pa
4.00
4.40
n/a
3.75
2.25
2013
% pa
2.80
3.40
2.10
0.90
1.80
Rest of World
2012
% pa
3.00
3.30
1.90
1.30
1.70
2011
% pa
2.90
4.20
1.90
1.20
1.60
GSK Annual Report 2013 165
28 Pensions and other post-employment benefits continued
The amounts recorded in the income statement and statement of comprehensive income for the three years ended 31 December 2013 in
relation to the defined benefit pension and post-retirement healthcare schemes were as follows:
2013
Amounts charged to operating profit
Current service cost
Past service cost/(credit)
Net interest cost
Expenses
Remeasurements recorded in the statement of
comprehensive income
2012
Amounts charged to operating profit
Current service cost
Past service (credit)/cost
Net interest cost
Remeasurements recorded in the statement of
comprehensive income
2011
Amounts charged to operating profit
Current service cost
Past service (credit)/cost
Net interest cost
Gains and losses on settlement
UK
£m
117
4
12
6
139
USA
£m
Rest of World
£m
Pensions
Group
£m
74
–
17
4
95
89
(31)
17
4
79
280
(27)
46
14
313
349
257
74
680
UK
)
(restated
£m
USA
)
(restated
£m
Rest of World
)
(restated
£m
130
(391)
31
(230)
(384)
66
–
26
92
48
Pensions
Group
)
(restated
£m
271
(391)
67
(53)
75
–
10
85
Post-retirement
benefits
Group
£m
37
(273)
61
–
(175)
167
Post-retirement
benefits
Group
(restated
)
£m
36
2
66
104
(230)
(566)
(119)
UK
)
(restated
£m
USA
)
(restated
£m
Rest of World
)
(restated
£m
123
(43)
32
–
112
64
–
25
–
89
75
–
9
(1)
83
Pensions
Group
)
(restated
£m
262
(43)
66
(1)
284
Post-retirement
benefits
Group
(restated
)
£m
31
(13)
71
(5)
84
Remeasurements recorded in the statement of
comprehensive income
(577)
(70)
(104)
(751)
(133)
The past service credit of £273 million in 2013 includes an amount of £279 million in relation to the restructuring of the US post-retirement
medical obligations. The past service credit of £391 million in 2012 reflects the adjustments of £395 million related to the capping of future
pensionable salary increases and a change in the basis of future discretionary pension increases from RPI to CPI in certain legacy plans. For
further details see page 165.
The amounts included within past service costs include £nil (2012 – £4 million; 2011 – £5 million) of augmentation costs arising from major
restructuring programmes (see Note 29, ‘Other provisions’).
166 GSK Annual Report 2013
Financial statements Notes to the financial statements
28 Pensions and other post-employment benefits continued
A summarised balance sheet presentation of the Group defined benefit pension schemes and other post-retirement benefits is set out in the
table below:
Recognised in Other non-current assets:
Pension schemes in surplus
Recognised in Pensions and other post-employment benefits:
Pension schemes in deficit
Post-retirement benefits
2013
£m
330
(943)
(1,246)
(2,189)
2012
)
(restated
£m
2011
(restated
)
£m
124
20
(1,436)
(1,685)
(3,121)
(1,496)
(1,616)
(3,112)
The fair values of the assets and liabilities of the UK and US defined benefit pension schemes, together with aggregated data for other
defined benefit pension schemes in the Group are as follows:
At 31 December 2013
Equities: – listed
– unlisted
Property: – unlisted
Corporate bonds: – listed
– unlisted
Government bonds: – listed
Other assets: – listed
– unlisted
Fair value of assets
Present value of scheme obligations
Recognised on the balance sheet
Included in other non-current assets
Included in pensions and other post-employment benefits
Actual return on plan assets
UK
£m
6,474
–
254
1,484
–
2,376
284
372
11,244
(11,132)
112
292
(180)
112
1,383
USA
£m
Rest of World
£m
1,202
–
131
531
–
320
330
–
2,514
(2,793)
(279)
–
(279)
(279)
218
422
9
5
57
20
517
48
389
1,467
(1,913)
(446)
38
(484)
(446)
98
Group
£m
8,098
9
390
2,072
20
3,213
662
761
15,225
(15,838)
(613)
330
(943)
(613)
1,699
In December 2010, the UK scheme purchased an insurance contract that will guarantee payment of specified pensioner liabilities. This is
included within ‘Other assets’ and the ‘Present value of scheme obligations’ in the table above at a value of £775 million (2012 – £751 million;
2011 – £735 million). Additional insurance contracts have also been purchased in other countries and are included within ‘Other assets’
in the table above at a value of £366 million (2012 – £327 million; 2011 – £306 million). In October 2013, the UK schemes entered into
repurchase agreements to gain exposure to index-linked gilts. The related loan is also included within ‘Other assets’ at a value of
£(407) million (2012 – £nil; 2011 – £nil).
At 31 December 2012
Equities: – listed
Property: – unlisted
Corporate bonds: – listed
Government bonds: – listed
Other assets: – listed
– unlisted
Fair value of assets
Present value of scheme obligations
Recognised on the balance sheet
Included in other non-current assets
Included in pensions and other post-employment benefits
Actual return on plan assets
UK
)
(restated
£m
5,270
265
1,439
2,054
291
662
9,981
(10,298)
(317)
103
(420)
(317)
665
USA
)
(restated
£m
1,018
116
586
427
374
–
2,521
(2,979)
(458)
–
(458)
(458)
308
Rest of World
)
(restated
£m
276
5
19
657
93
327
1,377
(1,914)
(537)
21
(558)
(537)
118
Goup
)
(restated
£m
6,564
386
2,044
3,138
758
989
13,879
(15,191)
(1,312)
124
(1,436)
(1,312)
1,091
GSK Annual Report 2013 167
28 Pensions and other post-employment benefits continued
At 31 December 2011
Equities: – listed
Property: – listed
Corporate bonds: – listed
Government bonds: – listed
Other assets: – listed
– unlisted
Fair value of assets
Present value of scheme obligations
Recognised on the balance sheet
Included in other non-current assets
Included in pensions and other post-employment benefits
Actual return on plan assets
Movements in fair values of assets
Assets at 1 January 2011
Exchange adjustments
Interest income
Remeasurement
Employer contributions
Scheme participants’ contributions
Benefits paid
Assets at 31 December 2011
Exchange adjustments
Interest income
Remeasurement
Employer contributions
Scheme participants’ contributions
Benefits paid
Settlements and curtailments
Assets at 31 December 2012
Exchange adjustments
Interest income
Expenses
Remeasurement
Employer contributions
Scheme participants’ contributions
Benefits paid
Assets at 31 December 2013
UK
)
(restated
£m
4,349
274
1,306
2,048
–
1,142
9,119
(9,779)
(660)
–
(660)
(660)
285
USA
)
(restated
£m
907
163
797
427
161
–
2,455
(2,945)
(490)
–
(490)
(490)
188
Rest of World
)
(restated
£m
254
6
8
665
45
306
1,284
(1,610)
(326)
20
(346)
(326)
21
UK
)
(restated
£m
8,618
–
405
(120)
530
7
(321)
9,119
–
381
284
497
33
(333)
–
9,981
–
385
(6)
998
219
26
(359)
11,244
USA
)
(restated
£m
2,310
18
109
79
146
–
(207)
2,455
(125)
97
211
52
–
(169)
–
2,521
(49)
96
(4)
122
20
–
(192)
2,514
Rest of World
)
(restated
£m
1,228
(11)
55
(34)
108
9
(71)
1,284
(56)
55
63
86
9
(58)
(6)
1,377
(45)
45
(4)
53
104
10
(73)
1,467
Pensions
Group
)
(restated
£m
12,156
7
569
(75)
784
16
(599)
12,858
(181)
533
558
635
42
(560)
(6)
13,879
(94)
526
(14)
1,173
343
36
(624)
15,225
Goup
)
(restated
£m
5,510
443
2,111
3,140
206
1,448
12,858
(14,334)
(1,476)
20
(1,496)
(1,476)
494
Post-retirement
benefits
Group
)
(restated
£m
–
–
–
–
70
12
(82)
–
–
–
–
76
15
(91)
–
–
–
–
–
76
15
(91)
–
The UK defined benefit schemes include defined contribution sections with account balances totalling £1,366 million at 31 December 2013
(2012 – £1,112 million; 2011 – £957 million).
During 2013, the Group made special funding contributions to the UK pension schemes totalling £93 million (2012 – £366 million; 2011
– £368 million) and £nil million (2012 – £32 million; 2011 – £82 million) to the US scheme. In 2013, GSK reached an agreement with the
trustees of the UK pension schemes to make additional contributions to eliminate the pension deficit identified at the 31 December 2011
actuarial funding valuation. Based on the funding agreements following the 2011 valuation, the additional contributions are expected to be
£85 million in 2014. The contributions were based on a government bond yield curve approach to selecting the discount rate; the rate
chosen included an allowance for expected investment returns which reflected the asset mix of the schemes.
Employer contributions for 2014, including special funding contributions, are estimated to be approximately £330 million in respect of
defined benefit pension schemes and £80 million in respect of post-retirement benefits.
168 GSK Annual Report 2013
Financial statements Notes to the financial statements
28 Pensions and other post-employment benefits continued
Movements in defined benefit obligations
Obligations at 1 January 2011
Exchange adjustments
Service cost
Past service cost
Interest cost
Settlements and curtailments
Remeasurement
Scheme participants’ contributions
Benefits paid
Obligations at 31 December 2011
Exchange adjustments
Service cost
Past service cost
Interest cost
Settlements and curtailments
Remeasurement
Scheme participants’ contributions
Benefits paid
Obligations at 31 December 2012
Exchange adjustments
Service cost
Past service cost
Interest cost
Other movements
Remeasurement
Scheme participants’ contributions
Benefits paid
Obligations at 31 December 2013
UK
)
(restated
£m
(9,119)
–
(123)
43
(437)
–
(457)
(7)
321
(9,779)
–
(130)
391
(412)
–
(668)
(33)
333
(10,298)
–
(117)
(4)
(397)
–
(649)
(26)
359
(11,132)
USA
)
(restated
£m
(2,781)
(24)
(64)
–
(134)
–
(149)
–
207
(2,945)
149
(66)
–
(123)
–
(163)
–
169
(2,979)
46
(74)
–
(113)
–
135
–
192
(2,793)
Rest of World
)
(restated
£m
(1,479)
15
(75)
–
(64)
1
(70)
(9)
71
(1,610)
74
(75)
–
(65)
6
(293)
(9)
58
(1,914)
37
(89)
31
(62)
–
21
(10)
73
(1,913)
Pensions
Group
)
(restated
£m
(13,379)
(9)
(262)
43
(635)
1
(676)
(16)
599
(14,334)
223
(271)
391
(600)
6
(1,124)
(42)
560
(15,191)
83
(280)
27
(572)
–
(493)
(36)
624
(15,838)
Post-retirement
benefits
Group
)
(restated
£m
(1,459)
(10)
(31)
13
(71)
5
(133)
(12)
82
(1,616)
78
(36)
(2)
(66)
–
(119)
(15)
91
(1,685)
9
(37)
273
(61)
12
167
(15)
91
(1,246)
The UK defined benefit schemes include defined contribution sections with obligations totalling £1,366 million at 31 December 2013
(2012 – £1,112 million; 2011 – £957 million).
The defined benefit pension obligation is analysed as follows:
Funded
Unfunded
2013
£m
(15,432)
(406)
(15,838)
2012
)
(restated
£m
(14,789)
(402)
(15,191)
2011
(restated
)
£m
(13,956)
(378)
(14,334)
The liability for the US post-retirement healthcare scheme has been assessed using the same assumptions as for the US pension scheme,
together with the assumption for future medical inflation of 6.5% (2012 – 7%), grading down to 5.0% in 2022 and thereafter. During 2013,
the US post-retirement healthcare scheme was amended (see page 165 for further details). The impact of this change is a one-off reduction
in the post-retirement obligation of £279 million. At 31 December 2013 the US post-retirement healthcare scheme obligation was £1,066
million (2012 – £1,504 million; 2011 – £1,446 million).
Post-retirement benefits are unfunded.
GSK Annual Report 2013 169
28 Pensions and other post-employment benefits continued
The movement in the net defined benefit liability is as follows:
At 1 January 2011, restated
Exchange adjustments
Service cost
Past service cost
Interest income/cost
Settlements and curtailments
Remeasurements:
Return on plan assets, excluding amounts included in interest
Loss from change in financial assumptions
Experience losses
Employers contributions
Scheme participants’ contributions
Benefits paid
At 31 December 2011
Exchange adjustments
Service cost
Past service cost
Interest income/cost
Settlements and curtailments
Remeasurements:
Return on plan assets, excluding amounts included in interest
Gain from change in demographic assumptions
Loss from change in financial assumptions
Experience losses
Employers contributions
Scheme participants’ contributions
Benefits paid
At 31 December 2012
Exchange adjustments
Service cost
Past service cost
Interest income/cost
Remeasurements:
Return on plan assets, excluding amounts included in interest
Loss from change in demographic assumptions
Loss from change in financial assumptions
Experience losses
Employers contributions
Scheme participants’ contributions
Benefits paid
Expenses/other movements
At 31 December 2013
The remeasurements included within post-retirement benefits are detailed below:
(Loss)/gain from change in demographic assumptions
Gain/(loss) from change in financial assumptions
Experience gains/(losses)
170 GSK Annual Report 2013
Fair value
of assets
£m
12,156
7
–
–
569
–
Present value
of obligation
£m
(13,379)
(9)
(262)
43
(635)
1
(75)
–
–
784
16
(599)
12,858
(181)
–
–
533
(6)
558
–
–
–
635
42
(560)
13,879
(94)
–
–
526
1,173
–
–
–
343
36
(624)
(14)
15,225
2013
£m
(1)
143
25
167
–
(584)
(92)
–
(16)
599
(14,334)
223
(271)
391
(600)
6
–
55
(1,071)
(108)
–
(42)
560
(15,191)
83
(280)
27
(572)
–
(89)
(118)
(286)
–
(36)
624
–
(15,838)
2012
£m
1
(132)
12
(119)
Net
total
£m
(1,223)
(2)
(262)
43
(66)
1
(75)
(584)
(92)
784
–
–
(1,476)
42
(271)
391
(67)
–
558
55
(1,071)
(108)
635
–
–
(1,312)
(11)
(280)
27
(46)
1,173
(89)
(118)
(286)
343
–
–
(14)
(613)
2011
£m
–
(130)
(3)
(133)
Financial statements Notes to the financial statements
28 Pensions and other post-employment benefits continued
The defined benefit pension obligation analysed by membership category is as follows:
Active
Retired
Deferred
The post-retirement benefit obligation analysed by membership category is as follows:
Active
Retired
Deferred
The weighted average duration of the defined benefit obligation is as follows:
Pension benefits
Post-retirement benefits
2013
£m
5,053
7,137
3,648
15,838
2012
£m
4,695
6,930
3,566
15,191
2011
£m
4,557
6,439
3,338
14,334
2013
£m
545
699
2
1,246
2013
years
16
12
2012
£m
708
975
2
1,685
2012
years
16
11
2011
£m
615
1,000
1
1,616
2011
years
16
16
Sensitivity analysis
Effect of changes in assumptions used on the benefit obligations and on the 2014 annual defined benefit pension and post retirement costs
after the revisions to IAS 19.
A 0.25% decrease in discount rate would have the following approximate effect:
Increase in annual pension cost
Decrease in annual post-retirement benefits cost
Increase in pension obligation
Increase in post-retirement benefits obligation
A one year increase in life expectancy would have the following approximate effect:
Increase in annual pension cost
Increase in annual post-retirement benefits cost
Increase in pension obligation
Increase in post-retirement benefits obligation
A 1% increase in the rate of future healthcare inflation would have the following approximate effect:
Increase in annual post-retirement benefits cost
Increase in post-retirement benefits obligation
A 0.25% increase in inflation would have the following approximate effect:
Increase in annual pension cost
Increase in pension obligation
£m
32
(1)
554
35
19
2
359
34
3
60
21
359
GSK Annual Report 2013 171
Legal
and other
disputes
£m
Major
restructuring
programmes
£m
Employee
related
provisions
£m
Other
provisions
£m
527
(20)
286
(36)
1
(115)
3
646
635
11
646
373
(1)
179
(15)
6
(189)
(4)
349
160
189
349
227
(1)
54
(2)
–
(18)
–
260
34
226
260
265
1
138
(32)
7
(97)
7
289
163
126
289
Total
£m
1,392
(21)
657
(85)
14
(419)
6
1,544
992
552
1,544
It is in the nature of the Group’s business that a number of
these matters may be the subject of negotiation and litigation over
many years. Litigation proceedings, including the various appeal
procedures, often take many years to reach resolution, and out-of-
court settlement discussions can also often be protracted. The
Group is in potential settlement discussions in a number of the
disputes for which amounts have been provided and, based on its
current assessment of the progress of these disputes, estimates
that £0.6 billion of the amount provided at 31 December 2013 will
be settled within one year.
At 31 December 2013, it was expected that £1 million (2012 –
£3 million) of the provision made for legal and other disputes will be
reimbursed by third party insurers. This amount is included within the
Other receivables balances in Note 22, ‘Other non-current assets’
and Note 24, ‘Trade and other receivables’. For a discussion of legal
issues, see Note 44, ‘Legal proceedings’.
29 Other provisions
At 1 January 2013
Exchange adjustments
Charge for the year
Reversed unused
Unwinding of discount
Utilised
Reclassifications and other movements
At 31 December 2013
To be settled within one year
To be settled after one year
At 31 December 2013
Legal and other disputes
The Group is involved in a substantial number of legal and other
disputes, including notification of possible claims, as set out in
Note 44 ‘Legal proceedings’. Provisions for legal and other disputes
include amounts relating to product liability (principally relating to
Avandia, Paxil and Poligrip), anti-trust (principally relating to
Wellbutrin, Flonase and Lamictal), government investigations
(principally relating to the ‘Colorado investigation’ settlement,
Avandia-related investigations, Average Wholesale Price (AWP)
and nominal price investigations), contract terminations, self-
insurance, environmental clean-up and property rental.
The charge for the year of £286 million (£251 million net of reversals
and estimated insurance recoveries) primarily related to provisions
for product liability cases regarding Paxil, Poligrip and other
products and various government investigations.
The discount on the provisions decreased by £nil in 2013
(2012 – £3 million) and was calculated using risk-adjusted
projected cash flows and risk-free rates of return. The movement
in 2013 includes a decrease of £nil (2012 – £1 million) arising from
a change in the discount rate in the year.
In respect of product liability claims related to certain products,
there is sufficient history of claims made and settlements to enable
management to make a reliable estimate of the provision required to
cover unasserted claims. The ultimate liability for such matters may
vary from the amounts provided and is dependent upon the outcome
of litigation proceedings, investigations and possible settlement
negotiations.
172 GSK Annual Report 2013
Financial statements Notes to the financial statements
29 Other provisions continued
Major restructuring programmes
In October 2007 the Group announced the Operational Excellence programme to improve the effectiveness and productivity
of its operations (see Note 10, ‘Major restructuring costs’). In addition, in 2013, the Group initiated the Major Change restructuring
programme focused on opportunities to simplify supply chain processes, build the Group’s capabilities in manufacturing and R&D and
restructure the European Pharmaceuticals business.
Provisions for staff severance payments are made when management has made a formal decision to eliminate certain positions and this has
been communicated to the groups of employees affected and appropriate consultation procedures completed, where appropriate. No
provision is made for staff severance payments that are made immediately.
Pension augmentations arising from staff redundancies of £nil (2012 – £4 million) have been charged during the year and then transferred
to the pension obligations provision as shown in Note 28, ‘Pensions and other post-employment benefits’. Asset write-downs have been
recognised as impairments of property, plant and equipment in Note 17, ‘Property, plant and equipment’. The majority of the amounts
provided are expected to be utilised in the next two years.
Employee related provisions
Employee related provisions include obligations for certain medical benefits to disabled employees and their spouses in the USA. At 31
December 2013, the provision for these benefits amounted to £111 million (2012 – £113 million). Other employee benefits reflect a variety
of provisions for severance costs, jubilee awards and other long-service benefits.
Other provisions
Included in other provisions are insurance provisions of £31 million (2012 – £29 million), onerous property lease provisions of £33 million
(2012 – £16 million) and a number of other provisions including vehicle insurance and regulatory matters.
30 Other non-current liabilities
Accruals and deferred income
Other payables
2013
£m
101
1,603
1,704
2012
£m
73
1,359
1,432
The increase in other payables primarily arises from contingent consideration of £253 million relating to the acquisition of the 50% share of
the Shionogi-ViiV Healthcare joint venture previously held by Shionogi & Co Ltd in 2012.
GSK Annual Report 2013 173
31 Contingent liabilities
At 31 December 2013, contingent liabilities, comprising guarantees, discounted bills and other items arising in the normal course of business,
amounted to £198 million (2012 – £209 million). At 31 December 2013, £nil (2012 – £nil) of financial assets were pledged as collateral for
contingent liabilities. Provision is made for the outcome of tax, legal and other disputes where it is both probable that the Group will suffer
an outflow of funds and it is possible to make a reliable estimate of that outflow. At 31 December 2013, other than for those disputes where
provision has been made, it was not possible to make a reliable estimate of the potential outflow of funds that might be required to settle
disputes where the possibility of there being an outflow was more than remote. Descriptions of the significant tax, legal and other disputes
to which the Group is a party are set out in Note 14, ‘Taxation’ and Note 44, ‘Legal proceedings’.
32 Net debt
Current assets:
Liquid investments
Cash and cash equivalents
Short-term borrowings:
Bank loans and overdrafts
Commercial paper
Obligations under finance leases
4.85% US$ US Medium Term Note 2013
4.375% US$ US Medium Term Note 2014
Long-term borrowings:
4.375% US$ US Medium Term Note 2014
0.75% US$ US Medium Term Note 2015
3.875% € European Medium Term Note 2015
0.7% US$ US Medium Term Note 2016
1.50% US$ US Medium Term Note 2017
5.625% € European Medium Term Note 2017
5.65% US$ US Medium Term Note 2018
2.85% US$ US Medium Term Note 2022
2.8% US$ US Medium Term Note 2023
4.00% € European Medium Term Note 2025
3.375% £ European Medium Term Note 2027
5.25% £ European Medium Term Note 2033
5.375% US$ US Medium Term Note 2034
6.375% US$ US Medium Term Note 2038
6.375% £ European Medium Term Note 2039
5.25% £ European Medium Term Note 2042
4.2% US$ US Medium Term Note 2043
4.25% £ European Medium Term Note 2045
Obligations under finance leases
Net debt
Listing exchange
New York Stock Exchange
London Stock Exchange
London Stock Exchange
New York Stock Exchange
London Stock Exchange
New York Stock Exchange
New York Stock Exchange
London Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
London Stock Exchange
London Stock Exchange
London Stock Exchange
London Stock Exchange
New York Stock Exchange
London Stock Exchange
London Stock Exchange
New York Stock Exchange
London Stock Exchange
2013
£m
66
5,534
5,600
(352)
(1,491)
(27)
–
(919)
(2,789)
–
(601)
(1,330)
(751)
(1,199)
(1,038)
(1,653)
(1,193)
(743)
(618)
(591)
(983)
(299)
(1,641)
(694)
(987)
(294)
(788)
(53)
(15,456)
(12,645)
2012
£m
81
4,184
4,265
(323)
(1,748)
(27)
(1,533)
–
(3,631)
(970)
(611)
(1,296)
–
(1,219)
(1,013)
(1,683)
(1,214)
–
(602)
(590)
(982)
(305)
(1,670)
(694)
(986)
–
(787)
(49)
(14,671)
(14,037)
174 GSK Annual Report 2013
Financial statements Notes to the financial statements 32 Net debt continued
Current assets
Liquid investments are classified as available-for-sale investments.
At 31 December 2013, they included US Treasury Notes and other
government bonds. The effective interest rate on liquid investments at
31 December 2013 was approximately 0.5% (2012 – approximately
2.6%). Liquid investment balances at 31 December 2013 earning
interest at floating and fixed rates amount to £65 million and
£1 million respectively (2012 – £74 million and £7 million).
The effective interest rate on cash and cash equivalents at 31
December 2013 was approximately 1.3% (2012 – approximately
1.7%). Cash and cash equivalents at 31 December 2013 earning
interest at floating and fixed rates amount to £5,298 million and
£1 million respectively (2012 – £3,876 million and £1 million).
GSK’s policy regarding the credit quality of cash and cash
equivalents is referred to in Note 41, ‘Financial instruments and
related disclosures’.
Short-term borrowings
GSK has a $10 billion (£6.0 billion) US commercial paper
programme, of which $2.5 billion (£1.5 billion) was in issue at
31 December 2013 (2012 – $2.9 billion (£1.7 billion)). GSK also
has £1.9 billion of five year committed medium-term facilities
and $2.5 billion (£1.5 billion) of 364 day committed facilities.
These facilities were put in place in September 2012 and
September 2013 respectively and were undrawn at 31 December
2013. Liquid investments, cash and cash equivalents were
as shown in the table on page 174.
The weighted average interest rate on current bank loans and
overdrafts at 31 December 2013 was 3.7% (2012 – 2.1%). The
weighted average interest rate on commercial paper borrowings
at 31 December 2013 was 0.18% (2012 – 0.20%).
Finance lease obligations
Rental payments due within one year
Rental payments due between one and two years
Rental payments due between two and three years
Rental payments due between three and four years
Rental payments due between four and five years
Rental payments due after five years
Total future rental payments
Future finance charges
Total finance lease obligations
Long-term borrowings
At the year-end, GSK had long-term borrowings of £15.5 billion
(2012 – £14.7 billion) of which £8.8 billion (2012 – £9.5 billion) falls
due in more than five years. The average effective pre-swap interest
rate of all notes in issue at 31 December 2013 was approximately
4.5% (2012 – approximately 4.9%).
Long-term borrowings repayable after five years carry interest at
effective rates between 3.11% and 6.76%. The repayment dates
range from 2022 to 2045.
Pledged assets
The Group has pledged investments in US Treasury Notes with a par
value of $105 million (£63 million) (2012 – $119 million (£74 million))
as security against irrevocable letters of credit issued on the Group’s
behalf in respect of the Group’s self-insurance activity. Provisions in
respect of self-insurance are included within the provisions for legal
and other disputes discussed in Note 29, ‘Other provisions’. At
31 December 2013, £69 million of the Group’s cash balance was
held in an escrow account in connection with the Group’s offer to
purchase shares in its Indian pharmaceutical subsidiary. In addition,
£48 million (2012 – £49 million) of assets included in Note 22,
‘Other non-current assets’, which do not form part of Net debt, were
pledged as collateral against future rental payments under operating
lease arrangements entered into by Human Genome Sciences, Inc.
prior to its acquisition by the Group.
2013
£m
2012
£m
29
24
16
9
4
5
87
(7)
80
30
21
17
9
2
6
85
(9)
76
GSK Annual Report 2013 175
33 Share capital and share premium account
Share capital authorised
At 31 December 2011
At 31 December 2012
At 31 December 2013
Share capital issued and fully paid
At 1 January 2011
Issued under employee share schemes
Share capital cancelled
At 31 December 2011
Issued under employee share schemes
Share capital cancelled
At 31 December 2012
Issued under employee share schemes
Share capital cancelled
At 31 December 2013
Number of shares issuable under employee share schemes (Note 42)
Number of unissued shares not under option
Ordinary Shares of 25p each
Share
premium
Number
£m
£m
10,000,000,000
10,000,000,000
10,000,000,000
5,670,458,177
21,949,144
(142,204,223)
5,550,203,098
28,045,821
(180,652,950)
5,397,595,969
44,610,727
(100,000,000)
5,342,206,696
2,500
2,500
2,500
1,418
5
(36)
1,387
7
(45)
1,349
12
(25)
1,336
1,428
245
–
1,673
349
–
2,022
573
–
2,595
31 December 2013
000
91,303
4,566,351
31 December 2012
000
114,985
4,487,419
At 31 December 2013, of the issued share capital, 63,613,528 shares were held in the ESOP Trusts, 487,433,663 shares were held as
Treasury shares and 4,791,159,505 shares were in free issue. All issued shares are fully paid. The nominal, carrying and market values of
the shares held in the ESOP Trusts are disclosed in Note 42, ‘Employee share schemes’.
A total of 92 million shares were purchased by the company during 2013 at a cost of £1,504 million and 100 million shares were cancelled.
Monthly purchases of shares during 2013 were as follows:
March
May
June
July
August
September
October
November
December
Total
For details of substantial shareholdings refer to page 242.
Number of shares
000
3,480,000
6,303,185
15,570,000
5,101,000
11,635,900
17,323,000
23,834,500
4,083,997
5,150,754
92,482,336
Average share price excluding
commission and stamp duty
£
14.97
17.29
16.46
16.75
16.70
16.01
15.67
16.18
15.95
16.18
176 GSK Annual Report 2013
Financial statements Notes to the financial statements
34 Movements in equity
Retained earnings and other reserves amounted to £3,066 million at 31 December 2013 (2012 – £2,429 million; 2011 – £4,959 million) of
which £307 million (2012 – £372 million; 2011 – £421 million) relates to joint ventures and associated undertakings. The cumulative
translation exchange in equity is as follows:
At 1 January 2011
Exchange movements on overseas net assets
Reclassification of exchange on liquidation of overseas subsidiary
At 31 December 2011
Exchange movements on overseas net assets
At 31 December 2012
Exchange movements on overseas net assets
At 31 December 2013
The analysis of other comprehensive income by equity category is as follows:
2013
Items that may be subsequently reclassified to income statement:
Exchange movements on overseas net assets and net investment hedges
Fair value movements on available-for-sale investments
Deferred tax on fair value movements on available-for-sale investments
Reclassification of fair value movements on available-for-sale investments
Deferred tax on reclassification of fair value movements on available-for-sale investments
Reclassification of cash flow hedges to income statement
Fair value movements on cash flow hedges
Deferred tax on fair value movements on cash flow hedges
Share of other comprehensive income of associates and joint ventures
Items that will not be reclassified to income statement:
Exchange movements on overseas net assets of non-controlling interests
Actuarial gains on defined benefit plans
Deferred tax on actuarial movements in defined benefit plans
Other comprehensive income/(expense) for the year
2012
Items that may be subsequently reclassified to income statement:
Exchange movements on overseas net assets and net investment hedges
Fair value movements on available-for-sale investments
Deferred tax on fair value movements on available-for-sale investments
Reclassification of fair value movements on available-for-sale investments
Deferred tax on reclassification of fair value movements on available-for-sale investments
Reclassification of cash flow hedges to income statement
Fair value movements on cash flow hedges
Share of other comprehensive income of associates and joint ventures
Items that will not be reclassified to income statement:
Exchange movements on overseas net assets of non-controlling interests
Actuarial losses on defined benefit plans
Deferred tax on actuarial movements in defined benefit plans
Other comprehensive (expense)/income for the year
Net translation exchange included in:
Retained
earnings
(restated)
£m
1,309
(259)
(1)
1,049
(203)
846
(260)
586
Fair value
reserve
£m
11
4
–
15
(23)
(8)
5
(3)
Retained
earnings
£m
Other
reserves
£m
(260)
–
–
–
–
–
–
–
15
–
847
(286)
316
5
367
(29)
(38)
7
2
(9)
1
–
–
–
–
306
Non-
controlling
interests
£m
(24)
(44)
–
(68)
(30)
(98)
(35)
(133)
Non-
controlling
interests
£m
–
–
–
–
–
–
–
–
–
(35)
–
–
(35)
Total
translation
exchange
(restated)
£m
1,296
(299)
(1)
996
(256)
740
(290)
450
Total
£m
(255)
367
(29)
(38)
7
2
(9)
1
15
(35)
847
(286)
587
Retained
earnings
(restated)
£m
Other
reserves
£m
Non-
controlling
interests
£m
Total
(restated)
£m
(203)
–
–
–
–
–
–
30
–
(685)
193
(665)
(23)
77
(10)
(19)
10
2
(6)
–
–
–
–
31
–
–
–
–
–
–
–
–
(30)
–
–
(30)
(226)
77
(10)
(19)
10
2
(6)
30
(30)
(685)
193
(664)
GSK Annual Report 2013 177
34 Movements in equity continued
2011
Items that may be subsequently reclassified to income statement:
Exchange movements on overseas net assets and net investment hedges
Reclassification of exchange on liquidation or disposal of overseas subsidiaries
Fair value movements on available-for-sale investments
Deferred tax on fair value movements on available-for-sale investments
Reclassification of fair value movements on available-for-sale investments
Reclassification of cash flow hedges to income statement
Share of other comprehensive expense of associates and joint ventures
Items that will not be reclassified to income statement:
Exchange movement on overseas net assets of non-controlling interests
Actuarial losses on defined benefit plans
Deferred tax on actuarial movements in defined benefit plans
Other comprehensive expense for the year
The analysis of other reserves is as follows:
At 1 January 2011
Transferred to income and expense in the year on disposals
Transferred to income and expense in the year on impairment
Net fair value movement in the year
Ordinary Shares purchased and cancelled
Ordinary Shares acquired by ESOP Trusts
Ordinary Shares transferred by ESOP Trusts
Write-down of shares held by ESOP Trusts
Forward contract on non-controlling interest
At 31 December 2011
Transferred to income and expense in the year on disposals
Transferred to income and expense in the year on impairment
Net fair value movement in the year
Ordinary Shares purchased and cancelled
Ordinary Shares acquired by ESOP Trusts
Ordinary Shares transferred by ESOP Trusts
Write-down of shares held by ESOP Trusts
Forward contract on non-controlling interest
At 31 December 2012
Transferred to income and expense in the year on disposals
Transferred to income and expense in the year on impairment
Net fair value movement in the year
Ordinary Shares purchased and cancelled
Ordinary Shares acquired by ESOP Trusts
Write-down of shares held by ESOP Trusts
At 31 December 2013
ESOP Trust
shares
£m
(845)
–
–
–
–
(36)
44
345
–
(492)
–
–
–
–
(37)
58
80
–
(391)
–
–
–
–
(45)
80
(356)
Retained
earnings
(restated)
£m
Other
reserves
£m
Non-
controlling
interests
£m
Total
(restated)
£m
(259)
(1)
–
–
–
–
(8)
–
(884)
243
(909)
Fair value
reserve
£m
89
(10)
(19)
10
–
–
–
–
–
70
(18)
(1)
54
–
–
–
–
–
105
(38)
(1)
347
–
–
–
413
4
–
(20)
23
(29)
1
–
–
–
–
(21)
Cash flow
hedge reserve
£m
(4)
3
–
(5)
–
–
–
–
–
(6)
2
–
(6)
–
–
–
–
–
(10)
2
–
(4)
–
–
–
(12)
–
–
–
–
–
–
–
(44)
–
–
(44)
Other
reserves
£m
2,022
–
–
–
36
–
–
–
(28)
2,030
–
–
–
45
–
–
–
8
2,083
–
–
–
25
–
–
2,108
(255)
(1)
(20)
23
(29)
1
(8)
(44)
(884)
243
(974)
Total
£m
1,262
(7)
(19)
5
36
(36)
44
345
(28)
1,602
(16)
(1)
48
45
(37)
58
80
8
1,787
(36)
(1)
343
25
(45)
80
2,153
Other reserves include various non-distributable merger and pre-merger reserves amounting to £1,849 million at 31 December 2013
(2012 – £1,849 million; 2011 – £1,849 million). Other reserves also include the capital redemption reserve created as a result of the share
buy-back programme amounting to £280 million at 31 December 2013 (2012 – £256 million; 2011 – £211 million).
178 GSK Annual Report 2013
Financial statements Notes to the financial statements
35 Related party transactions
GSK held a 12.4% interest in Aspen Pharmacare Holdings Limited at 31 December 2013 (2012 – 18.6%). During 2013, GSK sold
28.2 million shares, representing 6.2% of Aspen’s share capital for £429 million.
During 2013, GSK distributed £64 million (2012 – £68 million) of its products through Aspen’s extensive distribution network. At 31
December 2013, the balance due to GSK from Aspen was £11 million (2012 – £12 million) and the balance payable by GSK to Aspen
was £9 million (2012 – £3 million). On 31 December 2013, GSK completed the sale of the worldwide intellectual property rights (excluding
certain EMAP markets) of the anti-coagulant products business to the Aspen Group, together with related inventory and a manufacturing
site for consideration of £732 million, of which £233 million has been deferred and is receivable in 2014.
In May 2013, the ViiV Healthcare Shire Canada joint venture was dissolved. GSK acquired the net assets of the former partnership through
its subsidiary ViiV Healthcare ULC. ViiV Canada now owns and operates the business of the former partnership.
At 31 December 2013, GSK held a 50% interest in Japan Vaccine Co. Ltd (JVC) through its subsidiary GlaxoSmithKline K.K. This joint
venture with Daiichi Sankyo Co., Ltd is primarily responsible for the development and marketing of certain prophylactic vaccines in Japan.
During 2013, GSK sold £36 million of its vaccine products into the joint venture. At 31 December 2013, the balance due to GSK from JVC
was £8 million and the balance payable by GSK to JVC was £nil.
The aggregate compensation of the Directors and CET is given in Note 9, ‘Employee Costs’.
36 Adjustments reconciling profit after tax to operating cash flows
Profit after tax
Tax on profits
Share of after tax profits of associates and joint ventures
Finance income net of finance expense
Depreciation
Amortisation of intangible assets
Impairment and assets written off
Profit on sale of businesses
Profit on sale of intangible assets
Profit on sale of investments in associates
Profit on sale of equity investments
Changes in working capital:
(Increase)/decrease in inventories
Decrease in trade receivables
Increase in other receivables
Increase in trade payables
Increase in other payables
Decrease in pension and other provisions
Share-based incentive plans
Fair value adjustments
Other
2013
£m
5,628
1,019
(43)
706
732
682
928
(1,331)
(78)
(282)
(36)
(95)
16
(218)
125
393
(165)
319
(12)
211
2,871
2012
(restated)
£m
4,678
2011
(restated)
£m
5,405
1,922
(29)
729
871
574
654
–
(652)
–
(16)
37
183
(27)
177
132
(2,839)
220
(575)
9
1,370
2,220
(15)
709
893
530
346
–
(236)
(585)
(10)
(157)
192
(69)
442
2
(2,108)
198
(10)
(34)
2,308
Cash generated from operations
8,499
6,048
7,713
GSK Annual Report 2013 179
37 Reconciliation of net cash flow to movement in net debt
Net debt at beginning of year
Increase/(decrease) in cash and bank overdrafts
Cash inflow from liquid investments
Net increase in long-term loans
Net repayment of/(increase in) short-term loans
Net repayment of obligations under finance leases
Net non-cash funds of subsidiary undertakings acquired
Exchange adjustments
Other non-cash movements
Movement in net debt
Net debt at end of year
2013
£m
2012
£m
2011
£m
(14,037)
(9,003)
(8,859)
1,473
(15)
(1,913)
1,872
31
(6)
(34)
(16)
1,392
(1,607)
(224)
(4,430)
816
35
(3)
385
(6)
(5,034)
(94)
(30)
–
(37)
38
(10)
(10)
(1)
(144)
(12,645)
(14,037)
(9,003)
Analysis of changes in net debt
Liquid investments
Cash and cash equivalents
Overdrafts
Debt due within one year:
Commercial paper
European and US Medium Term Notes
Other
Debt due after one year:
European and US Medium Term Notes
Other
Net debt
At 1 January
2013
£m
81
4,184
(278)
3,906
(1,748)
(1,533)
(72)
(3,353)
(14,622)
(49)
(14,671)
(14,037)
Exchange
£m
–
Other
£m
–
Reclassifications
£m
–
Acquisitions
£m
–
Cash flow
£m
(15)
At 31December
2013
£m
66
(155)
7
(148)
–
(29)
2
(27)
140
1
141
(34)
–
–
–
–
38
(8)
30
(15)
(31)
(46)
(16)
–
–
–
–
(1,007)
(22)
(1,029)
1,007
22
1,029
–
–
–
–
–
–
(6)
(6)
–
–
–
1,505
(32)
1,473
257
1,612
30
1,899
(1,913)
4
(1,909)
(6)
1,448
5,534
(303)
5,231
(1,491)
(919)
(76)
(2,486)
(15,403)
(53)
(15,456)
(12,645)
For further information on significant changes in net debt see Note 32, ‘Net debt’.
180 GSK Annual Report 2013
Financial statements Notes to the financial statements 38 Acquisitions and disposals
Details of the acquisition and disposal of significant subsidiaries and associates, joint ventures and other businesses are given below:
2013
Acquisitions
During the year GSK completed the acquisition of three businesses for cash, including Okairos AG, a European based biopharmaceutical
company focused on the development of a specific vaccine technology in the prophylactic and therapeutic fields, which was acquired in May.
The total purchase price for these businesses of £255 million included £7 million of cash acquired and £1 million of contingent consideration.
Net assets acquired
Intangibles
Property, plant and equipment
Inventory
Trade and other receivables
Other assets including cash and cash equivalents
Deferred tax provision
Trade and other payables
Goodwill
Cash consideration paid
Contingent consideration
Total consideration
Book value
£m
Fair value
adjustments
£m
Fair value
£m
–
20
6
16
8
–
(26)
24
–
24
198
3
–
–
–
(23)
–
178
53
231
198
23
6
16
8
(23)
(26)
202
53
255
254
1
255
If the acquisitions had been made at the beginning of the year, it is estimated that Group turnover would have increased by approximately
£50 million for the year. Okairos has been fully integrated into the GSK business and it is not practicable to separately identify the impact on
the Group profit for the year. The other acquisitions occured shortly before the end of the year and had no material impact on the Group profit
for the year.
The goodwill arising on the acquisitions reflects potential for business synergies and the value of workforce acquired. The majority of this
goodwill is not expected to be deductible for income tax purposes.
The results of the acquisitions are reported within the US, Europe, EMAP, Japan, Other trading and unallocated Pharmaceuticals and
Vaccines and Consumer Healthcare operating segments. The transactions were accounted for using the acquisition accounting method.
Acquisition costs expensed in 2013 totalled £2 million.
Contingent consideration
At 1 January
Exchange adjustments
Additions
Remeasurement through goodwill
Remeasurement through income statement
Settlement
At 31 December
Disposals
2013
£m
697
–
1
(18)
251
(7)
924
2012
£m
78
1
696
(91)
13
–
697
Lucozade and Ribena
On 31 December 2013, GSK completed the sale of the Lucozade and Ribena business including a manufacturing site and related inventory
to Suntory Beverage and Food Ltd for £1,352 million in cash and recognised a profit on disposal in Other operating income of £1,057 million.
Lucozade and Ribena sales, excluding retained markets, totalled £527 million for the year ending 31 December 2013.
Cash consideration
Net assets sold
Inventory
Property, plant and equipment
Goodwill
Disposal costs
Profit on disposal
£m
1,352
(45)
(149)
(24)
(218)
(77)
1,057
GSK Annual Report 2013 181
38 Acquisitions and disposals continued
Anti-coagulant business
On 31 December 2013, GSK completed the sale of the anti-coagulant business comprising of worldwide intellectual property rights
(excluding China, India and Pakistan) of Fraxiparine and Arixtra together with related inventory and a manufacturing site to the Aspen Group
for consideration of £732 million, of which £499 million was received in cash and £233 million was deferred.
The £233 million deferred consideration receivable relates to inventory and a manufacturing site and is receivable in 2014. £138 million of
consideration receivable relates to inventory which is subject to true up upon final transfer of inventory in 2014.
Profit on disposal of £274 million was recognised in Other operating income. Worldwide sales of Fraxiparine and Arixtra, excluding retained
markets, were £345 million for the year ending 31 December 2013.
Cash consideration
Cash consideration receivable
Net assets sold
Inventory
Property, plant and equipment
Intangible assets
Goodwill
Disposal costs
Total profit on disposal
Deferral of profit
Profit recognised in year
£m
499
233
732
(138)
(91)
(80)
(31)
(340)
(79)
313
(39)
274
GSK holds an investment in Aspen Pharmacare Holdings Limited (Aspen) which is accounted for as an investment in an associate. £39 million
of the total profit on disposal, representing GSK’s continuing interest through its shareholding in Aspen, has therefore been deferred.
Investments in associates and joint ventures
In November 2013, GSK sold one third of its shareholding in Aspen, representing 6.2% of the issued share capital of the company, for
£429 million in cash. At 31 December 2013, GSK held 12.4% of Aspen and continued to recognise its investment in Aspen as an associate.
Cash consideration
Net book value of shares
Reclassification of exchange from other comprehensive income
Reclassification of fair value movements from other comprehensive income
Profit on disposal
Cash flows
Cash consideration paid
Cash and cash equivalents acquired
Cash consideration paid, net of cash acquired
Total cash consideration payable, net of cash acquired
Contingent consideration
Cash consideration paid, net of cash acquired
Total cash proceeds receivable
Cash proceeds deferred
Net cash proceeds from disposals
£m
429
(132)
(42)
19
274
Total
£m
262
(7)
255
256
(1)
255
2,513
(233)
2,280
Business
acquisitions
and disposals
£m
254
(7)
247
Associates
and joint
ventures
£m
8
–
8
248
(1)
247
2,084
(233)
1,851
8
–
8
429
–
429
182 GSK Annual Report 2013
Financial statements Notes to the financial statements
38 Acquisitions and disposals continued
2012
Acquisitions
Human Genome Sciences, Inc.
On 3 August 2012, GSK completed the acquisition of 100% of the issued share capital of Human Genome Sciences, Inc. (HGS), a US
based biopharmaceutical company focused on the development of protein and anti-body drugs for the treatment of immuno-inflammation
diseases, for cash. The goodwill arising on the acquisition of this business reflected the potential business synergies and realisation of the
full value of Benlysta, albiglutide, darapladib and other assets by simplifying and optimising R&D, commercial and manufacturing operations
through complete ownership of the assets. The goodwill recognised is not expected to be deductible for income tax purposes.
The results of the acquired business are reported as part of the US, Europe, EMAP, Japan and Other trading and unallocated costs operating
segments. The transaction was accounted for using the acquisition accounting method.
The pro-forma turnover for the HGS business for the full year 2012 was £154 million. During 2012, GSK recorded turnover of £69 million
from HGS products. As the HGS products had been fully integrated into the GSK business, it was not practicable to separately identify the
impact of the acquisition on the Group profit for the year.
Acquisition costs expensed in 2012 arising on this acquisition amounted to £28 million.
Net assets acquired
Intangible assets
Property, plant and equipment
Trade and other receivables
Other assets including cash and cash equivalents
Deferred tax asset
Trade and other liabilities
Goodwill
Cash consideration paid
Gain on settlement of pre-existing collaborations
Total consideration
Book value
£m
Fair value
adjustments
£m
Fair value
£m
–
21
33
431
–
(86)
399
–
399
1,249
10
–
83
156
(173)
1,325
791
2,116
1,249
31
33
514
156
(259)
1,724
791
2,515
2,282
233
2,515
Shionogi-ViiV Healthcare joint venture
On 29 October 2012, GSK acquired the 50% share of the Shionogi-ViiV Healthcare joint venture previously held by Shionogi & Co, Ltd.
The assets acquired included the investigational medicine dolutegravir and early stage integrase inhibitor compounds in development.
Total consideration comprised a 10% equity stake in ViiV Healthcare, GSK’s existing 50% investment in the joint venture and contingent
consideration payable in cash in the future, together with a deferred tax asset and a loss on settlement of pre-existing relationships. The
contingent consideration is payable based on a percentage of the future sales performance of compounds developed by the joint venture,
if they become marketed products, and so the total amount payable is unlimited.
The results of the acquired business are reported as part of ViiV Healthcare. The transaction was accounted for using the acquisition
accounting method.
Acquisition costs expensed in 2012 arising on this acquisition amounted to £2 million.
GSK Annual Report 2013 183
38 Acquisitions and disposals continued
Net assets acquired
Intangible assets
Deferred tax provision
Negative goodwill
Consideration settled by shares in ViiV Healthcare
Contingent consideration
Deferred tax on contingent consideration
Fair value of investment in joint venture converted into subsidiary
Loss on settlement of pre-existing relationships
Total consideration
Book value
£m
Fair value
adjustments
£m
Fair value
£m
–
–
–
–
–
1,777
(628)
1,149
(124)
1,025
1,777
(628)
1,149
(124)
1,025
377
659
(236)
256
(31)
1,025
Other acquisitions
During 2012, GSK completed two smaller acquisitions for cash. The total cash consideration paid of £206 million included £2 million of cash
acquired.
Net assets acquired
Intangible assets
Property, plant and equipment
Trade and other receivables
Other assets including cash and cash equivalents
Deferred tax provision
Trade and other liabilities
Goodwill
Cash consideration paid
Contingent consideration
Fair value of equity investment converted into subsidiary
Gain on settlement of pre-existing relationships
Total consideration
Book value
£m
Fair value
adjustments
£m
Fair value
£m
–
2
2
2
–
(8)
(2)
–
(2)
232
–
–
–
(14)
4
222
82
304
232
2
2
2
(14)
(4)
220
82
302
206
37
23
36
302
If the other acquisitions had been made at the beginning of the year, it is estimated that Group turnover would have increased by £27 million
for the year. As some of the acquisitions had been fully integrated into the GSK business it was not practicable to separately identify the
impact of the acquisitions on the Group profit for the year.
The goodwill arising on the acquisitions reflects the potential for business synergies and further sales growth through the increase in GSK’s
market presence following the acquisitions of these market participants. None of the goodwill recognised is expected to be deductible for
income tax purposes.
The results of the acquisitions are reported as part of the Europe Pharma and Research & Development reportable operating segments.
The Group recognised a settlement gain of £36 million as a result of measuring at fair value relationships that had existed prior to the
acquisition date. The gain was recognised in Other operating income on the income statement.
Acquisition costs expensed in 2012 arising on other acquisitions totalled £9 million.
184 GSK Annual Report 2013
Financial statements Notes to the financial statements
38 Acquisitions and disposals continued
Investments in associates and joint ventures
GSK made cash contributions of £39 million into the Shionogi-ViiV Healthcare joint venture prior to its acquisition as a subsidiary and made
cash investments of £19 million into a new joint venture in which the Group held a share of 50%. GSK also made cash investments of
£41 million into associates.
Cash flows
Cash consideration paid
Cash and cash equivalents acquired
Cash consideration paid, net of cash acquired
Total cash consideration payable, net of cash acquired
Contingent consideration
Cash consideration paid, net of cash acquired
2011
Human
Genome
Sciences
£m
2,282
(251)
2,031
2,031
–
2,031
Shionogi-
ViiV joint
venture
£m
–
–
–
659
(659)
–
Other
acquisitions
£m
206
(2)
204
Total
business
acquisitions
£m
2,488
(253)
2,235
Associates
and joint
ventures
£m
99
–
99
241
(37)
204
2,931
(696)
2,235
99
–
99
Total
£m
2,587
(253)
2,334
3,030
(696)
2,334
Acquisitions
During the year GSK completed four subsidiary acquisitions for cash. The total purchase price of £299 million included £16 million of cash
acquired.
Net assets acquired
Intangible assets
Property, plant and equipment
Trade and other receivables
Other assets including cash and cash equivalents
Deferred tax provision
Other liabilities
Goodwill
Cash consideration paid
Fair value of investment in joint venture converted into subsidiary
Total consideration
Book value
£m
Fair value
adjustments
£m
Fair value
£m
6
52
16
23
–
(32)
65
–
65
122
(1)
–
1
(31)
(1)
90
168
258
128
51
16
24
(31)
(33)
155
168
323
299
24
323
If the acquisitions had been made at the beginning of the year, it is estimated that Group turnover would have increased by £75 million for the
year. As some of the subsidiaries have been fully integrated into the GSK business it is not practicable to separately identify the impact of the
acquisitions on the Group profit for the year.
The goodwill arising on the acquisitions reflects the potential for business synergies and further sales growth through the increase in GSK’s
market presence following the acquisitions of these businesses. In addition, goodwill of £10 million was recognised in respect of fair value
adjustments to prior year acquisitions. None of the goodwill recognised is expected to be deductible for income tax purposes.
The results of the acquisitions are reported as part of the US, Europe, EMAP, Japan, Other trading and unallocated Pharmaceuticals and
Vaccines and Consumer Healthcare operating segments.
The Group recognised a loss of £1 million as a result of remeasuring to fair value an associate held prior to the acquisition date. This loss is
reported as a loss on disposal of interest in associates in the income statement.
Acquisition costs expensed in 2011 arising on acquisitions totalled £2 million.
Investments in associates and joint ventures
GSK made cash contributions of £33 million in a joint venture in which the Group has a 50% share, made cash investments in associates
totalling £2 million and transferred a £3 million equity investment into associates as the Group has increased its shareholding from 5% to
37%.
GSK Annual Report 2013 185
38 Acquisitions and disposals continued
Disposals
GSK disposed of one subsidiary. The cash outflow on disposal was £10 million net of cash disposed. On 1 February 2011 GSK disposed of
its entire 18% shareholding in Quest Diagnostics Inc., a US clinical laboratory business listed on the New York Stock Exchange. The sale
comprised a secondary public offering and an accompanying repurchase of shares by Quest Diagnostics which together generated a profit
on disposal of £584 million before tax.
Cash flows
Cash consideration paid
Cash and cash equivalents acquired
Cash consideration paid, net of cash acquired
Total cash consideration payable, net of cash acquired
Deferred consideration
Cash consideration paid, net of cash acquired
Net cash (outflow)/proceeds from disposals, net of cash disposed
39 Non-controlling interests
Other
acquisitions
£m
299
(16)
283
283
(19)
264
(10)
Associates
and joint
ventures
£m
35
–
35
35
–
35
Total
£m
334
(16)
318
318
(19)
299
1,044
1,034
The Group has one subgroup that has material non-controlling interests, ViiV Healthcare Limited and its subsidiaries. The ViiV Healthcare
group is focused on the research, development and worldwide commercialisation of HIV medicines. Summarised financial information in
respect of the ViiV Healthcare group is set out below:
Turnover
Profit after taxation
Other comprehensive expense
Total comprehensive income
Total comprehensive income/(expense) for the year attributable to non-controlling interests
Dividends paid to non-controlling interests
Non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Non-controlling interests attributable to the subgroup
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
(Decrease)/increase in cash and bank overdrafts in the year
2013
£m
1,371
190
(9)
181
76
106
2013
£m
2,273
997
3,270
(463)
(2,253)
(2,716)
554
530
2013
£m
637
(27)
(662)
(52)
2012
£m
1,337
492
(12)
480
(4)
51
2012
£m
2,323
1,045
3,368
(422)
(1,940 )
(2,362)
1,006
545
2012
£m
620
(31)
(350)
239
2011
£m
1,537
422
(14)
408
71
119
2011
£m
385
(29)
(802)
(446)
The above financial information relates to the ViiV Healthcare group on a stand-alone basis, before the impact of Group-related adjustments.
Acquisitions of non-controlling interests
On 5 February 2013, GSK increased its shareholding in GlaxoSmithKline Consumer Healthcare Ltd (India) from 43.2% to 72.5%
(representing an increase in shares held of 12,319,749 at a price of INR 3,900 per share) for £588 million. The carrying amount of the
non-controlling interests acquired was £58 million.
On 16 December 2013 GSK announced a voluntary open offer to increase its stake in GlaxoSmithKline Pharmaceuticals Limited, its
pharmaceuticals subsidiary in India, from 50.7% to up to 75% (representing a maximum increase in shares held of 20,609,774 shares at a
price of INR 3,100 per share). The offer period began on 18 February 2014 and is expected to close in March 2014. As the announcement
of the offer obliged GSK to complete the purchase at the price offered, the risks and rewards of ownership of the shares are deemed to have
passed to GSK from that date. The carrying amount of the non-controlling interest deemed to have been acquired was £61 million and an
obligation of £620 million to pay the non-controlling shareholders was recorded in Other payables (see Note 27) at 31 December 2013.
186 GSK Annual Report 2013
Financial statements Notes to the financial statements
40 Commitments
Contractual obligations and commitments
Contracted for but not provided in the financial statements:
Intangible assets
Property, plant and equipment
Investments
Purchase commitments
Pensions
Other commitments
Interest on loans
Finance lease charges
2013
£m
2012
£m
7,056
443
111
614
510
233
10,063
7
19,037
7,780
572
72
762
368
268
10,207
9
20,038
The commitments related to intangible assets include milestone payments, which are dependent on successful clinical development or
on meeting specified sales targets, and which represent the maximum that would be paid if all milestones, however unlikely, are achieved.
The amounts are not risk-adjusted or discounted. A number of commitments were made in 2013 under licensing and other agreements,
including arrangements with Adimab LLC, Immunicore Ltd and MorphoSys AG. These new arrangements were more than offset by
reduced commitments due on prior year transactions including amendments to the agreements with ChemoCentryx Inc. and Panmira
Pharmaceuticals LLC.
In 2013, GSK reached an agreement with the trustees of the UK pension schemes to make additional contributions to eliminate the pension
deficit identified at the 31 December 2011 actuarial funding valuation. The table above includes this commitment, but excludes the normal
ongoing annual funding requirement in the UK of approximately £120 million.
The Group also has other commitments which principally relate to revenue payments to be made under licences and other alliances.
Commitments in respect of future interest payable on loans are disclosed before taking into account the effect of interest rate swaps.
Commitments under non-cancellable operating leases are disclosed below. £322 million (2012 – £343 million) is provided against these
commitments on the Group’s balance sheet.
Commitments under non-cancellable operating leases
Rental payments due within one year
Rental payments due between one and two years
Rental payments due between two and three years
Rental payments due between three and four years
Rental payments due between four and five years
Rental payments due after five years
Total commitments under non-cancellable operating leases
2013
£m
134
97
73
58
52
363
777
2012
£m
146
98
77
61
54
413
849
GSK Annual Report 2013 187
Liquidity risk
GSK’s policy is to borrow centrally in order to meet anticipated
funding requirements. The cash flow forecast and funding
requirements are monitored by the TMG on a monthly basis.
The strategy is to diversify liquidity sources using a range of
facilities and to maintain broad access to funding markets.
At 31 December 2013, GSK had £2.8 billion of borrowings repayable
within one year and held £5.6 billion of cash and cash equivalents
and liquid investments of which £3.3 billion was held centrally
(including the disposal proceeds received at the end of December).
GSK also has access to short-term finance under a $10 billion
(£6.0 billion) US commercial paper programme and $2.5 billion
(£1.5 billion) was in issue under this programme at 31 December
2013. GSK has £1.9 billion five year committed medium-term
facilities and $2.5 billion (£1.5 billion) of 364 day committed facilities.
These facilities were put in place in September 2012 and September
2013 respectively and were undrawn at 31 December 2013. GSK
considers this level of committed facilities to be adequate given
current liquidity requirements.
GSK has a £15 billion European Medium Term Note programme and
at 31 December 2013, £7.1 billion of notes were in issue under
this programme. The Group also has a US shelf registration
statement and at 31 December 2013, had $15.5 billion (£9.3 billion)
of notes in issue under this programme. GSK’s long-term borrowings
mature at dates between 2015 and 2045.
GSK’s long-term credit ratings have remained unchanged since
February 2008. GSK’s current ratings are A+ (stable outlook) by
Standard and Poor’s and A1 (negative outlook) by Moody’s Investors
Service (‘Moody’s’). The Group’s short-term credit ratings are A-1
and P-1 with Standard and Poor’s and Moody’s respectively.
Market risk
Interest rate risk management
GSK’s objective is to minimise the effective net interest cost and to
balance the mix of debt at fixed and floating interest rates over time.
The policy on interest rate risk management limits the amount of
floating interest payments to a prescribed percentage of operating
profit.
GSK uses interest rate swaps to redenominate one of its bonds into
floating interest rates. The duration of these swaps matches the
duration of the principal instrument. These interest rate derivative
instruments are accounted for as fair value hedges of the relevant
liability.
41 Financial instruments and related disclosures
GSK reports in Sterling and pays dividends out of Sterling profits.
The role of Corporate Treasury is to monitor and manage the external
and internal funding requirements and financial risks in support of the
strategic objectives. GSK operates on a global basis, primarily
through subsidiary companies and manages its capital to ensure that
subsidiaries are able to operate as going concerns and to optimise
returns to shareholders through an appropriate balance of debt and
equity. Treasury activities are governed by policies approved by the
Board of Directors, most recently on 9 July 2013.
A Treasury Management Group (TMG) meeting, chaired by the Chief
Financial Officer, takes place on a monthly basis to review treasury
activities. Its members receive management information relating to
these activities. Internal audit reviews the Treasury internal control
environment regularly.
GSK uses a variety of financial instruments to finance its operations
and derivative financial instruments to manage market risks from
these operations. These derivatives, principally comprising forward
foreign currency contracts and interest rate swaps, are used to swap
borrowings and liquid assets into currencies required for Group
purposes and to manage exposure to financial risks from changes in
foreign exchange rates and interest rates.
GSK does not hold or issue derivatives for speculative purposes and
the Treasury policies specifically prohibit such activity. All
transactions in financial instruments are undertaken to manage the
risks arising from underlying business activities, not for speculation.
Capital management
GSK’s financial strategy supports the Group’s strategic priorities and
is regularly reviewed by the Board. GSK manages the capital
structure of the Group through an appropriate mix of debt and equity.
GSK’s financial architecture is designed to support the delivery of the
Group’s strategy, and to enhance returns to shareholders. There are
four key priorities: delivering sustainable sales growth, improving
operating leverage, improving financial efficiency and converting more
of our earnings into cash. The free cash flow generated can then be
returned to shareholders or reinvested in bolt-on acquisitions,
wherever the most attractive returns are available. GSK continues to
apply strict financial and returns-based criteria such as cash flow
return on investment in order to allocate capital and assess
investment opportunities, whilst protecting its credit profile.
The business remains highly cash generative and in 2013 GSK
generated £4.7 billion in free cash flow. In addition, the Group
realised £2.5 billion from divestments. In 2013 we returned a total of
£5.2 billion to shareholders, £3.7 billion in dividends and £1.5 billion
in share repurchases. Net debt at the end of the year was £12.6
billion, a reduction of £1.4 billion compared to the previous year.
In 2014, GSK expects to deliver continued dividend growth and as
part of the long-term share buyback programme is targeting share
repurchases of £1-2 billion depending on market conditions.
The capital structure of the Group consists of net debt of
£12.6 billion (see Note 32, ‘Net debt’) and shareholders’ equity of
£7.0 billion (see ’Consolidated statement of changes in equity‘ on
page 134). Total capital, including that provided by non-controlling
interests of £0.8 billion, is £20.4 billion.
188 GSK Annual Report 2013
Financial statements Notes to the financial statements 41 Financial instruments and related disclosures
continued
Foreign exchange risk management
Foreign currency transaction exposures arising on internal and
external trade flows are not generally hedged. The Group’s objective
is to minimise the exposure of overseas operating subsidiaries to
transaction risk by matching local currency income with local
currency costs where possible. GSK’s internal trading transactions
are matched centrally and inter-company payment terms are managed
to reduce foreign currency risk. Foreign currency cash flows can be
hedged selectively under the management of Corporate Treasury and
the TMG. Where possible, GSK manages the cash surpluses or
borrowing requirements of subsidiary companies centrally using
forward contracts to hedge future repayments back into the
originating currency. In order to reduce foreign currency translation
exposure, the Group seeks to denominate borrowings in the
currencies of the principal assets and cash flows. These are primarily
denominated in US dollars, Euros and Sterling. Certain borrowings
can be swapped into other currencies as required. Borrowings
denominated in, or swapped into, foreign currencies that match
investments in Group overseas assets may be treated as a hedge
against the relevant assets. Forward contracts in major currencies are
also used to reduce exposure to the Group’s investment in overseas
assets (see ‘Net investment hedges’ section of this note for further
details). The TMG reviews the ratio of borrowings to assets for major
currencies monthly.
Credit risk
The Group considers its maximum credit risk at 31 December 2013 to be
£10,922 million (31 December 2012 – £9,469 million) which is the total
of the Group’s financial assets with the exception of ’Other investments’
(comprising equity investments) which bear equity risk rather than credit
risk. See page 191 for details on the Group’s total financial assets. At
31 December 2013, GSK’s greatest concentration of credit risk was
£2.6 billion (2012 – £1.2 billion) with HSBC (Aa3/AA-), including the
disposal proceeds received at the end of December.
Treasury-related credit risk
GSK sets global counterparty limits for each of GSK’s banking and
investment counterparties based on long-term credit ratings from
Moody’s and Standard and Poor’s.
Corporate Treasury’s usage of these limits is monitored daily by a
Corporate Compliance Officer (CCO) who operates independently of
Corporate Treasury. Any breach of these limits would be reported to
the CFO immediately. The CCO also monitors the credit rating of these
counterparties and, when changes in ratings occur, notifies Corporate
Treasury so that changes can be made to investment levels or to
authority limits as appropriate. In addition, relationship banks and their
credit ratings are reviewed regularly and a report is presented annually
to the TMG for approval.
GSK actively manages its exposure to credit risk, reducing surplus
cash balances wherever possible. This is part of the Treasury strategy
to regionalise cash management and to concentrate cash centrally as
much as possible. GSK has continued to maintain its conservative
approach to counterparty risk throughout the period. The table below
sets out the credit exposure to counterparties by rating for liquid
investments, cash and cash equivalents and derivatives. The gross
asset position on each derivative contract is considered for the
purpose of this table, although, under ISDA agreements, the amount at
risk is the net position with each counterparty. Table (e) on page 195
sets out the Group’s financial assets and liabilities on an offset basis.
The £2.8 billion bank balances and deposits invested in Aa3/AA-
rated counterparties at 31 December 2013 is significantly higher
than the equivalent at 31 December 2012 as a result of the disposal
proceeds received at the end of December 2013. Compared to last
year, there is a significantly higher amount of bank balances and
deposits held with A2/A rated counterparties whilst the amount has
significantly decreased with A3/A- rated counterparties. This is as a
result of GSK’s bank balances and deposits held with Citibank, which
have shifted due to Moody’s upgrading Citibank NA’s rating from A3
to A2.
The £157 million invested with Baa3/BBB- rated counterparties
includes bank balances or deposits with HDFC Bank, State Bank of
India, BBVA Venezuela, Halk and Emirates bank. These counterparties
are used either for local cash management purposes or for local
investment purposes where GSK is not the sole shareholder.
The £1 million invested with a Ba2/BB rated counterparty relates
to an investment in Pakistan Government treasury bills and the
£1 million held with an unrated bank is with Islandsbanki which is
used for cash management purposes in Iceland.
2013
Bank balances and deposits
US Treasury and Treasury repo
only money market funds
Corporate debt instruments
Government securities
3rd party financial derivatives
Total
2012
Bank balances and deposits
US Treasury and Treasury repo
only money market funds
Corporate debt instruments
Government securities
3rd party financial derivatives
Total
Aa1/AA+
£m
–
Aa3/AA-
£m
2,823
A1/A+
£m
637
893
–
64
–
957
–
1
–
66
2,890
–
–
–
11
648
Aa1/AA+
£m
–
Aa3/AA-
£m
1,189
A1/A+
£m
825
728
–
74
–
802
–
7
–
8
1,204
–
–
–
37
862
A2/A
£m
967
–
–
–
54
1,021
A2/A
£m
412
–
–
–
33
445
A3/A-
£m
48
Baa1/BBB+
£m
8
Baa2/BBB
£m
–
Baa3/BBB-
£m
157
Ba2/BB
£m
–
Unrated
1
–
–
–
17
65
–
–
–
–
8
–
–
–
–
–
–
–
–
–
157
–
–
1
–
1
–
–
–
–
1
A3/A-
£m
860
Baa1/BBB+
£m
7
Baa2/BBB
£m
–
Baa3/BBB-
£m
158
Ba2/BB
£m
5
Unrated
–
–
–
–
20
880
–
–
–
–
7
–
–
–
–
–
–
–
–
–
158
–
–
–
–
5
–
–
–
–
–
Total
£m
4,641
893
1
65
148
5,748
Total
£m
3,456
728
7
74
98
4,363
The credit ratings in the above tables are as assigned by Moody’s and Standard and Poor’s respectively. Where the opinion of the two rating
agencies differ, GSK assigns the lower rating of the two to the counterparty. Where local rating agency data is the only source available, the
ratings are converted to global ratings equivalent to those of Moody’s or Standard and Poor’s using published conversion tables.
GSK Annual Report 2013 189
41 Financial instruments and related disclosures
continued
GSK’s centrally managed cash reserves amounted to £3.3 billion at
31 December 2013, all available within 3 months. This excludes £0.6
billion centrally managed cash held by ViiV Healthcare, a 77.4%
owned subsidiary. The Group has invested centrally managed liquid
assets in bank deposits and Aaa/AAA rated US Treasury and
Treasury repo only money market funds (these bear credit exposure to
the US Government (Aaa/AA+ rated)).
Wholesale and retail credit risk
Outside the USA, no customer accounts for more than 5% of the
Group’s trade receivables balance.
In the USA, in line with other pharmaceutical companies, the Group
sells its products through a small number of wholesalers in addition to
hospitals, pharmacies, physicians and other groups. Sales to the
three largest wholesalers amount to approximately 83% of the
Group’s US Pharmaceuticals and Vaccines turnover. At 31 December
2013, the Group had trade receivables due from these three
wholesalers totalling £835 million (2012 – £815 million). The Group
is exposed to a concentration of credit risk in respect of these
wholesalers such that, if one or more of them encounters financial
difficulty, it could materially and adversely affect the Group’s financial
results.
The Group’s credit risk monitoring activities relating to these
wholesalers include a review of their quarterly financial information
and Standard & Poor’s credit ratings, development of GSK internal
risk ratings, and establishment and periodic review of credit limits.
However, the Group believes there is no further credit risk provision
required in excess of the normal provision for bad and doubtful debts
(see Note 24, ‘Trade and other receivables’).
Fair value of financial assets and liabilities
The table on page 191 presents the carrying amounts and the fair
values of the Group’s financial assets and liabilities at 31 December
2013 and 31 December 2012.
The fair values of the financial assets and liabilities are included at
the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at
the measurement date.
The following methods and assumptions were used to estimate
the fair values:
• Cash and cash equivalents – approximates to the carrying amount
• Liquid investments – based on quoted market prices or calculated
based on observable inputs in the case of marketable securities;
based on principal amounts in the case of non-marketable
securities because of their short repricing periods
• Other investments – equity investments traded in an active market
determined by reference to the relevant stock exchange quoted bid
price; other equity investments determined by reference to the
current market value of similar instruments or by reference to the
discounted cash flows of the underlying net assets
• Short-term loans, overdrafts and commercial paper – approximates
to the carrying amount because of the short maturity of these
instruments
• Long-term loans – based on quoted market prices in the case of
European and US Medium term notes and other fixed rate
borrowings (a level 1 fair value measurement); approximates to the
carrying amount in the case of floating rate bank loans and other
loans
• Contingent consideration for business acquisitions after 1 January
2010 – based on present values of expected future cash flows
•
Interest rate swaps and foreign exchange contracts – based on the
present value of contractual cash flows using market sourced data
(exchange rates or interest rates) at the balance sheet date
• Receivables and payables – approximates to the carrying amount
• Company-owned life insurance policies – based on cash
surrender value
• Lease obligations – approximates to the carrying amount.
Fair value of investments in GSK shares
At 31 December 2013, the Employee Share Ownership Plan
(ESOP) Trusts held GSK shares with a carrying value of £355 million
(2012 – £391 million) and a fair value of £1,025 million (2012 –
£1,004 million) based on quoted market price. The shares represent
purchases by the ESOP Trusts to satisfy future exercises of options
and awards under employee incentive schemes. The carrying value,
which is the lower of cost or expected proceeds, of these shares
has been recognised as a deduction from other reserves. At 31
December 2013, GSK held Treasury shares at a cost of £6,829
million (2012 – £6,602 million) which has been deducted from
retained earnings.
190 GSK Annual Report 2013
Financial statements Notes to the financial statements 41 Financial instruments and related disclosures continued
Cash and cash equivalents
Available-for-sale investments:
Liquid investments:
– Government bonds
– other
Total liquid investments
Other investments
Loans and receivables:
Trade and other receivables and certain Other non-current
assets in scope of IAS 39
Financial assets at fair value through profit or loss:
Other non-current assets in scope of IAS 39
Derivatives designated as at fair value through profit or loss
Derivatives classified as held for trading under IAS 39
Total financial assets
Financial liabilities measured at amortised cost:
Borrowings excluding obligations under finance leases:
– bonds in a designated hedging relationship
– other bonds
– bank loans and overdrafts
– commercial paper
Total borrowings excluding obligations under finance leases
Obligations under finance leases
Total borrowings
Trade and other payables, Other provisions and certain
Other non-current liabilities in scope of IAS 39
Financial liabilities at fair value through profit or loss:
Trade and other payables, Other provisions and certain
Other non-current liabilities in scope of IAS 39
Derivatives designated as at fair value through profit or loss
Derivatives classified as held for trading under IAS 39
Total financial liabilities
Net financial assets and financial liabilities
Notes
e
a
a
b
a,b
a,d,e
a,d,e
d
e
f
c
a,c
a,d,e
a,d,e
Carrying
value
£m
5,534
65
1
66
1,202
2013
Fair
value
£m
5,534
65
1
66
1,202
Carrying
value
£m
4,184
74
7
81
787
2012
Fair
value
£m
4,184
74
7
81
787
4,932
4,932
4,907
4,907
234
76
80
12,124
234
76
80
12,124
194
80
23
10,256
194
80
23
10,256
(3,288)
(13,034)
(352)
(1,491)
(18,165)
(80)
(18,245)
(3,531)
(14,163)
(352)
(1,491)
(19,537)
(80)
(19,617)
(3,279)
(12,876)
(323)
(1,748)
(18,226)
(76)
(18,302)
(3,619)
(14,951)
(323)
(1,748)
(20,641)
(76)
(20,717)
(7,989)
(7,989)
(7,730)
(7,730)
(961)
(5)
(125)
(27,325)
(961)
(5)
(125)
(28,697)
(709)
(8)
(57)
(26,806)
(709)
(8)
(57)
(29,221)
(15,201)
(16,573)
(16,550)
(18,965)
The valuation methodology used to measure fair value in the above table is described and categorised on page 190. Trade and other
receivables, Other non-current assets, Trade and other payables, Other provisions and Other non-current liabilities are reconciled to the
relevant Notes on page 193.
GSK Annual Report 2013 191
41 Financial instruments and related disclosures continued
(a) Financial instruments held at fair value
The following tables categorise the Group’s financial assets and liabilities held at fair value by the valuation methodology applied in
determining their fair value. Where possible, quoted prices in active markets are used (Level 1). Where such prices are not available, the asset
or liability is classified as Level 2, provided all significant inputs to the valuation model used are based on observable market data. If one or
more of the significant inputs to the valuation model is not based on observable market data, the instrument is classified as Level 3. Other
investments classified as Level 3 in the tables below comprise equity investments in unlisted entities with which the Group has entered into
research collaborations and also investments in emerging life science companies. Other non-current liabilities classified as level 3 comprise
contingent consideration for business acquisitions.
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
At 31 December 2013
Financial assets at fair value
Available–for–sale financial assets:
Liquid investments
Other investments
Financial assets at fair value through profit or loss:
Other non-current assets
Derivatives designated as at fair value through profit or loss
Derivatives classified as held for trading under IAS 39
Financial liabilities at fair value
Financial liabilities at fair value through profit or loss:
Trade and other payables
Other non-current liabilities
Derivatives designated as at fair value through profit or loss
Derivatives classified as held for trading under IAS 39
At 31 December 2012
Financial assets at fair value
Available–for–sale financial assets:
Liquid investments
Other investments
Financial assets at fair value through profit or loss:
Other non-current assets
Derivatives designated as at fair value through profit or loss
Derivatives classified as held for trading under IAS 39
Financial liabilities at fair value
Financial liabilities at fair value through profit or loss:
Other non-current liabilities
Derivatives designated as at fair value through profit or loss
Derivatives classified as held for trading under IAS 39
65
1,000
–
–
–
1,065
–
–
–
–
–
1
–
232
76
79
388
–
–
(5)
(124)
(129)
–
202
2
–
1
205
(3)
(958)
–
(1)
(962)
Level 1
£m
Level 2
£m
Level 3
£m
74
589
–
–
–
663
–
–
–
–
7
–
194
80
22
303
–
(8)
(55)
(63)
–
198
–
–
1
199
(709)
–
(2)
(711)
2013
£m
(512)
(262)
2
(1)
–
45
(10)
(17)
(2)
(757)
66
1,202
234
76
80
1,658
(3)
(958)
(5)
(125)
(1,091)
Total
£m
81
787
194
80
23
1,165
(709)
(8)
(57)
(774)
2012
£m
205
(32)
4
(696)
(23)
44
(7)
–
(7)
(512)
Movements in the year for financial instruments measured using Level 3 valuation methods are presented below:
At 1 January
Net losses recognised in the income statement
Net gains recognised in other comprehensive income
Contingent consideration liabilities for businesses acquired during the year
Equity investment converted into subsidiary on acquisition of business
Equity investment additions
Equity investment disposals
Transfers from Level 3
Exchange
At 31 December
Net losses of £251 million (2012 – £24 million) attributable to Level 3 financial instruments held at the end of the year were reported in Other
operating income, of which £251 million (2012 – £13 million) arose from remeasurement of contingent consideration liabilities, principally the
contingent consideration payable for the acquisition of the former Shionogi-ViiV Healthcare joint venture. Net gains of £1 million (2012 – £nil)
were reported in Selling, general and administration. Net gains of £nil (2012 – £3 million) attributable to Level 3 equity investments held at the
end of the year were reported in Other comprehensive income as Fair value movements on available-for-sale investments.
192 GSK Annual Report 2013
Financial statements Notes to the financial statements 41 Financial instruments and related disclosures continued
The net liability position of £757 million (2012 – £512 million) in respect of financial instruments measured using Level 3 valuation methods
at 31 December includes £923 million (2012 – £670 million) in respect of contingent consideration payable for the acquisition in 2012 of the
former Shionogi-ViiV Healthcare joint venture. This consideration is expected to be paid over several years and will vary in line with sales of
Tivicay (dolutegravir). Regulatory approval for this product was obtained in the USA and Canada during the year and in the European Union in
January 2014. The table below shows on an indicative basis the income statement and balance sheet sensitivity to reasonably possible
changes in key inputs to the valuation of this liability.
Increase/(decrease) in financial liability and loss/(gain) in Income statement from change in key inputs
10% increase in sales forecasts
10% decrease in sales forecasts
1% increase in market interest rates
1% decrease in market interest rates
2013
£m
105
(104)
(56)
62
(b) Trade and other receivables and Other non-current assets in scope of IAS 39
The following table reconciles financial instruments within Trade and other receivables and Other non-current assets which fall within the
scope of IAS 39 to the relevant balance sheet amounts. The financial assets are predominantly non-interest earning. Financial instruments
within the Other non-current assets balance include company-owned life insurance policies. Other assets include tax receivables, pension
surplus balances and prepayments, which are outside the scope of IAS 39.
Trade and other receivables
(Note 24)
Other non-current assets
(Note 22)
At fair value
through
profit or loss
£m
Loans and
receivables
£m
Financial
instruments
£m
Other
£m
Total
£m
At fair value
through
profit or loss
£m
Loans and
receivables
£m
Financial
instruments
£m
Other
£m
Total
£m
2013
2012
–
4,664
4,664
778
5,442
–
4,577
4,577
665
5,242
234
234
268
4,932
502
387
889
5,166
1,165
6,331
194
194
330
4,907
524
5,101
158
823
682
5,924
The following table shows the age of such financial assets which are past due and for which no provision for bad or doubtful debts has been
made:
Past due by 1–30 days
Past due by 31–90 days
Past due by 91–180 days
Past due by 181–365 days
Past due by more than 365 days
2013
£m
142
152
89
64
79
526
2012
£m
118
129
100
71
41
459
Amounts past due by greater than 90 days and for which no provision for bad or doubtful debts has been made total £232 million (2012 –
£212 million). Of this balance £133 million (2012 – £99 million) relates to receivables due from state hospital authorities in Greece, Ireland,
Italy, Portugal and Spain. The total receivables due from state hospital authorities in these countries (current and past due, net of provisions) is
£262 million (2012 – £257 million).
(c) Trade and other payables, Other provisions and Other non-current liabilities in scope of IAS 39
The following table reconciles financial instruments within Trade and other payables, Other provisions and Other non-current liabilities which
fall within the scope of IAS 39 to the relevant balance sheet amounts. The financial liabilities are predominantly non-interest bearing. Accrued
wages and salaries are included within financial liabilities. Other liabilities include payments on account, tax and social security payables and
provisions which do not arise from contractual obligations to deliver cash or another financial asset, which are outside the scope of IAS 39.
Trade and other payables
(Note 27)
Other provisions
(Note 29)
Other non-current liabilities
(Note 30)
At fair value
through
profit or loss
£m
Other
liabilities
£m
Financial
instruments
£m
Other
£m
Total
£m
At fair value
through
profit or loss
£m
Other
liabilities
£m
Financial
instruments
£m
Other
£m
Total
£m
2013
2012
(3
)
–
(7,798
)
(7,801
)
(516
)
(8,317
)
(148
)
(148
)
(1,396
)
(1,544
)
–
–
(7,485
)
(7,485
)
(569
)
(8,054
)
(157
)
(157
)
(1,235
)
(1,392
)
(958
)
(961)
(43
)
(7,989)
(1,001
)
(8,950)
)
(703
(1,704
)
(2,615) (11,565)
(709
)
(709)
(88
)
(7,730)
(797
)
(8,439)
(635
)
(2,439)
(1,432
)
(10,878)
GSK Annual Report 2013 193
41 Financial instruments and related disclosures continued
(d) Derivative financial instruments and hedging programmes
The following table sets out the fair values of derivatives held by GSK.
Fair value hedges – Interest rate swaps
(principal amount – £904 million (2012 – £920 million))
Net investment hedges – Foreign exchange contracts
(principal amount – £7,221 million (2012 – £7,529 million))
Cash flow hedges – Foreign exchange contracts
(principal amount – £92 million (2012 – £242 million))
Derivatives designated as at fair value through profit or loss
Foreign exchange contracts
(principal amount – £11,651 million (2012 – £10,270 million))
Embedded and other derivatives
Derivatives classified as held for trading under IAS 39
Total derivative instruments
Analysed as:
Current
Non-current
Total
2013
Fair value
Liabilities
£m
Assets
£m
2012
Fair value
Liabilities
£m
Assets
£m
18
58
–
76
74
6
80
156
155
1
156
–
(1)
(4)
(5)
(120)
(5)
(125)
(130)
(127)
(3)
(130)
54
25
1
80
18
5
23
103
49
54
103
–
(8)
–
(8)
(53)
(4)
(57)
(65)
(63)
(2)
(65)
Foreign exchange contracts classified as held for trading under IAS 39
The principal amount on foreign exchange contracts is the absolute total of outstanding positions at the balance sheet date. The Group’s
foreign exchange contracts are for periods of 12 months or less. At 31 December 2013, the Group held outstanding foreign exchange
contracts consisting primarily of foreign currency swaps with a net liability fair value of £46 million (£74 million asset less £120 million liability).
At December 2012 the fair value was £35 million net liability (£18 million asset less £53 million liability). The £11 million net liability fair value
increase from 2012 is due to additional hedging of inter-company loans and deposits, external debt and legal provisions that are not
designated as accounting hedges. Fair value movements are taken to the income statement in the period to offset the exchange gains and
losses on the related inter-company lending and borrowing, external debt and legal provisions.
Fair value hedges
The Group has designated a series of interest rate swaps as a fair value hedge. The risk being hedged is the variability of the fair value of the
bond arising from interest rate fluctuations. Gains and losses on fair value hedges are disclosed in Note 12, ‘Finance expense’.
The carrying value of bonds in a designated hedging relationship on page 191 includes £919 million (2012 - £970 million) that is designated
a hedged item in a fair value hedge relationship.
Net investment hedges
During the year, certain foreign exchange contracts were designated as net investment hedges in respect of the foreign currency translation
risk arising on consolidation of the Group’s net investment in its European (Euro) and Japanese (Yen) foreign operations as shown in the table
above.
The carrying value of bonds in a designated hedging relationship on page 191 includes £2,369 million (2012 - £2,309 million) that is
designated a hedging instrument in a net investment hedge relationship.
Cash flow hedges
During 2013, the Group entered into forward foreign exchange contracts which it designated as cash flow hedges of its foreign exchange
exposure arising on Euro and US dollar denominated coupon payments relating to the Group’s European and US medium term notes.
At 31 December 2012, the Group designated a cash flow hedge of a foreign exchange exposure arising on the recognition of a liability
denominated in Indian Rupee in the Group’s consolidated financial statements.
In addition, the Group carries a balance in reserves that arose from pre-hedging fluctuations in long-term interest rates when pricing bonds
issued during the year as disclosed in Note 32. The balance is reclassified to finance costs over the life of these bonds.
194 GSK Annual Report 2013
Financial statements Notes to the financial statements 41 Financial instruments and related disclosures continued
(e) Offsetting of financial assets and liabilities
The following tables set out the financial assets and financial liabilities which are subject to offsetting, enforceable master netting
arrangements and similar agreements. Amounts which are set off against financial assets and liabilities in the Group’s balance sheet are set
out below. For Trade and other receivables, Trade and other payables, Derivative financial assets and Derivative financial liabilities, amounts
not offset in the balance sheet but which could be offset under certain circumstances are also set out.
At 31 December 2013
Trade and other receivables
Derivative financial assets
Cash and cash equivalents
Trade and other payables
Derivative financial liabilities
Bank loans and overdrafts
At 31 December 2012
Trade and other receivables
Derivative financial assets
Cash and cash equivalents
Trade and other payables
Derivative financial liabilites
Bank loans and overdrafts
Gross
financial
assets/
(liabilities)
£m
4,698
156
6,039
10,893
(7,835)
(130)
(857)
(8,822)
Gross
financial
assets/
(liabilities)
£m
4,586
103
4,712
9,401
(7,494)
(65)
(851)
(8,410)
Gross
financial
(liabilities)/
assets
set off
£m
(34)
–
Net financial
assets/
(liabilities)
per balance
sheet
£m
4,664
156
Related
amounts not
set off in the
balance sheet
£m
(25)
(96)
Net
£m
4,639
60
(505)
(539)
34
–
505
539
5,534
10,354
(7,801)
(130)
(352)
(8,283)
25
96
(7,776)
(34)
Gross
financial
(liabilities)/
assets
set off
£m
(9)
–
Net financial
assets/
(liabilities)
per balance
sheet
£m
4,577
103
Related
amounts not
set off in the
balance sheet
£m
(23)
(29)
Net
£m
4,554
74
(528)
(537)
9
–
528
537
4,184
8,864
(7,485)
(65)
(323)
(7,873)
23
29
(7,462)
(36)
The gross financial assets and liabilities set off in the balance sheet primarily relate to cash pooling arrangements with banks. Amounts
which do not meet the criteria for offsetting on the balance sheet but could be settled net in certain circumstances principally relate to
derivative transactions under ISDA (International Swaps and Derivatives Association) agreements where each party has the option to settle
amounts on a net basis in the event of default of the other party.
GSK Annual Report 2013 195
41 Financial instruments and related disclosures continued
(f) Debt interest rate repricing table
The following table sets out the exposure of the Group to interest rates on debt, including commercial paper, before and after the effect of
interest rate swaps. The maturity analysis of fixed rate debt is stated by contractual maturity and of floating rate debt by interest rate repricing
dates. For the purpose of this table, debt is defined as all classes of borrowings other than obligations under finance leases.
Floating and fixed rate debt less than one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
Between five and ten years
Greater than ten years
Total
Original issuance profile:
Fixed rate interest
Floating rate interest
Total interest bearing
Non-interest bearing
Effect of
interest
rate swaps
£m
–
–
–
–
–
–
–
–
919
(919)
–
–
–
Debt
£m
(2,762)
(1,932)
(751)
(2,237)
(1,653)
(1,936)
(6,894)
(18,165)
(16,432)
(1,732)
(18,164)
(1)
(18,165)
2013
Total
£m
(2,762)
(1,932)
(751)
(2,237)
(1,653)
(1,936)
(6,894)
(18,165)
(15,513)
(2,651)
(18,164)
(1)
(18,165)
Effect of
interest
rate swaps
£m
(970)
970
–
–
–
–
–
–
970
(970)
–
–
–
Debt
£m
(3,604)
(970)
(1,907)
–
(2,232)
(2,897)
(6,616)
(18,226)
(16,155)
(2,064)
(18,219)
(7)
(18,226)
2012
Total
£m
(4,574)
–
(1,907)
–
(2,232)
(2,897)
(6,616)
(18,226)
(15,185)
(3,034)
(18,219)
(7)
(18,226)
The Group holds interest rate swaps, designated as fair value hedges, to convert £919 million of fixed rate debt with a maturity of less than
one year (2012 – £970 million with a maturity between one and two years) into a floating rate exposure.
(g) Sensitivity analysis
Foreign exchange and interest rate sensitivity analysis has been prepared on the assumption that the amount of net debt, the ratio of fixed to
floating interest rates of the debt and derivatives portfolio and the proportion of financial instruments in foreign currencies are all constant and
on the basis of the hedge designations as at 31 December. Financial instruments affected by market risk include cash and cash equivalents,
borrowings, trade receivables and payables and derivative financial instruments.
The following analyses are intended to illustrate the sensitivity of such financial instruments to changes in foreign exchange and interest rates.
Foreign exchange sensitivity
The table below shows on an indicative basis only the Group’s sensitivity to foreign exchange rates on its US dollar, Euro and Yen financial
instruments.
These three currencies are the major foreign currencies in which GSK’s financial instruments are denominated. GSK has considered
movements in these currencies and has concluded that a 10 cent or 10 yen movement in rates against Sterling is reasonable.
In this analysis, financial instruments are only considered sensitive to foreign exchange rates where they are not in the functional currency of
the entity that holds them. Obligations under finance leases, inter-company loans that are fully hedged to maturity and certain non-derivative
financial instruments not in net debt are excluded as they do not present a material exposure. Foreign exchange sensitivity on Group assets
and liabilities other than financial instruments is not included in the calculation.
The movement in the income statement in the table below relates primarily to cash and cash equivalents, inter-company loans and deposits,
inter-company trading balances, hedging instruments for legal provisions and trade receivables and payables which are not denominated in
the functional currency of the entity that holds them. Whilst the hedging instruments provide economic hedges, the related remeasurement
of provisions is not included in the calculation.
Income statement impact of non-functional currency foreign exchange exposures
10 cent appreciation of the US dollar (2012: 10 cent)
10 cent appreciation of the Euro (2012: 10 cent)
10 yen appreciation of the Yen (2012: 10 yen)
2013
Increase in
income
£m
40
8
1
2012
Increase in
income
£m
41
29
–
An equivalent depreciation in the above currencies would cause the following decrease in income £35 million, £6 million and £1 million for
US dollar, Euro and Yen exchange rates respectively (2012 – £36 million, £25 million and £nil).
196 GSK Annual Report 2013
Financial statements Notes to the financial statements
41 Financial instruments and related disclosures continued
The movements in equity in the table below relate to hedging instruments (foreign exchange derivatives and external debt) designated as a net
investment hedge to hedge the Group assets denominated in Euro and Yen.
Equity impact of non-functional currency foreign exchange exposures
10 cent appreciation of the US dollar (2012: 10 cent)
10 cent appreciation of the Euro (2012: 10 cent)
10 yen appreciation of the Yen (2012: 10 yen)
2013
(Decrease) in
equity
£m
–
(840)
(21)
2012
(Decrease) in
equity
£m
–
(814)
(49)
An equivalent depreciation in the above currencies would cause the following increase in equity: £nil, £711 million and £19 million for US
dollar, Euro and Yen exchange rates respectively (2012 – £nil, £691 million and £42 million).
The table below presents the Group’s sensitivity to foreign exchange rates based on the composition of net debt as shown in Note 32
adjusting for the effects of foreign exchange derivatives that are not part of net debt but affect future foreign currency cash flows.
Impact of foreign exchange movements on net debt
10 cent appreciation of the US dollar (2012: 10 cent)
10 cent appreciation of the Euro (2012: 10 cent)
10 yen appreciation of the Yen (2012: 10 yen)
2013
(Increase)/
decrease in
net debt
£m
(447)
289
10
2012
(Increase)/
decrease in
net debt
£m
(460)
248
15
An equivalent depreciation in the above currencies would have the following impact on net debt: £396 million, £(244) million and £(9) million
for US dollar, Euro and Yen exchange rates respectively (2012 – £407 million, £(211) million and £(13) million).
Interest rate sensitivity
The table below shows on an indicative basis only the Group’s sensitivity to interest rates on its floating rate Sterling, US dollar and Euro
financial instruments, being issued debt, bank borrowings, cash and cash equivalents and liquid investments. GSK has considered movements
in these interest rates over the last three years and has concluded that a 1% (100 basis points) increase is a reasonable benchmark. Debt
and bank borrowings with a maturity of less than one year is floating rate for this calculation. Interest rate movements on derivative financial
instruments designated as fair value hedges are deemed to have an immaterial effect on the Group Income Statement due to compensating
amounts in the carrying value of debt. A 1% (100 basis points) movement in interest rates is not deemed to have a material effect on equity.
Income statement impact of interest rate movements
1% (100 basis points) increase in Sterling interest rates (2012: 1%)
1% (100 basis points) increase in US dollar interest rates (2012: 1%)
1% (100 basis points) increase in Euro interest rates (2012: 1%)
2013
Increase/
(decrease) in
income
£m
13
16
(8)
2012
Increase/
(decrease) in
income
£m
5
–
(12)
The increase in interest income is due to higher levels of indicative cash at the balance sheet date. These interest rates could not be decreased by
1% (100 basis points) as they are currently less than 1.0%. The maximum increase/(decrease) in income would therefore be limited to £(5) million,
£nil and £2 million for Sterling, US dollar and Euro interest rates respectively (2012 – £(2) million, £nil and £nil).
(h) Contractual cash flows for non-derivative financial liabilities and derivative instruments
The following tables provides an analysis of the anticipated contractual cash flows including interest payable for the Group’s non-derivative
financial liabilities on an undiscounted basis. The impact of interest rate swaps has been excluded. For the purpose of this table, debt is defined
as all classes of borrowings except for obligations under finance leases. Interest is calculated based on debt held at 31 December without taking
account of future issuance. Floating rate interest is estimated using the prevailing interest rate at the balance sheet date. Cash flows in foreign
currencies are translated using spot rates at 31 December. Contractual cash flows in respect of operating lease vacant space provisions are
excluded from the table below as they are included in the Commitments under non-cancellable operating leases table in Note 40, ‘Commitments’.
At 31 December 2013
Due in less than one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
Between five and ten years
Greater than ten years
Gross contractual cash flows
Interest on
debt
£m
(674)
(650)
(594)
(582)
(467)
(2,032)
(5,064)
(10,063)
Obligations
under finance
leases
£m
(27)
(22)
(14)
(8)
(4)
(5)
–
(80)
Finance charge
on obligations
under finance
leases
£m
(2)
(2)
(2)
(1)
–
–
–
(7)
Trade payables
and other
liabilities not
in net debt
£m
(7,797)
(108)
(85)
(116)
(149)
(1,282)
(1,440)
(10,977)
Debt
£m
(2,747)
(1,936)
(753)
(2,246)
(1,657)
(1,958)
(6,984)
(18,281)
Total
£m
(11,247)
(2,718)
(1,448)
(2,953)
(2,277)
(5,277)
(13,488)
(39,408)
GSK Annual Report 2013 197
41 Financial instruments and related disclosures continued
Contractual cash flows for non-derivative financial liabilities and derivative instruments
At 31 December 2012
Due in less than one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
Between five and ten years
Greater than ten years
Gross contractual cash flows
Interest on
debt
£m
(690)
(633)
(610)
(558)
(549)
(1,967)
(5,200)
(10,207)
Obligations
under finance
leases
£m
(27)
(19)
(15)
(8)
(2)
(5)
–
(76)
Finance charge
on obligations
under finance
leases
£m
(3)
(2)
(2)
(1)
–
(1)
–
(9)
Trade payables
and other
liabilities not
in net debt
£m
(7,485)
(129)
(10)
(34)
(60)
(583)
(853)
(9,154)
Debt
£m
(3,607)
(920)
(1,914)
–
(2,243)
(2,914)
(6,704)
(18,302)
Total
£m
(11,812)
(1,703)
(2,551)
(601)
(2,854)
(5,470)
(12,757)
(37,748)
The increase in contractual cash flows for non-derivative financial liabilities of £1.7 billion over the year results principally from an increase
of £1.6 billion in forecast future cash flows in respect of contingent consideration payable for the acquisition of the former Shionogi-ViiV
Healthcare joint venture in 2012.
The table below provides an analysis of the anticipated contractual cash flows for the Group’s derivative instruments, excluding embedded
derivatives and equity options which are not material, using undiscounted cash flows. Cash flows in foreign currencies are translated using
spot rates at 31 December. The gross cash flows of foreign exchange contracts are presented for the purposes of this table, though,
in practice, the Group uses standard settlement arrangements to reduce its liquidity requirements on these instruments.
The amounts receivable and payable in less than one year have increased compared to 31 December 2012 due to higher levels of hedging
of inter-company loans and external debt. This is reflected in the increased principal amounts shown in the table below.
Due in less than one year
Between one and two years
Gross contractual cash flows
42 Employee share schemes
Receivables
£m
18,890
–
18,890
2013
Payables
£m
(18,871)
–
(18,871)
Receivables
£m
17,822
20
17,842
2012
Payables
£m
(18,047)
(2)
(18,049)
The Group operates share option schemes, whereby options are granted to employees to acquire shares or ADS in GlaxoSmithKline plc at
the grant price, savings-related share option schemes and share award schemes. In addition, GSK operates the Performance Share Plan,
whereby awards are granted to employees to acquire shares or ADS in GlaxoSmithKline plc at no cost, subject to the achievement by the
Group of specified performance targets and the Share Value Plan, whereby awards are granted to employees to acquire shares or ADS in
GlaxoSmithKline plc at no cost after a three year vesting period. The granting of restricted share awards has replaced the granting of options
to employees as the cost of the scheme more readily equates to the potential gain to be made by the employee.
Grants under share option schemes are normally exercisable between three and ten years from the date of grant. Grants of restricted shares
and share awards are normally exercisable at the end of the three year vesting/performance period. Grants under savings-related share option
schemes are normally exercisable after three years’ saving. Grants under share option schemes and awards under the Performance Share
Plan are normally granted to employees to acquire shares or ADS in GSK plc but in some circumstances will be settled in cash. Options
under the share option schemes were granted at the market price ruling at the date of grant. In accordance with UK practice, the majority of
options under the savings-related share option schemes are granted at a price 20% below the market price ruling at the date of grant. Share
options awarded to the Directors and the CET are subject to performance criteria.
Option pricing
For the purposes of valuing options and awards to arrive at the share based payment charge, the Black-Scholes option pricing model has
been used. The assumptions used in the model for 2011, 2012 and 2013 are as follows:
Risk-free interest rate
Dividend yield*
Volatility
Expected lives of savings-related share options and share award schemes
Weighted average share price for grants in the year:
Shares
ADS
* 0% for those plans where dividends are reinvested.
198 GSK Annual Report 2013
2013
0.7%
5.3%
20%
3-4 years
£16.14
$50.49
2012
0.1% – 0.5%
5.2%
18% – 23%
3-4 years
£14.35
$45.57
2011
0.5% – 1.9%
5.8%
24% – 28%
3-4 years
£11.90
$39.10
Financial statements Notes to the financial statements
42 Employee share schemes continued
Volatility is determined based on the three and five year share price history where appropriate. The fair value of performance share plan grants
take into account market conditions. Expected lives of options were determined based on weighted average historic exercises of options.
Options outstanding
Share option
schemes – shares
Share option
schemes – ADS
Savings-related
share option schemes
At 1 January 2011
Options granted
Options exercised
Options lapsed
At 31 December 2011
Options granted
Options exercised
Options lapsed
At 31 December 2012
Options granted
Options exercised
Options lapsed
At 31 December 2013
Range of exercise prices on
options outstanding at year end
Weighted average market
price on exercise
Weighted average remaining
contractual life
Options outstanding
at 31 December 2013
Year of grant
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Total
Weighted
fair
value
–
–
Weighted
fair
value
–
–
–
Number
000
110,100
–
(14,618)
(35,112)
60,370
–
(12,473)
(5,168)
42,729
–
(20,355)
(2,112)
20,262
Weighted
exercise
price
£14.02
–
£11.97
£17.27
£12.62
–
£11.97
£13.28
£12.72
–
£12.78
£12.63
£12.68
Number
000
72,111
–
(3,883)
(23,338)
44,890
–
(9,698)
(4,593)
30,599
–
(12,099)
(1,192)
17,308
Weighted
exercise
price
$45.73
–
$38.61
$51.21
$43.50
–
$39.33
$45.99
$44.36
–
$41.62
$42.94
$46.37
Number
000
5,955
–
(4,068)
(317)
1,570
4,210
(1,230)
(89)
4,461
1,092
(241)
(210)
5,102
Weighted
fair
value
–
£1.76
£2.33
Weighted
exercise
price
£9.59
–
£9.55
£9.70
£9.68
£11.59
£9.67
£9.82
£11.48
£12.47
£9.79
£11.34
£11.78
£10.76 – £14.93
$33.42 – $58.00
£11.59 – £12.47
£15.93
4.2 years
$49.88
3.6 years
£15.40
2.5 years
Share option
schemes – shares
Weighted
exercise
price
Latest
exercise
date
£11.22 01.12.14
£13.09 01.11.15
28.07.16
£14.69
25.07.17
£14.80
22.07.18
£11.49
22.07.19
£11.76
21.07.20
£12.03
–
–
–
–
–
–
£12.68
Number
000
1,545
57
2,854
3,344
2,829
3,862
5,771
–
–
–
20,262
Share option
schemes – ADS
Weighted
exercise
price
Latest
exercise
date
$43.42 01.12.14
$47.29 31.10.15
28.07.16
$51.33
25.07.17
$57.52
22.07.18
$45.04
21.07.19
$33.72
21.07.20
$37.28
–
–
–
–
–
–
$46.37
Number
000
1,919
195
3,410
4,055
2,641
1,930
3,158
–
–
–
17,308
Savings-related
share option schemes
Weighted
exercise
price
–
–
–
–
–
–
–
–
Latest
exercise
date
–
–
–
–
–
–
–
–
£11.59 01.05.16
£12.47 01.05.17
£11.78
Number
000
–
–
–
–
–
–
–
–
4,012
1,090
5,102
Options normally become exercisable from three years from the date of grant but may, under certain circumstances, vest earlier as set out
within the various scheme rules.
There has been no change in the effective exercise price of any outstanding options during the year.
Options exercisable
At 31 December 2011
At 31 December 2012
At 31 December 2013
Share option
schemes - shares
Number
000
42,432
Weighted
exercise
price
£12.92
33,930
£12.90
20,262
£12.68
Share option
schemes - ADS
Number
000
33,143
Weighted
exercise
price
$46.33
24,706
$46.10
17,308
$46.37
Savings-related
share option schemes
Number
000
–
Weighted
exercise
price
–
261
£9.72
–
–
GSK Annual Report 2013 199
42 Employee share schemes continued
GlaxoSmithKline share award schemes
Performance Share Plan
The Group operates a Performance Share Plan whereby awards are granted to Directors and senior executives at no cost. The percentage of each
award that vests is based upon the performance of the Group over a defined measurement period with dividends reinvested during the same period.
For awards granted from 2011 onwards to Directors and members of the CET, the performance conditions are based on four equally weighted
measures over a three year performance period. The first measure is based on the achievement of adjusted free cash flow targets. The second
measure is based on relative TSR performance against a comparator group. The remaining two measures are based on business-specific
performance measures on business diversification and R&D new product performance. For details on the calculation of these measures,
see the Remuneration Report on pages 96 to 126.
For awards granted in 2009 and 2010 to Directors and members of the CET, 40% of the award is based on the achievement of adjusted
free cash flow targets over a three year measurement period. The remaining 60% of the award is based on relative TSR performance against
a comparator group. Half of the TSR element of each award is measured over three years and half over four years.
For those awards made to all other eligible employees the performance conditions consist of two parts, each of which applies to 50% of
the award. The first part of the performance condition compares GSK’s EPS growth to the increase in the UK Retail Prices Index over the
three year measurement period. The second part of the performance condition is based on strategic or operational business measures,
over a three year measurement period, specific to the employee’s business area.
The fair value of the awards is determined based on the closing share price on the day of grant. For TSR performance elements, this is
adjusted by the likelihood of that condition being met, as assessed at the time of grant.
Number of shares and ADS issuable
At 1 January 2011
Awards granted
Awards exercised
Awards cancelled
At 31 December 2011
Awards granted
Awards exercised
Awards cancelled
At 31 December 2012
Awards granted
Awards exercised
Awards cancelled
At 31 December 2013
Shares
Number (000)
8,893
4,712
(660)
(2,404)
10,541
4,797
(1,388)
(1,794)
12,156
5,205
(1,022)
(2,977)
13,362
Weighted
fair value
£9.66
£11.43
£13.36
ADS
Number (000)
3,613
1,740
(315)
(1,112)
3,926
1,645
(485)
(710)
4,376
1,603
(453)
(1,041)
4,485
Weighted
fair value
$31.65
$37.63
$42.41
During the year 722,000 shares and 251,000 ADS were awarded through dividends reinvested. These are included above.
Share Value Plan
The Group operates a Share Value Plan whereby awards are granted, in the form of shares, to certain employees at no cost. The awards vest
after three years and there are no performance criteria attached. The fair value of these awards is determined based on the closing share
price on the day of grant, after deducting the expected future dividend yield over the duration of the award.
Number of shares and ADS issuable
At 1 January 2011
Awards granted
Awards exercised
Awards cancelled
At 31 December 2011
Awards granted
Awards exercised
Awards cancelled
At 31 December 2012
Awards granted
Awards exercised
Awards cancelled
At 31 December 2013
200 GSK Annual Report 2013
Shares
Number (000)
14,252
10,923
(4,677)
(1,040)
19,458
11,411
(4,650)
(901)
25,318
12,011
(5,324)
(938)
31,067
Weighted
fair value
£9.78
£11.96
£14.76
ADS
Number (000)
10,978
7,481
(3,698)
(680)
14,081
7,595
(3,410)
(478)
17,788
7,681
(4,009)
(622)
20,838
Weighted
fair value
$32.02
$38.51
$46.04
Financial statements Notes to the financial statements 42 Employee share schemes continued
Employee Share Ownership Plan Trusts
The Group sponsors Employee Share Ownership Plan (ESOP) Trusts to acquire and hold shares in GlaxoSmithKline plc to satisfy awards
made under employee incentive plans and options granted under employee share option schemes. The trustees of the ESOP Trusts purchase
shares on the open market with finance provided by the Group by way of loans or contributions. Costs of running the ESOP Trusts are charged
to the income statement. Shares held by the ESOP Trusts are deducted from other reserves and held at the value of proceeds receivable from
employees on exercise. If there is deemed to be a permanent diminution in value this is reflected by a transfer to retained earnings. The Trusts
also acquire and hold shares to meet notional dividends re-invested on deferred awards under the SmithKline Beecham Mid-Term Incentive
Plan. The trustees have waived their rights to dividends on the shares held by the ESOP Trusts.
Shares held for share award schemes
Number of shares (000)
Nominal value
Carrying value
Market value
Shares held for share option schemes
Number of shares (000)
Nominal value
Carrying value
Market value
2013
2012
63,613
75,066
£m
16
354
1,024
2013
139
£m
–
1
1
£m
19
390
1,002
2012
139
£m
–
1
2
GSK Annual Report 2013 201
43 Principal Group companies
The following represent the principal subsidiaries and associates of the GlaxoSmithKline Group at 31 December 2013. Details are given of
the principal country of operation, the location of the headquarters, the business sector and the business activities. The equity share capital of
these entities is wholly owned by the Group except where its percentage interest is shown otherwise. All companies are incorporated in their
principal country of operation except where stated.
Europe
England
Austria
Belgium
Czech Republic
France
Germany
Greece
Italy
Netherlands
Poland
Republic of
Ireland
Romania
Russian
Federation
Spain
Switzerland
USA
USA
Location
Subsidiary
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Brentford
Vienna
Wavre
Rixensart
Prague
Marly le Roi
Marly le Roi
Marly le Roi
Marly le Roi
Marly le Roi
St. Amand Les Eaux
Buehl
Munich
Athens
Verona
Milan
Zeist
Poznan
Poznan
Carrigaline
Dublin
Dublin
Dungarvan
Dungarvan
Sligo
Brasov
Bucharest
Moscow
GlaxoSmithKline Holdings Limited *
GlaxoSmithKline Services Unlimited *
GlaxoSmithKline Mercury Limited *
GlaxoSmithKline Finance plc
GlaxoSmithKline Capital plc
SmithKline Beecham Limited
Wellcome Limited
Glaxo Group Limited
Glaxo Operations UK Limited
GlaxoSmithKline Export Limited
GlaxoSmithKline Research & Development Limited
GlaxoSmithKline UK Limited
Setfirst Limited
GlaxoSmithKline Trading Services Limited (i) (iv)
ViiV Healthcare Limited
ViiV Healthcare UK Limited
GlaxoSmithKline Pharma GmbH
GlaxoSmithKline Pharmaceuticals S.A.
GlaxoSmithKline Biologicals S.A.
GlaxoSmithKline s.r.o.
Groupe GlaxoSmithKline S.A.S.
Laboratoire GlaxoSmithKline S.A.S.
Glaxo Wellcome Production S.A.S.
GlaxoSmithKline Sante Grand Public S.A.S.
ViiV Healthcare S.A.S.
GlaxoSmithKline Biologicals S.A.S.
GlaxoSmithKline Consumer Healthcare GmbH & Co. KG
GlaxoSmithKline GmbH & Co. KG
GlaxoSmithKline A.E.B.E
GlaxoSmithKline S.p.A.
GlaxoSmithKline Consumer Healthcare S.p.A.
GlaxoSmithKline B.V.
GlaxoSmithKline Pharmaceuticals S.A.
GSK Services Sp.z o.o.
SmithKline Beecham (Cork) Limited (i)
GlaxoSmithKline Consumer Healthcare (Ireland) Limited (i)
GlaxoSmithKline (Ireland) Limited (i)
Stafford Miller (Ireland) Limited (i)
GlaxoSmithKline Dungarvan Limited (i)
Stiefel Laboratories (Ireland) Limited (i)
Europharm Holding S.A.
GlaxoSmithKline (GSK) S.R.L.
GlaxoSmithKline Trading ZAO
Madrid
Muenchenbuchsee
GlaxoSmithKline S.A.
GlaxoSmithKline AG
Research Triangle Park Stiefel Laboratories, Inc.
Marietta
Philadelphia
Pittsburgh
Pittsburgh
Wilmington
Wilmington
Research Triangle Park ViiV Healthcare Company
Rockville
Corixa Corporation
GlaxoSmithKline LLC
GlaxoSmithKline Consumer Healthcare, L.P.
Block Drug Company, Inc.
GlaxoSmithKline Holdings (Americas) Inc.
GlaxoSmithKline Capital Inc.
Human Genome Sciences, Inc.
202 GSK Annual Report 2013
Sector
Ph,CH
Ph,CH
Ph
Ph,CH
Ph,CH
Ph,CH
Ph,CH
Ph
Ph
Ph
Ph
Ph
Ph,CH
Ph
Ph
Ph
Ph
Ph
Ph
Ph,CH
Ph
Ph
Ph
CH
Ph
Ph
CH
Ph
Ph,CH
Ph
CH
Ph
Ph
Ph
Ph
CH
Ph
CH
CH
Ph
Ph,CH
Ph
Ph
Ph
Ph
Ph
Ph
Ph,CH
CH
CH
Ph,CH
Ph,CH
Ph
Ph
Activity
%
h
s
h
f
f
d e h m p r
h
h
p
e
d r
m p
h
e
h
m s
m
m
d e m p r
m
h
m r d
p
m
m
p
h m s
d h m s
m
d m
m
m
p
m s
d p r
m
m
p
p
p
s
d m s
e m
m
m
m p
p r
d e m p r s
m p
m
h
f
m
p r
77
77
77
88
77
Financial statements Notes to the financial statements Americas
Canada
Mexico
Asia Pacific
Australia
China
India
Malaysia
Pakistan
Philippines
Singapore
South Korea
Thailand
Japan
Japan
Latin America
Argentina
Brazil
Colombia
Venezuela
43 Principal Group companies continued
Location
Mississauga
Mississauga
Laval
Mexico City
Boronia
Beijing
Hong Kong
Tianjin
Mumbai
Gurgaon
Selangor
Karachi
Makati
Singapore
Singapore
Seoul
Bangkok
Subsidiary
GlaxoSmithKline Inc.
GlaxoSmithKline Consumer Healthcare Inc.
ID Biomedical Corporation of Quebec
GlaxoSmithKline Mexico S.A. de C.V.
GlaxoSmithKline Australia Pty Ltd
GlaxoSmithKline (China) Investment Co. Ltd
GlaxoSmithKline Limited
Sino-American Tianjin Smith Kline & French Laboratories Ltd
GlaxoSmithKline Pharmaceuticals Limited
GlaxoSmithKline Consumer Healthcare Limited
GlaxoSmithKline Consumer Healthcare Sdn Bhd
GlaxoSmithKline Pakistan Limited
GlaxoSmithKline Philippines Inc
Glaxo Wellcome Manufacturing Pte Ltd
GlaxoSmithKline Pte Ltd
GlaxoSmithKline Korea Limited
GlaxoSmithKline (Thailand) Limited
Sector
Ph
CH
Ph
Ph,CH
Ph,CH
Ph,CH
Ph,CH
CH
Ph
CH
CH
Ph,CH
Ph,CH
Ph
Ph,CH
Ph ,CH
Ph,CH
Activity
%
m p
m
d e p r
e m p s
55
51
72
83
d e m p r
d h m r s
m
e m p
m p
d e m p r s
m
e m p r
d e m
d e p r s
d e m s
m r
m
Tokyo
GlaxoSmithKline K.K.
Ph,CH
d m p
Buenos Aires
Rio de Janeiro
Bogota
Caracas
GlaxoSmithKline Argentina S.A.
GlaxoSmithKline Brasil Limitada
GlaxoSmithKline Colombia S.A.
GlaxoSmithKline Venezuela, C.A.
Middle East & Africa
Egypt
Nigeria
South Africa
Turkey
Cairo
Lagos
Johannesburg
Istanbul
GlaxoSmithKline S.A.E
GlaxoSmithKline Consumer Nigeria plc (ii)
GlaxoSmithKline South Africa (Pty) Limited
GlaxoSmithKline Ilaclari Sanayi ve Ticaret A.S.
Ph,CH
Ph,CH
Ph,CH
Ph,CH
Ph,CH
Ph,CH
Ph,CH
Ph,CH
e m p r
d e m p
m
m
91
46
e m p
e m p
d e m p
e m p
Middle East & Africa Location
South Africa
Johannesburg
Associate
Aspen Pharmacare Holdings Limited (iii)
Sector
Ph,CH
Activity
m p r
%
12
(i) Exempt from the provisions of section 7 of the Companies (Amendment) Act 1986 (Ireland).
(ii)
Consolidated as a subsidiary in accordance with section 1162 (4)(a) of the Companies Act 2006 on the grounds
of dominant influence.
(iii) Equity accounted on the grounds of significant influence.
(iv) Incorporated in Ireland.
*
Directly held wholly owned subsidiary of GlaxoSmithKline plc.
Key
Business sector: Ph Pharmaceuticals, CH Consumer Healthcare
Business activity:
d development, e exporting, f finance, h holding company, i insurance, m marketing, p production, r research,
s service
Full details of all Group subsidiaries and associates will be attached to the company’s Annual Return to be filed with the UK Registrar
of Companies. Each of GlaxoSmithKline Capital Inc. and GlaxoSmithKline Capital plc is a wholly-owned finance subsidiary of the
company, and the company has fully and unconditionally guaranteed the securities issued by each of GlaxoSmithKline Capital Inc.
and GlaxoSmithKline Capital plc.
GSK Annual Report 2013 203
On 18 October 2011, the District Court issued a ruling that construed
the claims of the patent in a manner such that Arzerra would not
infringe the patent. Genentech and Biogen Idec stipulated to a
judgment of no infringement and filed an appeal of the claim
construction issue to the United States Court of Appeals for the
Federal Circuit on 5 December 2011. The appeal was heard on
8 November 2012 and the court affirmed the District Court’s claim
construction giving effect to Genentech’ stipulation that the patent
was not infringed. Genentech filed a request for rehearing en banc
on 16 May 2013, which was denied on 15 July 2013, ending the case.
Avodart/Jalyn
On 29 November 2010, Banner Pharmacaps, Inc. (Banner) notified
the Group that it had filed an Abbreviated New Drug Application
(ANDA) to market a generic version of Avodart (dutasteride) in the
USA. Banner’s notification contained a Paragraph IV certification
alleging that two patents expiring in 2013 and one patent expiring
in 2015 (the ‘467 patent) covering the compound dutasteride were
invalid or not infringed by Banner’s proposed generic dutasteride
product. The Group subsequently received similar notices from
Anchen Pharmaceuticals (Anchen), Apotex (Apotex), Roxane
Laboratories (Roxanne), Watson Laboratories, Inc (Watson), and
Mylan Pharmaceuticals, Inc. (Mylan) each variously challenging either
the ‘467 patent or all 3 patents.
On 29 December 2010, Anchen notified the Group that it had filed
an ANDA for Jalyn with a Paragraph IV certification alleging that the
‘467 patent was invalid, unenforceable or not infringed. Jalyn, a
combination of dutasteride and tamsulosin, is covered by the same
three patents that cover Avodart. Subsequently, the Group received
similar notices from Impax Laboratories, Inc. (Impax) and Watson
challenging one or more of the patents covering Jalyn.
The Group filed suit against Anchen, Banner, Impax, Mylan, Roxanne
and Watson in the United States District Court for the District of
Delaware for infringement of the Avodart and Jalyn patents, as
applicable, and the cases were consolidated for trial. On 31 August
2012, the Group filed a separate suit against Apotex in the same
court for infringement of the ‘467 patent. This case was not
consolidated with the original case against the other generic
defendants. On 31 May 2013, the Court ordered that the Apotex
case would be stayed pending the entry of judgment in the Banner
et al case. On 17 January 2013, the Group and Anchen settled the
litigation on terms that would allow Anchen to enter the market for
Jalyn in the fourth quarter of 2015 or earlier under certain
circumstances. The Group previously had settled an earlier patent
challenge against Avodart by Teva Pharmaceuticals (Teva) on terms
that will allow Teva to launch its generic dutasteride product in the
fourth quarter of 2015 or earlier under certain circumstances.
Teva’s generic dutasteride product was approved by the FDA on
21 December 2010.
A trial on the consolidated case against the generic defendants
was held on 28 January 2013. On 13 August 2013, the District Court
upheld the validity of the ‘467 patent. Banner, Impax, Mylan, Roxanne
and Watson appealed the decision in favour of the Group to the
Court of Appeals for the Federal Circuit on 27 August 2013. On
24 February 2014, the Federal Circuit entered a decision in favour
of the Group affirming the decision of the District Court.
44 Legal proceedings
The Group is involved in significant legal and administrative
proceedings, principally product liability, intellectual property, tax,
anti-trust and governmental investigations, as well as related private
litigation. The Group makes provision for these proceedings on a
regular basis as summarised in Note 2, ‘Accounting principles and
policies’ and Note 29, ‘Other provisions’. The Group may become
involved in significant legal proceedings in respect of which it is not
possible to make a reliable estimate of the expected financial effect,
if any, that could result from ultimate resolution of the proceedings.
In these cases, appropriate disclosures about such cases would be
included but no provision would be made.
With respect to each of the legal proceedings described below, other
than those for which a provision has been made, the Group is unable
to make a reliable estimate of the expected financial effect at this
stage. The Group does not believe that information about the amount
sought by the plaintiffs, if that is known, would be meaningful with
respect to those legal proceedings. This is due to a number of
factors, including, but not limited to, the stage of proceedings, the
entitlement of parties to appeal a decision and clarity as to theories
of liability, damages and governing law. Intellectual property claims
include challenges to the validity and enforceability of the Group’s
patents on various products or processes as well as assertions of
non-infringement of those patents. A loss in any of these cases
could result in loss of patent protection for the product at issue.
The consequences of any such loss could be a significant decrease
in sales of that product and could materially affect future results of
operations for the Group.
Legal expenses incurred and provisions related to legal claims
are charged to selling, general and administration costs. Provisions
are made, after taking appropriate legal and other specialist advice,
where an outflow of resources is considered probable and a reliable
estimate can be made of the likely outcome of the dispute. For certain
product liability claims, the Group will make a provision where there
is sufficient history of claims made and settlements to enable
management to make a reliable estimate of the provision required
to cover unasserted claims. At 31 December 2013, the Group’s
aggregate provision for legal and other disputes (not including tax
matters described in Note 14, ‘Taxation’) was £0.6 billion. The
ultimate liability for legal claims may vary from the amounts provided
and is dependent upon the outcome of litigation proceedings,
investigations and possible settlement negotiations.
The Group’s position could change over time, and, therefore, there
can be no assurance that any losses that result from the outcome
of any legal proceedings will not exceed by a material amount the
amount of the provisions reported in the Group’s financial accounts.
If this were to happen, it could have a material adverse impact on
the results of operation of the Group in the reporting period in which
the judgments are incurred or the settlements entered into. The most
significant of these matters are described below.
Intellectual property
Arzerra
On 23 March 2010, Genentech and Biogen Idec filed suit against
the Group in the United States District Court for the Southern District
of California alleging that the Group’s sale of Arzerra (ofatumumab),
which is approved by the US Food and Drug Administration (FDA)
for treatment of refractory chronic lymphocytic leukaemia (CLL),
induces and contributes to infringement of their patent that claims
the treatment of CLL with an anti-CD-20 monoclonal antibody.
The Group counterclaimed that the patent is invalid or not infringed.
204 GSK Annual Report 2013
Financial statements Notes to the financial statements Benlysta
In September, 2012, the UK Court of Appeal refused an appeal by Eli
Lilly and Company (Eli Lilly) asserting that Human Genome Sciences,
Inc. (HGS) UK Patent No. EP0939804 for Benlysta was invalid on
the grounds that it lacked the necessary information required to work
the invention described in the claims which covered antibodies (the
‘antibody claim insufficiency argument’). The UK High Court and the
UK Supreme Court previously had decided that the patent was valid
on all other grounds. In 2013, the UK Supreme Court refused the Eli
Lilly petition for a further appeal and, as a result, the UK litigation has
now ended with the validity of the HGS patent being affirmed by the
UK courts.
Eli Lilly separately had requested a declaration from the UK High
Court that any Supplementary Protection Certificate (SPC) filed by
HGS to extend its UK patent based upon any future Eli Lilly Marketing
Authorisation (MA) for an anti-BLyS antibody will be invalid. That
litigation is pending.
On 12 September 2013, the Court of Justice of the European Union
(CJEU) heard arguments on the question of the meaning of
“protected by a basic patent” and handed down its guidance on
12 December 2013. The CJEU did not answer the question whether
Eli Lilly’s antibody is “protected” by the HGS patent, but confirmed
that a functional definition of the product for which the SPC is sought
is sufficient in principle if the claims of the patent relate “implicitly, but
necessarily and specifically” to the active ingredient covered by the
SPC. The UK High Court must now implement the guidance from the
CJEU to decide the case. A hearing date is yet to be set. The
outcome of this litigation will have no effect on the Group’s ability to
market Benlysta.
Epzicom/Trizivir
On 30 November 2007, the Group’s affiliate, ViiV Healthcare,
received notice that Teva Pharmaceuticals USA, Inc. (Teva) had filed
an ANDA with a Paragraph IV certification for Epzicom (the
combination of lamivudine and abacavir). The certification challenged
only the patent covering the hemisulfate salt of abacavir, which
expires in 2018. ViiV Healthcare did not sue Teva under this patent.
On 27 June 2011, ViiV Healthcare received notice that Teva had
amended its ANDA for Epzicom to contain a Paragraph IV
certification for two additional patents listed in the Orange Book,
alleging the patents were invalid, unenforceable or not infringed.
The patents challenged in this new certification relate to a method of
treating HIV using the combination (expiring in 2016), and a certain
crystal form of lamivudine (expiring in 2016). On 5 August 2011, ViiV
Healthcare filed suit against Teva under the combination patent in the
United States District Court for the District of Delaware.
On 18 May 2011, ViiV Healthcare received notice that Lupin Ltd.
(Lupin) had filed an ANDA containing a Paragraph IV certification
for Trizivir (the triple combination of lamivudine, AZT and abacavir)
alleging that three patents listed in the Orange Book for Trizivir were
invalid, unenforceable or not infringed. These patents relate to a
method of treating HIV using the triple combination (expiring in 2016),
the hemisulfate salt of abacavir (expiring in 2018), and a certain
crystal form of lamivudine (expiring in 2016). On 29 June 2011, ViiV
Healthcare filed suit against Lupin under the patent covering the triple
combination in the United States District Court for the District of
Delaware. The District Court consolidated discovery in the Teva
Epzicom case with ViiV Healthcare’s patent infringement suit against
Lupin relating to Trizivir, as both cases involve the same patent
covering the combination of lamivudine and abacavir.
On 17 December 2013, the United States District Court for the
District of Delaware upheld the validity of the US patent with an expiry
date in March 2016 which covers the combination of lamivudine and
abacavir (Epzicom) and the triple combination of lamivudine, abacavir
and zidovudine (Trizivir).
In a separate component to the decision, the judge ruled that the
Lupin generic version of Trizivir did not infringe the patent. Before
trial, Teva stipulated that its generic version of Epzicom would infringe
the patent, and the District Court has enjoined Teva from launching
its generic Epzicom product. The parties have appealed the
judgements.
On 6 February 2014, ViiV Healthcare received notice that Lupin had
filed an ANDA containing a Paragraph IV certification for Epzicom,
alleging that the three patents listed in the Orange Book for Epzicom
are either invalid, unenforceable or not infringed. These patents relate
to a method of treating HIV using the double combination (expiring in
2016), the hemisulfate salt of abacavir (expiring in 2018), and a
certain crystal form of lamivudine (expiring in 2016).
Lexiva
On 23 April 2012, Ranbaxy Laboratories Limited (Ranbaxy) notified
ViiV Healthcare that it had filed a Paragraph IV certification alleging
that a patent claiming a polymorphic form of fosamprenavir calcium,
the active ingredient in Lexiva, was invalid or not infringed. The patent
expires in 2020. ViiV Healthcare did not sue under this patent.
On 30 July 2012, Mylan Pharmaceuticals, Inc. (Mylan) notified ViiV
Healthcare that it had filed an ANDA for Lexiva with a Paragraph IV
certification asserting that patents claiming (i) the active ingredient
(expiring in 2018) and (ii) a polymorphic form of the active ingredient
(expiring 2020), are invalid, unenforceable, or not infringed. Mylan is
the second generic company to file an ANDA for Lexiva, but the first
generic company to challenge the basic compound patent on the
active ingredient. On 23 August 2012, ViiV Healthcare and its
licensor, Vertex Pharmaceuticals Incorporated, filed a patent
infringement suit against Mylan on the patent claiming the active
ingredient (but not the patent claiming the polymorph) in the United
States District Court for the District of Delaware. Mylan subsequently
filed a declaratory judgment action against ViiV Healthcare alleging
that the polymorph patent is invalid and not infringed. ViiV Healthcare
stipulated to non-infringement of the patent claiming the polymorph
and the parties filed a consent judgment on 20 December 2012 on
the polymorph patent. Trial is scheduled for 17 May 2014 for
infringement of the basic active ingredient patent for Lexiva.
On 18 October 2012, Ranbaxy filed a Petition for Inter Parties Review
in the United States Patent & Trademark Office (USPTO) alleging that
the basic compound patent covering the active ingredient is invalid.
On 5 March 2013, the USPTO granted the petition. The Inter Parties
Review proceeding was settled in October 2013 on terms that are
confidential.
Lovaza
In March 2009, the Group received notice that Teva Pharmaceuticals
USA, Inc. (Teva), Par Pharmaceuticals, Inc. (Par), and Apotex Inc.
(Apotex) had filed ANDAs with a Paragraph IV certification alleging
that two patents covering Lovaza (omega-3-acid ethyl esters) are
invalid, unenforceable, or not infringed. The patents expire in March
2013 and April 2017. The Group is the licensee under these patents
and has marketing rights in the USA and Puerto Rico. Pronova
BioPharma Norge AS (Pronova), the owner of the patents, sued Teva,
Par and Apotex in the United States District Court for the District of
Delaware. The Group was not a party to these suits.
On 30 March 2011, Pronova entered into an agreement with Apotex
to settle their patent litigation in the USA related to Lovaza. The
settlement grants Apotex a licence to enter the US market with a
generic version of Lovaza in the first quarter of 2015. Other terms
of the settlement are confidential.
GSK Annual Report 2013 205
A trial involving Teva and Par was held in March and April 2011,
and in May 2012, the District Court held the patent valid and infringed.
On 13 September 2013, the Court of Appeals for the Federal Circuit
ruled against Pronova in its patent litigation regarding Lovaza.
Reversing the District Court’s ruling, the Court found the asserted
claims of Pronova’s U.S. 5,656,667 patent invalid and remanded the
case to the District Court with orders to enter judgment in favour of
the ANDA filers. Because the only other patent in the litigation, U.S.
5,502,077, had expired earlier in 2013, the court found it unnecessary
to reach any issues regarding that patent. On 15 October, Pronova
filed a combined petition for panel rehearing and for rehearing en banc
with the Court of Appeals for the Federal Circuit. The Court denied
both petitions on 16 January 2014, thereby affirming the 13
September 2013 decision of the Federal Circuit Court.
Pronova and the Group also have received Paragraph IV notices
from Endo Pharmaceuticals (Endo), Sandoz, Inc. (Sandoz), Strides
Arcolab, Ltd. (Strides) and Trygg Pharma AS (Trygg) advising that
they have submitted abbreviated applications to the FDA for a generic
form of Lovaza. Pronova chose not to assert its patents against Endo,
Sandoz, Strides and Trygg while awaiting the ruling in the litigation
against Teva and Par in the Court of Appeals for the Federal Circuit.
The Group is not aware that the FDA has approved any generic
copies of Lovaza to date.
Veramyst
On 9 November 2011, the Group received notice that Sandoz, Inc.
had filed an ANDA with a Paragraph IV certification for Veramyst
(fluticasone furoate) nasal spray, challenging the three patents listed
in the Orange Book for Veramyst as invalid, unenforceable, or not
infringed. All three patents expire in 2021. On 23 December 2011,
the Group filed suit against Sandoz in the United States District
Court for the District of Delaware on all three patents. A stay against
FDA approval of Sandoz’s generic product was in place until the
earlier of a court decision adverse to the Group or May 2014. Trial
had been scheduled to begin on 2 December 2013, but on 28
August 2013, the Group and Sandoz settled the litigation on terms
that would allow Sandoz to enter the market with a generic competitor
to Veramyst in the third quarter of 2016 or earlier under certain
circumstances.
Product liability
Pre-clinical and clinical trials are conducted during the development
of potential products to determine the safety and efficacy of
products for use by humans following approval by regulatory
bodies. Notwithstanding these efforts, when drugs and vaccines
are introduced into the marketplace, unanticipated safety issues
may become, or be claimed by some to be, evident. The Group is
currently a defendant in a number of product liability lawsuits related
to the Group’s Pharmaceutical, Vaccine and Consumer Healthcare
products. The most significant of those matters are described below.
The Group has been able to make a reliable estimate of the expected
financial effect of the matters discussed in this category and has
included a provision for the matters below in the provision for legal
and other disputes, as also noted in Note 29, ‘Other provisions’.
Avandia
The Group has been named in product liability lawsuits on behalf of
individuals asserting personal injury claims arising out of the use of
Avandia. The federal cases filed against the Group are part of a
multi-district litigation proceeding pending in the United States
District Court for the Eastern District of Pennsylvania (the ‘MDL
Court’). Cases have also been filed in a number of state courts.
As of February 2014, the Group has reached agreements to settle
the substantial majority of federal and state cases pending in the US.
Fourteen purported class actions on Avandia are pending in Canada.
The Group has reached an agreement in principle to resolve the
single purported consumer class action in Israel, which has now been
approved by the Court. The Group has been notified of 43 individual
claims in the UK. Lawyers representing claimants in the UK have
made an application to the High Court for the overall litigation to be
subject to a Group Litigation Order. The Court has listed the
application for a hearing date of 6 June 2014.
There are a number of purported class actions seeking economic
damages on behalf of third party payers and consumers asserting
claims arising under various state and federal laws, including the
Racketeer Influenced and Corrupt Organizations Act (RICO), state
unfair trade practices and/or consumer protection laws. In addition,
three subrogation actions initiated by United Health Group, Inc. and
Humana Medical Plan (Humana) have been brought against the
Group. One is a putative class action brought in the MDL Court
by Humana, which concerns Medicare Advantage claims. Briefing
in that action on threshold class certification issues remains pending.
The other two are state court actions which concern non-Medicare
Advantage claims. These actions are stayed until mid-June 2014
to determine whether a private lien resolution program will resolve
these claims.
Paxil/Seroxat and Paxil CR
The Group has received numerous lawsuits and claims alleging
that use of Paxil (paroxetine) has caused a variety of injuries. Most
of these lawsuits in recent years have alleged that the use of Paxil
during pregnancy resulted in the birth of a child with birth defects
or health issues. Other lawsuits and claims have alleged that patients
who took Paxil committed or attempted to commit suicide or acts of
violence or that patients suffered symptoms on discontinuing
treatment with Paxil.
• Pregnancy
The Group has reached agreements to settle the substantial
majority of the US claims relating to Paxil use during pregnancy
as of February 2014, but a number of claims related to use during
pregnancy are still pending, including several scheduled for trial in
the Philadelphia state court Mass Tort Program (MTP). Other matters
have been dismissed without payment. In the US, the United States
Court of Appeals for the Third Circuit ruled in June 2013 that
GlaxoSmithKline LLC is a Delaware citizen for purposes of diversity
jurisdiction in the US federal courts. As a result of this ruling, the
Group has or is seeking to remove to federal court numerous cases
recently filed in the Philadelphia MTP and certain cases that were set
for trial in the MTP. On 27 November 2013, in the Thomas/Swindle
matter, the Pennsylvania Superior Court upheld a summary judgment
in favour of the Group based on the expiration of the statute of
limitations. On 27 December 2013, the plaintiffs in this case
petitioned for allowance of appeal to the Pennsylvania Supreme
Court. The Group plans to oppose the petition for allowance of
appeal. Currently, there are no trials scheduled in 2014.
There are two proposed, and one certified, class actions in Canada.
The Bartram action has been certified in British Columbia as a
national class action and relates to cardiovascular defects. An appeal
from that certification decision was dismissed in October 2013, and
the parties will therefore proceed to commence discovery.
206 GSK Annual Report 2013
Financial statements Notes to the financial statements The Singh action in Alberta, also a proposed national class action,
seeks to certify a class relating to birth defects generally. The
certification motion is likely to be be scheduled for some time in 2014.
There is also one inactive proposed national class action in British
Columbia which has been held in abeyance while the other
proceedings move forward through certification.
• Acts of violence
As of February 2014, there were 10 pending matters, including two
lawsuits on appeal (one pending in the United States Court of
Appeals for the Ninth Circuit and the other pending in Florida’s
Second District Court of Appeal) concerning allegations that patients
who took Paxil committed or attempted to commit suicide
or acts of violence.
• Discontinuation
In the UK, in late 2010, public funding was withdrawn from the
claimants who had received funding to pursue litigation alleging that
Paxil/Seroxat had caused them to suffer from withdrawal reactions
and dependency. The majority of the claimants discontinued their
claims. In June 2013, the Group was informed that the Legal Aid
Agency (LAA) (formerly the Legal Services Commission) is
considering whether to discharge the public funding certificate
following the recommendation of its Special Cases Review Panel that
the case has poor prospects of success. The remaining claims have
not been prosecuted pending the outcome of the LAA’s decision.
Poligrip
Beginning in 2005, a number of product liability lawsuits and claims
were filed against the Group in both state and federal courts in the
USA, including purported class actions, alleging that the zinc in
Super Poligrip causes copper depletion and permanent neurologic
injury. The federal cases were consolidated in the Denture Cream
Adhesive multi-district litigation (MDL) in the United States District
Court for the Southern District of Florida which was established in
June 2009. Both the Group and Procter & Gamble were defendants
in this litigation. Included in the MDL were four purported class
actions asserting economic loss claims under state consumer
protection laws and claims for medical monitoring. These original four
putative class actions have now been dismissed. In 2013, a putative
class action was filed in Puerto Rico, which was removed to federal
court and transferred to the MDL where it remains pending as of
February 2014. With two current exceptions (one state court case
in Pennsylvania, and one state court case in small claims court in
Tennessee), all of the state court cases were consolidated in the
Philadelphia state court Mass Tort Program (MTP).
As of February 2014, the vast majority of individual cases previously
pending in both the MDL and MTP have been dismissed, with fewer
than ten active cases in the MDL and one active case in the MTP still
pending against the Group which is scheduled for trial on 10
November 2014. One individual lawsuit, as well as five purported
class actions asserting consumer fraud claims were also filed in
Canada. In 2013, the individual lawsuit was resolved, and one of the
class actions was dismissed, leaving four putative class actions that
remain pending in Canada. There are some filed and unfiled claims in
Turkey, the UK and elsewhere. The Group voluntarily withdrew all
zinc-containing formulations of Super Poligrip from the market in early
2010.
Sales and marketing and regulation
The Group has been able to make a reliable estimate of the expected
financial effect of the matters discussed in this category, and has
included a provision for such matters in the provision for legal and
other disputes, except as noted below. Matters for which the Group
has made a provision are also noted in Note 29, ‘Other provisions’.
China investigation
On 27 June 2013, a number of the Group’s Pharmaceutical offices in
China were visited by government authorities of the People’s
Republic of China (PRC). On 11 July 2013, the Ministry of Public
Security in China released a statement confirming an ongoing police
investigation into alleged ‘serious economic crimes’ by GSK China.
The PRC, acting through various government agencies, continues its
investigation into alleged crimes and violations of law by GSK China’s
operations. The Group takes these allegations seriously and is
continuing to cooperate fully with the Chinese authorities in this
investigation.
The Group has informed the US Department of Justice, the US
Securities and Exchange Commission and the UK Serious Fraud
Office regarding the investigation. It is not possible at this time to
make a reliable estimate of the financial effect, if any, that could result
from these matters.
‘Colorado investigation’
On 2 July 2012, the Group announced that it had reached an
agreement with the United States Government, multiple states and
the District of Columbia to conclude the Group’s most significant
ongoing United States federal government investigations, specifically,
(i) the United States Department of Justice’s investigation into the
Group’s sales and marketing practices relating to nine of its largest
selling products, begun in February 2004; (ii) the Department of
Justice’s investigation of possible inappropriate use of the nominal
price exception under the Medicaid Rebate Program; and (iii) the
Department of Justice’s investigation of the development and
marketing of Avandia, for a settlement payment of $3 billion. The
settlement resolved criminal and civil liabilities related to these
investigations. The payment was covered by the Group’s existing
provisions and funded through existing cash resources. To date, 44
states and the District of Columbia have agreed to join the federal
settlement agreement and receive all or a portion of their share of the
settlement payment under the agreement.
GSK Annual Report 2013 207
Cidra third-party payer litigation
On 25 July 2013, a number of major US healthcare insurers filed suit
against the Group in Philadelphia, Pennsylvania County Court of
Common Pleas seeking compensation for reimbursements they made
for medicines manufactured at the Group’s former Cidra plant in
Puerto Rico. These insurers claim that the Group knowingly and
illegally marketed and sold adulterated drugs manufactured under
conditions non-compliant with cGMP and that they, as third-party
insurers, were unlawfully induced to pay for them.
The suit alleges both US federal and various state law causes of
action. On 12 August 2013, the Group removed the case to the
United States District Court for the Eastern District of Pennsylvania
and has moved to dismiss the complaint. Oral argument on the motion
to dismiss was held on 4 February 2013, and the motion is currently
under consideration by the District Court. The manufacturing issues
at the Group’s plant at Cidra were the subject of federal and state
claims that the Group resolved with the US federal Government in
2010 and for which the Group has compliance obligations under a
Corporate Integrity Agreement with the US Government.
Paxil/Seroxat
In 2004, the Group settled a lawsuit filed by the New York State
Attorney General’s office alleging that the Group failed to disclose
data on the use of Paxil in children and adolescents. In 2007 and
2008, the Group made class settlements of lawsuits brought by
consumers and third-party payers, respectively, for economic
damages allegedly resulting from prescriptions of Paxil to children
and adolescents. The Group denied liability in these settlements. In
2010, plaintiffs voluntarily dismissed a similar purported class action
filed on behalf of governmental entities that paid for prescriptions of
Paxil to minors. There remains a similar purported class action in
Canada seeking economic damages on behalf of individuals who
purchased Paxil for use by patients under the age of 18. The
certification application as part of this purported class action was
adjourned in 2012, to permit the filing of further evidence, and is likely
to resume in 2014.
SEC/DOJ FCPA enquiry
The US Securities and Exchange Commission (SEC) and the US
Department of Justice (DOJ) initiated an industry-wide enquiry in
2010 into whether pharmaceutical companies may have engaged in
violations of the US Foreign Corrupt Practices Act (FCPA) relating to
the sale of pharmaceuticals, including in Argentina, Brazil, Canada,
China, Germany, Italy, Poland, Russia and Saudi Arabia. The Group is
one of the companies that have been asked to respond to this enquiry
and is cooperating with the SEC and DOJ. The Group has informed
the DOJ and SEC about the investigation of its China operations by
the Chinese government that was initiated in 2013.
Anti-trust/competition
The Group has been able to make a reliable estimate of the expected
financial effect of the matters discussed in this category and has
included a provision for such matters in the provision for legal and
other disputes, except as noted below. Matters for which the Group
has made a provision are also noted in Note 29, ‘Other provisions’.
The Group has been notified by a consortium of state attorneys
general that they are investigating the conduct underlying the
non-Avandia federal and state sales and marketing settlements to
determine if the company violated state unfair and deceptive trade
practices statutes. There are 45 states known to be participating in
the investigation.
Avandia-related matters
As noted above, on 2 July 2012, the Group reached agreement with
the US Government, a number of states, and the District of Columbia
to resolve the federal government’s Avandia investigation. The
settlement resolved claims under federal/state Medicaid programs.
On 15 November 2012, the Group agreed to pay $90 million to settle
claims by 37 states and the District of Columbia under state
consumer protection laws regarding the marketing and promotion
of Avandia.
In 2013, the Group agreed to pay $229 million to resolve the individual
lawsuits filed by the Attorneys General Offices of Kentucky, Louisiana,
Maryland, Mississippi, New Mexico, South Carolina, Utah, and West
Virginia asserting various statutory and common law claims relating
to the development and marketing of Avandia and, with regard to the
state of Louisiana, other of the Group’s products. These states had
not participated in the federal government settlement.
The Group is also defending an action by the County of Santa Clara,
California, which was brought under California’s consumer protection
laws seeking civil penalties and restitution. Pre-trial activities are
scheduled to occur through Q2 2014. If the case proceeds to trial,
the MDL Court will send the case back to California federal court for
a bench trial.
Two Native American groups (the Cherokee Nation in Oklahoma and
the Mississippi Band of Choctaw Indians) have filed lawsuits in their
respective tribal courts, alleging common law claims, including fraud,
negligence, breach of warranty, and unjust enrichment. The Cherokee
Nation matter relates to the sale and marketing of Avandia, whereas
the Choctaw complaint relates to Avandia and other Group products.
Average wholesale price
A number of states through their respective Attorneys General, and
most of the counties in New York State, filed civil lawsuits in state
and federal courts against the Group and many other pharmaceutical
companies claiming damages and restitution due to average
wholesale price (AWP) and/or wholesale acquisition cost (WAC)
price reporting for pharmaceutical products covered by the states’
Medicaid programmes. These cases alleged that the Group reported
or caused to be reported false AWP and WAC prices, which, in turn,
allegedly caused State Medicaid agencies to reimburse providers
more money for covered medicines than the agencies intended. The
states have sought recovery on behalf of the states as payers and, in
some cases, on behalf of in-state patients as consumers. The Group
has resolved AWP claims by state Medicaid programmes in almost
all of the states through the Group’s settlement agreement with the
federal government announced in September 2005 and in multiple
additional settlements since then. Litigation concerning AWP issues
is continuing with two states, Illinois and Wisconsin.
HIV division enquiry
On 26 July 2010, the Group received a subpoena from the Eastern
District of New York’s US Attorney’s Office regarding sales and
marketing practices for three HIV products, as well as educational
programmes, grants or payments to physicians regarding any drug
used to treat HIV-infected adults. On 5 September 2012, the Group
was advised that the US Government had concluded its investigation
and declined to intervene in a qui tam lawsuit filed in the United
States District Court for the Eastern District of New York. The suit
has been dismissed and the matter is concluded.
208 GSK Annual Report 2013
Financial statements Notes to the financial statements EU sector enquiry
In 2008, the European Commission launched an enquiry to
investigate possible anti-competitive conditions in the pharmaceutical
sector. The Final Report of the Pharmaceutical Sector Inquiry was
published on 8 July 2009. As announced in the Final Report, the
Commission decided to continue monitoring patent settlement
agreements between originator and generic companies relating to
EU markets. As a result, the Group has provided input to the reports
published in 2010, 2011, 2012 and 2013. On 3 February 2014 the
Group received a questionnaire relating to patent settlements during
2013. The Group responded to the Commission on 17 February
2014. No provision has been made for this matter.
EU enquiry: Tyverb and Combivir
On 17 December 2012, the Group and ViiV Healthcare received a
request for information from the European Commission regarding the
application of ‘direct to pharmacy’ distribution of the Group’s product,
Tyverb, and ViiV Healthcare’s product, Combivir. The Group and ViiV
Healthcare have provided the requested information. No provision
has been made for this matter.
UK Office of Fair Trading Competition Act investigation
On 12 August 2011, the UK Office of Fair Trading (OFT) launched
a formal investigation of the Group and other pharmaceutical
companies for potential infringement of the Competition Act. The
investigation focuses on whether: (i) litigation settlements between
the Group and potential suppliers of generic paroxetine formulations,
entered between 2001 and 2003, had as their object or effect the
prevention, restriction, or distortion of competition in the UK, and (ii)
the Group has infringed its dominant position by making payments
to potential suppliers of generic paroxetine with the aim of restricting
the development of full generic competition in the UK. The Group
terminated the agreements at issue in 2004. The OFT investigation
covers issues that were also investigated by the European
Commission in 2005 – 2006 in respect of paroxetine in the European
Union, and also in 2008, as part of the European Commission
Pharmaceutical Sector enquiry. On 2 March 2012, the Commission
announced that it had formally concluded its enquiry with no further
action. In March 2012, the OFT decided to focus its investigation
on potential anti-competitive aspects of the paroxetine settlement
agreements and dropped the investigation in relation to potential
abuse of dominance. However, in February 2013, the OFT decided
to re-open the dominance aspects of the matter.
The Group has cooperated with the OFT in its investigations since
the outset. On 19 April 2013, the OFT issued its Statement of
Objections (SO) setting out the decision that the OFT would propose
to make and allowing the affected parties to make representations on
the proposed decision. The OFT’s core “theory of harm” is that the
transfer of value, from an originator company to a potential competitor,
made in return for restrictions on the potential competitor entering the
market, necessarily restricts competition because it delays true
generic competition and the accompanying price reduction. This
includes the situation where value is transferred in the context of
settling patent litigation. In the SO, the OFT states that it would
propose a fine on GSK, but no details were provided on how any fine
might be calculated. On 7 August 2013, GSK submitted its response
to the SO, rebutting the OFT’s arguments, and, on 18 October 2013,
GSK presented its case to the OFT at an oral hearing. After the
hearing, GSK also responded in writing to some follow-up questions.
The OFT has indicated that it will decide how to proceed with this
case in Q1 2014, with a final decision likely to be issued by October
2014. The OFT’s decision may be appealed to the Competition
Appeal Tribunal. No provision has been made for this matter.
Flonase
Purported direct and indirect purchaser class actions were filed in
the United States District Court for the Eastern District of
Pennsylvania alleging the Group illegally maintained monopoly power
in the ‘market’ for Flonase and charged plaintiffs supracompetitive
prices. Additionally, a suit was filed by Roxane Laboratories, Inc.,
a generic competitor, seeking lost profits from the Group’s alleged
actions unlawfully delaying Roxane’s entry into the market. The
predicate for all of these allegations was the filing by the Group
of allegedly sham citizen petitions and subsequent litigation.
On 20 December 2012, the Group reached agreement to settle the
litigation with the direct purchasers for a payment of $150 million and
an agreement to settle with the indirect purchaser class and other
indirect purchasers for a payment of $45 million.
The court approved the class action settlements in 2013, and this
matter is concluded.
Lamictal
Purported direct and indirect purchaser class actions were filed in
the United States District Court for the District of New Jersey alleging
that the Group and Teva Pharmaceuticals unlawfully conspired to
delay generic competition for Lamictal, resulting in their being
overcharged. A separate count accuses the Group of monopolising
the market. The District Court recently denied the motion of the
purported direct purchaser class for reconsideration of the order
granting GSK’s motion to dismiss in December 2012. The plaintiffs
have filed a notice of appeal to the United States Court of Appeals for
the Third Circuit. The Group also plans to move to have the purported
indirect purchaser class dismissed following the outcome of the
direct purchaser case.
Nevada vaccines antitrust litigation
The Vaccine Center, a for-profit vaccination centre in Las Vegas,
Nevada, alleges that the Group, along with a vendor, engaged in
price discrimination by providing lower-priced vaccine products to
the Southern Nevada Health District (a “340B” entity which is entitled
to lower-priced pharmaceutical products under a US federal
healthcare program), allegedly creating a competitive disadvantage
and resulting in antitrust injury to The Vaccine Center. The complaint
alleges violation of the Sherman Act, Robinson-Patman Act, and a
claim under Nevada state law. The Group has responded to the
complaint. No trial date has yet been set.
Wellbutrin SR
In December 2004, January 2005 and February 2005, lawsuits,
several of which purported to be class actions, were filed in the
United States District Court for the Eastern District of Pennsylvania
against the Group on behalf of direct and indirect purchasers of
Wellbutrin SR. The complaints alleged violations of US anti-trust laws
through sham litigation and fraud on the patent office by the Group in
obtaining and enforcing patents covering Wellbutrin SR. The
complaints followed the introduction of generic competition to
Wellbutrin SR in April 2004, after district and appellate court rulings
that a generic manufacturer did not infringe the Group’s patents.
On 21 November 2011, the District Court approved the Group’s
settlement with the certified class of direct purchasers and the
settlement has been concluded. On 11 January 2012, the Group
reached agreement in principle to settle the claims of all the indirect
purchasers for $21.5 million. The District Court approved the
settlements in 2013, and this matter is concluded.
GSK Annual Report 2013 209
Wellbutrin XL
Actions have been filed against Biovail Corporation (Biovail) and the
Group in the United States District Court for the Eastern District of
Pennsylvania by purported classes of direct and indirect purchasers
who allege unlawful monopolisation and other anti-trust violations
related to the enforcement of Biovail’s Wellbutrin XL patents and the
filing, by Biovail, of citizen petitions. Both direct and indirect
purchaser classes have been certified. The District Court granted the
Group’s motion for partial summary judgment primarily on immunity
grounds. On 7 November 2012, the District Court also granted the
Group’s motion for a stay of all proceedings (except for a limited
amount of ongoing discovery) in light of the US Supreme Court’s
grant of a petition in the FTC v. Watson ’reverse payment’ patent
litigation case.
On 19 December 2013, the District Court held a hearing in
connection with the remaining issue in the case, the possible
antitrust liability arising from the settlement of the underlying patent
infringement litigation. The court recently ordered the parties to
submit a plan for additional discovery and proceedings on this
remaining issue.
Commercial and corporate
Where the Group is able to make a reliable estimate of the expected
financial effect, if any, for the matters discussed in this category,
it has included a provision in respect of such matters in the provision
for legal and other disputes as set out in Note 29, ‘Other provisions’.
No provision has been made for any of the following matters except
as indicated below.
Securities/ERISA class actions
Stiefel
On 6 July 2009, a class action suit brought on behalf of current and
former employees of Stiefel Laboratories, Inc. (Stiefel) was filed in the
United States District Court for the Southern District of Florida. The
complaint alleges that Stiefel and its officers and directors violated
US Employee Retirement Income Security Act (ERISA) and federal
and state securities laws by inducing Stiefel employees to sell their
shares in the employee stock plan back to Stiefel at a greatly
undervalued price and without disclosing to employees that Stiefel
was about to be sold to the Group. On 21 July 2011, the District
Court denied plaintiffs’ motion for class certification. In October
2011, the District Court granted the defendants’ motions for summary
judgment, dismissing all but one of the remaining plaintiffs in the
litigation. Trial of claims of that one plaintiff, Timothy Finnerty, took
place in May 2012 and resulted in a $1.5 million jury verdict in favour
of Mr. Finnerty on his securities claims. The Group has appealed the
verdict, and oral argument on the appeal is scheduled for 27 February
2014. Separately, the Group has settled Mr. Finnerty’s ERISA claims.
Additionally, Stiefel won a complete defence verdict in the Fried case,
tried in federal court in Florida in October 2013. The remaining case
in Florida (Martinolich) has been stayed pending the outcome of the
Finnerty appeal. In addition to Finnerty, two other matters are on
appeal to the Eleventh Circuit: Bacon (in which summary judgment
was granted in plaintiff’s favour) and MacKay (in which summary
judgment was granted in Stiefel’s favour). Discovery continues in
the Georgia and New York suits. All of these lawsuits involve claims
similar to those brought in Finnerty.
In addition to the private litigant suits, on 12 December 2011, the US
SEC filed a formal complaint against Stiefel and Charles Stiefel in the
United States District Court for the District of Florida alleging that
Stiefel and its principals violated federal securities laws by inducing
Stiefel employees to sell their shares in the employee stock plan back
to the company at a greatly undervalued price and without disclosing
to employees that the company was about to be sold. This matter
likewise has been stayed pending a ruling on the Finnerty appeal.
The Group has made a provision for the Stiefel litigation.
Benlysta securities litigation
On 10 November 2011, a class action suit was filed in the United
States District Court for the District of Maryland alleging that Human
Genome Sciences, Inc. (HGS), certain of its individual officers and
directors and the Group made statements about the clinical trials for
Benlysta that failed to disclose suicides among trial participants, and
that, by withholding this information, the defendants caused HGS’
stock to be artificially inflated, harming anyone who purchased HGS
stock at the inflated price.
In November 2011, a second action was filed in the same federal
court. The two cases have been combined. In May 2012, the Group
and HGS filed motions to dismiss the suits. Oral argument was heard
in September 2012. On 26 March 2013, the court ruled in favour of
GSK and HGS on the motions. This matter is now concluded.
Environmental matters
The Group has been notified of its potential responsibility relating to
past operations and its past waste disposal practices at certain sites,
primarily in the USA. Some of these matters are the subject of
litigation, including proceedings initiated by the US federal or state
governments for waste disposal, site remediation costs and tort
actions brought by private parties.
The Group has been advised that it may be a responsible party at
approximately 23 sites, of which 12 appear on the National Priority
List created by the Comprehensive Environmental Response
Compensation and Liability Act (Superfund). These proceedings
seek to require the operators of hazardous waste facilities,
transporters of waste to the sites and generators of hazardous
waste disposed of at the sites to clean up the sites or to reimburse
the US Government for cleanup costs. In most instances, the
Group is involved as an alleged generator of hazardous waste.
Although Superfund provides that the defendants are jointly and
severally liable for clean up costs, these proceedings are frequently
resolved on the basis of the nature and quantity of waste disposed
of by the generator at the site. The Group’s proportionate liability for
cleanup costs has been substantially determined for about 19 of the
sites referred to above.
The Group’s potential liability varies greatly from site to site. While the
cost of investigation, study and remediation at such sites could, over
time, be significant, the Group routinely accrues amounts related to
its share of the liability for such matters.
210 GSK Annual Report 2013
Financial statements Notes to the financial statements Financial statements of GlaxoSmithKline plc
prepared under UK GAAP
Directors’ statement of responsibilities
in relation to the company’s financial statements
Disclosure of information to auditors
The Directors in office at the date of this Report have each confirmed
that:
• so far as he or she is aware, there is no relevant audit information
of which the company’s auditors are unaware; and
• he or she has taken all the steps that he or she ought to have taken
as a Director to make himself or herself aware of any relevant audit
information and to establish that the company’s auditors are aware
of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Going concern basis
After making enquiries, the Directors have a reasonable expectation
that the company has adequate resources to continue in operational
existence for the foreseeable future. For this reason, they continue to
adopt the going concern basis in preparing the financial statements.
The UK Corporate Governance Code
The Board considers that GlaxoSmithKline plc applies the principles
and provisions of the UK Corporate Governance Code maintained
by the Financial Reporting Council, as described in the Corporate
Governance section on pages 82 to 95, and has complied with its
provisions. The Board further considers that the Annual Report, taken
as a whole, is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Group’s
performance, business and strategy.
As required by the Financial Conduct Authority’s Listing Rules, the
auditors have considered the Directors’ statement of compliance in
relation to those points of the UK Corporate Governance Code which
are specified for their review.
Sir Christopher Gent
Chairman
26 February 2014
The Directors are responsible for preparing the parent company,
GlaxoSmithKline plc, financial statements and the Remuneration
Report in accordance with applicable law and regulations.
UK Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors have
elected to prepare the parent company financial statements in
accordance with United Kingdom Accounting Standards and
applicable law (United Kingdom Generally Accepted Accounting
Practice). Under company law the Directors must not approve the
parent company financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the company for
that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state with regard to the parent company financial statements that
applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the parent
company financial statements.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the company and to enable them to ensure that
the parent company financial statements and Remuneration Report
comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The parent company financial statements for the year ended 31
December 2013, comprising the balance sheet for the year ended
31 December 2013 and supporting notes, are set out on pages
213 to 216 of this report.
The responsibilities of the auditors in relation to the parent company
financial statements are set out in the Independent Auditors’ report
on page 212.
The financial statements for the year ended 31 December 2013 are
included in the Annual Report, which is published in printed form
and made available on our website. The Directors are responsible
for the maintenance and integrity of the Annual Report on our
website in accordance with UK legislation governing the preparation
and dissemination of financial statements. Access to the website is
available from outside the UK, where comparable legislation may
be different.
The Strategic Report and risk sections of the Annual Report include
a fair review of the development and performance of the business
and the position of the company and the Group taken as a whole,
together with a description of the principal risks and uncertainties
that it faces.
GSK Annual Report 2013 211
Financial statements of GlaxoSmithKline plc
prepared under UK GAAP
Independent Auditors’ report
to the members of GlaxoSmithKline plc
Report on the Parent Company financial statements
Other matters on which we are required to report by exception
Our Opinion
In our opinion, the Parent Company financial statements defined
below:
• give a true and fair view of the state of the Parent Company’s
affairs at 31 December 2013;
• have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
This opinion is to be read in the context of what we say in the
remainder of this report.
What we have audited
The Parent Company financial statements, which are prepared by
GlaxoSmithKline plc, comprise:
• the Parent Company balance sheet at 31 December 2013; and
• the notes to the Parent Company financial statements, which
include a summary of significant accounting policies and other
explanatory information.
The financial reporting framework that has been applied in their
preparation comprises applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
In applying the financial reporting framework, the Directors have
made a number of subjective judgements, for example in respect of
significant accounting estimates. In making such estimates, they have
made assumptions and considered future events.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards
on Auditing (UK & Ireland) (“ISAs (UK & Ireland)”). An audit involves
obtaining evidence about the amounts and disclosures in the financial
statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of:
• whether the accounting policies are appropriate to the Parent
Company’s circumstances and have been consistently applied and
adequately disclosed;
• the reasonableness of significant accounting estimates made by
the directors; and
• the overall presentation of the financial statements.
In addition, we read all the financial and non-financial information in
the Annual Report to identify material inconsistencies with the
audited Parent Company financial statements and to identify any
information that is apparently materially incorrect based on, or
materially inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of any apparent
material misstatements or inconsistencies, we consider the
implications for our report.
Opinions on matters prescribed by the Companies Act 2006
In our opinion:
• The information given in the Strategic Report and the Directors’
Report for the financial year for which the Parent Company
financial statements are prepared is consistent with the Parent
Company financial statements and
• The part of the Directors’ Remuneration Report to be audited has
been properly prepared in accordance with the Companies Act
2006.
212 GSK Annual Report 2013
Adequacy of accounting records and information and
explanations received
Under the Companies Act 2006, we are required to report to you if,
in our opinion:
•
•
•
we have not received all the information and explanations we
require for our audit; or
adequate accounting records have not been kept by the Parent
Company or returns adequate for our audit have not been received
from branches not visited by us; or
the Parent Company financial statements and the part of the
Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Directors’ remuneration
Under the Companies Act 2006, we are required to report to you if,
in our opinion, certain disclosures of directors’ remuneration
specified by law have not been made. We have no exceptions to
report arising from this responsibility.
Other information in the Annual Report
Under ISAs (UK & Ireland), we are required to report to you if, in our
opinion, information in the Annual Report is:
• materially inconsistent with the information in the audited Parent
Company financial statements; or
• apparently materially incorrect based on, or materially inconsistent
with, our knowledge of the Parent Company acquired in the course
of performing our audit; or
• is otherwise misleading.
We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Directors’ statement of responsibilities
set out on page 211, the directors are responsible for the preparation
of the Parent Company financial statements and for being satisfied
that they give a true and fair view.
Our responsibility is to audit and express an opinion on the Parent
Company financial statements in accordance with applicable law and
ISAs (UK & Ireland). Those standards require us to comply with the
Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only
for the Company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other matter
We have reported separately on the Group financial statements of
GlaxoSmithKline plc for the year ended 31 December 2013.
The company has passed a resolution in accordance with section
506 of the Companies Act 2006 that the senior statutory auditor’s
name should not be stated.
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
26 February 2014
Company balance sheet – UK GAAP at 31 December 2013
Fixed assets – investments
Debtors
Cash at bank
Current assets
Creditors: amounts due within one year
Net current assets
Net assets
Capital and reserves
Called up share capital
Share premium account
Other reserves
Profit and loss account
Equity shareholders’ funds
Notes
E
F
G
H
H
I
I
2013
£m
19,691
3,358
12
3,370
(531)
2,839
2012
£m
19,689
7,872
10
7,882
(406)
7,476
22,530
27,165
1,336
2,595
1,420
17,179
1,349
2,022
1,393
22,401
22,530
27,165
The financial statements on pages 213 to 216 were approved by the Board on 26 February 2014 and signed on its behalf by
Sir Christopher Gent
Chairman
GlaxoSmithKline plc
Registered number: 3888792
GSK Annual Report 2013 213
Financial statements of GlaxoSmithKline plc
prepared under UK GAAP
Notes to the company balance sheet – UK GAAP
A) Presentation of the financial statements
Description of business
GlaxoSmithKline plc is the parent company of GSK, a major global
healthcare group which is engaged in the creation and discovery,
development, manufacture and marketing of pharmaceutical
products, including vaccines, over-the-counter (OTC) medicines
and health-related consumer products.
Preparation of financial statements
The financial statements, which are prepared on a going concern
basis, are drawn up in accordance with UK Generally Accepted
Accounting Practice (UK GAAP) and with UK accounting
presentation as at 31 December 2013, with comparative figures as
at 31 December 2012. Where appropriate, comparative figures are
reclassified to ensure a consistent presentation with current year
information.
As permitted by section 408 of the Companies Act 2006, the profit
and loss account of the company is not presented in this Annual
Report.
The company is included in the Group accounts of GlaxoSmithKline
plc, which are publicly available. Advantage has been taken of the
exemption provided by FRS 1 ‘Cash flow statements (revised 1996)’
not to prepare a cash flow statement and of the exemption provided
by FRS 8 ‘Related party disclosures’ not to disclose any related party
transactions within the Group.
Accounting convention and standards
The balance sheet has been prepared using the historical cost
convention and complies with applicable UK accounting standards.
Accounting principles and policies
The preparation of the balance sheet in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the balance sheet. Actual amounts could
differ from those estimates.
The balance sheet has been prepared in accordance with the
company’s accounting policies approved by the Board and described
in Note B.
B) Accounting policies
Foreign currency transactions
Foreign currency transactions are recorded at the exchange rate
ruling on the date of transaction, or at the forward rate if hedged by a
forward exchange contract. Foreign currency assets and liabilities are
translated at rates of exchange ruling at the balance sheet date, or at
the forward rate.
Dividends paid and received
Dividends paid and received are included in the accounts in the
period in which the related dividends are actually paid or received.
Expenditure
Expenditure is recognised in respect of goods and services received
when supplied in accordance with contractual terms. Provision is
made when an obligation exists for a future liability in respect of a
past event and where the amount of the obligation can be reliably
estimated.
Investments in subsidiary companies
Investments in subsidiary companies are held at cost less any
provision for impairment.
Impairment of investments
The carrying value of investments are reviewed for impairment
when there is an indication that the investment might be impaired.
Any provision resulting from an impairment review is charged to
the income statement in the year concerned.
Share based payments
The issuance by the company to its subsidiaries of a grant over
the company’s shares, represents additional capital contributions
by the company in its subsidiaries. An additional investment in
subsidiaries results in a corresponding increase in shareholders’
equity. The additional capital contribution is based on the fair value of
the grant issued, allocated over the underlying grant’s vesting period.
Taxation
Current tax is provided at the amounts expected to be paid applying
tax rates that have been enacted or substantially enacted by the
balance sheet date.
The company accounts for taxation which is deferred or accelerated
by reason of timing differences which have originated but not
reversed by the balance sheet date. Deferred tax assets are only
recognised to the extent that they are considered recoverable against
future taxable profits.
Deferred tax is measured at the average tax rates that are expected
to apply in the periods in which the timing differences are expected
to reverse. Deferred tax liabilities and assets are not discounted.
Financial guarantees
Liabilities relating to guarantees issued by the company on behalf of
its subsidiaries are initially recognised at fair value and amortised over
the life of the guarantee.
C) Operating profit
A fee of £10,299 (2012 – £10,132) relating to the audit of the
company has been charged in operating profit.
D) Dividends
The directors declared four interim dividends resulting in a dividend
for the year of 78 pence, a 4 pence increase on the dividend for
2012. For further details, see Note 16 to the Group financial.
statements, ‘Dividends’.
214 GSK Annual Report 2013
Notes to the company balance sheet – UK GAAP continued
E) Fixed assets – investments
Shares in GlaxoSmithKline Services Unlimited
Shares in GlaxoSmithKline Holdings (One) Limited
Shares in GlaxoSmithKline Holdings Limited
Shares in GlaxoSmithKline Mercury Limited
Capital contribution relating to share based payments
F) Debtors
Amounts due within one year:
UK Corporation tax recoverable
Amounts owed by Group undertakings
Amounts due after more than one year:
Amounts owed by Group undertakings
G) Creditors
Amounts due within one year:
Bank overdraft
Amounts owed to Group undertakings
Other creditors
2013
£m
613
18
17,888
33
18,552
1,139
19,691
2012
£m
613
18
17,888
33
18,552
1,137
19,689
2013
£m
2012
£m
203
2,761
2,964
394
3,358
2013
£m
10
61
460
531
206
7,319
7,525
347
7,872
2012
£m
10
–
396
406
The company has guaranteed debt issued by one of its subsidiary companies for which it receives an annual fee from the subsidiary. In
aggregate, the company has outstanding guarantees over $10.5 billion of debt instruments.
The amounts due from the subsidiary companies in relation to these guarantee fees will be recovered over the life of the bonds and are
disclosed within debtors (see Note F).
GSK Annual Report 2013 215
Financial statements of GlaxoSmithKline plc
prepared under UK GAAP
Notes to the company balance sheet – UK GAAP continued
H) Share capital and share premium account
Share capital authorised
At 31 December 2012
At 31 December 2013
Share capital issued and fully paid
At 1 January 2012
Issued under employee share schemes
Share capital cancelled
At 31 December 2012
Issued under employee share schemes
Share capital cancelled
At 31 December 2013
Number of shares issuable under outstanding options
Number of unissued shares not under option
Ordinary Shares of 25p each
Number
£m
Share
premium
£m
10,000,000,000
10,000,000,000
5,550,203,098
28,045,821
(180,652,950)
5,397,595,969
44,610,727
(100,000,000)
5,342,206,696
31 December
2013
000
91,303
4,566,351
2,500
2,500
1,387
7
(45)
1,349
12
(25)
1,336
1,673
349
–
2,022
573
–
2,595
31 December
2012
000
114,985
4,487,419
At 31 December 2013, of the issued share capital, 63,613,528 shares were held in the ESOP Trusts, 487,433,663 shares were held as
Treasury shares and 4,791,159,505 shares were in free issue. All issued shares are fully paid. The nominal, carrying and market values of the
shares held in the ESOP Trusts are disclosed in Note 42, ‘Employee share schemes’.
A total of 92 million shares were purchased by the company during 2013 at a cost of £1,504 million and 100 million shares were cancelled.
The company expects to make further share repurchases of £1–2 billion during 2014. The exact amount and timing of further purchases and
whether the shares will be held as Treasury shares or be cancelled will be determined by the company and is dependent on market conditions
and other factors. No shares were purchased in the period 1 January 2014 to 5 February 2014.
I) Reserves
At 1 January 2012
Profit attributable to shareholders
Dividends to shareholders
Shares purchased and cancelled or held as Treasury share
Capital contribution relating to share based payments
At 31 December 2012
Profit attributable to shareholders
Dividends to shareholders
Shares purchased and cancelled or held as Treasury share
Capital contribution relating to share based payments
At 31 December 2013
Other
reserves
£m
1,339
–
–
45
9
1,393
–
–
25
2
1,420
Profit and
loss account
£m
18,689
10,019
(3,814)
(2,493)
–
22,401
(38)
(3,680)
(1,504)
–
17,179
Total
£m
20,028
10,019
(3,814)
(2,448)
9
23,794
(38)
(3,680)
(1,479)
2
18,599
The loss of GlaxoSmithKline plc for the year was £38 million (2012 – £10,019 million profit), which after dividends of £3,680 million
(2012 – £3,814 million), gave a retained loss of £3,718 million (2012 – £6,205 million profit). After the cost of shares purchased and cancelled
or held as Treasury shares of £1,504 million (2012 – £2,493), the profit and loss account reserve at 31 December 2013 stood at £17,179 million
(2012 – £22,401 million), of which £4,096 million is unrealised (2012 – £4,096 million).
216 GSK Annual Report 2013
Investor
information
In this section
Quarterly trend
Five year record
Product development pipeline
218
222
225
Products, competition and
intellectual property
Risk factors
Share capital and share price
229
232
242
244
Dividends
Tax information for shareholders 244
Annual General Meeting 2014 245
247
US law and regulation
Shareholder services and contacts 249
Glossary of terms and index 251
GSK Annual Report 2013 217
Investor information
Financial record
Financial record
Quarterly trend
An unaudited analysis of the Group results is provided by quarter in Sterling for the financial year 2013.
Income statement – total
12 months 2013
Q4 2013
£m
21,318
5,187
26,505
(8,585)
(8,480)
(3,923)
387
1,124
7,028
(706)
282
43
6,647
(1,019)
15.3%
5,628
192
5,436
112.5p
110.5p
26,505
(7,549)
(7,928 )
(3,400)
387
8,015
(692)
43
7,366
(1,695)
23.0%
5,671
250
5,421
112.2p
CER%
1
2
1
8
(3)
(2)
25
(1)
£%
–
–
–
8
(4)
(1)
26
(4)
4
1
24
20
27
23
1
6
1
(3)
25
–
–
2
4
–
6
–
(2)
26
(3)
(2)
(1)
1
£m
5,688
1,218
6,906
(2,526)
(2,200)
(1,070)
98
1,233
2,441
(159)
253
11
2,546
(41)
1.6%
2,505
44
2,461
51.3p
50.4p
6,906
(2,006)
(2,005 )
(905)
98
2,088
(155)
11
1,944
(431)
22.2%
1,513
69
1,444
30.1p
CER%
6
–
5
26
2
(6)
28
36
£%
3
(4)
2
25
–
(6)
29
27
57
47
>100
>100
>100
>100
5
10
6
9
28
(1)
1
1
1
2
9
3
8
29
(8)
(7)
(7)
(7)
Turnover – Pharmaceuticals and Vaccines
– Consumer Healthcare
Total turnover
Cost of sales
Selling, general and administration
Research and development
Royalty income
Other operating income
Operating profit
Net finance costs
Profit on disposal of interest in associates and joint ventures
Share of after tax profits of associates and joint ventures
Profit before taxation
Taxation
Tax rate %
Profit after taxation for the period
Profit attributable to non-controlling interests
Profit attributable to shareholders
Basic earnings per share (pence)
Diluted earnings per share (pence)
Income statement – core
Total turnover
Cost of sales
Selling, general and administration
Research and development
Royalty income
Operating profit
Net finance costs
Share of after tax profits of associates and joint ventures
Profit before taxation
Taxation
Tax rate %
Profit after taxation for the period
Profit attributable to non-controlling interests
Profit attributable to shareholders
Adjusted earnings per share (pence)
The calculation of core results is described on page 58.
218 GSK Annual Report 2013
Q3 2013
£m
CER%
Q2 2013
£m
CER%
£%
Q1 2013
£m
CER%
£%
5,197
1,313
6,510
(2,111)
(1,984)
(900)
94
(40)
1,569
(181)
–
14
1,402
(392)
28.0%
1,010
41
969
20.0p
19.7p
6,510
(1,878)
(1,876)
(791)
94
2,059
(178)
14
1,895
(446)
23.5%
1,449
49
1,400
28.9p
(7)
(14)
(4)
(12)
(14)
(5)
–
4
1
1
1
1
1
1
2
(6 )
(10)
1
11
12
13
£%
(1)
2
–
1
(11)
(4)
2
(5)
(6)
–
1
(4 )
(9)
2
6
7
8
16
10
(13)
(16)
(26)
(22)
1,288
(12)
(16)
5,309
1,309
6,618
(1,972)
(2,216)
(1,049)
82
(25)
1,438
(186)
29
7
(204)
15.8%
1,084
39
1,045
21.5p
21.2p
6,618
(1,818)
(2,092 )
(847)
82
1,943
(183)
7
1,767
(424)
24.0%
1,343
64
1,279
26.3p
1
2
2
(3)
(2)
12
23
2
3
2
(1)
1
14
24
(14)
(17)
(11)
(14)
2
5
3
(6)
23
–
1
3
4
2
7
6
(4)
24
(2)
(2)
–
1
5,124
1,347
6,471
(1,976)
(2,080)
(904)
113
(44)
1,580
(180)
–
11
1,411
(382)
27.1%
1,029
68
961
19.9p
19.6p
6,471
(1,847)
(1,955 )
(857)
113
1,925
(176)
11
1,760
(394)
22.4%
1,366
68
1,298
26.9p
(2)
(2)
1
9
3
(7)
56
(3)
(3)
–
9
(3)
(7)
57
(29)
(24)
(30)
(25)
(30)
(25)
(2)
8
2
(4)
56
(11)
(3)
7
(5 )
(4)
57
(6)
(12)
(7)
(8)
(3)
(6)
–
An unaudited analysis of the Group results is provided by quarter in Sterling for the financial year 2013.
£m
CER%
£%
£m
CER%
Quarterly trend
Income statement – total
Turnover – Pharmaceuticals and Vaccines
– Consumer Healthcare
Total turnover
Cost of sales
Selling, general and administration
Research and development
Royalty income
Other operating income
Operating profit
Net finance costs
Profit before taxation
Taxation
Tax rate %
Profit after taxation for the period
Profit attributable to non-controlling interests
Profit attributable to shareholders
Basic earnings per share (pence)
Diluted earnings per share (pence)
Profit on disposal of interest in associates and joint ventures
Share of after tax profits of associates and joint ventures
Income statement – core
Total turnover
Cost of sales
Selling, general and administration
Research and development
Royalty income
Operating profit
Net finance costs
Profit before taxation
Taxation
Tax rate %
Share of after tax profits of associates and joint ventures
Profit after taxation for the period
Profit attributable to non-controlling interests
Profit attributable to shareholders
Adjusted earnings per share (pence)
The calculation of core results is described on page 58.
12 months 2013
Q4 2013
Q3 2013
Q2 2013
Q1 2013
4
1
57
47
24
20
2,505
>100
>100
27
23
>100
>100
21,318
5,187
26,505
(8,585)
(8,480)
(3,923)
387
1,124
7,028
(706)
282
43
6,647
(1,019)
15.3%
5,628
192
5,436
112.5p
110.5p
26,505
(7,549)
(7,928 )
(3,400)
387
8,015
(692)
43
7,366
(1,695)
23.0%
5,671
250
5,421
112.2p
1
2
1
8
(3)
(2)
25
(1)
1
6
1
(3)
25
–
–
2
4
–
–
–
8
(4)
(1)
26
(4)
–
6
–
(2)
26
(3)
(2)
(1)
1
5,688
1,218
6,906
(2,526)
(2,200)
(1,070)
98
1,233
2,441
(159)
253
11
2,546
(41)
1.6%
44
2,461
51.3p
50.4p
6,906
(2,006)
(2,005 )
(905)
98
2,088
(155)
11
1,944
(431)
22.2%
1,513
69
1,444
30.1p
6
–
5
26
2
(6)
28
36
5
10
6
9
28
(1)
1
1
1
£%
(4)
3
2
25
–
(6)
29
27
2
9
3
8
29
(8)
(7)
(7)
(7)
CER%
–
4
1
1
(14)
(5)
1
1
1
£%
(1)
2
–
1
(11)
(4)
2
(5)
(6)
(7)
(14)
(4)
(12)
1
2
(6 )
(10)
1
11
12
13
–
1
(4 )
(9)
2
6
7
8
£m
5,197
1,313
6,510
(2,111)
(1,984)
(900)
94
(40)
1,569
(181)
–
14
1,402
(392)
28.0%
1,010
41
969
20.0p
19.7p
6,510
(1,878)
(1,876)
(791)
94
2,059
(178)
14
1,895
(446)
23.5%
1,449
49
1,400
28.9p
16
10
£m
5,309
1,309
6,618
(1,972)
(2,216)
(1,049)
82
(25)
1,438
(186)
29
7
1,288
(204)
15.8%
1,084
39
1,045
21.5p
21.2p
6,618
(1,818)
(2,092 )
(847)
82
1,943
(183)
7
1,767
(424)
24.0%
1,343
64
1,279
26.3p
CER%
1
2
2
(3)
(2)
12
23
£%
2
3
2
(1)
1
14
24
(13)
(16)
(12)
(16)
(14)
(17)
(11)
(14)
2
5
3
(6)
23
–
1
3
4
2
7
6
(4)
24
(2)
(2)
–
1
CER%
(2)
1
(2)
9
3
(7)
56
£%
(3)
–
(3)
9
(3)
(7)
57
(26)
(22)
(29)
(24)
(30)
(25)
(30)
(25)
(2)
8
2
(4)
56
(11)
(3)
7
(5 )
(4)
57
(6)
(12)
(7)
(8)
(3)
£m
5,124
1,347
6,471
(1,976)
(2,080)
(904)
113
(44)
1,580
(180)
–
11
1,411
(382)
27.1%
1,029
68
961
19.9p
19.6p
6,471
(1,847)
(1,955 )
(857)
113
1,925
(176)
11
1,760
(394)
22.4%
1,366
68
1,298
26.9p
(6)
–
GSK Annual Report 2013 219
Investor information
Financial record
Pharmaceuticals and Vaccines turnover by therapeutic area 2013
Total
USA
2012
2013 (restated)
7,291
246
133
779
5,046
145
631
129
81
101
753
126
252
89
243
£m CER%
4
5
(14)
2
4
(10)
2
26
4
4
(6)
(21)
(2)
(4)
(26)
43 >100
1,670
190
610
164
374
84
248
2,431
195
790
133
233
607
473
171
171
1,247
608
639
798
60
130
239
183
186
850
124
87
639
495
135
127
233
(8)
1
(7)
(18)
(16)
14
(5)
(8)
(15)
10
(2)
(7)
(5)
(42)
10
10
–
5
(4)
22
23
46
(13)
80
(9)
(8)
(19)
(17)
(4)
7
21
(16)
12
£m
7,516
249
110
796
5,274
129
642
137
76
103
667
96
224
81
182
84
1,483
188
557
125
285
97
231
2,239
167
857
131
221
584
279
174
174
1,239
630
609
969
75
186
207
331
170
770
98
72
600
495
147
103
245
161
146
15
Therapeutic area/
major products
Respiratory
Avamys/Veramyst
Flixonase/Flonase
Flixotide/Flovent
Seretide/Advair
Serevent
Ventolin
Xyzal
Zyrtec
Other
Anti-virals
Hepsera
Valtrex
Zovirax
Zeffix
Other
Central nervous
system
Imigran/Imitrex
Lamictal
Requip
Seroxat/Paxil
Wellbutrin
Other
Cardiovascular
and urogenital
Arixtra
Avodart
Coreg
Fraxiparine
Lovaza
Other
Metabolic
Other
Anti-bacterials
Augmentin
Other
Oncology and
emesis
Arzerra
Promacta
Tyverb/Tykerb
Votrient
Other
Dermatology
Bactroban
Duac
Other
Rare diseases
Flolan
Volibris
Other
Immuno-
inflammation
Benlysta
Other
Other
pharmaceuticals
Vaccines
Boostrix
Cervarix
Fluarix, FluLaval
Hepatitis
Infanrix, Pediarix
Rotarix
Synflorix
Other
ViiV Healthcare
(HIV)
Growth
£%
2013
2013
£m CER%
7
(29)
(50)
6
8
(2)
4
–
–
Growth
£%
1,907
8
3 3,655
69
(29)
42
1
31
(50)
7
(17)
8
117
2
482
9 1,458
5 2,769
55
–
51
127
5
291
–
–
–
–
–
–
50
100 >100
13
66
–
(2)
57
–
–
–
–
29
29
26
45
19
(67)
(67)
1
12
13
(13)
(13)
6
(2) <(100) <(100)
(11)
2
6
(6)
2
(11)
(24)
(11)
(9)
(25)
95
£m CER%
(3)
8
(6)
(7)
(2)
(17)
(2)
–
–
(9)
(14)
–
(15)
(10)
(25)
25
Europe
Growth
£%
–
11
(3)
(4)
1
(14)
1
–
–
(6)
(11)
–
(12)
(10)
(25)
50
2013
£m CER%
4
877
16
71
(14)
49
7
58
429
4
33
4
2
171
6
18
17
41
–
36
(20)
293
(28)
70
11
40
3
35
(28)
140
60
8
EMAP
Growth
£%
Rest of World
2 1,077
67
23
139
618
19
53
119
35
2013
Growth
£%
£m CER%
(5)
6
8
23
(23)
(7)
(10)
(3)
(5)
6
(30)
(15)
(7)
(4)
5
28
(22)
(7)
100
4 >100
(4)
14
251
(16)
–
26
(25)
(10)
110
(13)
(3)
26
17
(29)
(17)
72 >100 >100
13
(14)
5
3
33
–
13
14
(10)
(19)
(26)
8
–
(26)
60
(11)
(1)
(9)
(24)
(24)
15
(7)
440
80
276
7
–
16
61
(15)
11
(18)
(63)
100
33
(21)
(14)
11
(17)
(63)
100
33
(20)
(8) 1,244
50
312
130
–
581
171
(15)
(16)
(26)
(26)
(2)
(3)
(2)
(2)
–
–
(5)
(4)
(50)
(51)
4 >100 >100
4 >100 >100
35
30
–
–
37
32
27
1
26
(14)
8
(2)
(5)
(4)
(41)
2
2
(1)
4
(5)
21
25
43
(13)
81
(9)
(9)
(21)
(17)
(6)
–
16
(24)
5
380
46
73
55
144
62
140
29
15
96
113
–
25
88
17
18
33
(21)
56
(10)
(40)
(45)
(61)
(32)
(4)
–
(24)
4
18
21
35
(19)
58
(11)
(39)
(43)
(61)
(31)
(3)
–
(24)
5
355
63
110
52
53
51
26
533
84
273
–
138
–
38
42
42
393
203
190
339
27
55
82
130
45
170
24
29
117
129
82
18
29
8
8
–
(11)
(7)
(4)
(33)
(11)
11
(20)
2
(12)
15
–
(8)
–
(8)
41
41
(6)
(3)
(9)
28
29
47
(9)
91
(9)
5
(12)
17
7
1
10
(26)
–
100
100
–
(7)
3
19
11
(21)
(3)
2
49
2
2
–
(8)
(6)
(2)
(32)
(7)
16
(13)
6
(8)
20
–
(5)
–
(5)
45
45
(2)
–
(5)
32
29
53
(6)
97
(2)
8
(8)
21
9
5
12
(22)
7
100
100
–
341
7
78
14
79
30
133
281
28
104
–
83
–
66
68
68
750
393
357
149
–
22
47
37
43
397
38
16
343
48
11
–
37
1
1
–
(2)
369
7 1,124
20
92
43
123
132
164
350
200
4,698
23
15
(19)
1
6
51
7
6
3
7
–
8
–
(4)
7
14
(2)
–
27
–
(6)
–
(26)
9
9
5
11
(1)
18
–
92
(9)
77
2
6
5
38
5
2
22
–
(3)
–
–
–
(3)
1
25
23
(2)
(2)
11
3
1
(14)
1
4
–
4
–
(6)
7
10
(4)
–
24
–
(5)
–
(29)
5
5
2
7
(3)
14
–
83
(13)
68
–
2
(3)
23
2
–
22
–
(5)
–
–
–
(10)
2
25
23
(2)
(4)
10
3
5
(13)
–
347
38
93
52
153
–
11
181
5
168
1
–
3
4
60
60
69
33
36
(8)
(5)
21
15
(23)
–
(38)
18
(13)
20
–
(100)
–
–
(20)
(20)
(15)
(5)
(22)
(22)
(12)
2
(5)
(35)
–
(48)
4
(38)
4
–
(100)
–
–
(31)
(31)
(22)
(13)
(29)
12
27
101
100
100
2
29
50
36
23
(23)
(10)
20 >100 >100
(26)
(26)
20
(19)
(9)
63
(13)
-
7
-
(8)
12
(23)
(11)
44
(1)
17
205
20
40
54
(24)
(9)
60
10
30
91
4 >100 >100
100 >100
3
–
1
–
249
269
20
13
27
45
61
44
7
52
2,876
48
(31)
(9)
(90)
8
(15)
3
(21)
17
27
3
37
(35)
(9)
(90)
8
(18)
–
(29)
17
16
(9)
70
>100 >100
70 >100 >100
–
–
–
148 >100 >100
134 >100 >100
–
14
–
799
3,420
288
172
251
629
862
375
405
438
19,932
786
3,325
238
270
200
646
775
360
385
451
19,887
1,386
21,318
1,374
21,261
6
2
19
(37)
25
(4)
9
5
2
(4)
1
–
1
2
3
21
(36)
26
(3)
11
4
5
(3)
–
1
–
6
978
183
6
146
263
271
108
–
1
7,192
(74)
17
23
–
65
(3)
23
7
–
(100)
1
(68)
175
18 1,049
65
24
61
–
35
66
198
(1)
398
24
59
8
48
–
185
–
5,166
3
CER% represents growth at constant exchange rates. £% represents growth at actual exchange rates.
220 GSK Annual Report 2013
Pharmaceuticals and Vaccines turnover by therapeutic area 2012
2011
2012 (restated)
Total
Growth
£%
USA
Growth
£%
£m
7,291
246
133
779
5,046
145
631
129
81
101
753
126
252
89
243
43
1,670
190
610
164
374
49
84
199
2,431
195
790
133
233
607
175
298
171
6
165
1,247
608
639
798
60
130
239
183
186
850
124
87
639
495
135
127
233
70
70
Therapeutic area/
major products
Respiratory
Avamys/Veramyst
Flixonase/Flonase
Flixotide/Flovent
Seretide/Advair
Serevent
Ventolin
Xyzal
Zyrtec
Other
Anti-virals
Hepsera
Valtrex
Zovirax
Zeffix
Other
Central nervous
system
Imigran/Imitrex
Lamictal
Requip
Seroxat/Paxil
Treximet
Wellbutrin
Other
Cardiovascular
and urogenital
Arixtra
Avodart
Coreg
Fraxiparine
Lovaza
Vesicare
Other
Metabolic
Avandia products
Other
Anti-bacterials
Augmentin
Other
Oncology and
emesis
Arzerra
Promacta
Tyverb/Tykerb
Votrient
Other
Dermatology
Bactroban
Duac
Other
Rare diseases
Flolan
Volibris
Other
Immuno-
inflammation
Benlysta
Other
pharmaceuticals
Vaccines
Boostrix
Cervarix
Fluarix, FluLaval
Hepatitis
Infanrix, Pediarix
Nimenrix
Rotarix
Synflorix
Other
ViiV Healthcare
(HIV)
2012
2012
£m CER%
1
5
(3)
(4)
1
(19)
6
– 3,388
59
2
14
(4)
(4)
448
– 2,533
51
277
–
–
6
57
–
35
3
15
4
£m CER%
1
(6)
100
(1)
1
(19)
14
–
–
(33)
(42)
–
(51)
(73)
27
100
(20)
5
100 >100
(16)
(16)
–
6
(11)
(11)
(1)
(2)
(26)
(25)
(18)
(16)
3
–
43
37
7,298
241
138
813
5,061
182
602
64
96
101
842
127
339
109
237
30
3 1,906
62
(5)
32
100
–
122
2 1,447
64
126
–
–
53
74
–
33
21
16
4
(18)
16
–
–
(33)
(41)
–
(51)
(73)
36
100
£m CER%
(5)
2
(11)
(15)
(4)
(22)
(6)
–
–
4
(23)
–
(27)
(19)
(29)
100
1,721
210
536
218
435
57
85
180
2,454
276
748
155
234
569
126
346
331
123
208
1,390
641
749
683
44
75
231
100
233
898
123
109
666
463
179
97
187
(2)
(8)
14
(22)
(14)
(14)
4
13
–
(27)
7
(15)
4
5
37
(13)
(47)
(94)
(18)
(7)
(1)
(12)
19
36
76
6
88
(19)
(2)
3
(19)
–
8
(25)
35
26
(3)
(10)
14
(25)
(14)
(14)
(1)
11
8
6
510
(12)
(13)
72
20
18
332
(55)
(55)
19
67
100
(1)
(14)
(16)
49
12
(25)
(25)
27 >100 >100
(1) 1,461
68
317
132
–
604
174
166
(12)
(12)
–
20
1
19
321
(29)
6
(14)
–
7
39
(14)
(48)
(95)
(21)
(10)
(5)
(15)
17
36
73
3
83
(20)
(5)
1
(20)
(4)
7
(25)
31
25
38
54
68
91
70
228
51
38
139
117
33
–
84
(5)
(54)
(5)
(15)
–
5
37
(20)
–
–
–
(63)
–
(65)
18
23
66
5
59
(18)
(14)
(2)
(38)
(9)
10
(14)
–
22
(4)
(54)
(4)
(14)
–
7
38
(18)
–
–
–
(63)
–
(65)
20
23
69
6
63
(18)
(13)
–
(37)
(9)
11
(11)
–
24
386
67
112
76
57
–
44
30
504
91
228
–
145
–
–
40
29
–
29
403
202
201
256
21
36
87
66
46
156
26
24
106
123
23
73
27
(15)
(4)
(9)
(29)
(9)
–
4
(39)
1
–
9
–
(4)
–
–
(17)
(49)
–
(52)
(17)
(13)
(20)
11
83
65
(5)
89
(34)
5
–
4
6
(6)
(42)
12
4
Europe
Growth
£%
(10)
(5)
(14)
(19)
(8)
(25)
(11)
–
–
(5)
(27)
–
(31)
(22)
(33)
100
(20)
(9)
(15)
(33)
(14)
–
(2)
(41)
(6)
(6)
2
–
(10)
–
–
(23)
(52)
–
(55)
(21)
(19)
(24)
4
75
57
(10)
78
(39)
–
(7)
–
1
(12)
(47)
6
–
EMAP
Rest of World
2012
2012
Growth
£%
£m CER%
10 1,139
13
858
62
17
24
63
30
16
14
57
154
6
8
55
649
10
12
417
27
–
–
3
7
57
10
171
–
–
16
24
28
36
8
16
40
3
2
360
(1)
(3)
95
(3)
–
37
(5)
(3)
35
7
3
188
5 >100 >100
Growth
£%
£m CER%
3
3
3
2
(33)
(31)
(6)
(6)
4
3
(16)
(13)
(8)
(8)
113 >100 >100
(33)
(34)
(100)
(100)
(12)
(12)
–
–
(19)
(19)
(12)
(9)
(8)
(4)
20
12
45
2
262
31
147
30
24
30
329
7
75
14
84
–
28
121
292
28
84
–
87
–
1
92
65
12
53
735
367
368
131
8
–
7
25
(5)
–
26
15
18
33
26
–
26
–
–
1
10
(33)
27
5
8
2
48
6
–
6
17
(5)
–
22
10
16
33
22
–
24
–
–
1
3
(33)
18
2
4
(1)
42
–
–
–
12 >100 >100
54
29
36
22 >100 >100
13
11
43
1
7
388
11
17
39
–
8
13
1
6
336
17
20
48
–
–
–
80
80
9
8
11
39
445
44
91
55
234
–
–
21
174
8
161
1
1
3
–
–
89
6
83
89
38
51
90
1
28
30
4
27
78
8
12
58
207
79
45
83
1
1
(3)
(6)
58
8
(19)
–
–
31
23
(27)
28
–
(50)
–
–
–
(24)
(59)
(18)
(12)
(10)
(14)
15
(100)
87
7
–
(21)
(19)
(11)
–
(23)
16
(21)
96
50
–
–
(2)
(6)
60
8
(18)
–
–
31
23
(27)
29
–
(50)
50
–
–
(24)
(65)
(17)
(11)
(7)
(14)
15
–
87
7
–
(21)
(19)
(11)
–
(23)
16
(20)
96
48
–
–
179
412
22
136
25
55
61
–
(6)
(7)
(29)
(29)
(19)
(19)
(61)
(61)
4
8
(4)
(11)
9
9
–
–
62 >100 >100
–
–
2
7
(5)
(6)
6
45
3,165
15 >100 >100
15 >100 >100
65 >100 >100
65 >100 >100
4 >100 >100
4 >100 >100
–
–
786
3,325
238
270
200
646
775
1
360
385
450
908
3,497
192
506
230
688
690
–
300
350
541
19,887 20,500
1,374
1,569
21,261 22,069
(9)
(2)
25
(46)
(11)
(5)
17
–
21
17
(13)
(1)
(10)
(2)
(13)
(5)
24
(47)
(13)
(6)
12
–
20
10
(17)
(3)
(12)
(4)
19
826
147
6
88
266
218
–
100
–
1
7,000
25
–
35
(25)
(35)
(10)
32
–
(11)
–
–
(2)
19
1
36
(25)
(33)
(9)
34
–
(9)
–
–
–
180
980
53
53
43
197
376
1
39
45
173
5,001
(23)
(4)
17
(2)
15
(8)
–
–
2
(8)
(18)
(7)
(32)
408
(10) 1,107
16
10
75
(9)
44
8
128
(13)
120
(7)
–
–
159
(5)
334
(13)
(22)
231
(12) 4,721
–
–
(2)
14
78
(19)
35
21
85
–
25
22
(12)
10
–
–
(7)
9
78
(20)
29
15
76
–
23
14
(16)
6
CER% represents growth at constant exchange rates. £% represents growth at actual exchange rates.
GSK Annual Report 2013 221
Investor information
Financial record
ViiV Healthcare turnover
Therapeutic area/
major products
Combivir
Epivir
Epzicom/Kivexa
Selzentry
Trizivir
Other
2012
2013 (restated)
£m
116
43
763
143
97
224
1,386
£m CER%
(36)
179
(10)
49
14
665
10
128
(10)
107
(10)
246
–
1,374
Therapeutic area/
major products
Combivir
Epivir
Epzicom/Kivexa
Lexiva
Selzentry
Trizivir
Other
2011
2012 (restated)
£m
179
49
665
127
128
107
119
1,374
£m CER%
(43)
322
(54)
110
10
617
(9)
142
20
110
(13)
126
(16)
142
(10)
1,569
Five year record
Total
Growth
£%
(35)
(12)
15
12
(9)
(9)
1
Total
Growth
£%
(44)
(55)
8
(11)
16
(15)
(16)
(12)
USA
Growth
£%
48
27
10
2
(4)
(4)
6
USA
Growth
£%
(81)
(81)
6
(8)
26
(10)
(24)
(21)
2013
£m CER%
35
46
10
25
269
9
58
1
58
(6)
122
(5)
552
5
2012
£m CER%
(81)
24
(81)
8
4
243
(9)
68
25
57
(11)
61
(24)
59
(22)
520
Europe
Growth
£%
(39)
(26)
15
13
(14)
(19)
–
Europe
Growth
£%
(31)
(35)
5
(26)
9
(25)
(13)
(9)
2013
£m CER%
39
(41)
16
(29)
328
11
63
8
32
(17)
48
(22)
526
(3)
2012
£m CER%
(27)
64
(31)
21
11
285
(20)
33
16
56
(21)
37
(10)
27
(3)
523
EMAP
Rest of World
2013
£m CER%
35
(56)
11
(5)
78
38
6
67
4
(26)
37
(7)
171
(12)
Growth
£%
(56)
(5)
37
60
(30)
(8)
(14)
2013
£m CER%
(36)
(2)
22
47
1
(9)
12
7
6
88
16
3
17
137
Growth
£%
(42)
(22)
12
40
(18)
(10)
3
EMAP
Rest of World
2012
£m CER%
(2)
79
(55)
12
37
57
25
19
9
4
4
5
5
22
3
198
Growth
£%
(5)
(56)
34
21
2
(1)
5
–
2012
£m CER%
(42)
12
(23)
8
10
80
(14)
7
30
11
25
4
(17)
11
(2)
133
Growth
£%
(37)
(38)
11
–
10
–
(8)
(3)
A record of financial performance is provided, analysed in accordance with current reporting practice. The information included in the Five
year record is prepared in accordance with IFRS as adopted by the European Union and also with IFRS as issued by the International
Accounting Standards Board.
2013
£m
17,898
3,420
21,318
5,187
26,505
8,730
7,511
6,746
1,890
1,628
26,505
7,192
5,166
4,698
1,657
1,386
1,219
21,318
5,187
26,505
2012
(restated)
£m
17,936
3,325
21,261
5,170
26,431
8,476
7,326
6,788
2,225
1,616
26,431
7,000
5,001
4,721
1,969
1,374
1,196
21,261
5,170
26,431
2011
(restated)
£m
18,572
3,497
22,069
5,318
27,387
8,696
8,276
6,407
2,318
1,690
27,387
7,022
5,700
4,441
2,082
1,569
1,255
22,069
5,318
27,387
2010
(restated)
£m
18,958
4,326
23,284
5,108
28,392
9,346
9,097
6,078
2,155
1,716
28,392
7,629
6,479
4,347
1,959
1,566
1,304
23,284
5,108
28,392
2009
(restated)
£m
19,947
3,706
23,653
4,715
28,368
10,316
9,702
5,024
1,782
1,544
28,368
8,571
7,063
3,615
1,605
1,605
1,194
23,653
4,715
28,368
Turnover by division
Pharmaceuticals
Vaccines
Pharmaceuticals and Vaccines
Consumer Healthcare
Group turnover by geographic region
USA
Europe
EMAP
Japan
Other
Group turnover by segment
USA
Europe
EMAP
Japan
ViiV Healthcare (HIV)
Other trading and unallocated pharmaceuticals
Pharmaceuticals and Vaccines
Consumer Healthcare
222 GSK Annual Report 2013
Five year record continued
Pharmaceuticals and Vaccines turnover by therapeutic area
Respiratory
Anti-virals
Central nervous system
Cardiovascular and urogenital
Metabolic
Anti-bacterials
Oncology and emesis
Dermatology
Rare diseases
Immuno-inflammation
Other pharmaceuticals
Vaccines
ViiV Healthcare (HIV)
Consumer Healthcare turnover
Total wellness
Oral care
Nutrition
Skin health
Financial results – total
Turnover
Operating profit
Profit before taxation
Profit after taxation
Basic earnings per share
Diluted earnings per share
Financial results – core
Turnover
Operating profit
Profit before taxation
Profit after taxation
Core earnings per share
Core diluted earnings per share
Weighted average number of shares in issue:
Basic
Diluted
Return on capital employed
2013
£m
7,516
667
1,483
2,239
174
1,239
969
770
495
161
799
3,420
1,386
21,318
1,935
1,884
1,096
272
5,187
2013
£m
26,505
7,028
6,647
5,628
pence
112.5
110.5
2013
£m
26,505
8,015
7,366
5,671
pence
112.2
110.2
2012
(restated)
£m
7,291
753
1,670
2,431
171
1,247
798
850
495
70
786
3,325
1,374
21,261
2,057
1,806
1,050
257
5,170
2012
(restated)
£m
26,431
7,300
6,600
4,678
2011
(restated)
£m
7,298
842
1,721
2,454
331
1,390
683
898
463
15
908
3,497
1,569
22,069
2,310
1,722
1,025
261
5,318
2011
(restated)
£m
27,387
7,734
7,625
5,405
2010
(restated)
£m
7,238
1,167
1,753
2,314
647
1,396
679
849
408
–
941
4,326
1,566
23,284
2,217
1,596
953
342
5,108
2010
(restated)
£m
28,392
3,715
3,089
1,806
2009
(restated)
£m
6,977
2,474
1,870
2,077
1,151
1,457
620
547
364
–
805
3,706
1,605
23,653
2,172
1,479
851
213
4,715
2009
(restated)
£m
28,368
8,408
7,874
5,657
pence
91.6
90.2
pence
103.6
102.1
pence
31.2
30.9
pence
108.9
108.0
2012
(restated)
£m
26,431
8,238
7,543
5,705
2011
(restated)
£m
27,387
8,730
8,038
5,954
pence
111.4
109.7
pence
114.5
112.9
2013
millions
2012
millions
2011
millions
2010
millions
2009
millions
4,831
4,919
4,912
4,989
5,028
5,099
5,085
5,128
5,069
5,108
%
91.4
%
(restated)
84.9
%
(restated)
82.3
%
(restated)
30.2
%
(restated)
82.9
Return on capital employed is calculated as total profit before taxation as a percentage of average net assets over the year.
GSK Annual Report 2013 223
Investor information
Financial record
Five year record continued
Balance sheet
Non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Non-controlling interests
Total equity
Number of employees
USA
Europe
EMAP
Japan
Other
Manufacturing
Selling
Administration
Research and development
2013
£m
26,859
15,227
42,086
(13,677)
(20,597)
(34,274)
7,812
6,997
815
7,812
2013
16,530
38,367
37,747
3,531
3,276
99,451
31,502
45,397
10,232
12,320
99,451
2012
(restated)
£m
27,789
13,692
41,481
(13,815)
(20,929)
(34,744)
2011
(restated)
£m
24,921
16,167
41,088
(15,010)
(17,264)
(32,274)
2010
(restated)
£m
26,207
16,036
42,243
(12,794)
(19,724)
(32,518)
2009
(restated)
£m
25,307
17,570
42,877
(12,118)
(20,041)
(32,159)
6,737
8,814
9,725
10,718
5,800
937
6,737
8,019
795
8,814
8,867
858
9,725
9,981
737
10,718
2012
17,201
38,788
36,738
3,515
3,246
99,488
31,369
45,601
9,607
12,911
99,488
2011
16,707
38,696
35,080
3,573
3,333
97,389
30,664
45,155
8,883
12,687
97,389
2010
17,555
39,910
31,992
3,461
3,543
96,461
30,611
43,918
8,850
13,082
96,461
2009
22,594
42,048
28,327
3,264
3,680
99,913
31,162
44,621
9,405
14,725
99,913
The geographic distribution of employees in the table above is based on the location of GSK’s subsidiary companies. The number of
employees is the number of permanent employed staff at the end of the financial period. It excludes those employees who are employed and
managed by GSK on a contract basis.
Exchange rates
As a guide to holders of ADS, the following tables set out, for the periods indicated, information on the exchange rate of US dollars for Sterling
as reported by the Bank of England (4pm buying rate).
Average
2013
1.56
2012
1.59
The average rate for the year is calculated as the average of the 4pm buying rates for each day of the year.
High
Low
The 4pm buying rate on 21 February 2014 was £1= US$1.67.
2014
Feb
1.67
1.63
2014
Jan
1.66
1.63
2013
Dec
1.65
1.62
2011
1.60
2013
Nov
1.64
1.59
2010
1.55
2013
Oct
1.62
1.59
2009
1.56
2013
Sep
1.62
1.55
224 GSK Annual Report 2013
Pipeline, products and competition
Pharmaceuticals and Vaccines product development pipeline
Key
†
S
A
In-licence or other alliance relationship with third party
Month of first submission
Month of first regulatory approval (for MAA, this is the first EU
approval letter)
Biological Licence Application
Marketing Authorisation Application (Europe)
New Drug Application (USA)
BLA
MAA
NDA
Phase I Evaluation of clinical pharmacology, usually conducted in volunteers
Phase II Determination of dose and initial evaluation of efficacy, conducted in a
small number of patients
Phase III Large comparative study (compound versus placebo and/or established
PO
treatment) in patients to establish clinical benefit and safety
Month of EU Positive Opinion
MAA and NDA/BLA regulatory review milestones shown in the table below are those that have been achieved. Future filing dates are not included in this list.
Compound
Respiratory
2126458
2256294
2269557
2793660
2862277
danirixin (1325756)
fluticasone furoate
+ vilanterol†
+ umeclidinium
961081†
2245035
2339345
2586881†
fluticasone furoate
+ umeclidinium
losmapimod
mepolizumab
mepolizumab
Relvar/Breo Ellipta
(vilanterol†
+ fluticasone furoate)
vilanterol†
fluticasone furoate
Incruse Ellipta*
(umeclidinium)
Anoro Ellipta
(umeclidinium
+ vilanterol†)
Relvar/Breo Ellipta
(vilanterol†
+ fluticasone furoate)
Relvar/Breo Ellipta
(vilanterol†
+ fluticasone furoate)
Paediatric Vaccines
RSV
RSV
S. pneumoniae next
generation†
MMR
Mosquirix
(Malaria RTS,S)†
Nimenrix
(MenACWY-TT)
Other Vaccines
HIV†
NTHi†
Hepatitis C
HIV†
Tuberculosis†
Zoster†
Flu (pre-) pandemic
Flu vaccine
Type
Indication
Phase
MAA
Achieved regulatory
review milestones
NDA/BLA
idiopathic pulmonary fibrosis
phosphoinositide 3 kinase inhibitor
COPD
soluble epoxide hydrolase inhibitor
asthma & COPD
phosphoinositide 3 kinase inhibitor
bronchiectasis
cathepsin C inhibitor
acute lung injury
tumour necrosis factor receptor-1 domain antibody
COPD
CXCR2 chemokine receptor antagonist
glucocorticoid agonist + long-acting beta2 agonist COPD
+ muscarinic acetylcholine antagonist
muscarinic acetylcholine antagonist, beta2 agonist
toll-like receptor 7 agonist
sodium channel blocker
recombinant human angiotensin converting enzyme 2 acute lung injury
glucocorticoid agonist + muscarinic acetylcholine
antagonist
p38 kinase inhibitor (oral)
IL5 monoclonal antibody
IL5 monoclonal antibody
COPD
asthma
cough
asthma
COPD (also acute coronary syndrome)
nasal polyposis
severe asthma (also eosinophilic granulomatosis
with polyangiitis)
long-acting beta2 agonist + glucocorticoid agonist COPD – mortality outcomes
I
I
I
I
I
I
I
II
II
II
II
II
II
II
III
III
long-acting beta2 agonist
glucocorticoid agonist
muscarinic acetylcholine antagonist
COPD
asthma
COPD (also hyperhidrosis)
muscarinic acetylcholine antagonist + long-acting
beta2 agonist
COPD
III
Submitted
Submitted
S: Oct13
PO: Feb14 S: Apr13
Approved
PO: Feb14 A: Dec13
long-acting beta2 agonist + glucocorticoid agonist
asthma
Approved
A: Nov13
long-acting beta2 agonist + glucocorticoid agonist COPD
Approved
A: Nov13
A:May13
recombinant
recombinant viral vector
recombinant – conjugated
live attenuated
recombinant
conjugated
respiratory syncytial virus prophylaxis
(maternal immunisation)
respiratory syncytial virus prophylaxis
Streptococcus pneumoniae disease prophylaxis
I
I
II
measles, mumps, rubella prophylaxis
malaria prophylaxis (Plasmodium falciparum)
III (US)
III
A: Nov 97
N/A
Neisseria meningitis groups A, C, W & Y
disease prophylaxis
Approved
(II, US)
A: Apr12
recombinant
recombinant
recombinant viral vector
recombinant
recombinant
recombinant
H5N1 inactivated split – monovalent (Quebec)
inactivated split – quadrivalent
HIV disease prophylaxis
non-typeable Haemophilus influenzae prophylaxis
hepatitis C virus prophylaxis
HIV disease immunotherapy
tuberculosis prophylaxis
Herpes Zoster prophylaxis
pre-pandemic & pandemic influenza prophylaxis
seasonal influenza prophylaxis
I
I
II
II
II
III
Approved
Approved
N/A
A: Feb13
A: Nov13
A: Dec12
* The use of the brand name is not approved by any regulatory authorities
GSK Annual Report 2013 225
Investor information
Pipeline, products and competition
Pharmaceuticals and Vaccines product development pipeline continued
Type
recombinant
recombinant
Compound
Antigen-Specific Cancer Immunotherapeutic
PRAME
immunotherapeutic†
MAGE-A3
immunotherapeutic†
WT1 immunotherapeutic
MAGE-A3
immunotherapeutic†
MAGE-A3
immunotherapeutic†
HIV (ViiV Healthcare)
1265744
recombinant
recombinant
recombinant
HIV integrase inhibitor (long-acting
parenteral formulation)
HIV integrase inhibitor + reverse
transcriptase inhibitors (fixed dose
combination)
HIV integrase inhibitor
Indication
Phase
MAA
Achieved regulatory
review milestones
NDA/BLA
treatment of resectable non-small cell lung cancer
treatment of bladder cancer
treatment of breast cancer
treatment of melanoma
treatment of non-small cell lung cancer
HIV infections
II
II
II
III
III
II
HIV infections - fixed dose combination
Submitted S:Oct13
S:Oct13
HIV infections
Approved
A: Jan14
A: Aug13
bromodomain inhibitor
AKT protein kinase inhibitor
+ MEK1/2 inhibitor
focal adhesion kinase inhibitor
phosphatidylinositol 3-kinase inhibitor
ErbB3 monoclonal antibody
fibroblast growth factor ligand trap
AKT protein kinase inhibitor
multi-kinase angiogenesis inhibitor
+ PD-1 monoclonal antibody
AKT protein kinase inhibitor
mesenchymal-epithelial transition factor
(C-met) kinase inhibitor
MEK1/2 inhibitor + BRAF protein kinase
inhibitor + human anti-EGFR
monoclonal antibody
thrombopoietin receptor agonist
NUT gene midline carcinoma
cancer
cancer
cancer
cancer
cancer
multiple myeloma
renal cell cancer
ovarian cancer
non-small cell lung cancer
colorectal cancer
acute myeloid leukaemia
thrombopoietin receptor agonist
aplastic anaemia
thrombopoietin receptor agonist
myelodysplastic syndromes
I
I
I
I
I
I
I
I
II
II
II
II
II
II
II
III
III
III
III
III
non-small cell lung cancer
chronic lymphocytic leukaemia, use in relapsed patients
diffuse large B cell lymphoma (relapsed patients)
follicular lymphoma (refractory & relapsed patients)
metastatic melanoma, adjuvant therapy
breast cancer, neo-adjuvant & adjuvant therapy
BRAF protein kinase inhibitor
CD20 human monoclonal antibody
CD20 human monoclonal antibody
CD20 human monoclonal antibody
MEK1/2 inhibitor + BRAF protein kinase
inhibitor
human epidermal growth factor receptor-2
(Her2) and epidermal growth factor
receptor (EGFR) dual kinase inhibitor
multi-kinase angiogenesis inhibitor
CD20 human monoclonal antibody
multi-kinase angiogenesis inhibitor
MEK1/2 inhibitor
MEK1/2 inhibitor + BRAF protein kinase
inhibitor
thrombopoietin receptor agonist
renal cell cancer, adjuvant therapy
chronic lymphocytic leukaemia, first line therapy
ovarian cancer, maintenance therapy
metastatic melanoma
metastatic melanoma
III
Submitted S: Oct13
Submitted S: Aug13
S: Feb13
Approved
S: Feb13
Approved
S: Oct13
A: May13
A:Jan14
hepatitis C induced thrombocytopaenia
Approved
A: Sep13
A: Nov12
BRAF protein kinase inhibitor
Her2 and EGFR dual kinase inhibitor
metastatic melanoma
Approved
metastatic breast cancer, in combination with trastuzumab Approved
A:Aug13
A: Jul13
A:May13
dolutegravir + abacavir
sulphate + lamivudine
Tivicay (dolutegravir)
Oncology
525762
2141795 + trametinib†
2256098
2636771
2849330
3052230†
afuresertib (2110183)
Votrient (pazopanib)
+ MK-3475†
afuresertib (2110183)
foretinib†
Mekinist (trametinib)†
+ Tafinlar (dabrafenib)
+ panitumumab†
Revolade/Promacta
(eltrombopag)†
Revolade/Promacta
(eltrombopag)†
Revolade/Promacta
(eltrombopag)†
Tafinlar (dabrafenib)
Arzerra (ofatumumab)†
Arzerra (ofatumumab)†
Arzerra (ofatumumab)†
Mekinist (trametinib)†
+ Tafinlar (dabrafenib)
Tyverb/Tykerb (lapatinib)
Votrient (pazopanib)
Arzerra (ofatumumab)†
Votrient (pazopanib)
Mekinist (trametinib)†
Mekinist (trametinib)†
+ Tafinlar (dabrafenib)
Revolade/Promacta
(eltrombopag)†
Tafinlar (dabrafenib)
Tyverb/Tykerb (lapatinib)
226 GSK Annual Report 2013
Pharmaceuticals and Vaccines product development pipeline continued
Compound
Type
Cardiovascular & Metabolic
1278863
2881078
1278863
prolyl hydroxylase inhibitor (topical)
selective androgen receptor modulator
prolyl hydroxylase inhibitor
2330672
camicinal
losmapimod
retosiban
darapladib
Eperzan (albiglutide)
Immuno-inflammation
2586184†
2618960
3117391†
2586184†
3196165 (MOR103)†
belimumab
Benlysta (belimumab)
Benlysta (belimumab)
sirukumab†
Rare Diseases
2398852†
2696274†
2696275†
ozanezumab
2696273†
ileal bile acid transport inhibitor
motilin receptor agonist
p38 kinase inhibitor
oxytocin antagonist
Lp-PLA2 inhibitor
GLP 1 agonist
Janus kinase 1 (JAK1) inhibitor
IL7 receptor monoclonal antibody
macrophage targeted histone deacetylase
inhibitor
Janus kinase 1 (JAK1) inhibitor
granulocyte macrophage colony-
stimulating factor monoclonal antibody
B lymphocyte stimulator monoclonal
antibody (i.v.)
B lymphocyte stimulator monoclonal
antibody (s.c.)
B lymphocyte stimulator monoclonal
antibody (i.v.)
IL6 human monoclonal antibody (s.c.)
SAP monoclonal antibody
ex-vivo stem cell gene therapy
ex-vivo stem cell gene therapy
neurite outgrowth inhibitor (NOGO-A)
monoclonal antibody
ex-vivo stem cell gene therapy
mepolizumab
IL5 monoclonal antibody (s.c.)
Volibris (ambrisentan)†
Infectious Diseases
2838232
2878175
1322322
2140944
tafenoquine†
Relenza i.v. (zanamivir)†
Neurosciences
2647544
239512
249320
belimumab
ofatumumab†
rilapladib
endothelin A antagonist
antiviral maturation inhibitor
NS5B polymerase inhibitor
polypeptide deformylase inhibitor
type 2 topoisomerase inhibitor
8-aminoquinoline
neuraminidase inhibitor (i.v.)
Lp-PLA2 inhibitor
H3 receptor antagonist
myelin-associated glycoprotein monoclonal
antibody
B lymphocyte stimulator monoclonal
antibody (i.v.)
CD20 human monoclonal antibody (s.c.)
Lp-PLA2 inhibitor
Indication
Phase
MAA
NDA/BLA
Achieved regulatory
review milestones
wound healing
heart failure
anaemia associated with chronic renal disease
& peri-operative risk reduction
type 2 diabetes
delayed gastric emptying
acute coronary syndrome (also COPD)
threatened pre-term labour
atherosclerosis (also diabetic macular oedema)
type 2 diabetes
ulcerative colitis
autoimmune disease
rheumatoid arthritis
systemic lupus erythematosus (also psoriasis)
rheumatoid arthritis
transplant rejection (also myaesthenia gravis)
systemic lupus erythematosus
vasculitis
rheumatoid arthritis
amyloidosis
metachromatic leukodystrophy
Wiscott-Aldrich syndrome
amyotrophic lateral sclerosis
adenosine deaminase severe combined immune
deficiency (ADA-SCID)
eosinophilic granulomatosis with polyangiitis
(also severe asthma)
chronic thromboembolic pulmonary hypertension
HIV infections
hepatitis C
bacterial infections
bacterial infections
Plasmodium vivax malaria
influenza
Alzheimer's disease
multiple sclerosis
stroke
myaesthenia gravis (also transplant rejection)
multiple sclerosis (also pemphigus vulgaris)
Alzheimer's disease
I
I
II
II
II
II
II
III
Submitted PO: Jan14 S: Jan13
I
I
I
II
II
II
III
III
III
I
II
II
II
III
III
III
I
I
II
II
II
III
I
II
II
II
II
II
GSK Annual Report 2013 227
Investor information
Pipeline, products and competition
Pharmaceuticals and Vaccines product development pipeline continued
Compound
Ophthalmology
933776
darapladib
Dermatology
1940029
umeclidinium
2586184†
2894512†
ofatumumab†
Toctino (alitretinoin)†
Duac low dose
Type
Indication
Phase
MAA
NDA/BLA
Achieved regulatory
review milestones
beta amyloid monoclonal antibody
Lp-PLA2 inhibitor
geographic retinal atrophy
diabetic macular oedema (also atherosclerosis)
II
II
stearoyl CoA desaturase 1 inhibitor (topical)
muscarinic acetylcholine antagonist (topical)
Janus kinase 1 (JAK1) inhibitor
non-steroidal anti-inflammatory
CD20 human monoclonal antibody (s.c.)
retinoic acid receptor modulator
clindamycin/benzoyl peroxide gel
acne vulgaris
hyperhidrosis (also COPD)
psoriasis (also lupus)
atopic dermatitis & psoriasis
pemphigus vulgaris (also multiple sclerosis)
chronic hand eczema
acne vulgaris
I
I
II
II
II
III
N/A
Approved A: Mar13 N/A
Brand names appearing in italics are trademarks either owned by and/or licensed to GlaxoSmithKline or associated companies.
Option-based alliances with third parties that include assets in phase I and phase II development:
Company
Cancer Research UK
Dynavax Technologies
ISIS Pharmaceuticals
OncoMed Pharmaceuticals
Shionogi
* Two assets
Disease Area
cancer
cutaneous & systemic lupus erythematosus
transthyretin-mediated amyloidosis
hepatitis B
oncology
bacterial infection
Phase
I
II
II/III
I
I/II*
I
228 GSK Annual Report 2013
Patent expiry dates
USA
2025
(NCE)
2016-2029
(device)
20211
2016
(Diskus device)
2013-2025
(HFA-device/
formulation)
2022
(NCE)
2016-2029
(device)
2016
(Diskus device)
2013-2025
(HFA-device/
formulation)
2016
(Diskus device)
2015-2025
(HFA-device/
formulation)
expired
expired
2014
(use)
EU
2025
(NCE)
2016-2029
(device)
2023
expired
(Diskus device)
2017
(HFA-device/
formulation)
2022
(NCE)
2016-2029
(device)
expired
(Diskus device)
2017
(HFA-device/
formulation)
expired
(Diskus device)
2019
(HFA-device/
formulation)
2012-2017
(HFA-device/
formulation)
2014
expired
expired
(use)
expired
expired
expired
expired
Pharmaceutical products, competition and intellectual property
Products
Respiratory
Anoro Ellipta
Compounds
Indication(s)
umeclidinium bromide/
vilanterol terfenatate
COPD
Major
competitor brands
Spiriva, Onbrez
Avamys/Veramyst
Flixotide/Flovent
fluticasone furoate
fluticasone propionate
rhinitis
asthma/COPD
Nasonex
Qvar, Singulair
Relvar/Breo
Ellipta
fluticasone furoate/
vilanterol terfenatate
asthma/COPD
(US – COPD only)
Symbicort, Foster,
Flutiform, Dulera
Seretide/Advair*
salmeterol xinafoate/
fluticasone propionate
asthma/COPD
Symbicort, Foster,
Flutiform, Dulera
Serevent
salmeterol xinafoate
asthma/COPD
Foradil, Spiriva,
Onbrez
Ventolin HFA
albuterol sulphate
asthma/COPD
generic companies
Anti-virals
Relenza
Valtrex
zanamivir
valaciclovir
Zeffix/Epivir-HBV
lamivudine
Central nervous system
Lamictal
Imigran/Imitrex
Requip XL
Seroxat/Paxil
lamotrigine
sumatriptan
ropinirole
paroxetine
Cardiovascular and urogenital
Avodart
dutasteride
Coreg CR
carvedilol phosphate
Lovaza
omega-3 acid ethyl esters
influenza
genital herpes, coldsores,
shingles
chronic hepatitis B
Tamiflu
Famvir
Hepsera
epilepsy, bipolar disorder
migraine
Parkinson’s disease
depression, various
anxiety disorders
expired
Keppra, Dilantin
Zomig, Maxalt, Relpax expired
expired
Mirapex
Effexor, Cymbalta,
expired
Lexapro
benign prostatic hyperplasia
mild-to-severe heart failure,
hypertension, left ventricular
dysfunction post MI
very high triglycerides
Proscar, Flomax,
finasteride
Toprol XL
20151
2017
2016†
(formulation)
NA
NA
Tricor
expired
* See ’Risk factors’ on page 233 for details of uncertainty on the timing of follow-on competition.
† Generic competition possible in 2014.
1 See Note 44 to the financial statements, ‘Legal proceedings’.
GSK Annual Report 2013 229
Investor information
Pipeline, products and competition
Pharmaceutical products, competition and intellectual property continued
Compounds
Indication(s)
competitor brands
USA
EU
Major
Patent expiry dates
amoxicillin/clavulanate
potassium
common bacterial
infections
generic products
NA
expired
Products
Anti-bacterials
Augmentin
Oncology
Arzerra
Mekinist
Promacta/
Revolade
ofatumumab
trametinib
eltrombopag
Tafinlar
Tykerb/Tyverb
dabrafenib mesylate
lapatanib
Votrient
pazopanib
MabThera/Rituxan,
Imbruvica
Yervoy, Zelboraf
MabThera/Rituxan
refractory chronic
lymphocytic leukaemia
metastatic melanoma
idiopathic thrombocytopenic Nplate,
purpura, Hepatitis C
associated thrombocytopenia
metastatic melanoma
advanced and metastatic
breast cancer in HER2
positive patients
soft tissue sarcoma
metastatic renal cell
carcinoma
Yervoy, Zelboraf
Herceptin,
Kadcyla
Yondelis, Sutent,
Nexavar, Afinitor
2030
2025
2022
2030
2020
2023
NA
2025
not yet granted
2023
2023
2025
Rare diseases
Volibris
ambrisentan
pulmonary hypertension
Tracleer, Revatio
NA
Immuno-inflammation
Benlysta
belimumab
systemic lupus erythematosus
Adacel
booster vaccination
diphtheria, tetanus, acellular
pertussis
diphtheria, tetanus, pertussis, diphtheria, tetanus, pertussis, Pentacel, Pediacel,
polio, hepatitis B
polio, hepatitis B,
Haemophilus influenzae
Haemophilus influenzae
type B
type B
human papilloma virus
HPV 16 & 18 virus like
type 16 and 18
particles (VLPs), AS04
adjuvant (MPL + aluminium
hydroxide)
split inactivated influenza
virus subtypes A and
subtype B antigens
Pentaxim, Pentavac,
Hexaxim
seasonal influenza
Gardasil (Silgard)
2020
2021
2017
2014
2023
2017
2017
2020
2020
2022
2022
2022
2022
none
none
Vaxigrip, Mutagrip,
Fluzone, Influvac,
Aggripal, Fluad,
Intenza, Flumist
Intenza, Flumist QIV,
Vaxigrip QIV,
Fluzone QIV,
Fluzone High Dose
Vaxigrip, Mutagrip,
Fluzone, Influvac,
Aggripal, Fluad,
Intenza, Flumist
Focetria, Celvapan,
2014
2014
Aflunov, Vepacel
2014
2014
Prevenar (Prevnar)
NA
2021
split inactivated influenza
virus subtypes A and
subtype B antigens
split inactivated influenza
virus subtypes A and
subtype B antigens
derived split inactivated
influenza virus antigen,
AS03 adjuvant
derived split inactivated
influenza virus antigen,
AS03 adjuvant
conjugated pneumococcal
polysaccharide
seasonal influenza
seasonal influenza
A(H1N1)v2009 influenza
prophylaxis
pandemic H5N1
influenza prophylaxis
invasive pneumococcal
disease, pneumonia
acute otitis media
Vaccines
Boostrix
Infanrix/Pediarix
Cervarix
Fluarix
Fluarix Tetra
FluLaval
Pandemrix
Prepandrix
Synflorix
230 GSK Annual Report 2013
Pharmaceutical products, competition and intellectual property continued
Compounds
Indication(s)
competitor brands
USA
EU
Major
Patent expiry dates
Products
HIV
Combivir
lamivudine and zidovudine
HIV/AIDS
Epivir
lamivudine
HIV/AIDS
Epzicom/Kivexa
lamivudine and abacavir
HIV/AIDS
Lexiva
fosamprenavir
Selzentry
maraviroc
Tivicay
Trizivir
dolutegravir
lamivudine, zidovudine
and abacavir
2 Generic competition commenced in 2014
HIV/AIDS
HIV/AIDS
HIV/AIDS
HIV/AIDS
Truvada, Atripla
Stribild
Complera/Eviplera
Truvada, Atripla
Stribild
Complera/Eviplera
Truvada, Atripla
Stribild
Complera/Eviplera
Prezista, Kaletra,
Reyataz
Isentress, Intelence,
Prezista
Isentress, Prezista
Reyataz, Kaletra
Truvada, Atripla
Stribild
Complera/Eviplera
expired
(combination)
expired
(combination)
expired
expired
20161
(combination)
2019
(combination)
20171
2021
2027
2019
2022
2026
20161,2
(combination)
2016
(combination)
Markets
Competition
NicoDerm,
NiQuitin CQ,
and Nicabate.
Also Nicorette
(US only)
ENO
Tums
Oral care
Sensodyne
Polident
Poligrip
Corega
Aquafresh
Consumer Healthcare products and competition
Brand
Total wellness
Panadol
tablets, caplets, infant drops
Application
Products
gum, patch, mini lozenge,
original lozenge
paracetamol-based treatment global except USA
of headache and joint pain,
fever, cold symptoms
treatment of nicotine
withdrawal as an aid to
quitting smoking
global
effervescent and
chewable tablets
rapid relief antacid
global
toothpastes, toothbrushes
mouthwashes
denture adhesive, denture
cleanser
toothpastes, toothbrushes
mouthwashes
prevention of dental
sensitivity
improve comfort of
fitted dentures and to
clean dentures
prevention of caries, gum
disease and bad breath
help stop bleeding gums
gum health
global
global
global
global
Parodontax
toothpastes, mouthwashes
Nutrition
Horlicks
Maxinutrition
Skin health
Physiogel
malted, milk-based drinks
and foods
sports nutrition, protein
powder, bars
nutrition
nutrition
UK, Ireland, India
UK
moisturising, creams,
lotions and cleansers
face and body care for dry,
sensitive and irritated skin
Germany, France, Italy,
Poland, Spain
Oilatum
emollient bath and creams,
shampoo
soothing treatment for eczema UK, Poland,
other markets
and dry skin conditions
Reckitt-Benckiser’s Nurofen
Novartis’ Nicotinell
Johnson & Johnson’s
Nicorette in Europe
retailers’ own brands
Hypermarcas’ Estomazil
Pfizer’s Gelusil
Sanofi’s Rolaids
Johnson & Johnson’s Mylanta
Colgate-Palmolive’s
Colgate Pro Relief
Procter & Gamble’s Fixodent
Reckitt-Benckiser’s Kukident
and Steradent
Colgate-Palmolive’s Colgate
Procter & Gamble’s Crest
and Oral-B
Colgate-Palmolives’s
Colgate Pro-Gum
Mondelez’s Bournvita
Nestle’s Milo
Myprotein
Optimum Nutrition
L’Oreal’s La Roche Posay
Beiersdorf’s Eucerin
Pierre Fabre’s Avene
Reckitt-Benckiser’s E45
Sanofi’s Emolium
GSK Annual Report 2013 231
Investor information
Principal risks and uncertainties
Principal risks and uncertainties
Risk factors
The principal risks discussed below are the risks and uncertainties
relevant to our business, financial condition and results of operations
that may affect our performance and ability to achieve our objectives.
The factors below are those that we believe could cause our actual
results to differ materially from expected and historical results.
We operate on a global basis in an industry that is both highly
competitive and highly regulated. Our competitors may make
significant product innovations and technical advances and may
intensify price competition. In light of this competitive environment,
continued development of commercially viable new products and the
development of additional uses for existing products are critical to
our ability to maintain or increase overall sales.
Developing new pharmaceutical and vaccine products is a costly,
lengthy and uncertain process, however, and a product candidate
may fail at any stage, including after significant Group economic and
human resources have been invested. Our competitors’ products or
pricing strategies or any failure on our part to develop commercially
successful products or to develop additional uses for existing
products could materially and adversely affect our financial results.
We must also adapt to and comply with a broad range of laws and
regulations. These requirements apply to research and development,
manufacturing, testing, approval, distribution, sales and marketing of
Pharmaceutical, Vaccine and Consumer Healthcare Products, and affect
not only the cost of product development but also the time required to
reach the market and the uncertainty of successfully doing so.
Moreover, as rules and regulations change, and governmental
interpretation of those rules and regulations evolves, the nature of a
particular risk may alter. Changes to certain regulatory regimes, such
as the US healthcare system, may be substantial. Any change in,
and any failure to comply with, applicable law and regulation could
materially and adversely affect our financial results.
Similarly, our business exposes us to litigation and government
investigations, including but not limited to product liability litigation,
antitrust litigation and sales and marketing litigation. Litigation and
government investigations, including related provisions we may make
for unfavourable outcomes and increases in related costs such as
insurance premiums, could materially and adversely affect our
financial results. More detail on the status and various uncertainties
involved in the significant unresolved disputes and potential litigation
is set out in Note 44, ‘Legal proceedings,’ on page 204.
UK regulations require a discussion of mitigating activities a company
takes to address principal risks and uncertainties. A summary of the
mitigation activities accompanies each principal risk to represent the
main actions we have taken to manage each of our principal risks.
The principal risk factors and uncertainties are not listed in order
of significance.
Patient safety
Strategic priority: Deliver more products of value. Grow a diversified global company.
Risk definition
Failure to appropriately collect, review, follow up, or report adverse events
from all potential sources. This could compromise our ability to conduct
robust safety signal detection and interpretation and to ensure that
appropriate decisions are taken with respect to the risk/benefit profile of
our products, including the completeness and accuracy of product labels
and the pursuit of additional studies/analyses, as appropriate.
Risk impact
The impacts of the risk include potential harm to patients, reputational
damage, product liability claims or other litigation, governmental
investigation, regulatory action such as fines, penalties or loss of
product authorisation.
Context
Pre-clinical and clinical trials are conducted during the development of
investigational Pharmaceutical, Vaccine and Consumer Healthcare Products
to determine the safety and efficacy of the products for use by humans.
Notwithstanding the efforts we make to determine the safety of our products
through appropriate pre-clinical and clinical trials, unanticipated side effects
may become evident only when products are widely introduced into the
marketplace. Questions may be raised not only by our ongoing safety
surveillance and post-marketing studies but also by governmental agencies
and third-parties who may analyse publicly available clinical trial results.
The Group is currently a defendant in a number of product liability lawsuits,
including class actions, that involve significant claims for damages related
to our products. Litigation, particularly in the US, is inherently unpredictable.
Class actions that seek to sweep together all persons who were prescribed
our products increase the potential liability. Claims for pain and suffering
and punitive damages are frequently asserted in product liability actions
and, if allowed, can represent potentially open-ended exposure and thus,
could materially and adversely affect the Group’s financial results.
Mitigating activities
We have constructed a system of medical governance to help ensure
the safety and efficacy of the Pharmaceuticals, Vaccines and Consumer
Healthcare Products the Group produces.
232 GSK Annual Report 2013
The Chief Medical Officer (CMO) is responsible for medical governance
for the Group under a global policy. Under that policy, safeguarding human
subjects in our clinical trials and patients who take our products is of
paramount importance, and the CMO has the authoritative role for evaluating
and addressing matters of human safety. Individual Medical Officers and the
Group’s substantial Global Safety and Pharmacovigilance keep track of any
adverse issues reported for our products during the course of clinical studies.
Once a Group product is approved for marketing, the Group has an extensive
post-marketing surveillance and signal detection system. Information on
possible side effects of medicines is received from several sources including
unsolicited reports from health professionals and patients, regulatory
authorities, medical and scientific literature and the media. It is our policy that
employees are required to report immediately any issues relating to the safety
or quality of its medicines. Each of our country managers is responsible for
monitoring, exception tracking and training that helps assure the collection of
safety information and reporting the information to the relevant central safety
department, in accordance with Group policy and legal requirements.
Information that changes the benefit/risk profile of one of the Group’s
medicines will result in certain actions to characterise, communicate and
minimise the risk. Proposed actions are discussed with regulatory authorities
and can include modifying the prescribing information, communications
to physicians and other healthcare providers, restrictions on product
prescribing/availability to help assure safe use, and sometimes carrying out
further clinical trials. In certain cases, it may be appropriate to stop clinical
trials or to withdraw the medicine from the market. The Group’s Global
Safety Board (GSB), comprising senior physicians and representatives of
supporting functions, is an integral component of the system. The GSB
(including subsidiary boards dedicated to Consumer Healthcare Products
and Vaccines) reviews the safety of investigational and marketed products
across the Group and has the authority to stop a clinical trial if deemed
possibly harmful to human volunteers.
In addition to the medical governance framework within the Group as
described above, the Group uses several mechanisms to foster the early
evaluation, mitigation, and resolution of disputes as they arise and of potential
claims even before they arise. The goal of the programmes is to create a
culture of early identification and evaluation of risks and claims (actual or
potential), in order to minimise liability and litigation.
Intellectual property
Strategic priority: Deliver more products of value. Grow a diversified global company.
Risk definition
Failure to appropriately secure and protect intellectual property rights.
Risk impact
Any loss of patent protection, including reducing the scope of patent rights
or compulsory licensing (in which a government forces a manufacturer to
license its patents for specific products to a competitor), could materially
and adversely affect our financial results in those markets. Absence of
adequate patent or data exclusivity protection could limit the opportunity to
rely on such markets for future sales growth for our products, which could
also materially and adversely affect our financial results.
Context
As an innovative Pharmaceutical, Vaccine and Consumer Healthcare
Products company, we seek to obtain appropriate intellectual property
protection for our products. Our ability to obtain and enforce patents
and other proprietary rights with regard to our products is critical to our
business strategy and success. Pharmaceutical and Vaccine products are
usually only protected from being copied by generic manufacturers during
the period of exclusivity provided by an issued patent or related intellectual
property rights such as Regulatory Data Protection or Orphan Drug
status. Following expiration of certain intellectual property rights, a generic
manufacturer may lawfully produce a generic version of the product but
may face technological or regulatory barriers to marketing.
We operate in markets where intellectual property laws and patent offices
are still developing and where governments may be unwilling to grant or
enforce intellectual property rights in a fashion similar to more developed
regions such as the EU, Japan and the USA. Some developing countries
have reduced, or threatened to reduce, effective patent protection for
Pharmaceutical products generally, or in particular therapeutic areas, to
facilitate early competition within their markets from generic manufacturers.
We face competition from manufacturers of proprietary and generic
pharmaceutical products in all of our major markets. Introduction of generic
products, particularly in the USA where we have our highest turnover
and margins, typically leads to a dramatic loss of sales and reduces our
revenues and margins for our proprietary products. In 2013, we had 10
Pharmaceutical and Vaccine products with over £500 million in annual
global sales. For certain of these products, there is generic competition
in the USA and some markets in Europe. We may also experience an
impact on sales of one of our products due to the expiry or loss of patent
protection for a product marketed by a competitor in a similar product class
or for treatment of a similar disease condition.
We depend on certain key products for a significant portion of our sales.
The timing and impact of entry in the USA and major markets in Europe
for a ‘follow-on’ product to Seretide/Advair is uncertain. The US patent
for compositions containing the combination of active substances
in Seretide/Advair expired during 2010 although the US patent on a
component of the Advair Diskus device continues until August 2016.
We are not able to predict when a generic competitor to Seretide/Advair
may enter the US market.
Generic drug manufacturers have also exhibited a readiness to market
generic versions of many of our most important products prior to the
expiration of our patents. Their efforts may involve challenges to the validity
or enforceability of a patent or assertions that their generic product does
not infringe our patents. As a result, we are and may continue to be involved
in legal proceedings involving patent challenges, which may materially and
adversely affect our financial results. Moreover, in the USA, it has become
increasingly common for patent infringement actions to prompt claims that
anti-trust laws have been violated during the prosecution of the patent or
during litigation involving the defence of that patent. Such claims by direct
and indirect purchasers and other payers are typically filed as class actions.
The relief sought may include treble damages and restitution claims.
Similarly, anti-trust claims may be brought by government entities or
private parties following settlement of patent litigation, alleging that
such settlements are anti-competitive and in violation of anti-trust laws.
A successful anti-trust claim by a private party or government entity
could materially and adversely affect our financial results.
The expiration dates for patents for our major products which may affect the
dates on which generic versions of our products may be introduced are set
out on pages 229-231. Legal proceedings involving patent challenges are
set out in Note 44 to the financial statements, ‘Legal proceedings’.
Mitigating activities
Our Global Patents group focuses on securing and protecting our patent
rights. This global group maintains internal processes designed to help
ensure successful procurement, enforcement and defence of our patents
with the goal of maintaining exclusive rights in markets for our products.
The Global Patents group monitors new developments in international
patent law to help ensure appropriate protection of our assets. Sometimes
acting through trade associations, we work with local governments to seek
to secure effective and balanced intellectual property protection designed
to meet the needs of patients and payers while supporting long-term
investment in innovation.
GSK Annual Report 2013 233
Investor information
Principal risks and uncertainties
Product quality
Strategic priority: Deliver more products of value. Grow a diversified global company.
Risk definition
Failure to ensure product quality throughout manufacturing and
distribution processes resulting in non-compliance with good
manufacturing practice (GMP) and regulations.
Risk impact
A failure to ensure product quality could have far reaching implications
in terms of the health of patients and customers, product recalls,
potential damage to our reputation, as well as regulatory, legal, and
financial consequences, which could materially and adversely affect our
financial results.
Context
Patients, consumers and healthcare professionals trust the quality of
our products at the point of use. A failure to ensure product quality is an
enterprise risk which is applicable across all of our business activities.
Product quality may be influenced by many factors including product
and process understanding, consistency of manufacturing components,
compliance with GMP, accuracy of labelling, reliability and security of
the supply chain, and the embodiment of an overarching quality culture.
The internal and external environment continues to evolve as new
products, new markets and new legislation are introduced, particularly
around security of supply, good distribution practice and product
standards.
Mitigating activities
In medicines development, scientists adopt the principles of quality by
design for new products and devise control strategies to be deployed
throughout the product lifecycle to help ensure consistency and reliability
in their performance and supply.
We have adopted a single Quality Management System (QMS) that
defines our quality standards and systems for our businesses associated
with Pharmaceuticals, Vaccines and Consumer Healthcare Products and
R&D investigational materials. The QMS has a broad scope, covering the
end-to-end supply chain from starting materials to distributed product,
and is applicable throughout the complete lifecycle of products from
R&D to mature commercial supply.
The QMS is periodically updated based on experience, evolving
regulatory agency expectations and requirements and improved scientific
understanding to help ensure that operations comply with GMP
requirements globally, and support the delivery of consistent and reliable
products. A large network of quality and compliance professionals is
aligned with each business unit to provide oversight and assist the
delivery of quality performance and operational compliance. Management
oversight of those activities is accomplished through a hierarchy of quality
council meetings. Staff are trained to help ensure that standards, as well
as expected behaviours based on our values, are followed.
We have implemented a risk-based approach to assessing and managing
our third-party suppliers that provide materials used in finished products.
Contract manufacturers making our products are expected to comply
with standards identified by the Group and are audited to help provide
assurance that expected standards are met.
The Chief Product Quality Officer oversees the activities of the GSK
Quality Council which serves as a forum to escalate emerging risks,
share experiences of handling quality issues from all of our businesses
and help ensure that lessons learned are assessed and deployed globally.
The preparation for and implementation of new legislation is regularly
reviewed by the GSK Quality Council and advocacy and communication
programmes are used to maintain awareness of the external environment
and convey consistent messages across the Group. There is emphasis
on quality performance metrics and a culture of ‘right first time’.
234 GSK Annual Report 2013
Supply chain continuity
Strategic priority: Simplify the operating model. Deliver more products of value.
Risk definition
Failure to deliver a continuous supply of compliant finished product.
Risk impact
Any interruption of supply or exclusion from healthcare programmes could
impact patient access to our products, expose us to litigation or regulatory
action and materially and adversely affect our financial results. In particular,
the incurring of fines or disgorgement as a result of noncompliance with
manufacturing practice regulations could also materially and adversely
affect the Group’s financial results and result in reputational damage.
Context
Our supply chain operations are subject to review and approval by
various regulatory agencies that effectively provide our licence to operate.
Failure by our manufacturing and distribution facilities or by suppliers of
key services and materials could lead to litigation or regulatory action
such as product recalls and seizures, interruption of supply, delays in
the approval of new products, and revocation of our licence to operate
pending resolution of manufacturing or logistics issues.
Materials and services provided by third-party suppliers are necessary
for the commercial production of our products, including active
pharmaceutical ingredients (API), antigens, intermediates, commodities
and components necessary for the manufacture and packaging of many
of our Pharmaceutical, Vaccine and Consumer Healthcare Products.
Some of the third-party services procured, such as services provided by
clinical research organisations to support development of key products,
are important to the continuous operation of our businesses. Although
we undertake business continuity planning, single sourcing of certain
components, bulk API, finished products, and services creates a risk of
failure of supply in the event of regulatory non-compliance or physical
disruption at the manufacturing sites and to logistics.
The failure of a small number of single-source, third-party suppliers or
service providers to fulfil their contractual obligations in a timely manner
or as a result of regulatory non-compliance or physical disruption
of logistics and manufacturing sites may result in delays or service
interruptions.
Mitigating activities
Our supply chain model is designed to help ensure the supply, quality
and security of our products globally. We closely monitor the delivery
of our products to help ensure that our customers have the medicines,
vaccines and products they need. Safety stocks and backup supply
arrangements for high revenue and medically-critical products are
in place, where practical, to help mitigate this risk. In addition, the
standing of manufacturing external suppliers is routinely monitored
in order to identify and manage supply base risks.
Where practical, dependencies on single sources of critical items are
removed. During 2013, our reliance on single source components was
reduced for several key products through qualification of alternative
materials that will help improve supply chain robustness.
During 2013, our supply chain operating model was modified to
strengthen the link between commercial forecasting and manufacturing.
This action will over time decrease the risk associated with demand
fluctuations impacting ability to supply or write-offs associated with
product exceeding expiry dating. Under the new model, each node of
the supply chain is being optimised to help ensure adequate safety
stock while balancing working capital associated with the end-to-end
supply chain.
Financial reporting and disclosure
Strategic priority: Simplify the operating model.
Risk definition
Failure to report accurate financial information in compliance with
accounting standards and applicable legislation.
Risk impact
Non-compliance with existing or new financial reporting and disclosure
requirements, or changes to the recognition of income and expenses,
could expose us to litigation and regulatory action and could materially
and adversely affect our financial results.
Context
New or revised accounting standards, rules and interpretations issued
from time to time by the International Accounting Standards Board
could result in changes to the recognition of income and expense that
may materially and adversely affect our financial results.
The Group is also required by the laws of various jurisdictions to
publicly disclose its financial results, and regulators routinely review
the financial statements of listed companies for compliance with
accounting and regulatory requirements. The Group believes that it
complies with the appropriate regulatory requirements concerning our
financial statements and disclosures. However, should we be subject
to an investigation into potential non-compliance with accounting and
disclosure requirements there is potential for restatements of previously
reported results and we could be subject to significant penalties.
Mitigating activities
The Group maintains a control environment designed to identify material
errors in financial reporting and disclosure. The design and operating
effectiveness of key financial reporting controls is periodically tested.
This provides us with the assurance that controls over key financial
reporting and disclosure processes have operated effectively.
We keep up-to-date with the latest developments in financial reporting
requirements by working with our external auditor and other advisors
to help ensure adherence to relevant reporting and disclosure
requirements.
There is shared accountability for financial results across our
businesses. Financial results are reviewed and approved by regional
management and then reviewed with the Financial Controller and the
Chief Financial Officer (CFO). This allows our Financial Controller
and our CFO to assess the evolution of the business over time, and to
evaluate performance to plan. Significant judgments are reviewed and
confirmed by senior management.
GSK Annual Report 2013 235
Investor information
Principal risks and uncertainties
Tax and treasury
Risk definition
Failure to comply with tax law or significant losses due to treasury
activities.
Risk impact
Changes in tax laws or in their application with respect to matters
such as transfer pricing, foreign dividends, controlled companies, R&D
tax credits, taxation of intellectual property or a restriction in tax relief
allowed on the interest on intra-group debt, could impact our effective
tax rate. Significant losses may arise from Treasury activities through
inconsistent application of Treasury policies, dealing or settlement
errors, or counterparty defaults. Any such changes in tax laws or their
application, failure to comply with tax law or significant losses due to
treasury activities could materially and adversely affect our financial
results.
Context
The Group’s Treasury group deals in high value transactions, mostly
foreign exchange and cash management transactions, on a daily basis.
The Group’s effective tax rate is driven by rates of tax in jurisdictions
that are both higher and lower than the UK. In addition, many
jurisdictions currently offer regimes that encourage innovation and
investment in science by providing tax incentives, such as R&D
tax credits and lower tax rates on income derived from patents.
Furthermore, as an international business, we face risks associated
with intra-group transfer pricing.
The tax charge included in our financial statements is our best estimate
of tax liability pending audits by tax authorities. We submit tax returns
according to statutory time limits and engage tax authorities to help
ensure our tax affairs are current. In exceptional cases where matters
cannot be settled by agreement with tax authorities, we may have to
resolve disputes through formal appeals or other proceedings. As an
international business, we are also subject to a range of other duties
and taxes carrying similar types of risk.
There is an increased focus on the tax position of multinational
businesses, as a consequence of the challenging economic
environment and the priority placed by the G20 on addressing
allegations of tax avoidance. We have seen some increase in audits as
governments seek to raise revenues, both from corporate taxes and
above the line taxes such as customs duties.
Mitigating activities
Treasury does not operate as a profit centre and does not enter
into financial derivative transactions for speculative purposes. All
transactions in financial instruments are undertaken to manage the
risks arising from underlying business activities. Treasury activities
are governed by policies approved by the Board of Directors and
compliance is regularly reviewed by the Treasury Management
Group (TMG), which is chaired by the CFO.
Strategic priority: Simplify the operating model.
Liquidity risk is managed by diversifying our liquidity sources using a
range of facilities and by maintaining broad access to funding markets
in order to meet anticipated future funding requirements. We also hold
significant amounts of cash and investments which are invested in line
with strict investment guidelines.
Interest rate risk is managed by limiting the amount of floating rate
interest payments to a prescribed percentage of operating profit, and
the mix of debt at fixed and floating interest rates is monitored regularly
by the TMG.
Foreign currency transaction risk arising on internal and external trade
flows is not generally hedged. Our internal trading transactions are
matched centrally, and we manage inter-company payment terms
to reduce foreign currency risk. Foreign currency cash flows can
be hedged selectively under the management of Treasury and the
TMG. Where possible, we manage the cash surpluses or borrowing
requirements of subsidiary companies centrally. In order to reduce
foreign currency translation exposure, we seek to denominate
borrowings in the currencies of our principal assets and cash flows.
The TMG reviews the ratio of borrowings to assets for the major
currencies monthly.
Counterparty risk is managed by setting global counterparty limits
for each of our banking and investment counterparties based on long-
term credit ratings from Moody’s and Standard and Poor’s. Treasury’s
usage of these limits is monitored daily by a Corporate Compliance
Officer (CCO) who operates independently of Corporate Treasury.
The CCO also monitors the credit rating of these counterparties and,
when changes in ratings occur, notifies Treasury so that changes can
be made to investment levels or to authority limits as appropriate.
We monitor government debate on tax policy in our key jurisdictions
to deal proactively with any potential future changes in tax law. Tax
risk is managed by a set of policies and procedures to help ensure
consistency and compliance with tax legislation. We engage advisors
and legal counsel to review tax legislation and applicability to our
business.
We attempt to mitigate the risk of more aggressive tax authority audits
by being as up to date as possible with our tax affairs and working
proactively with tax authorities where possible. We have also moved to
a more centralised and simplified intellectual property ownership and
trading model. The model centralises our Pharmaceutical intellectual
property into the UK, reducing the complexity of our inter-company
arrangements enabling us to drive more bilateral Advance Pricing
Agreements (APAs) between the UK and other jurisdictions where
we operate. APAs give greater certainty to the application of transfer
pricing and our direct tax affairs and hence reduce risks. Internal
structures have been enhanced through a centralised team of
dedicated specialists responsible for managing transactional tax
reporting and compliance.
236 GSK Annual Report 2013
Anti-bribery and corruption
Strategic priority: Grow a diversified global company.
Risk definition
Failure to foster a culture within the Group in which bribery and
corruption are unacceptable; adopt measures and embed procedures
to prevent bribery and corruption by employees, complementary
workers and through third party interactions; investigate allegations
of bribery and corruption and remediate issues identified; and comply
with applicable anti-bribery and corruption (ABAC) legislation.
Mitigating activities
Our Code of Conduct, values and behaviours and commitment to zero
tolerance are integral to how we mitigate this risk. The Group has an
enterprise-wide ABAC programme designed to respond to the threat
and risk of bribery and corruption. It builds on the Group’s values and
existing standards to form a comprehensive and practical approach to
compliance in this complex risk area.
Risk impact
Failure to comply with applicable local and international ABAC
legislation could expose the Group and associated persons to
governmental investigation, regulatory action and civil and criminal
liability, as well as damage the Group’s reputation, shareholder value,
and our licence to operate, all of which could materially and adversely
affect our financial results.
Context
Like other large organisations, the Group faces the risk of fraud by
members of staff. The nature, scale and geography of our international
business activities increase the possibility of this bribery and corruption
risk. Additionally, the healthcare industry is highly regulated, and some
of our overseas markets, such as our operations in emerging markets,
are more susceptible to bribery and corruption risks.
Our ABAC programme is supported by: top-level commitment; a
global policy and proportionate procedures (including a ‘Speak
Up’ procedure); ongoing training and communications (including a
confidential reporting line); ongoing risk assessment; monitoring and
investigations; and third party due diligence including contracting
requirements and monitoring and oversight. In addition, the programme
mandates enhanced controls over interactions with government officials
and when undertaking business development transactions. Programme
governance is provided by the Group’s ABAC Oversight Committee
which includes representation from key functional areas.
Additionally, we have a dedicated ABAC team responsible for driving
the implementation and evolution of the programme in response to
developments in the internal and external environment. This capability
includes an ABAC investigations team empowered to review bribery and
corruption allegations and make recommendations for remedial action
and improvement. They are supported by a network of functional experts
from our Legal, Compliance and Audit & Assurance groups.
We continually benchmark our ABAC programme and use external
expertise to review and help improve elements of the programme.
GSK Annual Report 2013 237
Investor information
Principal risks and uncertainties
Commercial practices and scientific engagement
Strategic priority: Deliver more products of value. Grow a diversified global company.
Risk definition
Failure to engage in commercial and/or scientific activities that are
consistent with the letter and spirit of legal, industry, or the Group’s
requirements relating to marketing and communications about our
medicines and associated therapeutic areas; appropriate interactions
with healthcare professionals (HCPs) and patients; and legitimate and
transparent transfer of value.
Risk impact
Failure to comply with applicable laws, rules and regulations may result
in governmental investigation, regulatory action and legal proceedings
brought against the Group by governmental and private plaintiffs.
Failure to provide accurate and complete information related to our
products may result in incomplete awareness of the benefit:risk profile
of our medicines and possibly suboptimal treatment of patients. Any of
these consequences could materially and adversely affect our financial
results. Any practices that are found to be misaligned with our values
could also result in reputational damage and dilute trust established
with key stakeholders.
Context
The Group disseminates information about its products through both
promotion and non-promotional Scientific Engagement. The latter is
the interaction and exchange of information between the Group and
partners and external communities in order to advance scientific and
medical understanding including the appropriate development and
use of our products; the management of disease; and patient care.
It is distinct from promotional activities which may take place only after
authorisation of a new product or indication, and must be conducted
strictly in accordance with promotional laws, codes and the Group’s
Policy.
There are legal, regulatory, financial and reputational risks for the Group
if these activities are, or are perceived to be, exceeding their proper
boundaries or inappropriately influencing HCPs. In 2012, we paid
$3 billion to resolve government investigations in the USA focused
in large part on promotional practices.
Mitigating activities
We are committed to legitimate Scientific Engagement and the ethical
and responsible commercialisation of medicines to support our mission
to improve the quality of human life by enabling people to do more,
feel better, and live longer. To accomplish this mission, we engage
the healthcare community in various ways to advance our scientific
knowledge as well as to provide important information about our
medicines.
We have an obligation to learn from Scientific Engagement interactions
and provide accurate and complete information through appropriate
channels; in a careful, correct, non-promotional manner. Researchers,
HCPs, healthcare organisations (HCOs) and other external experts that
we engage should be fairly compensated for services and expertise
provided. However, payments must not be excessive and must never
be or be perceived to be an inducement or reward for prescribing our
products.
Promotion of approved medicines helps ensure that HCPs globally
have access to information they need, that patients have access to the
medicines they need and that medicines are prescribed and used in a
manner that provides the maximum healthcare benefit to patients. We
are committed to communicating information related to our approved
products in a responsible, legal, and ethical manner.
We have taken action at all levels of the Group to enhance and improve
standards and procedures for Scientific Engagement and promotional
interactions, based on our values of transparency, respect, integrity and
patient focus. We have policies and standards governing promotional
activities and Scientific Engagement undertaken by the Group or on its
behalf. All of these activities we conduct worldwide must conform to
high ethical, medical, and scientific standards. Where local standards
differ from global standards, the more stringent of the two applies.
All promotional materials and activities must be reviewed and approved
according to the Group’s standards, and conducted in accordance
with local laws and regulations, to help ensure that these materials
and activities fairly represent the products or services of the Group.
When necessary, we have disciplined (up to and including termination)
employees who have engaged in misconduct and have broadened our
ability to claw back remuneration from senior management in the event
of misconduct.
In recent years, we have taken several steps that we feel are industry
leading in various areas of commercial practices and Scientific
Engagement. Examples where the Group stance has been recognised
as industry-leading include removing prescription-volume incentives
from compensation of sales representatives in the US and global
standards for Scientific Engagement.
238 GSK Annual Report 2013
Research practices
Strategic priorities: Deliver more products of value. Grow a diversified global company.
Risk definition
Failure to protect and inform patients involved in human clinical trial
research; conduct objective, ethical preclinical and clinical trials using
sound scientific principles; guarantee the integrity of discovery, preclinical,
and clinical development data; manage human biological samples
according to established ethical standards and regulatory expectations;
treat animals ethically and practice good animal welfare; appropriately
disclose human subject research for medicinal products; and ensure the
integrity of our regulatory filings and of the data that we publish.
Risk impact
The impacts of the risk include harm to patients, reputational damage,
failure to obtain the necessary regulatory approvals for our products,
governmental investigation, legal proceedings (product liability suits
and claims for damages), and regulatory action such as fines, penalties
or loss of product authorisation, which could materially and adversely
affect our financial results.
Context
Research relating to animals and humans can raise ethical concerns.
While we attempt to proactively address this, animal studies remain a
vital part of our research. In many cases, they are the only method that
can be used to investigate the effects of a potential new medicine in a
living body before it is tested in humans, which is generally mandated
by regulators and ethically imperative. Animal research can also provide
critical information about the causes of diseases and how they develop.
Some countries require additional animal testing even when medicines
have been approved for use elsewhere.
Clinical trials in healthy volunteers and patients are used to assess and
demonstrate an investigational product’s efficacy and safety or further
evaluate the product once it has been approved for marketing. We also
work with human biological samples. These samples are fundamental
to the discovery, development and safety monitoring of our products.
The integrity of our data is essential to success in all stages of the
research data lifecycle: design, generation, recording and management,
analysis, reporting and storage and retrieval. Our research data is
governed by legislation and regulatory requirements.
Research data and supporting documents are core components at
various stages of pipeline progression decision-making and also
form the content of regulatory submissions. Poor data integrity can
compromise our research efforts.
There are innate complexities and interdependencies required for
regulatory filings, particularly given our global research and
development footprint. Currently, rapid changes in submission
requirements in developing countries are increasing the complexity
of meeting regulatory requirements.
Mitigating activities
We proactively address ethical concerns raised by research relating
to animals and humans by being transparent about our practices and
regularly engaging with academics, scientists, regulators, policymakers,
industry colleagues and other stakeholders to request advice or help
ensure best practice. We are committed to acting ethically, providing for
the animals’ health and well-being, reducing the number of animals and
finding alternatives to the use of animals.
We are also committed to reporting the results of human subject
research used to evaluate our products, regardless of whether the
outcomes are perceived to be positive or negative. We believe this
is fundamental to the advancement of medical science and helps to
inform prescribers and patients about our products. Further, we are
committed to making the data publicly available to enable valid scientific
research. With respect to human biological samples, we are committed
to managing these samples in a manner that respects the rights of
research and clinical participants as well as meeting all applicable legal,
regulatory and ethical obligations.
We implement controls to help ensure trials are conducted in
accordance with the Good Clinical Practice (GCP) guidelines
developed by the International Conference on Harmonisation, and
based on the principles contained in the World Medical Association
Declaration of Helsinki on the Ethical Principles for Medical Research
Involving Human Subjects (2013).
We established an Office of Animal Welfare, Ethics and Strategy
(OAWES), led by the Chief Animal Welfare, Ethics and Strategy, to help
ensure the humane and responsible care of animals and increase the
knowledge and application of non-animal alternatives for the Group.
OAWES embeds a framework of animal welfare governance, explores
opportunities for cross-industry data sharing, creates consistency and
metrics for the 3Rs (replacement, refinement, and reduction of animals
in research), and conducts quality assessments.
We report the results of our human subject research for our medicines
and vaccines on our publicly accessible clinical study register website,
on government-required repositories, and we submit human research
results as manuscripts for publication in peer reviewed scientific
journals. We have committed to expanding the register to include
clinical study reports. During 2013, a system was introduced to allow
researchers to request access to anonymised patient-level data from
the Group’s clinical trials, subject to review for scientific validity by an
independent panel and certain other conditions.
We have a Global Human Biological Samples Management (HBSM)
governance framework in place to oversee the ethical and lawful
acquisition and management of human biological samples. Our
global HBSM network champions HBSM activities and provides an
experienced group to support internal Sample Custodians on best
practice.
Continuing to enhance our data integrity controls remains an important
priority. During 2013, scientific data misrepresentation was discovered
in relation to a 2010 Nature Medicine publication. We took immediate
action to retract the publication. A full analysis of the incident of
scientific data misrepresentation discovered in 2013 was undertaken
and based on this analysis, improved controls are being implemented
across R&D.
The Chief Regulatory Officer oversees the activities of the Regulatory
Governance Board which includes promoting compliance with
regulatory requirements and Group-wide standards, making regulatory
services more efficient and agile, and further aligning regulatory
capabilities with our international business needs at the enterprise
and local levels.
GSK Annual Report 2013 239
Investor information
Principal risks and uncertainties
Environment, health and safety and sustainability
Strategic priorities: Grow a diversified global company.
Risk definition
Failure to ethically manage environment, health and safety and
sustainability (EHSS) consistent with the Group’s objectives, policies
and relevant laws and regulations.
Risk impact
Failure to manage EHSS risks could lead to significant harm to people,
the environment and communities in which we operate, fines, failure to
meet stakeholder expectations and regulatory requirements, litigation
or regulatory action and could materially and adversely affect our
financial results.
Context
The Group is subject to health, safety and environmental laws
of various jurisdictions. These laws impose actual and potential
obligations to remediate contaminated sites. We have also
been identified as a potentially responsible party under the US
Comprehensive Environmental Response Compensation and Liability
Act at a number of sites for remediation costs relating to our use or
ownership of such sites.
Failure to manage these environmental risks properly could result in
litigation, regulatory action and additional remedial costs that may
materially and adversely affect our financial results. See Note 44 to
the financial statements, ‘Legal proceedings’, for a discussion of the
environmental related proceedings in which we are involved. We
routinely accrue amounts related to our liabilities for such matters.
Mitigating activities
Management of EHSS risk is fundamental to our performance and
reputation. We are committed to appropriately managing EHSS risk and
have embedded its importance into our mission to improve the quality of
human life by enabling people to do more, feel better, live longer.
We operate rigorous procedures that help us eliminate hazards where
practicable and protect employees’ health and well-being, but the right
culture is our essential starting point. Our employment practices are
designed to create a work place culture in which all employees feel
valued, respected, empowered and inspired to achieve our goals.
Through our continuing efforts to improve environmental sustainability
we have reduced water consumption, hazardous waste, and energy
consumption. We actively manage our environmental remediation
obligations to help ensure practices are environmentally sustainable and
compliant.
Our EHSS performance results are shared with the public each year in
our Corporate Responsibility Report.
Information protection
Strategic priorities: Simplify the operating model.
Risk definition
Risk to the Group’s business activity if critical or sensitive computer
systems or information are not available when needed, are accessed by
those not authorised, or are deliberately changed or corrupted.
Risk impact
Failure to adequately protect critical and sensitive systems and
information may result in our inability to maintain patent rights, loss
of commercial or strategic advantage, damage to our reputation or
business disruption including litigation or regulatory sanction and fines,
which could materially and adversely affect our financial results.
Context
We rely on critical and sensitive systems and data, such as corporate
strategic plans, sensitive personally identifiable information, intellectual
property, manufacturing systems and trade secrets. There is the
potential that malicious or careless actions expose our computer
systems or information to misuse or unauthorised disclosure.
Mitigating activities
The Group has a global information protection policy that is supported
through a dedicated programme of activity. To increase our focus on
information security, the Group established the Office of the Chief
Information Security Officer to provide strategy, direction, and oversight
while enhancing our global information security capabilities.
We assess changes in our information protection risk environment
through briefings by government agencies, subscription to commercial
threat intelligence services and knowledge sharing with other
Pharmaceutical and cross-industry companies.
We aim to use industry best practices as part of our information
security policies, processes and technologies and invest in strategies
that are commensurate with the changing nature of the security threat
landscape.
We are also subject to various laws that govern the processing of
Personally Identifiable Information (Pll). To help ensure compliance
with cross-border PII transfer requirements, the Group’s Binding
Corporate Rules (BCRs) have been approved by the UK Information
Commissioner’s Office for human resource and research activities
data. BCRs make it possible to transfer PII internationally between the
Group’s entities without individual privacy agreements in each European
Union country.
240 GSK Annual Report 2013
Crisis and continuity management
Strategic priorities: Deliver more products of value. Grow a diversified global company.
Risk definition
Inability to recover and sustain critical operations following a disruption
or to respond to a crisis incident in a timely manner regardless of cause.
Risk impact
Failure to manage crisis and continuity management (CCM) effectively
can lead to prolonged business disruption, greater damage to the
Group’s assets, and risk of a medicine’s supply disruption to patients
and could materially and adversely affect our financial results. Delays
to R&D activities and delivery of our products to consumers and
patients who rely on them could also expose us to litigation or regulatory
action, materially and adversely affect our financial results and lead to
reputational damage.
Context
Patients, consumers and healthcare professionals rely on our products
being readily available when needed even in the event of a crisis.
Our international operations, and those of our partners, maintain a
vast global footprint exposing our people, facilities, operations and
information technology to potential disruption resulting from a natural
event (eg storm or earthquake), a man-made event (eg civil unrest,
terrorism), or a global emergency (eg global public health emergency).
Mitigating activities
The Group has in place crisis management and business continuity
plans over all critical business operations. These plans include
authorised response and recovery strategies, key areas of responsibility
and clear communication plans. We have established a CCM
governance board with representatives from across the Group to
provide vital information to the CCM programme team regarding new
threats, acquisitions or significant business or organisational changes.
A dedicated team of CCM experts supports the business. Their
responsibilities include: Coordinating crisis management and business
continuity training; facilitating exercises and monitoring to provide for
global consistency and alignment; and centrally storing and monitoring
plan updates for crisis management plans and business continuity
plans supporting our critical business processes to help ensure an
appropriate level of readiness and response capability is maintained.
We also develop and maintain partnerships with external bodies like
the Business Continuity Institute and the UN International Strategy for
Disaster Risk Reduction which helps improve our business continuity
initiatives in disaster prone areas.
We continually improve training programmes and tools based on
learning from plan activations. For example, in-depth video case studies
were created to share lessons learned from how we responded to
the 2011 Japan Earthquake and the 2012 US super-storm Sandy.
We regularly evaluate and introduce new tools to improve our CCM
practices.
GSK Annual Report 2013 241
Investor information
Shareholder information
Shareholder information
Share capital and control
Details of our issued share capital and the number of shares held in
Treasury as at 31 December 2013 can be found in Note 33 to the
financial statements, ‘Share capital and share premium account’.
Our shares are listed on the London Stock Exchange and are also
quoted on the New York Stock Exchange (NYSE) in the form of
American Depositary Shares (ADS). Each ADS represents two
Ordinary Shares. For details of listed debt and where it is listed refer
to Note 32 to the financial statements, ‘Net debt’.
Holders of Ordinary Shares are entitled to receive dividends (when
declared) and the company’s Annual Report, to attend and speak at
general meetings of the company, to appoint proxies and to exercise
voting rights.
There are no restrictions on the transfer, or limitations on the holding,
of Ordinary Shares and no requirements to obtain approval prior to
any transfers. No Ordinary Shares carry any special rights with regard
to control of the company and there are no restrictions on voting
rights. Major shareholders have the same voting rights per share as
all other shareholders.
There are no known arrangements under which financial rights are
held by a person other than the holder of the shares and no known
agreements on restrictions on share transfers or on voting rights.
Shares acquired through our share schemes and plans rank equally
with the other shares in issue and have no special rights. The trustees
of our Employee Share Ownership Plan trusts have waived their
rights to dividends on shares held by those trusts.
Exchange controls and other limitations
affecting security holders
Other than certain economic sanctions, which may be in force from
time to time, there are currently no applicable laws, decrees or
regulations restricting the import or export of capital or affecting the
remittance of dividends or other payments to holders of the company’s
shares who are non-residents of the UK. Similarly, other than certain
economic sanctions which may be in force from time to time, there are
no limitations relating only to non-residents of the UK under English law
or the company’s Articles of Association on the right to be a holder of,
and to vote in respect of, the company’s shares.
Interests in voting rights
Other than as stated below, as far as we are aware, there are no
persons with significant direct or indirect holdings in the company.
Information provided to the company pursuant to the Financial
Conduct Authority’s (FCA) Disclosure and Transparency Rules
(DTRs) is published on a Regulatory Information Service and on
the company’s website.
At 21 February 2014, the company had received notifications in
accordance with the FCA’s DTRs of the following notifiable interests
in the voting rights in the company’s issued share capital:
BlackRock, Inc.
Invesco Asset Management
Legal & General Group Plc
No. of
shares
289,405,229
178,053,354
162,498,927
*Percentage of
issued
capital (%)
5.96%
3.66%
3.34%
* Percentage of Ordinary Shares in issue, excluding Treasury shares.
We have not acquired or disposed of any interests in our own shares
during the period under review, other than in connection with our
share buy-back programme.
242 GSK Annual Report 2013
Share buy-back programme
The Board has been authorised to issue and allot Ordinary Shares
under Article 9 of the company’s Articles of Association. The power
under Article 9 and the authority for the company to make purchases
of its own shares are subject to shareholder authorities which are
sought on an annual basis at our Annual General Meeting (AGM).
Any shares purchased by the company may be cancelled or held
as Treasury shares.
During 2013, we continued our long-term buy-back programme and
92 million shares were purchased at a total cost of £1,504 million.
No shares were purchased in the period 1 January 2014 to 5 February
2014. In the period 6 February 2014 to 21 February 2014 1.4 million
shares were purchased at a cost of £22.4 million.
Our programme covers purchases of shares for cancellation or to be
held as Treasury shares, in accordance with the authority renewed by
shareholders at the AGM in May 2013, when the company was
authorised to purchase a maximum of just under 491 million shares.
Details of shares purchased, those cancelled, and those held as
Treasury shares are disclosed in Note 33 to the financial statements
‘Share capital and share premium account’.
The exact amount and timing of any future purchases, and the extent
to which repurchased shares will be held as Treasury shares rather
than being cancelled, will be determined by the company and is
dependent on market conditions and other factors.
Market capitalisation
The market capitalisation, based on shares in issue excluding
Treasury shares, of GSK at 31 December 2013 was £78.24 billion.
At that date, GSK was the fifth largest company by market
capitalisation in the FTSE index.
Share price
At 1 January
At 31 December
Increase/(decrease)
High during the year
Low during the year
2013
£
13.35
16.12
20.7%
17.82
13.35
2012
£
14.72
13.35
2011
£
12.40
14.72
(9.3)%
18.7%
15.08
13.18
14.74
11.28
The table above sets out the middle market closing prices. The
company’s share price increased by 20.7% in 2013. This compares
with an increase in the FTSE 100 index of 14.4% during the year.
The share price on 21 February 2014 was £16.81.
UK£
18
17
16
15
14
13
12
11
10
9
01/01/11
31/12/11
31/12/12
UK share price (UK£)
US ADS price (US$)
US$
75
70
65
60
55
50
45
40
35
30
31/12/13
Analysis of shareholdings at 31 December 2013
Holding of shares
Up to 1,000
1,001 to 5,000
5,001 to 100,000
100,001 to 1,000,000
Over 1,000,000
Held by
Nominee companies
Investment and trust companies
Insurance companies
Individuals and other corporate bodies
BNY (Nominees) Limited
Held as Treasury shares by GlaxoSmithKline
Number of
accounts
% of total
accounts
% of total
shares
Number of
shares
101,131
32,682
7,184
781
367
142,145
8,235
28
9
133,871
1
1
142,145
71.15
22.99
5.05
0.55
0.26
100.00
5.79
0.02
0.01
94.18
0.00
0.00
100.00
0.69
1.31
1.93
5.01
91.06
100.00
70.31
0.18
0.00
5.20
15.19
9.12
100.00
37,275,643
69,879,454
102,952,396
267,493,525
4,864,605,678
5,342,206,696
3,756,333,812
9,397,532
6,598
277,596,502
811,438,589
487,433,663
5,342,206,696
BNY Mellon is the Depositary for the company’s ADSs, which are listed on the NYSE. Ordinary shares representing the company’s ADR
programme, which is managed by the Depositary, are registered in the name of BNY (Nominees) Limited. At 21 February 2014, BNY
(Nominees) Limited held 812,080,863 Ordinary Shares representing 16.72% of the issued share capital (excluding Treasury shares) at
that date.
At 21 February 2014, the number of holders of shares in the USA was 1,070 with holdings of 1,157,342 shares, and the number of registered
holders of ADS was 27,411 with holdings of 406,040,431 ADS. Certain of these shares and ADS were held by brokers or other nominees.
As a result, the number of holders of record or registered holders in the USA is not representative of the number of beneficial holders or of the
residence of beneficial holders.
Nature of trading market
The following tables set out, for the periods indicated, the high and low middle market closing quotations in pence for the shares on the
London Stock Exchange, and the high and low closing prices in US dollars for the ADS on the NYSE.
Pence per share
US dollars per ADS
Ordinary Shares
February 2014*
January 2014
December 2013
November 2013
October 2013
September 2013
Quarter ended 31 December 2013
Quarter ended 30 September 2013
Quarter ended 30 June 2013
Quarter ended 31 March 2013
Quarter ended 31 December 2012
Quarter ended 30 September 2012
Quarter ended 30 June 2012
Quarter ended 31 March 2012
Year ended 31 December 2011
Year ended 31 December 2010
Year ended 31 December 2009
High
1691
1663
1620
1665
1644
1672
1665
1753
1782
1539
1465
1508
1479
1497
1474
1340
1334
Low
1554
1564
1549
1609
1546
1558
1546
1558
1520
1359
1318
1409
1392
1387
1312
1095
987
ADS
February 2014*
January 2014
December 2013
November 2013
October 2013
September 2013
Quarter ended 31 December 2013
Quarter ended 30 September 2013
Quarter ended 30 June 2013
Quarter ended 31 March 2013
Quarter ended 31 December 2012
Quarter ended 30 September 2012
Quarter ended 30 June 2012
Quarter ended 31 March 2012
Year ended 31 December 2011
Year ended 31 December 2010
Year ended 31 December 2009
* to 21 February 2014
High
56.66
54.95
53.39
53.68
52.63
51.96
53.68
52.96
53.59
46.91
47.45
47.23
47.29
46.35
45.74
42.97
42.91
Low
50.90
51.54
51.05
51.94
49.31
50.17
49.31
50.17
46.79
43.93
41.90
44.26
43.45
43.73
40.53
32.34
27.27
GSK Annual Report 2013 243
UK shareholders
This summary only applies to a UK resident shareholder that holds
shares as capital assets.
Taxation of dividends
UK resident shareholders will generally be subject to UK income tax
on the full amount of dividends paid, grossed up for the amount of a
tax credit. The tax credit may be set against the individual’s income
tax liability in respect of the gross dividend, but is not repayable to
shareholders with a tax liability of less than the associated tax credit.
For the tax year 2010-11 and subsequent tax years, an additional rate
of income tax on dividends was imposed for taxpayers whose income
is above £150,000. UK resident shareholders that are corporation
taxpayers should note that dividends are generally entitled to
exemption from corporation tax.
Taxation of capital gains
UK shareholders may be liable for UK tax on gains on the disposal
of shares or ADR. For disposals by individuals and subject to the
availability of any exemption or relief such as the annual exempt
amount, a taxable capital gain accruing on a disposal of shares or
ADR will be taxed at 28% if, after all allowable deductions, such
shareholder’s taxable income for the tax year exceeds the basic rate
income tax limit. In other cases, a taxable capital gain accruing on
a disposal of shares or ADR may be taxed at 18% or 28% or at a
combination of both rates. Corporation taxpayers may be entitled to
an indexation allowance which applies to reduce capital gains to the
extent that such gains arise due to inflation. Indexation allowance
may reduce a chargeable gain but will not create an allowable loss.
Inheritance tax
Individual shareholders may be liable to inheritance tax on the transfer
of shares or ADR. Tax may be charged on the amount by which the
value of the shareholder’s estate is reduced as a result of any transfer
by way of gift or other disposal at less than full market value. If such a
gift or other disposal were subject to both UK inheritance tax and US
estate or gift tax, the Estate and Gift Tax Convention would generally
provide for tax paid in the USA to be credited against tax payable in
the UK.
Stamp duty
UK stamp duty or stamp duty reserve tax (SDRT) will, subject to
certain exemptions, be payable on the transfer of shares at a rate
of 0.5% of the consideration for the transfer.
Investor information
Shareholder information
Dividends
The company pays dividends quarterly. It continues to return cash to
shareholders through its dividend policy and ongoing long-term share
buy-back programme. Dividends remain an essential component of
total shareholder return and the company is committed to increasing
its dividend over the long term. Details of the dividends declared, the
amounts and the payment dates are given in Note 16 to the financial
statements, ‘Dividends’.
Dividends per share
The table below sets out the dividend per share and per ADS for the
last five years. The dividend per ADS is translated into US dollars at
applicable exchange rates.
Year
2013
2012
2011
2011
2010
2009
Dividend
pence
Supplemental*
78
74
70
5
65
61
US$
2.47
2.35
2.25
0.16
2.04
1.99
* The 2011 supplemental dividend related to the disposal of certain
non-core OTC brands in North America. This was paid with the fourth
quarter ordinary dividend for 2011.
Dividend calendar
Quarter
Q4 2013
Q1 2014
Q2 2014
Q3 2014
Ex-dividend date
Record date
Payment date
19 February 2014
14 May 2014
6 August 2014
10 April 2014
10 July 2014
8 August 2014 2 October 2014
6 November 2014 7 November 2014 8 January 2015
21 February 2014
16 May 2014
Tax information for shareholders
A summary of certain UK tax and US federal income tax
consequences for holders of shares and ADR who are citizens of
the UK or the USA is set out below. It is not a complete analysis of
all the possible tax consequences of the purchase, ownership or
sale of these securities. It is intended only as a general guide.
Holders are advised to consult their advisers with respect to the tax
consequences of the purchase, ownership or sale of their shares or
ADR and the consequences under state and local tax laws in the
USA and the implications of the current UK/US tax conventions.
US holders of ADR generally will be treated as the owners of the
underlying shares for the purposes of the current USA/UK double
taxation conventions relating to income and gains (Income Tax
Convention), estate and gift taxes (Estate and Gift Tax Convention),
and for purposes of the Internal Revenue Code of 1986, as
amended (the Code).
244 GSK Annual Report 2013
Stamp duty
UK stamp duty or SDRT will, subject to certain exemptions, be
payable on any transfer of shares to the ADR custodian or depository
at a rate of 1.5% of the amount of any consideration provided (if
transferred on sale), or their value (if transferred for no consideration).
No SDRT would be payable on the transfer of, or agreement to
transfer an ADR. No UK stamp duty should be payable on the
transfer of an ADR provided that any instrument of transfer is
executed and remains at all times outside the UK. Any stamp duty
on the transfer of an ADR would be payable at a rate of 0.5% of the
consideration for the transfer. Any sale of the underlying shares
would, subject to certain exceptions, result in liability to UK stamp
duty or, as the case may be, SDRT at a rate of 0.5%.
Annual General Meeting 2014
2.30pm (UK) on Wednesday, 7 May 2014
The Queen Elizabeth II Conference Centre, Broad Sanctuary,
Westminster, London SW1P 3EE
The AGM is the company’s principal forum for communication
with private shareholders. In addition to the formal business, there will
be a presentation by the CEO on the performance of the Group and
its future development. There will be an opportunity for questions to
be asked to the Board. Chairmen of the Board’s Committees will take
questions relating to those Committees.
Investors holding shares through a nominee service should arrange
with that nominee service to be appointed as a proxy in respect of
their shareholding in order to attend and vote at the meeting.
ADR holders wishing to attend the meeting must obtain a proxy from
BNY Mellon. This will enable them to attend and vote on the business
to be transacted. ADR holders may instruct BNY Mellon as to the
way in which the shares represented by their ADR should be voted by
completing and returning the voting card provided by the bank.
Documents on display
The Articles of Association of the company and other documents
referred to in this Annual Report are available for inspection at the
company’s registered office and on our website and will be made
available for inspection at the AGM.
US shareholders
This summary only applies to a shareholder (who is a citizen or
resident of the USA or a domestic corporation or a person that is
otherwise subject to US federal income tax on a net income basis
in respect of the shares or ADR) that holds shares or ADR as capital
assets, is not resident in the UK for UK tax purposes and does not
hold shares for the purposes of a trade, profession or vocation that
is carried on in the UK through a branch or agency.
The summary also does not address the tax treatment of holders that
are subject to special tax rules, such as banks, tax-exempt entities,
insurance companies, dealers in securities or currencies, persons
that hold shares or ADR as part of an integrated investment
(including a ‘straddle’) comprised of a share or ADR and one or more
other positions, and persons that own (directly or indirectly) 10% or
more of the voting stock of the company.
Taxation of dividends
The gross amount of dividends received is treated as foreign source
dividend income for US tax purposes. It is not eligible for the dividend
received deduction allowed to US corporations. Dividends on ADR
are payable in US dollars; dividends on shares are payable in pounds
Sterling. Dividends paid in pounds Sterling will be included in income
in the US dollar amount calculated by reference to the exchange rate
on the day the dividends are received by the holder. Subject to
certain exceptions for short-term or hedged positions, an individual
eligible US holder will be subject to US taxation at a maximum rate
of 23.8% in respect of qualified dividends.
Taxation of capital gains
Generally, US holders will not be subject to UK capital gains tax, but
will be subject to US tax on capital gains realised on the sale or other
disposal of shares or ADR. Such gains will be long-term capital gains
(subject to reduced rates of taxation for individual holders) if the
shares or ADR were held for more than one year.
Information reporting and backup withholding
Dividends and payments of the proceeds on a sale of shares or
ADR, paid within the USA or through certain US-related financial
intermediaries are subject to information reporting and may be
subject to backup withholding unless the US holder is a corporation
or other exempt recipient or provides a taxpayer identification number
and certifies that no loss of exemption has occurred. Non-US holders
generally are not subject to information reporting or backup
withholding, but may be required to provide a certification of their
non-US status in connection with payments received. Any amounts
withheld will be allowed as a refund or credit against a holder’s US
federal income tax liability provided the required information is
furnished to the Internal Revenue Service.
Estate and gift taxes
Under the Estate and Gift Tax Convention, a US shareholder is
not generally subject to UK inheritance tax.
GSK Annual Report 2013 245
Investor information
Shareholder information
Financial reporting calendar
Publication
Results announcements
Quarter 1
Quarter 2
Quarter 3
Preliminary/Quarter 4
Annual Report/Summary
Date
April 2014
July 2014
October 2014
February 2015
February/March 2015
Results announcements
Results announcements are issued to the London Stock Exchange
and are available on its news service. They are also sent to the
US Securities and Exchange Commission and the NYSE, issued
to the media and made available on our website.
Financial reports
The company publishes an Annual Report and, for the shareholder
not needing the full detail of the Annual Report, a Summary.
These documents are available on our website from the date of
publication. The Summary is sent to all shareholders. Shareholders
may elect to receive the Annual Report by contacting the registrar.
Alternatively, shareholders may elect to receive notification by
email of the publication of financial reports by registering on
www.shareview.co.uk.
Copies of previous financial reports are available on our website.
Printed copies can be obtained from our registrar in the UK and
from the GSK Response Center in the USA, (see pages 249 and
250 for the contact details).
Donations to political organisations and
political expenditure
With effect from 1 January 2009, to ensure a consistent approach
to political contributions across the Group, we introduced a global
policy to stop voluntarily all corporate political contributions.
In the period from 1 January 2009 to 31 December 2013, the Group
did not make any political donations to EU or non-EU organisations.
Notwithstanding the introduction of this policy, in accordance with the
Federal Election Campaign Act in the USA, we continue to support an
employee-operated Political Action Committee (PAC) that facilitates
voluntary political donations by eligible GSK employees.
The PAC is not controlled by GSK. Decisions on the amounts and
recipients of contributions are made by participating employees
exercising their legal right to pool their resources and make political
contributions, which are subject to strict limitations. In 2013, a total of
US$484,810 (US$565,630 in 2012) was donated to political
organisations by the GSK employee PAC.
At the AGM in May 2001, shareholders first authorised the company
to make donations to EU political organisations and to incur EU
political expenditure, under the provisions of the Political Parties,
Elections and Referendums Act 2000, of up to £100,000 each year.
This authority has since been renewed annually. The Companies Act
2006 requires companies to continue to obtain shareholder approval
before they can make donations to EU political organisations or incur
EU political expenditure.
However, we do not make and do not intend to make donations to
political parties or independent election candidates, nor do we make
any donations to EU political organisations or incur EU political
expenditure.
246 GSK Annual Report 2013
The definitions of political donations, political expenditure and
political organisations used in the legislation are very wide. In
particular, the definition of EU political organisations may extend to
bodies such as those concerned with policy review, law reform, the
representation of the business community and special interest groups
such as those concerned with the environment, which the company
and its subsidiaries might wish to support. As a result, the definitions
may cover legitimate business activities not in the ordinary sense
considered to be political donations or political expenditure.
Such activities are not designed to support any political party or
independent election candidate. The authority which the Board has
sought annually is a precautionary measure to ensure that the company
and its subsidiaries do not inadvertently breach the legislation.
Directors
Our Directors’ powers are determined by UK legislation and our
Articles of Association, which are available on our website. The
Articles may be amended by a special resolution of the members.
The Directors may exercise all the company’s powers provided that
the Articles or applicable legislation do not stipulate that any such
powers must be exercised by the members.
The rules about the appointment and replacement of Directors
are contained in our Articles. They provide that Directors may be
appointed by an ordinary resolution of the members or by a resolution of
the Directors, provided that, in the latter instance, a Director appointed
in this way retires at the first AGM following his or her appointment.
Our Articles also provide that Directors should normally be subject
to re-election at the AGM at intervals of three years or annually if
they have held office for a continuous period of nine years or more.
However, the Board agreed in 2011 that all Directors who wish to
continue as members of the Board should seek re-election annually in
accordance with the UK Corporate Governance Code. Members may
remove a Director by passing an ordinary resolution of which special
notice has been given, or by passing a special resolution.
A Director may automatically cease to be a Director if:
• he or she becomes bankrupt or compounds with his or her
creditors generally
• he or she ceases to be a Director by virtue of the Companies
Act or the Articles
• he or she is suffering from mental or physical ill health and the
Board resolves that he or she shall cease to be a Director
• he or she has missed Directors’ meetings for a continuous
period of six months without permission and the Board
resolves that he or she shall cease to be a Director
• he or she is prohibited from being a Director by law
• he or she resigns
• he or she offers to resign and the Board accepts that offer
• all other Directors (being at least three in number) require
him or her to resign.
US law and regulation
A number of provisions of US law and regulation apply to the
company because our shares are quoted on the New York Stock
Exchange (NYSE) in the form of ADS.
NYSE rules
In general, the NYSE rules permit the company to follow UK
corporate governance practices instead of those applied in the USA,
provided that we explain any significant variations. This explanation is
contained in our Form 20-F filing, which can be accessed from the
Securities and Exchange Commission’s (SEC) EDGAR database or
via our website. NYSE rules that came into effect in 2005 require us
to file annual and interim written affirmations concerning the Audit &
Risk Committee and our statement on significant differences in
corporate governance.
Sarbanes-Oxley Act of 2002
Following a number of corporate and accounting scandals in the
USA, Congress passed the Sarbanes-Oxley Act of 2002. Sarbanes-
Oxley is a wide-ranging piece of legislation concerned largely with
financial reporting and corporate governance.
As recommended by the SEC, the company has established a
Disclosure Committee. The Committee reports to the CEO, the CFO
and to the Audit & Risk Committee. It is chaired by the Company
Secretary and the members consist of senior managers from finance,
legal, corporate communications and investor relations.
External legal counsel, the external auditors and internal experts are
invited to attend its meetings periodically. It has responsibility for
considering the materiality of information and, on a timely basis,
determining the disclosure of that information. It has responsibility for
the timely filing of reports with the SEC and the formal review of the
Annual Report and Form 20-F. In 2013, the Committee met 10 times.
Sarbanes-Oxley requires that the Annual Report contains a
statement as to whether a member of our Audit & Risk Committee
(ARC) is an audit committee financial expert as defined by Sarbanes-
Oxley. Such a statement for each of the relevant members of the ARC
(Stacey Cartwright, Judy Lewent and Tom de Swaan) is included in
the Audit & Risk Committee report on page 89. Additional disclosure
requirements arise under section 302 and section 404 of Sarbanes-
Oxley in respect of disclosure controls and procedures and internal
control over financial reporting.
Directors’ conflicts of interest
All Directors have a duty under the Companies Act 2006 to avoid
a situation in which they have, or could have, a direct or indirect conflict
of interest or possible conflict with the company. The duty applies, in
particular, to the exploitation of any property, information or opportunity
whether or not the company could take advantage of it. Our Articles
provide a general power for the Board to authorise such conflicts.
The Nominations Committee has been authorised by the Board to
grant and periodically, but in any event annually, to review any
potential or actual conflict authorisations. Directors are not counted
in the quorum for the authorisation of their own actual or potential
conflicts. Authorisations granted are recorded by the Company
Secretary in a register and are noted by the Board at its next meeting.
On an ongoing basis, the Directors are responsible for informing the
Company Secretary of any new actual or potential conflicts that may
arise or if there are any changes in circumstances that may affect an
authorisation previously given. Even when provided with
authorisation, a Director is not absolved from his or her statutory duty
to promote the success of the company. If an actual conflict arises
post-authorisation, the Board may choose to exclude the Director
from receipt of the relevant information and participation in the
debate, or suspend the Director from the Board, or, as a last resort,
require the Director to resign.
The Nominations Committee reviewed the register of potential
conflict authorisations in October 2013 and reported to the Board
that the conflicts had been appropriately authorised and that the
process for authorisation continues to operate effectively. Except as
described in Note 35 to the financial statements, ‘Related party
transactions’, during or at the end of the financial year no Director or
connected person had any material interest in any contract of
significance with a Group company.
Independent advice
The Board recognises that there may be occasions when one or
more of the Directors feel it is necessary to take independent legal
and/or financial advice at the company’s expense. There is an agreed
procedure, which is set out on our website, to enable them to do so.
Indemnification of Directors
Qualifying third party indemnity provisions (as defined in the
Companies Act 2006) are in force for the benefit of Directors and
former Directors who held office during 2013 and up to the signing
of the Annual Report.
Change of control and essential contracts
We do not have contracts or other arrangements which individually are
fundamental to the ability of the business to operate effectively, nor is
the company party to any material agreements that would take effect,
be altered, or terminate upon a change of control following
a takeover bid. We do not have agreements with any Director that
would provide compensation for loss of office or employment resulting
from a takeover, except that provisions of the company’s share plans
may cause options and awards granted under such plans to vest on a
takeover. Details of the termination provisions in the company’s
framework for contracts for Executive Directors are given on pages
122 and 123.
GSK Annual Report 2013 247
Investor information
Shareholder information
Section 302: Corporate responsibility for financial reports
Sarbanes-Oxley also introduced a requirement for the CEO and
the CFO to complete formal certifications, confirming that:
• they have each reviewed the Annual Report and Form 20-F
• based on their knowledge, the Annual Report and Form 20-F
contains no material misstatements or omissions
• based on their knowledge, the financial statements and other
financial information fairly present, in all material respects, the
financial condition, results of operations and cash flows as of the
dates, and for the periods, presented in the Annual Report and
Form 20-F
• they are responsible for establishing and maintaining disclosure
controls and procedures that ensure that material information is
made known to them, and have evaluated the effectiveness of
these controls and procedures as at the year-end, the results of
such evaluation being contained in the Annual Report and
Form 20-F
• they are responsible for establishing and maintaining internal
control over financial reporting that provides reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles
• they have disclosed in the Annual Report and Form 20-F any
changes in internal controls over financial reporting during the
period covered by the Annual Report and Form 20-F that have
materially affected, or are reasonably likely to affect materially, the
company’s internal control over financial reporting, and they have
disclosed, based on their most recent evaluation of internal control
over financial reporting, to the external auditors and the ARC, all
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to affect adversely the company’s ability to record,
process, summarise and report financial information, and any fraud
(regardless of materiality) involving persons that have a significant
role in the company’s internal control over financial reporting.
The Group has carried out an evaluation under the supervision
and with the participation of its management, including the CEO
and CFO, of the effectiveness of the design and operation
of the Group’s disclosure controls and procedures as at
31 December 2013.
There are inherent limitations to the effectiveness of any system
of disclosure controls and procedures, including the possibility
of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls
and procedures can only provide reasonable assurance of achieving
their control objectives.
The CEO and CFO expect to complete these certifications and
report their conclusions on the effectiveness of disclosure controls
and procedures in February 2014, following which the certificates
will be filed with the SEC as part of the Group’s Form 20-F.
Section 404: Management’s annual report on internal control
over financial reporting
In accordance with the requirements of section 404 of Sarbanes-
Oxley, the following report is provided by management in respect of
the company’s internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the US Securities Exchange
Act of 1934):
• management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Group.
Internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes
in accordance with IFRS
• management conducted an evaluation of the effectiveness of internal
control over financial reporting based on the framework, Internal
Control – Integrated Framework (1992) issued by the Committee of
Sponsoring Organisations of the Treadway Commission
• there have been no changes in the Group’s internal control over
financial reporting during 2013 that have materially affected, or are
reasonably likely to affect materially, the Group’s internal control
over financial reporting
• management has assessed the effectiveness of internal control
over financial reporting as at 31 December 2013 and its
conclusion will be filed as part of the Group’s Form 20-F, and
PricewaterhouseCoopers LLP, which has audited the consolidated
financial statements of the Group for the year ended 31 December
2013, has also assessed the effectiveness of the Group’s internal
control over financial reporting under Auditing Standard No. 5 of
the Public Company Accounting Oversight Board (United States).
Their audit report will be filed with the Group’s Form 20-F.
Section 13(r) of the US Securities Exchange Act
Section 13(r) of US Securities Exchange Act of 1934, as amended,
requires issuers to make specific disclosure in their Annual Reports of
certain types of dealings with Iran, including transactions or dealings
with government-owned entities, as well as dealings with entities
sanctioned for activities related to terrorism or proliferation of weapons
of mass destruction, even when those activities are not prohibited by
US law and do not involve US persons. The Group does not have a
legal entity based in Iran, but it does export certain pharmaceutical and
vaccine products from its Pharmaceuticals and Vaccines businesses to
Iran, via sales by non-US entities, to two privately held Iranian
distributors and a distributor in the UAE. The Group also does
business, via non-US entities, in other jurisdictions targeted by
sanctions laws, including Cuba, Syria, and Sudan. We do not believe
that any of the Group’s direct dealings with Iran require specific
disclosure under these requirements, and the Group’s policies limit
sales to Iran to products of high medical/public health need
(determined in part using criteria set by the World Health Organization).
The Group has no direct knowledge of the identity of its distributors’
downstream customers, and it is possible that these customers include
entities, such as government-owned hospitals and pharmacies, that are
owned or controlled directly or indirectly by the Iranian government or
by persons or entities sanctioned in connection with terrorism or
proliferation activities. Because the Group has no direct knowledge of
its distributors’ customers, it cannot establish the proportion of gross
revenue or sales potentially attributable to entities affiliated with the
Iranian government or parties sanctioned for disclosable activities. As a
result, the Group is reporting the entire gross revenues (£11.3 million)
and net profits (£4.2 million) from the Group’s sales to Iran in 2013.
248 GSK Annual Report 2013
Shareholder services and contacts
Registrar
The company’s registrar is:
Equiniti Limited
Aspect House, Spencer Road, Lancing, BN99 6DA
www.shareview.co.uk
Equiniti provides a range of services for shareholders:
Tel: 0871 384 2991 (in the UK)*
Tel: +44(0)121 415 7067 (outside the UK)
Service
Shareview service
Corporate Sponsored Nominee Account
What it offers
This enables you to create a free online portfolio to view your
share balance and movements, update your address and
dividend payment instructions and register your votes for our
AGM.
This is a convenient way to manage your shares without
requiring a share certificate. The service provides a facility for
you to hold your shares in a nominee company sponsored by
the company. You will continue to receive dividend payments,
annual reports and can attend and vote at the company’s
general meetings. Shareholders’ names do not appear on the
publicly available share register and the service is free to join.
How to participate
You can register at:
www.shareview.co.uk
An application form can be downloaded
from
www.shareview.co.uk or
requested by telephoning Equiniti.
Dividend payment direct to your bank
account
If you currently receive your dividends by cheque through the
post, you can instead have them paid directly into your bank
or building society account. This is quicker, more secure and
avoids the risk of your cheque going astray.
A dividend bank mandate form can be
downloaded from
www.shareview.co.uk or
requested by telephoning Equiniti.
Dividend payment direct to
bank account for overseas shareholders
Instead of waiting for a sterling cheque to arrive by post,
Equiniti will convert your dividend into your local currency and
send it direct to your local bank account. This service is
available in over 100 countries worldwide.
For more details on this service and the
costs involved please contact Equiniti.
Dividend Reinvestment Plan
(DRIP)
As an alternative to receiving cash dividends you may choose
to reinvest your dividends to buy more GSK shares.
Duplicate publications or mailings
Share dealing service†
(please note that market trading hours
are from 8.00am to 4.30pm
UK, Monday to Friday, excluding UK
public holidays)
If you receive duplicate copies of this report or other mailings,
please contact Equiniti and they will arrange for your accounts
to be merged into one for your convenience and to avoid
waste and unnecessary costs.
Shareholders may trade shares, either held in certificate form
or held in our Corporate Sponsored Nominee, by internet,
telephone or by a postal dealing service provided by Equiniti
Financial Services Limited.
A DRIP election form can be
downloaded from
www.shareview.co.uk or
requested by telephoning Equiniti.
Please contact Equiniti.
For internet transactions, please log on
to www.shareview.co.uk/dealing.
For telephone transactions, please call
0845 603 7037 (in the UK) or
+44 (0)121 415 7560 (outside the UK).
For postal transactions, please call
0871 384 2991 to request a dealing
form.
Individual Savings Accounts (ISAs)†
The company has arranged for Equiniti Financial Services
Limited to provide a GSK Corporate ISA to hold GSK
Ordinary Shares.
Details are available from
www.shareview.co.uk or can be
requested by telephoning Equiniti.
* UK lines are open from 8.30am to 5.30pm, Monday to Friday, except UK public holidays, and calls to the number are charged at 8p per
minute plus network extras.
† The provision of share dealing details is not intended to be an invitation or inducement to engage in an investment activity. Advice on share
dealing should be obtained from a stockbroker or independent financial adviser.
GSK Annual Report 2013 249
Share scam alert
If you receive an unsolicited telephone call offering to sell or buy your
shares, please take extra care. The caller may be part of a highly
organised financial scam.
If you are a UK shareholder, please contact the Financial Conduct
Authority for further information on this, or other similar activities,
on its consumer helpline:
Tel: 0845 606 1234 (in the UK)
Lines are open from 8.00am to 6.00pm, UK time,
Monday to Friday, except UK public holidays.
Corporate Responsibility Report
We are publishing our Corporate Responsibility Report 2013 online.
This will outline GSK’s approach to, and performance in, our key
corporate responsibility areas, Health for all, Our behaviour, Our
people and Our planet.
Internet
Information about the company, including the share price, is available
on our website at www.gsk.com. Information made available on the
website does not constitute part of this Annual Report.
Contacts
GSK Response Center
Tel: 1 888 825 5249 (US toll free)
Investor relations
Investor relations may be contacted as follows:
UK
980 Great West Road,
Brentford
Middlesex
TW8 9GS
Tel: +44 (0)20 8047 5000
USA
Five Crescent Drive
Philadelphia PA 19112
Tel: 1 888 825 5249 (US toll free)
Tel: +1 215 751 4000 (outside the USA)
Investor information
Shareholder information
ADR Depositary
The ADR programme is administered by:
BNY Mellon Shareowner Services
PO Box 30170
College Station, TX 77842-3170
Overnight correspondence should be sent to:
BNY Mellon Shareowner Services
211 Quality Circle, Suite 210
College Station, TX 77845
www.bnymellon.com/shareowner
Tel: 1 877 353 1154 (US toll free)
Tel: +1 201 680 6825 (outside the USA)
email: shrrelations@bnymellon.com
The Depositary also provides Global BuyDIRECT†, a direct ADS
purchase/sale and dividend reinvestment plan for ADR holders.
For details of how to enrol please visit www.mbnymdr.com or call
the above helpline number to obtain an enrolment pack.
Glaxo Wellcome and SmithKline Beecham
Corporate PEPs
The Share Centre Limited
Oxford House, Oxford Road, Aylesbury, Bucks HP21 8SZ
Tel: +44 (0)1296 414 141
Donating shares to Save the Children
In 2013, GSK embarked on an ambitious global partnership with
Save the Children to share our expertise and resources with the aim
of helping to save the lives of one million children.
The GSK and Save the Children partnership will focus in particular on:
• developing child-friendly medicines to reduce child mortality and
new-born deaths
• widening vaccination coverage to reduce the number of child
deaths in the hardest to reach communities
• researching new affordable nutritional products to help alleviate
malnutrition in children
•
increasing investment in the training, reach and scope of health
workers in the poorest communities to help reduce child mortality
Shareholders with a small number of shares, the value of which
makes it uneconomical to sell, may wish to consider donating them to
Save the Children. Donated shares will be aggregated and sold by
Save the Children who will use the funds raised to help them reach
the above goal.†
To obtain a share donation form, please contact our registrar, Equiniti,
who is managing the donation and sale of UK shares to Save the
Children free of charge.
† The provision of share dealing details is not intended to be an
invitation or inducement to engage in an investment activity.
Advice on share dealing should be obtained from a stockbroker
or independent financial adviser.
250 GSK Annual Report 2013
Glossary of terms
Terms used in the Annual Report
US equivalent or brief description
Accelerated capital allowances
American Depositary Receipt (ADR)
Tax allowance in excess of depreciation arising from the purchase of fixed assets that delay
the charging and payment of tax. The equivalent of tax depreciation.
Receipt evidencing title to an ADS. Each GlaxoSmithKline ADR represents two
Ordinary Shares.
American Depositary Shares (ADS)
Listed on the New York Stock Exchange; represents two Ordinary Shares.
Basic earnings per share
Called up share capital
CER growth
The company
Corporate Integrity Agreement (CIA)
Currency swap
Defined benefit plan
Defined contribution plan
Basic income per share.
Ordinary Shares, issued and fully paid.
Growth at constant exchange rates.
GlaxoSmithKline plc.
In 2012, the company entered into a settlement with the US Federal Government related to
past sales and marketing practices. As part of the settlement the company entered into a
Corporate Integrity Agreement with the US Department of Health and Human Services, under
which improvements are being built into its existing compliance programmes.
An exchange of two currencies, coupled with a subsequent re-exchange of those currencies,
at agreed exchange rates and dates.
Pension plan with specific employee benefits, often called ‘final salary scheme’.
Pension plan with specific contributions and a level of pension dependent upon the growth
of the pension fund.
Derivative financial instrument
A financial instrument that derives its value from the price or rate of some underlying item.
Diluted earnings per share
Diluted income per share.
Employee Share Ownership Plan Trusts
Trusts established by the Group to satisfy share-based employee incentive plans.
Equity Shareholders’ funds
Finance lease
Freehold
Gearing ratio
The Group
GSK
Hedging
Intangible fixed assets
Shareholders’ equity.
Capital lease.
Ownership with absolute rights in perpetuity.
Net debt as a percentage of total equity.
GlaxoSmithKline plc and its subsidiary undertakings.
GlaxoSmithKline plc and its subsidiary undertakings.
The reduction of risk, normally in relation to foreign currency or interest rate movements,
by making off-setting commitments.
Assets without physical substance, such as computer software, brands, licences, patents,
know-how and marketing rights purchased from outside parties.
Profit
Profit attributable to shareholders
Income.
Net income.
Share capital
Share option
Ordinary Shares, capital stock or common stock issued and fully paid.
Stock option.
Share premium account
Additional paid-up capital or paid-in surplus (not distributable).
Shares in issue
Subsidiary
Treasury share
Turnover
UK Corporate Governance Code
The number of shares outstanding.
An entity in which GlaxoSmithKline exercises control.
Treasury stock.
Revenue.
As required by the UK Listing Authority, the company has disclosed in the Annual Report how
it has applied the best practice corporate governance provisions of the Financial Reporting
Council’s UK Corporate Governance Code.
GSK Annual Report 2013 251
Investor information
Index
Index
Accounting principles and policies
Acquisitions and disposals
Adjustments reconciling profit after tax to operating
cash flows
Annual General Meeting
Assets held for sale
Associates and joint ventures
Board
Cash and cash equivalents
Chairman’s statement
Chief Executive’s review
Commitments
Committee reports
Competition
Consolidated balance sheet
Consolidated cash flow statement
Consolidated income statement
Consolidated statement of changes in equity
Consolidated statement of comprehensive income
Consumer Healthcare products and competition
Contingent liabilities
Corporate Executive Team
Corporate governance
Critical accounting policies
Directors and senior management
Directors’ interests in shares
Directors’ statement of responsibilities
Dividends
Donations to political organisations and
political expenditure
Earnings per share
Employee costs
Employee share schemes
Employees
Exchange rates
Executive Director remuneration
Finance expense
Finance income
Financial instruments and related disclosures
Financial position and resources
Financial review
Financial statements of GlaxoSmithKline plc, prepared
under UK GAAP
Five year record
Glossary of terms
Goodwill
Independent Auditors’ report
Intellectual property and trademarks
Inventories
Investments in associates and joint ventures
Page
136
181
179
245
163
151
76
163
2
4
187
88
11
133
135
132
134
132
11
174
80
82
67
116
110
128
154
246
154
149
198
54
142
97
151
150
188
69
58
211
222
251
157
129
157
162
161
Investor relations
Key accounting judgements and estimates
Key performance indicators
Late-stage pipeline summary
Legal proceedings
Long-term Incentive plans
Major restructuring costs
Movements in equity
Net debt
New accounting requirements
Non-Executive Directors’ fees
Notes to the financial statements
Operating profit
Other intangible assets
Other investments
Other non-current assets
Other non-current liabilities
Other operating income
Other provisions
Outlook
Pensions and other post-employment benefits
Pharmaceutical products, competition and
intellectual property
Pipeline
Presentation of the financial statements
Principal Group companies
Property, plant and equipment
Quarterly trend
Reconciliation of net cash flow to movement in net debt
Registrar
Related party transactions
Relations with shareholders
Remuneration policy report
Remuneration Report
Research and development
Responsible business
Risk factors
Segment information
Segment reviews
Share capital and control
Share capital and share premium account
Share price
Shareholder information
Strategy
Taxation
Taxation information for shareholders
The Remuneration Committee
Trade and other payables
Trade and other receivables
US law and regulation
Page
250
140
16
43
204
100
150
177
174
142
109
136
148
159
162
162
173
147
172
15
164
229
225
136
202
155
218
180
249
179
88
117
96
32
50
232
143
22
242
176
242
242
14
152
244
107
164
163
247
252 GSK Annual Report 2013
About GSK
GlaxoSmithKline plc was incorporated as an
English public limited company on 6 December
1999. We were formed by a merger between
Glaxo Wellcome plc and SmithKline Beecham
plc. GSK acquired these two English companies
on 27 December 2000 as part of the merger
arrangements.
Our shares are listed on the London Stock
Exchange and the New York Stock Exchange.
Read more at www.gsk.com
Notice regarding limitations on Director Liability
under English Law
Under the UK Companies Act 2006, a safe harbour limits the
liability of Directors in respect of statements in and omissions
from the Directors’ Report (for which see page 95), the
Strategic Report (pages 2 to 74) and the Remuneration Report
(pages 96 to 126). Under English law the Directors would be
liable to the company, but not to any third party, if one or more
of these reports contained errors as a result of recklessness or
knowing misstatement or dishonest concealment of a material
fact, but would not otherwise be liable.
Website
GlaxoSmithKline’s website www.gsk.com gives additional
information on the Group. Notwithstanding the references
we make in this Annual Report to GlaxoSmithKline’s website,
none of the information made available on the website
constitutes part of this Annual Report or shall be deemed
to be incorporated by reference herein.
Cautionary statement regarding forward-looking
statements
The Group’s reports filed with or furnished to the US
Securities and Exchange Commission (SEC), including this
document and written information released, or oral statements
made, to the public in the future by or on behalf of the Group,
may contain forward-looking statements. Forward-looking
statements give the Group’s current expectations or forecasts
of future events. An investor can identify these statements by
the fact that they do not relate strictly to historical or current
facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’,
‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’ and other words and
terms of similar meaning in connection with any discussion of
future operating or financial performance. In particular, these
include statements relating to future actions, prospective
products or product approvals, future performance or results
of current and anticipated products, sales efforts, expenses,
the outcome of contingencies such as legal proceedings,
and financial results. The Group undertakes no obligation to
update any forward-looking statements, whether as a result
of new information, future events or otherwise.
Forward-looking statements involve inherent risks and
uncertainties. The Group cautions investors that a number
of important factors, including those in this document, could
cause actual results to differ materially from those contained
in any forward-looking statement. Such factors include, but
are not limited to, those discussed under ‘Risk factors’ on
pages 232-241 of this Annual Report.
A number of adjusted measures are used to report the
performance of our business. These measures are defined
on page 58.
Brand names
Brand names appearing in italics throughout this report
are trademarks which in 2013 were either owned by and/or
licensed to GlaxoSmithKline or associated companies, with
the exception of NicoDerm, a trademark of Johnson & Johnson,
Novartis, Sanofi or GlaxoSmithKline, Potiga, a trademark of
Valeant, Prolia and Xgeva, trademarks of Amgen, Axentri, a
trademark of Emcure Pharmaceuticals, Volibris, a trademark
of Gilead, Xyzal, a trademark of UCB or GlaxoSmithKline and
Zyrtec, a trademark of UCB or GlaxoSmithKline all of which
are used in certain countries under licence by the Group.
Printing
Printed at Pureprint Group, ISO 14001.
FSC® certified and CarbonNeutral®.
Paper
This Annual Report is printed on
Amadeus 100 silk, a 100% recycled
paper with full FSC certification.
All pulps used are made from 100%
de-inked, post-consumer waste
and are elemental chlorine free.
The manufacturing mill holds the ISO
14001 and EU Eco-label certificates
for environmental management.
www.gsk.com
Here you will find downloadable PDFs of:
• Annual Report 2013
• Annual Summary 2013
• Form 20-F
• Corporate Responsibility Report 2013
Head Office and Registered Office
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
United Kingdom
Tel: +44 (0)20 8047 5000
Registered number: 3888792
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