Annual Report 2015
2015 saw substantial progress
to accelerate new product
sales growth and strengthen
our Pharmaceuticals, Vaccines
and Consumer Healthcare
businesses
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Overview of 2015
“ In 2015, we made substantial progress to accelerate
new product sales growth, integrate new businesses in
Vaccines and Consumer Healthcare and restructure our
global Pharmaceuticals business. This progress means
the Group is well positioned to return to core earnings
growth in 2016.”
Sir Andrew Witty, Chief Executive Officer
Performance summary
£23.9bn
Group turnover
(up 6% CER/up 1% CER
pro-forma) a
£10.3bn
Total operating profit
(up >100% CER) a
£5.7bn
Core operating profit
(down 9% CER/down 3%
CER pro-forma) a
£3.9bn
Cash dividends paid
in 2015
£2.0bn
New product sales b
(up >100%)
174.3p
Total earnings per share
(up >100%, primarily
reflecting impact of
transaction gains)
75.7p
Core earnings per share
(down 15% CER, primarily
reflecting short-term dilution
of the Novartis transaction) a
100%
Markets now operating
new commercial model
~40
20
Potential new medicines
and vaccines profiled at R&D
event, 80% of which have
potential to be first-in-classc
Potential to file up to
20 assets with regulators
by 2020
~13%
Estimated internal
rate of return in R&D
in 2015
1st
In Access to Medicine
Index
Footnotes
a We use a number of adjusted measures to report the performance of our business,
as described on page 54. These include core results, CER growth rates and pro-forma
CER growth rates. A reconciliation of total results to core results is set out on page 62.
b New products defined as:
Pharmaceuticals: Relvar/Breo Ellipta, Anoro Ellipta, Incruse Ellipta, Arnuity Ellipta,
Eperzan/Tanzeum, Nucala, Tivicay, Triumeq.
Vaccines: Menveo, Bexsero, Shingrix (not yet approved).
c GSK R&D event on 3 November 2015.
Front cover story
Innovation is at the heart of all we do
Katherine, pictured left, is one of a team of scientists continuing to develop Nucala after almost
20 years of focused R&D, including nine distinct patient studies. Nucala is a monoclonal antibody
that stops IL-5 from binding to its receptor on the surface of eosinophils. In people with asthma,
eosinophils – a type of white blood cell – cause inflammation in the lungs, making it difficult to
breathe and increasing the risk of asthma attacks.
The 2015 European and US regulatory approvals of Nucala – the first-in-class approved targeted
biologic therapy for people with eosinophilic-driven severe asthma – consolidates GSK’s leading
global position in respiratory medicine.
Katherine, GSK senior scientist, Stevenage, UK
B GSK Annual Report 2015
At GSK, our mission is to
improve the quality of human
life by enabling people to do
more, feel better, live longer.
Find out more www.gsk.com
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. Other than in accordance with its legal or regulatory obligations (including under the UK Listing
Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), the Group undertakes no
obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
The reader should, however, consult any additional disclosures that the Group may make in any documents which it
publishes and/or files with the SEC. All readers, wherever located, should take note of these disclosures. Accordingly,
no assurance can be given that any particular expectation will be met and shareholders are cautioned not to place
undue reliance on the forward-looking statements.
Forward-looking statements are subject to assumptions, inherent risks and uncertainties, many of which relate to factors
that are beyond the Group’s control or precise estimate. The Group cautions investors that a number of important factors,
including those in this document, could cause actual results to differ materially from those expressed or implied in any
forward-looking statement. Such factors include, but are not limited to, those discussed under ‘Risk factors’ on pages
231-240 of this Annual Report. Any forward-looking statements made by or on behalf of the Group speak only as of the
date they are made and are based upon the knowledge and information available to the Directors on the date of this
Annual Report.
All expectations and targets regarding future performance should also be read together with ‘Assumptions related
to 2016-2020 outlook’ on the inside back cover.
A number of adjusted measures are used to report the performance of our business. These measures are defined
on page 54 and a reconciliation of core results to total results is set out on page 62.
Contents
Strategic report
Our investor proposition
Our business
Chairman’s statement
CEO’s statement
Our global marketplace
Our business model
Our strategic priorities
How we performed
Our approach to risk
Pharmaceuticals
Vaccines
Consumer Healthcare
Responsible business
Group financial review
02
04
06
07
08
11
12
14
16
18
26
32
38
50
Governance & remuneration
74
Our Board
78
Our Corporate Executive Team
80
Board governance
Corporate governance framework 82
Committee reports
Audit & Risk
Nominations
Corporate Responsibility
Remuneration report
Chairman’s annual statement
102
Annual report on remuneration 103
127
Remuneration policy summary
88
95
98
Financial statements
Directors’ statement
130
of responsibilities
131
Independent Auditor’s report
Financial statements
138
Notes to the financial statements 142
Financial statements of
GlaxoSmithKline plc
prepared under UK GAAP
211
218
222
225
Investor information
Quarterly trend
Five year record
Product development pipeline
Product, competition and
228
intellectual property
231
Risk factors
241
Share capital and share price
243
Dividends
243
Financial calendar
Annual General Meeting 2016
243
Tax information for shareholders 244
Shareholder services
and contacts
US law and regulation
Group companies
Glossary of terms
246
248
250
259
GSK Annual Report 2015 1
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Our investor proposition
GSK is a science-led global healthcare company that aims to
deliver growth and improving returns to shareholders through
the development of innovative pharmaceutical, vaccine and
consumer healthcare products.
Three world-leading
businesses
Each has a broad range
of growth drivers and the
global presence to access
increasing demand for
healthcare.
Strong R&D
innovation
R&D underpins all
our businesses with
research focused in
six core therapy areas.
Pharmaceuticals
Vaccines
Consumer Healthcare
£14.2bn
2015 turnover
Leadership in key
therapeutic areas
including Respiratory
and HIV
£3.7bn
2015 turnover
£6.0bn
2015 turnover
The most comprehensive
vaccines portfolio in the
industry
One of the world's
leading global Consumer
Healthcare companies
(by retail sales)
Vaccines
Respiratory
diseases
Rare diseases
Immuno-
inflammation
HIV/infectious
diseases
Oncology
Around 40
new
potential medicines and
vaccines in our pipeline
profiled at R&D event b
80%
of which we believe are
potentially first-in-class
20
Potential to file up
to 20 assets by 2020
b GSK R&D event on 3 November 2015.
Efficient global
operating model
We are focused on
optimising our operations
through restructuring,
investments and
modernisation to
improve profitability
and efficiency.
£2.5bn
£1bn
2015 adjusted free cash flow excluding
costs funded by divestmentsc
in incremental annual cost
savings delivered in 2015 and
£6.7bn
net proceeds from disposals
generated in 2015
£3.7bn
reduction in net debt in 2015
£3bn
in annual cost savings
expected by end of 2017d
c Excluding legal payments and also non-core
restructuring and integration costs and the initial
tax payments on the sale of the Oncology business.
d £1.6 billion annual savings
achieved by 31 December 2015.
£
2 GSK Annual Report 2015
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150+
Presence in more
than 150 markets
£6bn
in annual revenues
expected from new
Pharmaceutical and
Vaccine product sales
(£2bn sales achieved
in 2015)a
~13%
Estimated internal
rate of return on
R&D investment
a At its Investor event on 6 May 2015,
GSK outlined a series of expectations for
its performance over the five year period
2016-2020. See inside back cover.
1,500
We partner with over 1,500
organisations around the world,
including academic institutions,
public-private partnerships
and other pharmaceutical and
biotechnology companies
100%
on time supply for all
key new pharmaceutical
product introduction
launches in 2015 across
all markets
93%
Consumer Healthcare
supply: average service
levels of 93% OTIF
(on time in full) in 2015e
No.1
in customer trust for
both GSK Respiratory
and Vaccines in the USf
1.8m
unique visitors to GSK
HCP digital portals,
+21% in 2015
Earnings
• Core EPS percentage
growth expected to
reach double digits
CER in 2016
• Medium-term outlook
for Group to grow Core
EPS mid-to-high single
digitsg CAGR over five
years to 2020 CERh
Returns
• Ordinary dividend of
80p per share for 2015
• Special dividend of
20p per share for 2015
(£1 billion from Novartis
transaction proceeds)
• Expect to pay ordinary
dividend of 80p per
share for both 2016
and 2017
e Legacy GSK brands.
f
Customer trust rankings as demonstrated
in GSK annual customer value survey of
over 4,000 customers.
g At its Investor event on 6 May 2015, GSK
outlined a series of expectations for its
performance over the five year period
2016-2020. See inside back cover.
h Expected compound annual growth rate
(CAGR) to 2020, using 2015 as the base
year. See inside back cover.
GSK Annual Report 2015 3
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Our business
We are focused on the research and development
of innovative pharmaceutical medicines, vaccines
and consumer healthcare products.
Our strategy
Our strategy is designed to generate
sustainable sales and earnings growth
and improved returns to shareholders.
We have three strategic priorities:
To grow a balanced business
and product portfolio, capable of
delivering sustainable sales growth
To research, develop and deliver
more high quality, innovative products
that offer valuable improvements in
treatment for patients, consumers
and healthcare providers
To simplify the way we operate to
reduce complexity, increase efficiency
and free up resources to reinvest
elsewhere in the business, or return
to shareholders wherever we see the
most attractive returns.
Responsible business
Being a responsible business is central to
our strategy, and how we deliver success
is just as important as what we achieve.
Our work is underpinned by our values of
patient focus, integrity, respect for people
and transparency.
Read more about our strategic priorities
and our approach to responsible
business on pages 12 to 13.
Research & development
R&D innovation underpins all of our
businesses. We partner with more than
1,500 other companies and academic
organisations around the world,
enabling us to increase our
understanding of new areas of science
and to share the risk of development.
We have a deep portfolio of innovation
focused across six core areas of
scientific research and development:
HIV and infectious diseases, oncology,
immuno-inflammation, vaccines,
respiratory and rare diseases. In 2015,
we profiled around 40 new potential
medicines and vaccines, 80% of which
we believe have the potential to be
first-in-class. This means they may offer
benefits beyond current standards of
care and, in some cases, could radically
transform how patients are treated.
Read more about our R&D on pages
18 to 37.
20
Potential to file up to 20
assets by 2020
Of the 40 assets profiled
in 2015, we expect:
phase III starts in 2016/2017 and
up to 10
up to 20
phase II starts in 2016/2017
~13%
Estimated internal rate of return
on R&D investment
£3.1bn
Core R&D expenditure in 2015
Core R&D expenditure
allocation in 2015
Pharmaceuticals
Vaccines
Consumer Healthcare
£bn
2.3
0.5
0.3
Our businesses
Our Pharmaceuticals, Vaccines and
Consumer Healthcare businesses
generated turnover of £23.9 billion in 2015.
Each business benefits from GSK's global
commercial infrastructure, integrated supply
networks, innovative R&D and significant
global presence.
See our business model on page 11.
Read more about our businesses opposite
and on pages 18 to 37.
Global presence
We have a significant global presence
with 101,255 employees in more than 150
markets, a network of 89 manufacturing
sites, and large R&D centres in the UK,
US, Belgium and China.
Balanced geographies
Turnover by region 2015
39%
34%
27%
US
Europe
International
Balanced businesses
2015 % of Group turnover
25%
15%
60%
Pharmaceuticals
Vaccines
Consumer
Healthcare
4 GSK Annual Report 2015
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Pharmaceuticals
Our Pharmaceuticals business develops
and makes medicines to treat a broad
range of acute and chronic diseases.
We have leading global positions in
respiratory disease and HIV with a
portfolio of innovative and established
medicines.
Vaccines
Our Vaccines business is one of
the largest in the world, developing,
producing and distributing over 1.9 million
vaccines every day to people across
the world. We have a broad portfolio
of 39 paediatric, adolescent, adult and
travel vaccines.
Consumer Healthcare
Our Consumer Healthcare business
develops and markets products in
Wellness, Oral health, Nutrition and
Skin health. We have a portfolio of some
of the world’s most trusted and best-
selling brands which include Sensodyne,
Voltaren, Horlicks and Panadol.
Read more on pages 18 to 25.
Read more on pages 26 to 31.
Read more on pages 32 to 37.
£14.2bn
Total turnover
60%
of Group turnover
£3.7bn
Total turnover
15%
of Group turnover
Sales by therapy area
Respiratory
Cardiovascular, metabolic and urology
Immuno-inflammation
Oncology*
Other pharmaceuticals
Established Products
HIV (ViiV Healthcare)
£m
5,741
858
263
255
2,199
2,528
2,322
Sales by category
Rotavirus
Pneumococcal
Flu
Meningitis
TDaP*
Hepatitis
Other
£m
417
381
268
275
1,091
540
685
* Representing sales prior to the disposal of
the Oncology business unit to Novartis in
March 2015.
* Tetanus, diphtheria and acellular pertussis.
£6.0bn
Total turnover
25%
of Group turnover
Sales by category
Wellness
Oral health
Nutrition
Skin health
£m
2,970
1,866
684
508
GSK Annual Report 2015 5
Chairman’s statement
“ The Group has made good
progress in delivering the
strategy and outlook set
out to shareholders in
May 2015.”
2015 highlights
80p + 20p
80p ordinary dividend and a special
dividend of 20p
This is my first letter to shareholders and
I am pleased to report that the Group made
good progress in delivering the strategy
and outlook set out to shareholders in
May 2015.
A clear element of the Group’s strategy
is to deal with the decline in sales of
Seretide/Advair which has for the best
part of the last decade been the biggest
source of profits to the Group. This is a
considerable challenge. However with the
investments that have been made in new
Pharmaceutical and Vaccine products we
are now seeing an effective transition in
the Group’s portfolio.
It is also important for the Group to secure
the sales benefits and cost synergies
resulting from the recent Novartis
transaction, which was successfully
completed in 2015. The Board is closely
monitoring the integration of the new
businesses acquired in Vaccines and
Consumer Healthcare and it is clear
that management has made substantial
progress.
For 2015, the Group has declared an
ordinary dividend of 80 pence per share
and a special dividend of 20 pence.
The current level of annual dividend of
80 pence exceeds the cash flows from
our businesses. However, the Board has
said it expects to maintain that level of
payment for 2016 and 2017, which are
important years of change. During this
period, the long-term impact on cash flow
of the decline in Seretide/Advair should
become clearer but so should the benefit
to cash generation of the growth of recently
launched products, the expansion of our
Vaccines and Consumer businesses
and reduced restructuring expenditure.
Good progress has been made in the
development of the company’s operating
model and R&D pipeline. Both of these are
important for the long-term health of the
company and the Board is encouraged by
the level of innovation in the company’s
pipeline, with novel assets in development
across six core therapy areas.
A priority for the Board is to manage
succession of executive management.
After what will have been nearly 10 years
as CEO, Sir Andrew has indicated to the
Board his intention to retire from the
company in early 2017. The Board has
agreed that he will retire on 31 March 2017.
This will be the culmination of 32 years of
service and leadership to GSK and the
industry. We will thank Andrew more
formally for his tremendous dedication and
contribution next year. In the meantime, the
Board will now start a formal search for a
successor and will consider internal and
external candidates for the role.
I am pleased to report that the Group has
demonstrated strength in multiple areas of
governance. A review of the work overseen
by the Audit & Risk Committee is on page
88. The Remuneration Committee has
operated in accordance with the binding
Remuneration Policy, approved by
shareholders in 2014. The Remuneration
report can be found on page 102.
We have been pleased to welcome two
new independent Non-Executive Directors
to the Board: Vindi Banga and Dr Jesse
Goodman, as our Senior Independent
Director Designate and a Scientific and
Medical Expert respectively. I am pleased
with the contributions they have made
already to the Board’s deliberations.
Sir Christopher Gent retired from the
Board as Chairman in May 2015 after over
10 years at the helm of GSK. He stood
down at the same time as Tom de Swaan
and Jing Ulrich. Long-serving Non-
Executive Directors: Dr Stephanie Burns,
Sir Deryck Maughan and Dr Daniel
Podolsky will retire as planned at the
2016 AGM in May after completing over
nine years service. Hans Wijers has also
decided not to seek re-election at our AGM
this year. We have greatly appreciated all
their dedication, experience, the wealth of
knowledge and insights they brought to
Board deliberations over their years of
service on the Board.
In closing, on behalf of the Board, I would
like to thank Sir Andrew and his executive
team for their commitment and
performance in 2015.
Philip Hampton
Chairman
6 GSK Annual Report 2015
Strategic reportStrategic reportGovernance & remunerationFinancial statementsInvestor informationGovernance & remunerationFinancial statementsInvestor information
CEO’s statement
“ The progress we have
made in 2015, strongly
positions the Group to
deliver the medium-
term outlook we set out
to investors in May last
year and to return to core
earnings growth in 2016.”
Restructuring and modernising
our business
We are ahead of schedule on our
integration and restructuring programmes
and in 2015 realised £1 billion of
incremental annual cost savings.
We are well on track to deliver £3 billion
of savings by the end of 2017.a
We are modernising our business and
making significant changes to our
commercial model. We have already
changed how we compensate our sales
representatives and from the beginning
of January 2016 stopped paying external
doctors to speak about our products.
These are industry firsts. At the same time,
we are investing significantly in our own
medical expertise and developing new
digital capabilities to improve our
interactions with physicians.
Outlook
The progress we have made in 2015,
strongly positions the Group to deliver
the medium-term outlook we set out to
investors in May last year and to return
to core earnings growth in 2016.
Finally, and this year more than ever, I would
like to thank all of our employees for their
extraordinary energy, passion and tenacity.
Sir Andrew Witty
Chief Executive Officer
GSK Annual Report 2015 7
2015 highlights
£23.9bn
2015 Group turnover
(up 6% CER/+1% CER pro-forma)
£2.0bn
New product sales
(up >100%)
£1.0bn
2015 incremental annual cost savings
from integration and restructuring
2015 marked further progress against
our strategy of creating a balanced Group
of three world leading business in
Pharmaceuticals, Vaccines and Consumer
Healthcare, with a clear aim to deliver growth
and improving returns to shareholders.
In the year, we completed our major 3-part
transaction with Novartis and made good
progress to integrate new businesses in
Consumer Healthcare and Vaccines and
restructure our Pharmaceuticals business.
At the same time, sales of our new
products have dramatically accelerated.
Trading performance
Group sales rose 6% (+1% pro-forma)
to £23.9 billion, despite trading conditions
remaining challenging in a number of
markets. Core earnings per share was
75.7 pence, (-15% CER), ahead of our
guidance for the year. Total earnings per
share were 174.3 pence, a rise of more
than 100%, reflecting the significant gains
from the transaction.
Footnote
a £1.6bn savings achieved as at 31 December
2015 with a further £1.4bn to come over the
next two years
Over the last two years we have launched a
number of new pharmaceutical and vaccine
products and in 2015 sales from this group
reached £2 billion. This performance was
driven by continued excellent uptake of
our HIV launches (Tivicay and Triumeq),
growing momentum in our new respiratory
portfolio (Relvar/Breo, Anoro and Incruse)
and significant contributions from newly
acquired meningitis vaccines Bexsero
and Menveo.
New product sales are now more than
offsetting the declines in Seretide/Advair;
sales of which are now around 30% below
their peak in 2013.
2015 also saw a very strong performance
from our Consumer Healthcare business
with sales up 44% (+6% pro-forma)
driven by a number of key brands including
Sensodyne and allergy treatment Flonase
which we switched from prescription status
to over-the-counter in the US.
Strong R&D innovation
Our R&D organisation continued to deliver
significant innovation for the Group in 2015.
A key milestone was the approval in the US
and Europe of Nucala, our first biologic
treatment for severe asthma. We also
successfully gained approval for our malaria
vaccine, the first vaccine against a parasite.
Since 2008, the Group has received
approvals for 15 new molecular entities
(NMEs). In November 2015, we profiled
around 40 new potential medicines and
vaccines, 80% of which we believe could
be first-in-class.
Over the next two years we expect to see
significant development milestones for a
number of these assets including filings
for our vaccine for shingles, Shingrix,
sirukumab, for rheumatoid arthritis, and
our triple combination therapy for chronic
obstructive pulmonary disease (COPD).
In addition, we expect continued progress
in our mid and late stage pipeline in core
therapy areas of respiratory, immuno-
inflammation, HIV, vaccines and oncology.
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Our global marketplace
The global healthcare marketplace is experiencing
significant change as an uneven economic recovery,
far-reaching global trends and an evolving commercial
environment, particularly on pricing, transform the sector.
The global healthcare market
The global economy remained fragile
in 2015, with overall growth falling from
3.4% in 2014 to 3.1%a, reflecting slower
growth in certain emerging economies
and in oil-exporting countries.
Despite this unsettled economic
background, the global pharmaceuticals
market continued to grow. Global sales
were £428 billion for the period January
to September 2015, up from £393 billion
during the same nine months in 2014.
North America remained the largest
pharmaceuticals market, with a 49%
share of global sales (up from 45% in 2014).
Europe represented 21%, down from 24%,
Asia Pacific was relatively static at 23%,
emerging markets fell to 22% from 23%,
with Japan down to 8% from 9%.
In 2015, the global vaccines market grew by
4% to around $27.5 billion. It is expected to
continue growing at around 4% per year and
represent around $35 billion by 2020.b
The consumer healthcare markets in which
GSK operates are estimated to be worth
more than $100 billion, and are projected
to grow by 3-4% annually over the next
five years.c
We have evaluated the implications for
our business of a possible exit of the
United Kingdom from the European
Union. In our view, there are advantages
in the UK remaining part of the EU, where
the Group would continue to have easy
access to a significant economic bloc, be
able to operate within an established and
harmonised regulatory approval system and
continue to benefit from EU advocacy on
international trade discussions. However,
while the UK leaving the EU would create
uncertainty and add complexity to a wide
range of our business activities, with some
short-term disruption likely, we have plans
in place to mitigate these effects, and we
do not currently believe that there would
be a material adverse impact on the
Group’s results or financial position.
Global societal trends
impacting healthcare
In emerging markets long-term economic
growth, increasing expectations for healthcare
provision, and changing diets and lifestyles
are increasing demand for healthcare
products across all life stages, especially
to treat chronic conditions including
respiratory and cardiovascular disease.
This demand is expected to grow significantly
faster in these markets over the coming
years than in more mature economies.
This will create funding challenges.
8 GSK Annual Report 2015
In developed economies, ageing
populations and improvements in
medical technology are further adding
to the pressure on healthcare budgets.
Changing societal attitudes are also
shaping the healthcare environment.
People are taking an increasingly
active role in managing their own
health which is creating more demand
for healthcare products.
Finally, the heightened geopolitical
uncertainty in several key regions is
likely to impact certain healthcare markets
during 2016 and beyond.
GSK's group of three world leading
businesses in Pharmaceuticals, Vaccines
and Consumer Healthcare, and our global
presence, means we are well positioned
to respond to these opportunities (see
our strategic response opposite).
Pricing and market access
The pressure on, and public debate about,
the industry’s approach to pricing, continued
to increase during 2015 in all key markets,
but particularly in the US. Alongside this,
many healthcare systems are focusing on
how to assess the value of medicines, with
formal health technology assessments
(HTAs) continuing to grow in importance.
In both Japan and the US, new assessment
processes are being piloted, while more
established systems in Europe continue
to present challenges that can delay launch
or restrict patient populations. However,
successful market access negotiations
for innovative, value-adding products
continued in most countries during 2015,
demonstrating a continued willingness to
pay for treatments that meet genuine unmet
patient needs.
Both the highly-charged public debate on
pricing and the increased influence of value
assessments are likely to continue in 2016
and beyond which will continue to create
uncertainty for the industry. Increased
collaboration between different stakeholders
will be key to deliver mutually acceptable
pricing and access solutions.
US
The healthcare landscape in the US continues
to see substantial change, with a strong focus
on continuing to expand healthcare coverage
and controlling costs in areas of high growth.
At the same time, the US government is
implementing policies that shift payment
away from the traditional fee-for-service
arrangements and towards approaches that
are intended to increase competition by
incentivising efficiency and quality.
Macro-economic
and social trends
Population growth,
ageing populations
and lifestyle changes
Long-term economic growth
in emerging markets
Rapid scientific and
technological advances
Political instability
and fragmentation
Increased expectations
of transparency and
high standards for
all businesses
Climate change and
resource depletion
Global competition
for talent
2015 saw more aggressive formulary
price negotiations and exclusions of
competing products.
Public commentary on this issue was not
able to capture the complexities of pricing
structures and confidential discounts
creating a lack of transparency. Many
stakeholders, including policy makers,
presidential election candidates, payers,
providers and patients called for pricing
reform, and we expect pricing to be a
focus of policy debates in the US in
2016 and beyond.
Footnotes
a International Monetary Fund, World Economic
Outlook: Adjusting to Lower Commodity Prices,
October 2015.
b EvaluatePharma, World Preview 2015, Outlook
to 2020, June 2015.
c Internal forecasts based on Nicholas Hall and
Euromonitor.
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The global
healthcare
marketplace
Opportunities and
challenges for the
healthcare sector
Rising living standards
and ageing populations
leading to growing
demand for healthcare,
particularly in emerging
markets
Changing lifestyles
leading to changing
disease burdens
Scientific advances
create opportunity for
innovation
Payer concern with
cost and value, leading
to pressure on pricing
and demand for
differentiated products
Expectation of
high standards
of behaviour for
healthcare
companies
Our strategic response
Three world-leading businesses
We have created a group of three world-
leading businesses in Pharmaceuticals,
Vaccines and Consumer Healthcare, with
a presence in more than 150 markets.
This provides access to global demand
for healthcare and aims to deliver growth
and improving returns to shareholders.
Read more on pages 18 to 37.
Creating innovative products
R&D innovation underpins all our
businesses focused in six core therapy
areas where our scientific understanding
can help deliver significant medical
advances to patients.
Read more on pages 22, 29 and 36.
Global and sustainable pricing
We aim to improve returns from our R&D
innovation by striking a balance between
price and volume generation.
We are actively working with payers,
policymakers, physicians and others
on solutions to address concerns about
the cost of healthcare. Realising and
maximising value – for patients, for
providers, and for innovators – has to
be at the centre of this discussion.
Read more on page 8.
Leading responsible
business approach
Being a responsible business is
fundamental to GSK and to our strategic
priorities. For us, how we do business is
as important as the financial results we
deliver. We have led the industry on
access to medicines, data transparency
and evolving our commercial model to
ensure patients' interests come first.
Read more on page 38.
GSK Annual Report 2015 9
Our global marketplace
continued
Regulatory environment
Prescription medicines and vaccines are
highly regulated to ensure patients and
users have access to safe and effective
medicines. In the US, the Food and
Drug Administration (FDA) approves new
medicines and in 2015 approved 45 novel
medicines (41 in 2014). This is the highest
number of approvals across the
pharmaceutical industry since 1996.
The healthcare landscape continues to
undergo substantial change, with a much
stronger focus on improving quality and
controlling costs. The FDA is responding
to these challenges by working with
industry to advance alternative approaches
to help reduce the time and cost in
developing new medicines particularly
generics, which include amongst others
the use of biomarkers and real world data.
In Europe, the European Medicines
Agency (EMA) regulates new medicines
and in 2015 issued 43 positive opinions
for medicines containing new active
substances (36 in 2014). During 2015,
the EMA continued its efforts to help
accelerate patient access to valuable
new medicines. This included progressing
its Adaptive Pathways Pilot and proposals
to launch a new scheme to boost innovation,
called ‘PRIME’ (PRIority MEdicines).
In Japan, in 2015, 38 new medicines
received approval along with the first
two regenerative (cell based) medicine
products, one of which was developed
by JCR Pharmaceuticals, a partner of
GSK. Six products obtained the first
designations under the ‘sakigake’ fast-track
review system, introduced in 2015
to promote early development and
regulatory application in Japan ahead
of the rest of the world.
Intellectual property and patent
protection developments
To ensure a reasonable return on
investment, research-based healthcare
companies rely on the protection of their
intellectual property through patents,
regulatory data exclusivity, and other rights.
Patent expiry or the early loss of a patent
can lead to the availability of a generic
version of a product, which is often
cheaper as the generic manufacturer does
not typically incur significant R&D costs.
In developed markets, generics can rapidly
capture a large share of the market. Market
erosion may be less in emerging markets.
During 2015, agreement was reached
on the Trans-Pacific Partnership, giving
inter alia five years of data exclusivity
for most non-biologic pharmaceutical
products and, for biologics, an additional
three years of equivalent protection.
These provisions will be introduced
over a period of time depending on the
country if the agreement is ratified by the
US Congress.
The EU has also concluded bilateral
agreements with other markets of this region
in 2015, such as with Vietnam, which should
improve the regulatory environment, and
enhance patient access to key medicines
and vaccines. A number of other trade
agreements are under negotiation, such
as the Trans-Pacific Trade and Investment
Partnership and the EU-Japan FTA.
In some markets the availability of intellectual
property rights, particularly patents and data
protection, may be more limited and more
difficult to enforce than in developed world
markets. For example, India, Brazil and
Argentina have implemented, or are
considering, practices that restrict the
availability of patents. In addition, some
countries are considering more widespread
use of compulsory licensing.
Vaccines and other biological products do
not currently face such a degree of generic
competition, largely because for these
products, the research required is more
difficult, the product is more complex, and
the quality is more dependent on technical
manufacturing processes, compared to
small molecule medicines.
While intellectual property protections
are available for consumer healthcare
products, their importance and
effectiveness are different. Consumer
healthcare products are also covered
by national regulation regarding testing,
approval, manufacturing, labelling,
marketing and advertising. These products
have strong reliance on brand loyalty and
trade mark protection to create and protect
value over time, especially in emerging
markets.
Competition
GSK operates in a highly competitive and
dynamic marketplace. 2015 saw rapid
consolidation within the sector in response
to the significant market pressure on the
industry. Mergers and acquisitions in the
pharma, medical and biotech sector hit
a new record in 2015, with transactions
reaching $575 billion globally ($380 billion
in 2014)d and with 530 deals in the sector
in the US alone.e The consumer healthcare
market also remains highly competitive with
several high profile deals in 2015.
Footnotes
d MergerMarket. Global and regional M&A:
2015 (page 3)
e MergerMarket. Global and regional M&A:
2015 (page 9)
A growing population
>7bn people
~1bn 60+ year olds
by 2020 (+20%)
>6bn people outside
US and Europe
650m new babies
by 2020
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Europe
Given the significant public funding of
healthcare in most European countries,
pressure on government budgets continued
to create challenges for the industry.
The market grew in 2015, primarily due
to the use of new high-priced medicines for
hepatitis C, putting ever greater constraints
on healthcare budgets. Inequality of access
to medicines, both between European
countries and within patient populations,
as well as affordability, remain significant
issues. Despite much debate on the issue
of medicines affordability, and in particular
affordability for member states with lower
GDP, practical challenges remain to any
significant reform of medicines pricing
and access.
Japan
There was a strong focus on pricing in
Japan, with the government implementing
a new approach to mitigate the fiscal burden
associated with medicines that have annual
sales of more than 100 billion yen, and which
exceeded significantly the sales forecast
agreed with the government at launch.
Emerging markets
Governments across the emerging market
regions continue to seek ways to improve
access to healthcare while at the same
time manage healthcare expenditure.
Countries dependent on oil may look
to limit spending on health as a result
of the significant decrease in oil prices.
Countries as diverse as Ghana, China
and India are looking to expand the
population covered by government-funded
health schemes. This increases the
opportunities for high volume tenders
but also impacts pricing.
10 GSK Annual Report 2015
Our business model
Our success depends on our ability to research and
develop innovative healthcare products and make
them accessible to as many people as possible.
To deliver our mission, we must align all
our inputs behind our strategic priorities.
We harness our primary inputs set out below,
to strengthen our ability to make products
that satisfy unmet needs, offer cost effective
healthcare options to our customers, and
increase access to our vaccines, medicines
and consumer healthcare products.
Our business model is designed to
deliver a range of outputs for patients,
shareholders and society. In addition to
direct benefits for patients, consumers
and shareholders, a successful business
will help build strong societies and make
direct and indirect contributions in the
countries where it operates through tax,
employment and charitable support.
If we do this well, it will lead to 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.
Inputs
Our businesses
Our operations
Outputs
Unmet medical needs
Pharmaceuticals
R&D
Scientific and
technological expertise
Macro socio-economic
environment
Vaccines
Financial resources
Collaborations
and partnerships
Our people and
culture
Consumer Healthcare
Discovering and
developing innovative
healthcare products
Manufacturing
Making and distributing
quality products
around the world
Commercialisation
and distribution
Improving access
to our products
Reinvestment
Healthcare benefits
to patients and
consumers
Sustainable
sales growth
Returns to
shareholders
Benefits to society
(including tax,
employment and
charitable support)
Profits and cashflow
generation
GSK Annual Report 2015 11
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Our strategic priorities
Our strategy is designed to generate improved sales
and earnings growth, sustainable returns to shareholders
and benefits to patients and consumers.
Our strategic
priorities
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12 GSK Annual Report 2015
Our strategic
progress in 2015
Novartis transaction completed,
significantly strengthening our Vaccines
and Consumer Healthcare businesses.
Strong performance of new
Pharmaceutical and Vaccine products
with £2 billion sales in 2015.
Successful OTC launch of Flonase
Allergy Relief in the US.
Launch in US of Nucala for eosinophilic
asthma, and approval in Europe.
Positive phase III data for Shingrix,
our candidate shingles vaccine.
Filed first gene therapy for rare disease
(ADA-SCID) in Europe.
Integration and restructuring cost savings
on track.
53 Pharmaceuticals and Consumer
Healthcare markets live on GSK’s global ERP
system since the first 'go live' in August 2011.
Consumer Healthcare supply achieved average
service levels of 93% OTIF (on time in full).*
100% on time supply for all key new
pharmaceutical product introduction
launches in 2015 across all markets.
* Legacy GSK brands
Malaria candidate vaccine, (RTS,S)
received a positive opinion from
European regulators.
Continued to transform commercial
model to drive growth and build trust,
reshaping our relationships with
healthcare professionals and
implementing a new sales force
compensation approach.
Grow
A balanced business
Create a balanced business and
product portfolio, capable of delivering
sustainable sales and earnings growth,
centred on three businesses of
Pharmaceuticals, Vaccines, and
Consumer Healthcare.
Read more on pages 22, 28 and 36.
Deliver
More products of value
Research and develop high quality,
innovative products that offer valuable
improvements in treatment for patients,
consumers and healthcare providers.
Read more on pages 22, 29 and 36.
Simplify
Our operating model
Transform how we operate to reduce
complexity, increase efficiency and free
up resources to reinvest elsewhere in
the business, or return to shareholders
wherever we see the most attractive
returns.
Read more on pages 25, 31 and 37.
Responsible
business
Being a responsible business is central
to our strategy, and how we deliver
success is just as important as what
we achieve.
We ensure our values are embedded in
our culture and decision making to help us
better meet the expectations of society.
Read more on pages 38 to 49.
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Key challenges
in 2015
Our performance
in 2015
Our future
priorities
Continued pricing pressure in the
US and Europe.
Changes in US market dynamics
impacting speed of uptake of new
product launches.
Slowing emerging market economies.
Read more about our global
marketplace on pages 8 to 10.
£23.9bn
Group turnover
75.7p
Core earnings per share*
* A reconciliation of total results to core
results is set out on page 62.
Ensure continued focus on R&D
delivery during ongoing restructuring
programme including site rationalisation.
~40
Integration of Novartis' vaccines
pipeline.
SUMMIT study did not show statistically
significant mortality benefit from Relvar/
Breo Ellipta in COPD patients.
new potential medicines and vaccines
in our pipeline profiled at R&D event*
* GSK R&D event on 3 November 2015.
~13%
estimated internal rate of return
on R&D investment
Complexity of integrating 12,000
employees into Consumer Healthcare
and Vaccines businesses.
Rolling out new systems (eg ERP) at
scale across many markets.
Transfer of marketed Oncology
products to Novartis.
Read more about our approach to risk
on pages 16 and 17, and our global
marketplace on pages 8 to 10.
£1.0bn
in incremental annual cost savings
delivered in 2015
27%
reduction in number of pharmaceuticals
pack variants (against 2012 baseline)
Reducing value chain carbon emissions
while demand for products with a high
carbon footprint, such as Ventolin,
is increasing.
Strengthening our values-based culture
and further encouraging the reporting
of any concerns.
82%
Dow Jones Sustainability Index score
1st
Change programme to transform our
commercial model.
We have led the Access to Medicine
Index since 2008
Deliver 2016 earnings guidance for
core EPS percentage growth to reach
double digits CER.
Drive sales of new products to meet
target of £6 billion in annual turnover.*
Group core EPS of mid-to-high single
digit CAGR growth on a CER basis
over the five year period 2016-2020.*
* At its Investor event on 6 May 2015, GSK
outlined a series of expectations for its
performance over the five year period
2016-2020. See inside back cover.
File for approval key products including
Shingrix, Benlysta subcutaneous,
sirukumab and closed triple (EU)
in 2016.
Deliver up to 10 phase III starts and
up to 20 phase II starts in 2016/7.
Complete integration of BMS pipeline
of HIV medicines.
Deliver incremental annual savings
of £0.8 billion in 2016, £0.6 billion
in 2017 bringing the total to £3 billion
annual savings by end 2017.*
Continue to streamline product portfolio,
reduce complexity in formulations and
packaging formats, and embed common
processes and platforms.
Integrate reporting systems following
Novartis transaction.
* £1.6 billion savings achieved as at
31 December 2015.
Support the delivery of our malaria
vaccine at a not-for-profit price through
key partnerships.
Continue to enhance governance,
compliance and quality through
proactive risk management and
quality-led culture.
Continue to improve leadership
effectiveness and quality of talent.
GSK Annual Report 2015 13
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How we performed
We measure our performance against a number
of key performance indicators and the remuneration
of our executives is based on many of these.
Group turnover
How we performed
Turnover was up 6% on a reported
basis and up 1% pro-forma. On a
pro-forma basis, higher sales in HIV,
Vaccines and Consumer Healthcare
were partly offset by lower Global
Pharmaceutical sales.
£23.9bn
Growth CER %
Reported
1
(3)*
Pro-forma
6
1
Pharmaceuticals turnover
How we performed
Turnover was down 7% on a reported
basis and down 1% pro-forma.
Growth in HIV products, primarily
Tivicay and Triumeq, was offset by the
continued decline in Seretide/Advair
sales, due to price pressure and
increased generic competition.
30
25
20
15
10
5
0
26.5
25.6*
23.0
23.9
2013
2014
2015
* excluding divestments completed
in 2013
£3.7bn
Growth CER %
Reported
2
(1)
Pro-forma
Consumer Healthcare
turnover
How we performed
Turnover grew 44% on a reported
basis, and 6% pro-forma. The
business benefited from sales
of the newly acquired products,
particularly Voltaren, Otrivin and
Theraflu. Pro-forma growth was
predominantly driven by the Oral
health and Wellness categories.
19
3
3.7
3.4
3.2
2013
2014
2015
* excluding divestments completed
in 2013
£2.0bn
>100
>100
2.0
Cash returned to
shareholders
How we performed
During 2015, GSK returned
£3.9 billion to shareholders in
dividends. In 2014, we returned
£4.1 billion to shareholders, £3.8
billion in dividends and £0.3 billion
through share repurchases.
0.4
0.1
2013
2014
2015
* excluding divestments completed
in 2013
Vaccines turnover
How we performed
Turnover was up 19% on a reported
basis and 3% pro-forma. The
business benefited from the
newly acquired Meningitis portfolio.
Pro-forma growth was driven
by strong Rotarix, FluLaval and
Boostrix sales in the US and
Bexsero sales in Europe and
the US.
New Pharmaceutical and
Vaccine product performance
Definition
New products identified at the Investor
event in 2015 are expected to deliver
at least £6 billion of sales per annum
on a CER basis by 2020. This target
is now expected to be reached up to
two years earlier.
How we performed
Sales of new products were
£2.0 billion in 2015 and represented
11% of Pharmaceutical and Vaccines
turnover.
14 GSK Annual Report 2015
06
05
04
03
02
01
0
Growth
CER%
2.0
1.5
1.0
0.5
0
£14.2bn
Growth CER %
Reported
2
(5)*
17.7
17.3*
15.4
(7)
(1)
14.2
Pro-forma
18
15
12
09
06
03
0
2013
2014
2015
£6.0bn
Growth CER %
Reported
2
(1)*
Pro-forma
44
6
6.0
5.2
4.7*
4.3
06
05
04
03
02
01
0
2013
2014
2015
£3.9bn
Growth
£%
(18)
(21)
(5)
06
05
04
03
02
01
0
5.2
3.7
4.1
3.8
3.9
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2015
Total operating
profit and margin
How we performed
Total operating profit was
£10.3 billion. Excluding currency
effects, the total operating margin
increased 27.7 percentage points
to 43.1%, primarily reflecting
higher profits on the disposal of the
Oncology business and other assets,
partly offset by an increase in the
contingent consideration liability
payable in relation to ViiV Healthcare
as a result of higher sales outlook
for Tivicay and Triumeq, and higher
SG&A costs following the changes
in business mix after the Novartis
transaction.
Total earnings per share
How we performed
Total earnings per share was
174.3p, compared with 57.3p in
2014 primarily reflecting increased
business and asset disposal gains
partly offset by an increase in the
contingent consideration liability
payable in relation to ViiV Healthcare
as a result of higher sales outlook for
Tivicay and Triumeq.
£10.3bn
Growth
CER%
£%
12
10
08
06
04
02
0
(1)
(4)
(40)
>100
(49)
>100
43.1%
10.3
26.5%
7.0
15.6%
3.6
2013
2014
2015
174.3p
27
23
(40)
>100
(49)
>100
174.3
112.5
57.3
Growth
CER%
£%
180
150
120
90
60
30
0
Core operating
profit and margina
Definition
Core results exclude a number of items
from total results. A full definition of core
results can be found on page 54 and a
reconciliation between total results and
core results is provided on page 62.
How we performed
Core operating profit was £5.7 billion.
Excluding currency effects, the
core operating margin declined 4.1
percentage points to 23.9%, primarily
reflecting a 3% percentage point
impact of the Novartis transaction.
* excluding divestments completed
in 2013
Core earnings per sharea
Definition
Core results exclude a number of items
from total results. A full definition of core
results can be found on page 54 and a
reconciliation between total results and
core results is provided on page 62.
How we performed
Core EPS decreased 15% primarily
reflecting the short-term dilution
of the Novartis transaction and the
impact of the continuing transition
of the Pharmaceuticals business,
particularly in Respiratory.
2013
2014
2015
* excluding divestments completed
in 2013
Net debt
Definition
Net debt comprises bank loans and
overdrafts, obligations under finance
leases and commercial paper and
bonds issued by GSK less cash and
liquid investments.
How we performed
The net proceeds from the disposal
of the Oncology business and other
assets enabled us to accelerate
our restructuring and integration
programmes, return £3.9 billion of
cash to shareholders as dividends
and reduce net debt by £3.7 billion.
Free cash flowa
Definition
The calculations of free cash flow and
adjusted free cash flow are described
on page 54 and reconciliations are
provided on page 65.
How we performed
Free cash outflow was £0.2 billion, but
excluding legal settlements, payments
of restructuring costs and the initial tax
payments on the Oncology disposal,
free cash flow was £2.5 billion
compared with £3.9 billion in 2014.
The decline reflected the initial impact
of the Novartis transaction and lower
operating profits.
* Free cash flow excluding payments
for legal costs, restructuring and
tax on the Oncology disposal.
£(0.2)bn
Growth
£%
>100
(44)
n/a
05
04
03
02
01
0
5.3*
4.7
3.9*
2.5*
2.6
(0.2)
(01)
2013
2014
2015
Footnote
a We use a number of adjusted measures to report the performance
of our business, as described on page 54. 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.
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£5.7bn
Growth CER %
Reported
–
(6)*
Pro-forma
(9)
(3)
12
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30.4%*
8.0
7.8*
28.7%
6.6
23.9%
5.7
2013
2014
2015
75.7p
Growth
CER%
£%
150
125
100
75
50
25
0
4
1
(1)*
(12)*
(15)
(21)
112.2
108.4*
95.4
75.7
2013
2014
2015
£10.7bn
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04
02
0
14.4
12.6
10.7
2013
2014
2015
GSK Annual Report 2015 15
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Our approach to risk
Rigorous and consistent risk management processes
and systems help us assure the integrity of our
business operations.
Effective risk management is key to
sustainable business success. Our
established risk management framework,
coupled with our internal controls, helps us
maintain our focus on managing the principal
risks affecting our business.
The principal risks listed in the table
opposite are those we believe could cause
our results to differ materially from expected
and historical results. They are also the risks
that may significantly impact our strategic
priorities of Grow, Deliver and Simplify.
Our Corporate Executive Team review the
principal risks annually in the fourth quarter
to assure appropriateness for the following
year. In 2015, it was agreed to consolidate
the reporting and descriptions of a number
of principal risks to align with how these
are managed across the business, this
consolidated list is reported opposite.
Within the table, we have summarised how
we define each risk and our assessment
of the change in risk during 2015. This
assessment is based on the external
environment in which we operate, our
business operations and the impact of our
internal controls on the severity of the risk in
the period. Our risk exposure is continually
reviewed by senior management and is
therefore subject to change as a result of
internal and external factors, future events
or otherwise. For full details on the definition,
context, potential impact and mitigating
activities see pages 231 to 240.
Progress in 2015
We established a Global Risk Management
Office to help drive best practices and
standards across the business. Its remit
includes standardising our methodology for
managing the principal risks and identifying
significant emerging risks to our business.
We continued to evolve our anti-bribery
and corruption team, with enhanced
resourcing and focus, with a remit that
includes third party oversight (TPO). We also
commissioned external assessors to evaluate
our highest risk suppliers and distributors.
Building on efforts in 2014, we enhanced
and standardised our approach to regional
reviews of our internal controls, with our
Pharmaceuticals business the first to be
assessed using our new approach. The
annual reviews, which enable us to confirm
that company standards, local laws and
regulations are understood and adhered to,
will take place in all our businesses in 2016.
Our viability statement on page 52 sets out
our assessment of the prospects of the Group
over the next three years, and has been made
with reference to, amongst other things, our
principal risks and how these are managed.
16 GSK Annual Report 2015
Principal risk
and definition
Patient safety
Failure to appropriately collect, review, follow up, or report adverse events
from all potential sources, and to act on any relevant findings in a timely manner.
Intellectual property
Failure to appropriately secure and protect intellectual property rights.
Product quality
Failure to comply with current Good Manufacturing Practices (cGMP) or
inadequate controls and governance of quality in the supply chain covering
supplier standards, manufacturing and distribution of products.
Financial control and reporting
Failure to comply with current tax law or incurring significant losses due to
treasury activities; failure to report accurate financial information in compliance
with accounting standards and applicable legislation; failure to maintain adequate
governance and oversight over third-party relationships.
Anti-Bribery and Corruption (ABAC)
Failure to prevent GSK employees and third parties not complying with our ABAC
principles and standards, as well as with all applicable legislation.
Commercialisation
Failure to execute business strategies, or manage competitive opportunities or
threats effectively and in accordance with the letter and spirit of legal, industry
and company requirements.
Research practices
Failure to adequately conduct ethical and sound preclinical and clinical research.
In addition, failure to engage in scientific activities that are consistent with the letter
and spirit of the law, industry, or the Group’s requirements.
Environment, Health and Safety and Sustainability (EHSS)
Failure to manage EHSS risks in line with our objectives and policies and with
relevant laws and regulations.
Information protection
Failure to protect and maintain access to critical or sensitive computer systems
or information.
Crisis and continuity management
Inability to recover and sustain critical operations, including key supply chains,
following a disruption, or to respond to a crisis incident, in a timely manner.
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How we manage the risk and our assessment
of the change in risk during 2015
Increased risk
No change to risk
Decreased risk
Our Chief Medical Officer leads a large Global Safety and Pharmacovigilance team, which maintains global policies to guide
our employees.
This risk remains of paramount focus for us and we have mature and rigorous controls in place to manage it.
Our Global Patents group continually analyses changes in patent laws and regulations and ensures that they are incorporated
into our processes.
Our continued focus on ensuring we have robust and effective processes in place has meant that our assessment of this risk
has not changed from 2014.
Our Chief Product Quality Officer is accountable for our Quality Management System including implementation of associated
policies and leading our global network of Quality Councils.
In our view, this risk has continued to escalate due to increased regulations and sanctions across all companies in our sector.
In response, we have significantly invested in, reinforced and strengthened the quality culture of the organisation.
Our Chief Financial Officer and Group Financial Controller oversee our internal controls relating to financial information and
reporting, tax and treasury.
We introduced additional resources and monitoring to ensure that robust financial controls were maintained during 2015,
effectively managing risks while the initial phase of integrating the former Novartis’ businesses into our control and reporting
framework were implemented, and the ongoing transformation and upgrade to our financial systems and processes continued.
Additional risk mitigation was introduced by amending the programme timelines of the ongoing system upgrades.
We have an extensive global ABAC programme, policy and procedure, which includes training of all our employees.
Whilst this risk remained significant to GSK in 2015, the continuous improvements in our compliance training programmes
as well as a review and reduction of our presence in a number of 'high risk' markets, manage the bribery and corruption risk
exposure presented through our global business operations.
We have a single global standard for promotional and marketing activities for GSK products to which all employees including
third parties acting on our behalf must comply.
In 2015 we introduced changes to how we engage with healthcare providers and implemented a new sales force incentive
model globally, which we believe has decreased the level of risk. Our business is also structured to provide access to fast
growing demand for healthcare and a balanced exposure to future changes in the industry environment.
We have governance systems and controls to oversee our clinical trial research, use of biological samples, and data integrity
in all of our key systems.
While there is continued focus on regulatory inspections, we have in place established quality assurance programmes
ensuring we have continued adherence to regulatory requirements.
We have global EHSS standards that support clear policies which all employees are trained on.
We believe the overall management of EHSS risk remains effective. GSK is reducing risk in both employee harm and
traditional enterprise disruption categories such as process safety at our high risk chemical manufacturing facilities.
Our Chief Information Security Officer oversees our global information policy and programme and regularly assesses
changes by monitoring both our internal systems and the external environment.
We believe this risk has increased for all major companies during the year including ourselves, due to the prominence of
external threats. Internally, we continue to invest in improving capabilities and technological solutions to counter this threat.
Our Crisis and Continuity Management (CCM) governance board, supported by a team of CCM experts ensure that critical
business operations have plans in place.
Potential disruptions to our business will continue to be a risk, but we have established governance boards within each of our
businesses and continue to learn from plan activations, enabling us to continue to drive improvements in our programme.
GSK Annual Report 2015 17
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Pharmaceuticals
18 GSK Annual Report 2015
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Our Pharmaceuticals
business discovers, develops
and commercialises medicines
to treat a broad range of
the world’s most common
acute and chronic diseases.
In numbers
c.60,000
number of employeesa
£2.3bn
core R&D spend in 2015
c.2 billion
packs of medicine produced
in 2015
~40
around 40 new potential medicines
and vaccines in our pipeline
profiled at R&D eventb
a Including GMS, R&D and dedicated
support functions staff.
b GSK R&D event on 3 November 2015.
GSK Annual Report 2015 19
Pharmaceuticals
2015 performance
summary
£14.2bn
Turnover
-7%
-1%
Reported sales growth CER
Pro-forma sales growth CER
£4.3bn
Core operating profit
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Our Pharmaceuticals portfolio is
made up of innovative and established
medicines and we hold leading global
positions in respiratory disease and HIV.
This is underpinned by our innovative
Pharmaceuticals R&D organisation which
drives the discovery and development
in several core areas of research: HIV
and infectious diseases, oncology,
immuno-inflammation, respiratory
and rare diseases.
Respiratory
We have the most extensive portfolio
of respiratory products in the industry.
Seretide/Advair remains the world’s best
selling branded respiratory product and
we continue to lead scientific innovation
in this area, working to ensure patients
receive the most effective therapy possible
through the most convenient devices.
Over the past three years we have
significantly broadened and strengthened
our respiratory portfolio with the launch
of Relvar/Breo Ellipta, Anoro Ellipta,
Incruse Ellipta and Arnuity Ellipta.
All these medicines are administered
using our easy to use, patented dry
powder inhaler, Ellipta.
We have strengthened our
respiratory portfolio and are
researching next-generation
treatments with potential
to alter the fundamental
course of disease
We are focused on successfully
transitioning to this new portfolio and
accelerating growth of these products
and our expectation is that by 2020,
nine products are expected to account
for approximately 90% of sales in
respiratory, compared to four in 2015.
We are targeting research at a portfolio
of potential next-generation treatments
for respiratory disease, beyond the current
approach with inhaled medicines. In 2015,
we launched Nucala (mepolizumab), GSK's
first injectable biologic for severe asthma.
Multiple other potential medicines targeting
the underlying causes of respiratory disease
are also in development.
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Our strategy
in action
16.5%
New Pharmaceutical products
now make up 16.5% of overall
Pharmaceutical sales turnover
20 GSK Annual Report 2015
By 2020, nine products are
expected to account for
approximately 90% of sales
in Respiratory compared to
four in 2015
£1.3bn
Tivicay and Triumeq
sales in 2015
HIV
We also have a strong presence in HIV.
Our global HIV business which is managed
through ViiV Healthcare, a company
majority, 78.3% owned by GSK, with
Pfizer and Shionogi as the other
shareholders, is one of the leading
HIV companies in the world.
The strong recent performance of
our HIV business is principally led
by Tivicay (dolutegravir), an innovative
integrase strand transfer inhibitor,
and by the single-pill treatment Triumeq
– a combination of dolutegravir, abacavir
and lamivudine.
We have a significant HIV R&D pipeline
and are exploring new therapies for patients
that could potentially enable long-term
HIV control through infrequent dosing.
In early 2016, ViiV Healthcare acquired
Bristol-Myers Squibb’s late stage HIV
R&D assets and portfolio of preclinical
and discovery stage HIV research assets.
The acquisitions are expected to strengthen
the Group's leadership in HIV, and provide
us with further new opportunities for growth.
Specialty and Established Products
In addition to respiratory and HIV,
we sell several other innovative
pharmaceutical products, including
Benlysta, for the treatment of lupus
disease, and Tanzeum/Eperzan, for
Type 2 diabetes.
Our Established Products portfolio
includes mature medicines in the areas
of anti-infectives, allergy, central nervous
system, dermatology, respiratory and
urology. These products are an important
part of our Emerging Markets business –
where we sell 40% more by volume than
our second largest competitor.
We sell 40% more
volume of pharmaceutical
products in emerging
markets than our second
largest competitor
Advancing treatments to benefit people
living with HIV
Tivicay has been prescribed to more
than 105,000 people living with HIV
since it was launched in August 2013,
and Triumeq to more than 75,000
since August 2014.
Their strong sales momentum, totalling
£1.3bn in 2015, positively supported
our Pharmaceuticals business. In the
US and many other countries, their
performance has now overtaken
previously leading third agents.
Building on this success, Japan is the
first country where ViiV Healthcare
has now established a leadership
position as the country’s largest
HIV company.
As we continue to evolve the way we
engage with healthcare professionals,
our Tivicay and Triumeq launches
have also demonstrated how digital
communication can enhance our
interactions with them.
Our rapid digital launch campaign
saw open (64%) and click through
rates (34%), which were significantly
above the industry average. This
digital focus, which has been positively
commented on by customers, remains
a key priority.
Access to our HIV treatments is a
major focus and is reflected in the
regulatory strategy we are taking
for our dolutegravir-based regimen.
We are seeking regulatory approval
of these products in as many countries
as possible as well as facilitating the
approval process of generic versions
of dolutegravir in countries where the
need is most pressing.
2015 saw the first filing of a generic
dolutegravir by Aurobindo, supported
by ViiV Healthcare’s partnership with
the Clinton Health Access Initiative.
In 2015, ViiV Healthcare also signed an
innovative manufacturing partnership
with Desano Pharmaceuticals to enable
the competitive supply of dolutegravir
in China and a number of developing
countries. By the end of 2015, Tivicay
was available in 61 countries and
Triumeq in 30.
>105,000
Tivicay has been prescribed to more
than 105,000 people living with HIV
since it was launched in August 2013
new potential
medicines and vaccines in our
pipeline profiled at R&D event*
~40
80% of which we
believe are potentially first-in-class
* GSK R&D event on 3 November 2015
GSK has the potential
to file up to 20 assets
with regulators by 2020
GSK Annual Report 2015 21
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Grow
2015 performance summary
In 2015, new products made an increasing
contribution particularly in respiratory and
HIV. Restructuring of the Pharmaceuticals
cost base also continued.
Deliver
Pharmaceuticals pipeline progress
In 2015, we continued to progress our
Pharmaceutical R&D pipeline, which we
believe offers significant opportunity to drive
the long-term performance of the Group.
Our late stage pipeline delivered a new
and first-in-class medicine, with the
approval in the US and Europe of
Nucala, our anti-IL-5 monoclonal antibody
for the treatment of severe asthma with
eosinophilic inflammation. The indication
for Breo Ellipta was also expanded in the
US with approval for the treatment of adults
with asthma.
In rare diseases, we filed for European
approval of Strimvelis, a gene therapy to
treat patients with adenosine deaminase
severe combined immunodeficiency
syndrome (ADA-SCID) – if approved it
will be the first corrective gene therapy
to be approved anywhere in the world.
In immuno-inflammation positive results
were achieved in phase III studies
investigating subcutaneous Benlysta
(lupus) and sirukumab (rheumatoid
arthritis), with regulatory filings expected
for both medicines in 2016.
We received data in 2015 from SUMMIT,
the Study to Understand Mortality and
MorbidITy in COPD. While SUMMIT did
not achieve statistical significance on the
primary endpoint, data generated from the
study will inform the overall profile of the
medicine and are expected to be submitted
to authorities for label updates.
Reported Pharmaceutical sales were
£14,166 million, down 7% CER, primarily
reflecting the disposal of marketed
oncology products. Adjusting for the
disposal, pro-forma turnover declined 1%,
reflecting a 7% decline in respiratory sales
and a 15% decline in sales of Established
Products. This was largely offset by the
growth in new Pharmaceutical products
which had sales of £1,713 million, an
increase of £1,284 million. Strong
performance from HIV products, Triumeq
and Tivicay, together with an acceleration
in sales of new respiratory products helped
deliver this performance.
New Pharmaceutical product sales more
than offset the decline in Seretide/Advair
of £548 million. Global Seretide/Advair
sales were £3.7 billion, down approximately
30% from their peak in 2013.
In 2015, we made significant changes to
further modernise our commercial model.
We stopped paying healthcare
professionals (HCPs) to speak about
our products and instead have recruited
a number of in-house medical experts.
In addition, we have increased our digital
communications with HCPs through
webinars and ‘click to chat’ facilities
enabling HCPs to talk in real time to
GSK medical experts. Reactions from
our customers has been very positive
and we believe these changes offer GSK
a source of a competitive advantage.
Read more in the Group financial
review on pages 50 to 72.
Pharmaceuticals
continued
New Pharmaceutical
product sales in 2015
more than offset the
decline in Seretide/Advair
of £548 million
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22 GSK Annual Report 2015
In 2015, we began phase III studies
investigating our closed triple ICS/LAMA/
LABA combination treatment (COPD),
dolutegravir in combination with Janssen's
rilpivirine (HIV infection), sirukumab (giant
cell arteritis) and retosiban (pre-term
labour). We stopped development of
losmapimod as an anti-inflammatory agent
for patients with acute coronary syndrome,
when an interim analysis of data from an
ongoing phase III trial failed to show an
efficacy signal. As per the stepwise trial
design, this interim review enabled us to
limit further investment in the study.
Deep portfolio of innovation
In 2015, we profiled a portfolio of
innovative medicines, focused across
five core areas of pharmaceuticals
research – HIV and infectious diseases,
respiratory, oncology, immuno-inflammation
and rare diseases – and vaccines R&D
(see separate section). In total around
40 new potential medicines and vaccines
were profiled, supporting the Group’s
outlook for growth in the period 2016-2020
and the significant opportunity our Group
has to create value beyond 2020.
We believe approximately 80% of the
medicines reviewed have the potential
to be first-in-class with novel mechanisms
of action. As a result, many may offer
benefits beyond current standards of
care and, in some cases, could radically
transform how patients are treated.
In developing this portfolio of innovative
medicines we have focused on targeting
immune mechanisms that could alter the
fundamental course of diseases, modify
disease progression and present us with
opportunities to achieve remission and
functional cures. We are developing
simplified treatment regimens and a
potential new generation of long-acting
medicines to provide long-term control and
improve treatment outcomes for patients.
Next generation technology platforms are
also being used by our scientists, to
increase our understanding of fundamental
disease mechanisms so we can develop
new approaches to disease management
and control.
Two decades of innovative science delivers the first
biologic treatment for severe eosinophilic asthma patients
This year’s US and EU regulatory
approvals for our severe asthma
treatment Nucala (mepolizumab)
were key milestones in a long journey
of discovery.
Nucala, GSK’s first injectable respiratory
biologic therapy, was identified as a
potential respiratory treatment in 1995.
At that time, we were considering it as
a treatment for mild to moderate asthma.
However, initial results in this patient
group were disappointing.
Our R&D team did not give up on
mepolizumab. We believed it had great
potential if we could use emerging
science to identify which patients could
benefit most.
Aided by a growing understanding about
the causes of asthma, in particular the
role of the eosinophil – a type of white
blood cell that can cause inflammation
in the lungs – we focused our research
to look specifically at severe eosinophilic
asthma patients.
Less than 10% of asthma patients
have severe asthma and a proportion
of these have severe eosinophilic asthma.
Many struggle to control their asthma
despite medication, experiencing
frequent asthma attacks and regular
hospitalisation. They are some
of the hardest to treat patients and
the condition o(cid:2)en results in a
disproportionately high burden on
the patients and healthcare systems.
With nine studies involving over
1,300 people, our research has allowed
us to better understand the specific role
eosinophils play in severe asthma and has
led to the approval of the first-in-class
approved targeted treatment for severe
eosinophilic asthma patients.
1st
first-in-class biologic
therapy that targets
the IL-5 antibody
GSK Annual Report 2015 23
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Notable advances within our
Pharmaceutical R&D portfolio include
potential leading-edge molecules in the
field of epigenetics and immuno-oncology
for the treatment of cancer, the next
generation of respiratory medicines beyond
inhaled treatments and a portfolio of new
antibodies for inflammatory diseases
including rheumatoid arthritis, autoimmune
diseases and osteoarthritis. We are
investigating potential new options for
long-term control and prevention of HIV,
opportunities designed to cure or induce
long-term remission in both Hepatitis B
and C and, in Rare Diseases, potential
breakthrough cell and gene therapies.
2016/2017 milestones
In 2016/2017 we expect a number of
significant development milestones in our
Pharmaceuticals and Vaccines pipelines
with up to ten regulatory filings including
Shingrix (shingles vaccine), sirukumab
(rheumatoid arthritis), subcutaneous
Benlysta (lupus) and our closed triple
ICS/LAMA/LABA combination treatment
in COPD (EU).
We also expect up to ten phase III starts,
including cabotegravir (HIV), daprodustat
(anaemia) and our pentavalent candidate
vaccine for the prevention of meningococcal
meningitis, Men ABCWY, and up to 20
phase II starts in immuno-inflammation,
oncology, respiratory and infectious
diseases.
In total, we have the potential to file up
to 20 assets with the regulators by 2020,
and between 2021 and 2025 up to
20 additional innovative assets now
in clinical development.
Pharmaceuticals R&D approach
We are highly selective with our R&D,
investing only in areas where we see the
best opportunities, having considered
patient need, the market opportunity and
scientific understanding. We are also
committed to improving our R&D
productivity, so we can develop more
innovative new medicines and vaccines
with greater efficiency.
In 2009, we committed to publishing our
estimated R&D internal rate of return (IRR),
based on the investment made in our late
stage pipeline and our expectations
regarding long-term sales performance.
This was estimated to be 11% in 2009 and
2011, and 13% in 2013. Applying the same
methodology, the estimated IRR in 2015
has remained at 13%.
Pharmaceuticals
continued
Our scientists are using
next generation technology
platforms to increase
our understanding of
fundamental disease
mechanisms so we can
develop new approaches
to disease management
and control
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Timeline and development stages for pharmaceutical research
Drug
discovery
Preclinical
Clinical trials
Regulatory
review
Approval and
launch
Post-marketing
surveillance
Phase 1
Phase 2
Phase 3
8,000 - 10,000
compounds
250 compounds
8 compounds
3-6 years
6-7 years
0.5-2 years
Investigational New Drug application submitted
Investigational New Drug application submitted
24 GSK Annual Report 2015
Collaboration with external
partners is a critical
component of our R&D
strategy, enabling us to
access and increase our
understanding of new areas
of science and share the
risk of development
Our early research efforts are centred
around discovery performance units
(DPUs). These nimble, personalised units,
with their own budgets and so greater
accountability for their projects, are far
removed from the traditional hierarchical
R&D business model. They help us to
maintain flexibility in our research
investment, while focusing on the most
promising scientific opportunities – to drive
and accelerate drug discovery output.
Today we have around 30 DPUs, of which
two thirds are from the original units
established in 2009.
The responsibility for guiding an
investigational medicine through the later
development stages to filing with regulators
rests with our medicines development
teams, which are small units of six to
10 people.
We have also partnered with more than
1,500 organisations around the world,
including academic institutions,
public-private partnerships and other
pharmaceutical and biotechnology
companies. Such collaboration with
external partners is a critical component
of our R&D strategy, enabling us to access
and increase our understanding of new
areas of science and share the risk of
development. As a result of this
collaborative culture within GSK R&D,
we estimate around 60% of the new
molecular entities (NMEs) currently in
clinical development were discovered
internally and 40% from collaborations
and external partners.
The great time and cost involved in
drug discovery and development make
it essential that we are highly selective
in investing and focusing our resources.
The R&D executive team oversees strategic
issues and overall budget management
across R&D, while robust governance
boards manage investment, technical,
scientific and commercial decisions
through the life cycle of R&D and once
a new medicine has launched.
Cost savings generated from
Pharmaceuticals restructuring will support
delivery of £3 billion annual savings for
the Group by the end of 2017.
Together with the improved performance
of new products, this restructuring will
improve the flexibility of our cost base and
allow us to offset the headwinds to our
operating margin from the continued
decline in Seretide/Advair and other older
products, while also supporting enhanced
investments behind our new products
the growth of which is key to deliver on
our expected medium-term outlook to
2020 for the Pharmaceuticals business.
We are committed to meeting the highest
standards through stringent quality control
and quality assurance processes. Our
medicines and vaccines are manufactured
according to Good Manufacturing Practice
(cGMP) regulations, and our internal
quality management system. In 2015,
we had 86 regulatory inspections,
and the vast majority concluded with
satisfactory outcomes. We are working
with regulators to bring those inspections
with remaining concerns to an acceptable
conclusion. In August 2015, following
a US Food and Drug Administration (FDA)
re-inspection, the 2014 warning letter
relating to our Cork manufacturing site
was lifted.
Simplify
Progress on simplifying the business
In 2015, we significantly reshaped our
Pharmaceuticals business, and continued
to reduce supply chain complexity, while
retaining our commitment to quality. We
have rescaled the commercial operations,
global support functions, R&D and
manufacturing that support this business.
Our supply chain improvement programme
aims to deliver industry-leading levels of
performance. Since 2012, this programme
has delivered significant savings through
procurement excellence (how and what
we buy), logistics (distribution), portfolio
optimisation – reducing the number of
pharmaceutical pack variants by 27%
(against the 2012 baseline), and
streamlining our external supply
network by 35%.
We have strengthened our logistics
operations by establishing five regional
supply and demand hubs, enabling more
efficient use of our warehouses and
transport reducing ‘cost to serve’ by
£136 million.
The ongoing roll-out of our Enterprise
Resource Planning (ERP) system across
our commercial markets and manufacturing
sites is a critical part of our transformation.
Coupled with new planning capabilities,
this increases end-to-end visibility and
control, helping ensure supply and demand
are robust and aligned. These changes
will help improve service to our patients
and consumers.
GSK Annual Report 2015 25
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26 GSK Annual Report 2015
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Our Vaccines business is
one of the largest in the
world. We develop and make
vaccines that protect against
a wide range of diseases.
In numbers
c.15,000
number of employeesa
£0.5bn
core R&D spend in 2015
39
licensed vaccines protecting
against 21 diseases
c.1.9 million
vaccines delivered every day
15
candidate vaccines in our pipeline
a Including GMS, R&D and dedicated
support functions staff.
GSK Annual Report 2015 27
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Vaccines
2015 performance
summary
£3.7bn
Turnover
Reported sales growth CER
+19%
+3%
Pro-forma sales growth CER
£1.0bn
Core operating profit
Grow
2015 performance summary
Reported Vaccines sales grew 19% to
£3,657 million with the US up 24%, Europe
up 23% and International up 12%, as the
business benefited from sales of the newly
acquired products. On a pro-forma basis
sales grew 3% with good contributions
from Rotarix, Fluarix/FluLaval and Boostrix.
In addition, we saw rapid sales growth of
our new meningitis vaccine portfolio,
Menveo and Bexsero, with sales up 43%
pro-forma to £275 million. Notable was the
decision made by the UK's National Health
Service to include Bexsero in its national
immunisation programme. Overall, growth
was partly offset by declines in pro-forma
sales of hepatitis A vaccines and Infanrix/
Pediarix. Sales were also impacted during
the year by higher trade inventories
inherited with the newly acquired vaccines
in some international markets.
Read more in the Group financial
review on pages 50 to 72.
In 2015, we continued
to make progress in our
promising pipeline that
will support future growth
in our Vaccines business
Our Vaccines portfolio is the broadest of
any vaccines company. We make available
39 paediatric, adolescent, adult and travel
vaccines that protect against 21 different
diseases, including: hepatitis, influenza,
pneumococcal disease, rotavirus and
cervical cancer.
With the addition of the Novartis portfolio
we gained two vaccines for the prevention
of meningitis, Menveo, which is approved
in the US for babies above two months
and is marketed in 62 countries worldwide,
and Bexsero, a new meningitis B vaccine
currently available in 38 countries.
Our new vaccine R&D pipeline brings
together expertise in virology, bacterial
infection and different technological
platforms. We have 15 candidate vaccines
in development against diseases including
shingles, meningitis, RSV, Group B strep
and chronic obstructive pulmonary disease
(COPD) exacerbations.
The expansion of our portfolio has
boosted our offering around the world,
notably in the US, where Novartis had
a strong presence and track record of
regulatory approvals. GSK’s significant
presence in emerging and developing
countries is also providing new
opportunities for the introduction and
growth of newly acquired vaccines.
For many years, we have used a ‘tiered
pricing’ approach for our vaccines, based
on gross national income, which enables
countries to maintain and expand their
commitment to immunisation as their
economies grow. We are one of the largest
contributors to Gavi, the Vaccine Alliance,
a public-private partnership to improve
access to vaccines in developing countries.
For more about our efforts to improve
access to our medicines and vaccines,
see our Responsible business section
on page 38.
Our strategy
in action
£275m
(+43%) Bexsero and Menveo
combined global sales in 2015*
* Based on 2015 pro-forma CER
for newly acquired meningitis portfolio
28 GSK Annual Report 2015
26.4%
Vaccines operating
margin in 2015
Our unique, world leading
expertise in adjuvant technology
could make a difference in
helping protect against diseases
like malaria, cervical cancer
or pandemic flu
Deliver
Vaccines pipeline progress in 2015
Our Vaccine R&D work focuses on
discovering and developing new
prophylactic and therapeutic vaccines
to help protect and treat people against
serious diseases. We currently have
15 candidate vaccines in early, mid and
late-stage development against a range
of diseases.
In 2015, we reported further positive pivotal
phase III trial data in adults over 70 for our
most advanced candidate, Shingrix, for
the prevention of shingles. We intend to
file global regulatory applications for
Shingrix in the second half of 2016.
We also received a positive scientific
opinion from the European regulators for
our malaria vaccine, Mosquirix, for children
aged six weeks to 17 months. Mosquirix is
the first vaccine for malaria to reach this
milestone. Additionally, this was the first
regulatory review of our AS01 adjuvant
technology, which is also used in Shingrix.
For more about our malaria vaccine,
see our Responsible business section
on page 38.
We continue to progress our paediatric
vaccine for measles, mumps and rubella
through an additional phase III trial which
is required to achieve registration of the
vaccine in the US.
Vaccines innovation
In November 2015, we profiled a number
of promising earlier stage assets in our
vaccines pipeline. Our pentavalent
candidate vaccine for the prevention of
meningococcal meningitis, Men ABCWY,
which combines two existing GSK
meningococcal meningitis vaccines, is
in advanced phase II development, with
phase III studies planned for start in 2017.
We have two novel candidate vaccines
in phase II clinical development against
respiratory syncytial virus (RSV) a common
cause of bronchiolitis and pneumonia
in infants that can lead to hospitalisation
and an enhanced risk of severe asthma:
one a paediatric RSV vaccine that uses
a genetically engineered recombinant
chimpanzee adenovirus – the same carrier
used in our Ebola vaccine candidate and
the second a glycoprotein RSV vaccine
given to pregnant women that may provide
infants with protective maternally-derived
RSV-neutralising antibodies.
We reported further positive
pivotal phase III trial data
in adults over 70 for our
most advanced candidate,
Shingrix, for the prevention
of shingles. We intend
to file global regulatory
applications for Shingrix
in the second half of 2016
1st
Mosquirix is the first malaria
vaccine to receive a positive
regulatory review
90-97% efficacy of
our most advanced late
stage candidate vaccine,
Shingrix, against shingles
in two phase III studies
We have 15 candidate
vaccines in development
against diseases including
shingles, meningitis, RSV,
Group B strep and COPD
exacerbations
GSK Annual Report 2015 29
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Vaccines
continued
We are exploring a maternal immunisation
approach with our candidate vaccine in
phase II development to prevent group B
streptococcus (GBS), a leading cause of
pneumonia, meningitis and sepsis that
affects about one in 2,500 births in the
US. In addition, we have a candidate
vaccine in a phase II clinical proof of
concept study for the prevention of
exacerbations in chronic obstructive
pulmonary disease (COPD).
We continue to work with our partners
to accelerate development of our Ebola
candidate vaccine to help prevent future
disease outbreaks. Our candidate vaccine
is being tested in phase II clinical trials
in five countries in West Africa. We are
discussing potential regulatory pathways
to file the candidate vaccine for approval
with the FDA and other agencies.
Investment and governance
We are highly selective in how we invest
and focus our resources in vaccines
discovery and development.
We prioritise our investment to meet the
needs of patients and address some of the
biggest remaining global health challenges.
Our core vaccine R&D investment in 2015
was £525 million, up 18.5% from 2014.
We have more than 2,000 scientists working
across our vaccine R&D organisation.
Oversight for the key decisions we make
during the vaccines development process
rests with the Vaccine Research and
Development Board (VRDB) which reviews
the R&D project strategy and advises on
scientific and technical matters, and the
Vaccine Investment Board (VIB), which
makes the final decision on whether to
invest in a project, commercial opportunity
and portfolio fit.
We continue to expand our early stage
pipeline and strengthen our expertise
with targeted investments. For example,
our acquisition of GlycoVaxyn in February
2015 with its innovative biological
conjugation platform technology supports
our efforts to develop new vaccines
for a range of bacterial diseases.
30 GSK Annual Report 2015
Impressive trial results prepare ground
for new shingles vaccine
Our new candidate vaccine Shingrix
demonstrated long-lasting and effective
protection against the pain and
discomfort of shingles in pivotal
phase III studies.
Shingles sufferers develop a painful itchy
rash, which o(cid:2)en turns into blisters, on
one side of their body. Up to 30% also
develop postherpetic neuralgia (PHN), an
intense and distressing pain that can last
up to three months a(cid:2)er a shingles rash
appears. Other possible complications
include scarring, eyesight problems,
secondary infection and nerve palsies.
Nine out of 10 people, that is all those
who have had chicken pox, are at risk from
shingles. However the disease particularly
affects adults over 50, with more than
50% of those over 85 likely to have the
disease in their lifetime. Individuals with
compromised immune systems, such as
cancer patients undergoing chemotherapy
or people with HIV, are also especially
susceptible.
Shingrix demonstrated its great potential
in trials involving 37,000 people from
all over the world. October 2015 pivotal
phase III study results showed it was
90% effective against shingles and 89%
effective against PHN in people over 70.
The findings echoed earlier pivotal
phase III study results showing 97%
efficacy against shingles and 91% for
PHN among the over-50s. The findings
also showed that, not only was the
candidate vaccine effective for all ages,
but that its effectiveness remained
constant for four years a(cid:2)er it was
administered. This is a significant
improvement on the existing vaccine,
which is less effective for the very
elderly and reduces in efficacy over time.
Following our successful trial results,
later in 2016 we intend to begin filing
applications for Shingrix for the
prevention of shingles with regulators
in North America, Japan and Europe.
With Shingrix trials also ongoing for
people with compromised immune
systems, we hope to be able to file a
regulatory application for this group
of patients in 2018.
Vaccines research 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
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Simplify
Progress on simplifying the business
During 2015, we made substantial progress
in integrating the new Novartis business
which acted as a catalyst to further simplify
our Vaccines operating model, strengthen
our manufacturing network, and reduce
supply costs. These changes will help to
deliver the annual cost savings we set out
in 2015 by 2017, and will help us deliver
our target operating margin of at least
30% by 2020. Incremental annual cost
savings in 2015, helped to increase the
pro-forma operating profit margin by
0.8% on a CER basis to 26.4%.
As part of the complex integration
programme we completed all regulatory-
required divestments under the transaction
including the divestment of our meningitis
vaccines, Nimenrix and Mencevax.
We have also begun a restructuring
programme to remove any duplication
of infrastructure and roles.
Investing in our supply chain
GSK has 17 vaccines manufacturing
sites strategically positioned around the
world. This broad and diversified footprint
gives us greater manufacturing capacity,
efficiency and flexibility. In 2015, we
continued to make significant investments
in our manufacturing network in key areas
including starting construction of a new
hepatitis A facility at Wavre, Belgium and
a major capital investment plan for our
Rosia, Italy site where our meningitis
vaccines are made.
Committed to quality
Our vaccines are manufactured to the
highest quality standards, according
to current Good Manufacturing Practice
(cGMP) regulations. Up to 70% of the
time it takes to produce a vaccine is
dedicated to quality control. In 2015,
we had 49 regulatory inspections, all
with satisfactory outcomes. In November
2015, our Ste. Foy facility’s warning letter
from the US Food and Drug Administration
(FDA) concluded after the FDA found
that all remediation activities had been
completed satisfactorily.
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We have 17 vaccines
manufacturing sites
around the world and
distribute over 1.9 million
vaccines every day to
people across more than
150 countries
GSK Annual Report 2015 31
Consumer
Healthcare
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32 GSK Annual Report 2015
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Our Consumer Healthcare
business has a portfolio
of some of the world’s most
trusted and well loved brands.
Our brands are underpinned
by science-based innovation
and include Panadol, Voltaren,
Horlicks and Sensodyne and
have been developed to meet
the healthcare needs of
consumers worldwide.
In numbers
c.21,000
number of employeesa
£0.3bn
core R&D spend in 2015
No.1
specialist oral care company
(by retail sales)
190
servings of Horlicks per second in
India as a nutritional supplement
a Including GMS and dedicated support
functions staff.
GSK Annual Report 2015 33
Consumer Healthcare
Our Consumer Healthcare business
is world leading and represents the
Consumer Healthcare Joint Venture with
Novartis together with the GSK Consumer
Healthcare listed businesses in India
and Nigeria, which are excluded from
the Joint Venture.
The business is split almost equally
between over the counter (OTC) medicines
and fast moving consumer goods (FMCG)
brands dedicated to healthcare, across our
four categories of Wellness, Oral health,
Nutrition and Skin health.
These categories are defined by specific
consumer healthcare requirements and have
complementary ranges of brands that allow
us to evolve with our consumers’ needs.
Our brands are sold in more than
150 countries around the world, with
around 40% of sales in emerging markets.
Wellness
In Wellness, our biggest category, we
are now an overall global leader and the
number one company in 36 countries
by retail sales. We have leading global
positions in respiratory, cold and flu, nasal
decongestants, allergy, smoking cessation
and pain management, where we have
two of the top four brands – one in
systemic (Panadol) and one in topical
pain relief (Voltaren).
2015 performance
summary
£6.0bn
Turnover
Reported sales growth CER
+44%
+6%
Pro-forma sales growth CER
£0.7bn
Core operating profit
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Our strategy
in action
One of the world's leading
OTC companies (by retail
sales) and specialist
oral care company
34 GSK Annual Report 2015
11.3%
Consumer Healthcare
operating margin in 2015
~14%
Innovation sales from
product introductions
within the last three
years on a rolling basis
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Power and Core brands
Our power brands selected from
our newly integrated portfolio have
been identified as Voltaren, Panadol,
Sensodyne, Theraflu, Otrivin,
Parodontax and Poligrip: each of
which are category leaders with
long track records and a higher
than average gross margin.
The core brands, including Tums,
Flonase, Horlicks and Eno, have
many similarities to our power brands
but are local or regional opportunities,
rather than global.
We are prioritising our investment
in R&D, innovation, marketing and
commercial execution behind the
seven power and 12 core brands.
Our power brands selected
from our newly integrated
portfolio have been identified
as Voltaren, Panadol,
Sensodyne, Theraflu,
Otrivin, Parodontax and
Poligrip: each of which are
category leaders with long
track records and a higher
than average gross margin
Oral health
We are a top three company in toothpaste
and the number one in specialist oral
health, with leading positions in sensitivity,
acid erosion, denture care and gum
health. Sensodyne is number one ‘as
recommended by dentists’ worldwide
for sensitivity.
Skin health
We are in the top three globally in
medicated skin health, focusing on
treating conditions that affect millions
of people worldwide, such as cold sores
and dry and sensitive skin. Our Abreva
and Zovirax brands hold leading positions
in some of the world’s largest markets.
Nutrition
Our nutrition business has a particular
focus on the Indian subcontinent,
where Horlicks is served as a nutritional
supplement at a rate of 190 times per
second, mainly to children. Horlicks is
now ranked the sixth most trusted brand
in India across all brands and indications.
Focused brand strategy and
innovation generating growth
Sensodyne
– double digit growth
in all three regions
60%
Horlicks market share in India
Horlicks delivered all time share
high and is now the most trusted
hot beverage brand in India
1/3
of R&D organisation now
based in emerging markets
GSK Annual Report 2015 35
Consumer Healthcare
continued
Grow
2015 performance summary
Consumer Healthcare sales grew
44% (+6% pro-forma) to £6,028 million.
Of note was Sensodyne, which grew
double-digits across all regions and is
close to generating sales of £1 billion
a year. We also had a very successful
launch of Flonase Allergy Relief, following
our strategy to switch the product from
prescription only to OTC.
Reported growth benefited from sales
of the newly acquired products, particularly
Voltaren, Otrivin and Theraflu, following
the formation of the joint venture with
Novartis. Pro-forma growth of 6% was
predominantly driven by growth in the
Oral health and Wellness categories.
In 2015, 14% of Consumer Healthcare
sales were generated from innovation
launched within the last three years with
more than 30 new-to-market product
launches throughout the year.
Our key innovation drivers in the year
included Flonase in the US, and
Sensodyne Complete in Japan which
helped the Sensodyne brand to become
the leading toothpaste in the country
in 2015.
Other key launches included:
• Sensodyne Repair and
Protect Whitening
• Sensodyne Complete
• Fenbid Chewable 200mg
• Physiogel Calming Relief range
• Theraflu Warming Syrup
Read more in the Group financial
review on pages 50 to 72.
Deliver
We have a strong innovation pipeline
across all of our categories and we
will continue to prioritise our investment
in R&D.
Core R&D investment in Consumer
Healthcare in 2015 was £0.3 billion
(2014 – £159 million).
Through the integration process,
we are investing further in our R&D
capabilities, integrating our marketing,
scientific, regulatory, technical and medical
teams in co-located hubs; in the UK,
the US, Switzerland, India, China and
Singapore. Going forward a third of
our R&D organisation will be based
in emerging markets.
We are also building new sensory and
packaging lab capabilities to ensure that
we capitalise on trends in developments
such as flavour or application techniques
which can present growth opportunities.
For example, we developed a formulation
of Horlicks that consumers can mix in cold
water, as hot water is not readily available
for many people in the Indian subcontinent.
A further example is Fenbid Chewable
which we launched in China in 2015
as a pain relief product that does not
need water.
We also continue to invest in our Shopper
Science Lab. This is a state-of-the-art
facility that allows us to research our
innovative products in both simulated
digital and real life environments with
our retail partners, to test packaging,
claims and our shopper materials.
We have identified a dozen
markets where we will
prioritise investment in
advertising and promotion,
capital expenditure, and
place top talent. These
markets will contribute to
two thirds of our growth
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36 GSK Annual Report 2015
Simplify
Progress on simplifying
the business
We are using the integration process
to simplify the organisation, to build a
leaner business with a renewed focus on
delivering performance, increasing agility
and developing a high performance culture.
With over 80% of personnel exits in the
Consumer Healthcare Joint Venture
completed and 54 sites now consolidated,
we are making good progress.
These changes will help to deliver the
annual cost savings expected from
integration, and enables us to deliver our
target operating margin of at least 20%
by 2020 CER. Incremental annual cost
savings in 2015 helped to increase the
pro-forma operating profit margin by
1.8% on a CER basis to 11.3%.
Careful planning enabled us to maintain
a stable supply chain during the Novartis
integration, so there were no disruptions
in supply. At the same time we achieved
an 8.4% net reduction of pack variants
within our product portfolio. In 2015, we
had 45 regulatory inspections, all with
satisfactory outcomes.
Our average service levels rose to 93%
in 2015, from 87% in 2014, due to supply
chain improvement programme initiatives,
such as investments at our manufacturing
sites, enhancements in systems and
capacity, and reductions in single-sourced
raw materials.
Careful planning enabled us
to maintain a stable supply
chain during the Novartis
integration, so there were
no disruptions in supply
The 2015 US debut of Flonase Allergy Relief
was the year's top over-the-counter (OTC) launch
The launch of Flonase Allergy Relief
underlined our effective dual capabilities
in both pharmaceuticals and fast
moving consumer goods (FMCG).
The nasal spray – which was formerly
available only on prescription – contains
the number one prescribed ingredient
for providing temporary relief of hay
fever and other upper respiratory allergies.
Reflecting our heritage in respiratory
medicines, it is the first OTC spray to
relieve both nasal and ocular symptoms
and, whereas most allergy treatments
target just one histamine, it inhibits
six key substances.
Our partnership with retailers enabled us
to secure a strong presence in store with
23 miles of shelf space and almost one
million point-of-sale devices. An integrated
consumer marketing campaign worked
simultaneously to engage shoppers.
Within just a few months of launch
Flonase captured more than 11% of the
adult allergy product market and was
the third leading brand in the category.
It was also the leading allergy brand
‘recommended by’ both doctors and
allergists and the number one
‘recommended by pharmacists’
nasal allergy brand.
This strong performance was aided
by Flonase’s expert digital marketing
campaign, which achieved striking
results across the leading social
media channels.
11%
Within a few months
of the US launch,
Flonase captured
more than 11% of
the adult allergy
product market
GSK Annual Report 2015 37
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Responsible
business
38 GSK Annual Report 2015
38 GSK Annual Report 2015
38 GSK Annual Report 2015
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Being a responsible business
is fundamental to GSK and
to our strategic priorities.
For us, how we do business
is as important as the
financial results we deliver.
In numbers
11 million
people reached through our training
of 40,000 frontline health workers in
least developed countries since 2009
1.3 million
children reached with life-saving
immunisation, treatments and
other interventions, through our
ground-breaking partnership with
Save the Children
100%
markets operating our new
commercial model
c.38,000
employees and family members
in 52 countries have access to
preventive healthcare through our
Partnership for Prevention programme
25%
reduction in our operational waste
(hazardous and non-hazardous)
over the last five years
GSK Annual Report 2015 39
Responsible business
Our approach
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2015 highlights
£22m
Partnership with Comic Relief
to fight malaria
10
Extended our price freeze
commitment to 10 years for
countries ‘graduating’ from
Gavi support
118
Research proposals submitted
to access data from GSK trials
Read more about
responsible business
at www.gsk.com
Creating value for society
Our success benefits wider society.
By developing innovative healthcare
products we directly benefit patients and
consumers. Our flexible pricing strategy,
which allows prices to reflect countries’
ability to pay, and global footprint enables
greater access to our medicines and
products. By delivering profitable and
sustainable business performance,
we generate value and returns for our
shareholders and can reinvest in the
business. Over and above this, wider
society benefits as healthy people are
essential to building strong, sustainable
communities.
We make significant direct and indirect
economic contributions to the countries
and communities where we operate
through tax, our employment of 101,255
people and charitable support. Further
detail about our approach to tax is on page
53, and we also publish full details about
our position on tax at www.gsk.com.
Our responsible business priorities
GSK’s responsible business priorities sit
within the context of the macro-economic
and social trends that affect all companies
and wider society. These trends present
both opportunities and challenges for
global healthcare companies like GSK
(see page 8).
We report our progress across four areas:
Health for all, Our behaviour, Our people,
and Our planet. We identified our priorities
in these areas by understanding the issues
that are most important to our business
and to our stakeholders.
Our longer-term commitments across
the four areas reflect global health needs
and align with GSK’s strategic priorities
and our values. In many areas they also
support the Global Goals for Sustainable
Development. We detail our progress
against these commitments in our
responsible business supplement,
available at www.gsk.com/responsibility.
In 2015, our assessment showed
that two commitments are complete,
15 commitments are progressing well,
five are on track, and one has more
work to do, as shown in the table below.
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Progress against our responsible business commitments
Summary commitment
Progress
Summary commitment
Progress
Health for all
Innovation for unmet medical needs
Our behaviour
Ethical conduct
Better access to medicines and vaccines
Promoting values in sales and marketing
Building products to better meet needs
Transparency of clinical research
Reducing child mortality
Rigorous patient and consumer safety
Strengthening healthcare infrastructure
Eliminating and controlling NTDs
Fighting malaria
Eradicating polio
Access to antiretroviral treatment for HIV
Our people
Creating inspiring and healthy workplaces
Promoting inclusion and diversity
Community volunteering to create change
Minimising animal testing
Promoting human rights
Ensuring ethical interactions
Working with third parties
Our planet
Carbon
Water
Waste
Work needed
On track
Progressing well
Completed
40 GSK Annual Report 2015
Health for all
Increasing access to healthcare
Our approach
We aim to extend the benefits of our
products to more people, no matter where
they live or their ability to pay. We target
areas of unmet medical need from diseases
of the developing world to antibiotics,
by stimulating open innovation and
collaborating. We are tackling barriers
to affordability and accessibility and
working to strengthen healthcare systems.
In this way we seek to play our part in
tackling global health challenges.
Innovation
We are committed to innovation for
diseases that disproportionately affect the
world’s poorest people, such as malaria,
and where society’s need is greatest, such
as antibiotics, even though they may not
offer the same potential commercial return.
Our open innovation model is core to this
commitment.
After 30 years of research, we have
reached two significant milestones in our
journey to develop a vaccine to protect
young children from malaria. In July 2015,
the European Medicines Agency adopted
a positive scientific opinion for our malaria
candidate vaccine Mosquirix, or RTS,S,
in children aged six weeks to 17 months.
Additionally, the World Health Organisation
(WHO) has recommended that RTS,S
should be introduced through a pilot
roll-out. The WHO is now actively working
with financing bodies, and the malaria
vaccine clinical trials partnership (including
PATH and GSK) to generate support for
the pilots, and to finalise the design of the
pilot implementation programme.
GSK developed RTS,S, which we
will supply at a not-for-profit price,
in partnership with the PATH Malaria
Vaccine Initiative and with funding
from the Bill & Melinda Gates Foundation.
In addition to vaccines and medicines,
a comprehensive approach to tackle
malaria must include wider preventative
measures. Since 2001, we have supported
the Africa Malaria Partnership to promote
the use of existing interventions, such
as bed nets, indoor residual spraying,
and anti-malarial treatments. In January
2016, we launched a new £22 million
partnership with Comic Relief, a
UK-based charity, to fight malaria
in five endemic countries.
As well as making new discoveries,
we adapt existing products to tackle
different health challenges. In October
2015, we submitted a regulatory
application to the European Medicines
Agency for an antiseptic gel to prevent
umbilical cord infections in newborns
that we had reformulated from the
chlorhexidine solution in our Corsodyl
mouthwash. (See case study below.)
Increasing antibiotic resistance is
an emerging and urgent public health
crisis. We have our own research unit
focused on developing the next
generation of antibiotics and an active
pipeline of potential new medicines
in development.
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The WHO has recommended
that our malaria candidate
vaccine, RTS,S, should
be introduced through
a pilot programme
Our most advanced asset – a topoisomerase
inhibitor, gepotidacin (GSK2140944) –
has been developed in collaboration
with the US government’s Biomedical
Advanced Research Development
Authority (BARDA). This asset has a novel
mechanism of action and the potential to
address multiple indications, and is now
moving towards phase III studies, following
positive phase II results.
Helping more
newborns survive
Three million newborn babies die each
year from infection, o(cid:2)en when the
newly-cut umbilical cord acts as an
entry point for bacteria. This issue is
exacerbated in developing countries,
where many births take place at home.
We have been working to reformulate
the antiseptic chlorhexidine solution used
in our Corsodyl mouthwash into a gel to
prevent umbilical cord infections, using
insights and on-the-ground knowledge
from Save the Children.
If the European Medicines Agency
approves our 2015 regulatory application,
we will offer the gel at a not-for-profit price
and share our knowledge with others so
that it can be manufactured locally.
GSK Annual Report 2015 41
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Health for all
continued
Since 2010, we have capped
the prices of our patented
medicines and vaccines
in the least developed
countries (LDCs) at 25%
of developed world prices, as
long as our manufacturing
costs are covered
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42 GSK Annual Report 2015
Since 2009, our open innovation model
has advanced research in such diseases
as malaria and tuberculosis and in
neglected tropical diseases (NTDs), which
affect over one billion people. We have
screened more than two million of our
compounds to help combat these deadly
infectious diseases and, in 2015, published
data on high-quality hits against NTDs,
initiating new research projects within and
outside GSK.
We invite external researchers to utilise
our facilities, resources and expertise
at our open lab in Tres Cantos, Spain.
The lab’s recent progress in NTD research
has included developing the first preclinical
candidate to treat visceral leishmaniasis
and a promising pre-candidate drug to
combat Chagas disease.
Open innovation is also central to our Africa
non-communicable diseases (NCDs) open
lab, launched in 2014. The lab will work in
partnership with major funders, academic
groups and governments to conduct
research into NCDs.
Extending affordability and availability
Six billion people live in emerging markets,
300 million of whom will use healthcare
for the first time by 2020. Our flexible
pricing strategy seeks to meet their
healthcare needs, by providing more
products at lower prices. Since 2010,
we have capped the prices of our patented
medicines and vaccines in the least
developed countries (LDCs) at 25%
of developed world prices, as long as
our manufacturing costs are covered.
We also have a tiered pricing approach,
where poorer countries pay less.
We offer our lowest vaccine prices to
organisations such as Gavi, the Vaccine
Alliance, which supports countries with
a low gross national income. In 2015, we
froze our prices for countries that graduate
from Gavi support so they can continue
to buy our vaccines at discounted prices
for a further decade.
In middle-income countries, where
many still live in poverty, our flexible
pricing approach enables more people
to access our products. In the Philippines,
GSK has introduced a card and coupon
patient programme, offering discounts of
between 10-60% for selected products.
In 2015, more than 58,000 patients
accessed products, including antibiotics
Augmentin and Zinnat, as well as our
Seretide inhaler, through the programme.
Building local capabilities improves access
in developing countries by providing
patients and consumers with locally relevant
products while enhancing domestic
manufacturing capacity and capability.
Our giving in 2015
2%
5%
27%
66%
Cash
Product and in-kind
Time (PULSE)
Management
£56.6m
£136.9m
£3.7m
£11.1m
Increasing local access and supply is an
important part of our commitment to Africa,
and in 2015 we continued to evaluate
options for manufacturing in Nigeria.
In 2015, we started work on a £100 million
pharmaceutical factory in India, and signed
an innovative manufacturing partnership
with China’s Desano Pharmaceuticals to
allow us to provide dolutegravir, our HIV
treatment, at a competitive price to China
and other countries.
Affordability can also hinder access in
developed countries. We broaden access
to our products in these markets by finding
flexible ways to price our medicines, while
retaining returns for our investment in
innovation.
For example, in the US all of our six most
recently launched new medicines were
priced at parity or at a discount to the
medicines we aim to supersede. In 2015, we
reached agreement with the UK Government
to make Britain the first country with a
nationwide vaccination programme against
meningitis B. The agreement offers fair value
for the National Health Service, while
offering us a sustainable return.
In the US, we offer various types of patient
assistance to help ensure appropriate
access to our medicines. GSK has
programmes for eligible patients who do
not have prescription drug coverage, those
with a Medicare Part D Prescription Drug
Plan and we now offer specialty product
assistance for eligible insured patients.
As a result of new coverage options
available following the Affordable Care
Act, more patients are insured and fewer
are requiring our Patient Assistance
Programmes (PAP). However, as part of
our commitment to access, we continue
to provide services to help patients
understand alternative coverage options.
Strengthening healthcare systems
In the world’s least developed countries
(LDCs), a lack of trained healthcare
workers prevents people from accessing
life-saving medicines and vaccines.
In the LDCs where we operate, we
reinvest 20% of our LDC profits from
the sale of pharmaceutical and consumer
healthcare products to train and educate
community health workers.
Since 2009, we have reinvested
£21 million of our LDC profits in 35
countries, training 40,000 frontline
health workers. These doctors,
midwives, nurses and volunteers have
reached 11 million people. In 2015, we
expanded health worker training beyond
LDCs to other countries in sub-Saharan
Africa. In support of the UN One Million
Community Health Workers Campaign
we are funding a pilot to train 1,800
health workers in Ghana.
Apart from training healthcare workers,
we strengthen healthcare systems more
broadly by, for example, improving health
facilities, equipping training centres and
encouraging governments to improve
policies and increase investments.
Our targeted product and financial
donations help provide healthcare
for vulnerable communities. In 2015,
our global community investment
totalled £208.3 million, compared
with £201.5 million in 2014.
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Partnership with Save the Children
Through a ground-breaking, five-year
partnership with Save the Children we are
helping to save one million children’s lives
in some of the world’s poorest countries.
The partnership involves combining
our capabilities in R&D, supply chain,
procurement and vaccines with the
charity’s local expertise. In the Democratic
Republic of Congo, for example, the
partnership has created a model of
essential services for neonatal, maternal
and child health that can be replicated
in other developing countries.
In 2015 we estimate we have reached
over 1.3 million children; fully immunising
23,500, treating 125,000 for diarrhoea,
malaria or pneumonia, and screening
more than one million for malnutrition.
Complementing the partnership, we
support a broad range of work to reduce
childhood mortality. Many of our 20%
reinvestment programmes focus on
reducing child and maternal mortality in
rural communities. For instance, in Nepal,
we work with CARE International and the
government to improve maternal, neonatal
and reproductive health by improving
the skills of frontline health workers,
providing health equipment, and enabling
communities to feedback on health centre
performance. Our support has enabled
more than 6,000 health workers in Nepal
to be trained, reaching more than one
million people.
Our strategy
in action
The European Medicines
Agency adopted a positive
scientific opinion for our malaria
candidate vaccine, Mosquirix,
in children aged six weeks
to 17 months
In 2015, we published data
on 600 high-quality hits
against NTDs, initiating new
research projects within
and outside GSK
40,000
Frontline health workers
trained in least developed
countries since 2009
GSK Annual Report 2015 43
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Our behaviour
Putting the needs of patients and consumers first
Our approach
We expect all employees to act in line
with our values, of transparency, respect
for people, integrity and to put patients
and consumers first.
These values inform how we approach
patient and consumer safety throughout
product development and use; how we
sell and market our medicines; how we
train our employees and address
misconduct, and the expectations we
have of third parties.
Patient and consumer safety
Patient safety is our priority in the
development, testing, manufacture and
use of our products. All medicines have
potential risks as well as benefits. We have
extensive controls to detect, evaluate and
communicate benefits and risks and any
potential safety concerns about our
products.
We take the safety of those who take
part in our clinical trials extremely seriously.
Our trials are conducted in line with the
International Conference on Harmonisation’s
Good Clinical Practice guidelines. An
independent ethics committee reviews
trial protocols before studies start and
can prevent them from going ahead.
Our global risk register helps research
teams keep track of emerging risks to
quality and safety standards. Risks
are often identified through the regular
self-audits of our own trials or those
conducted by third parties on our behalf.
We performed 381 audits of trials in 2015.
Core to our focus on safety are the strict
quality and safety standards upheld at all
our manufacturing sites and throughout
the product life cycle – from the sourcing
of raw materials to the manufacturing and
transportation of finished products.
We strive to minimise the risk of
counterfeit medicines. In 2015, we
extended our end-to-end supply chain
serialisation programme, Fingerprint,
across 86 packaging lines in more than
18 manufacturing sites. The programme
applies unique serial ‘fingerprints’
on products and logs them into a
government-managed database,
which they can be verified against
at any point in the supply chain.
Sales and marketing practices
We have significantly changed the way we
sell and market our medicines and vaccines
to further ensure patients’ interests come
first and to better serve our customers.
We believe these changes will provide
long term commercial advantage.
Transparency in clinical trial data
We have pioneered ways to share
information and data about our clinical
trials. By providing greater access to trial
data, we allow others to conduct further
research and maximise the contribution
made by the participants in our studies.
In January 2015, we completed the roll
out of changes to the way sales teams are
compensated. Our pharmaceutical medical
representatives no longer have individual
sales targets, but instead, are compensated
based on their technical skills, scientific
knowledge, quality of service they deliver to
HCPs, and broader business performance.
In the US, the approach has generated
strong customer feedback – in a July 2015
survey of 3,599 US healthcare professionals,
GSK ranked first in both trust and customer
value for the second time in a row.
We remain committed to ongoing
dialogue with the scientific community
and peer-to-peer medical education, but
we are modernising the way we engage
with HCPs. As of January 2016, we no
longer pay external HCPs to speak to
other prescribers about our medicines. We
continue to pay HCPs for non-promotional
advisory services and clinical research.
These payments are governed by rigorous
controls and are based on fair market value.
We have also changed how we support
medical education, by no longer choosing
which healthcare professionals are
sponsored to attend scientific conferences.
Instead, we will provide funding to
independent professional bodies who
will allocate funding to individuals.
We are using multiple channels, including
digital and real-time applications, to provide
information in the way, and at the time, HCPs
want it. In 2015, we used effective digital
communications to support our interactions
with HCPs when we launched two new HIV
medicines, Tivicay and Triumeq.
Healthcare professionals and scientists
within GSK, including our Global Medical
Experts, play an important role in informing
their peers about our medicines. They
are responsible for providing the right
information to support the safe and
effective use of our medicines.
Since 2004, we have had an online
clinical study register where we make
available information on our trials, including
summaries of results. We were the first
pharmaceutical company to make clinical
study reports – the basis of regulatory
submissions, which include detailed
information on trials – publicly available.
We were also the first company to sign up
to AllTrials, which campaigns for every trial
to be registered and the results reported.
We have set up a system for researchers
to request access to the detailed,
anonymised, patient-level data that
sit behind clinical trial results –
www.clinicalstudydatarequest.com.
This lists over 1,700 of our global clinical
trials conducted since the formation of
GSK and includes clinical trials from
12 other companies. The Wellcome Trust
has taken over management of the panel
which considers applications for access
to the data, which was initially made up of
independent experts appointed by GSK.
This is an important step towards our vision
of an independent data-sharing system of
studies from across industry and academia.
By the end of 2015, 118 research
proposals had been submitted to access
data from GSK trials. We have already
given 62 research teams access to
detailed trial data.
Our Code of Conduct
Our Code of Conduct and an online
resource centre guide our people in
applying our values in everyday activities.
In 2015, 99.9% of employees completed
mandatory annual training on our Code.
The online course is available in 23
languages and includes training on our
values, ethical leadership, anti-bribery
and corruption, and reporting issues
or concerns. In 2015 it was extended
to more than 30,600 complementary
workers. Employees who do not complete
the course may face disciplinary action.
44 GSK Annual Report 2015
Anti-Bribery and Corruption
We have zero tolerance for bribery or
corruption. However, we recognise that
we are exposed to bribery and corruption
risk given our global footprint, particularly
in markets where government structures
and the rule of law are less developed
and healthcare systems less mature.
Our anti-bribery and corruption programme
includes risk assessments, standards
and practical guidance designed to
prevent non-compliance. During 2015,
all employees and complimentary workers
completed basic level training, while
54,000 employees in high-risk roles
completed additional advanced training.
We are now rolling out a framework to
engage and train third parties, based on
their risk profile.
Our approach is designed to prevent
breaches, but if things do go wrong, we act
promptly and decisively. Our centralised
review committee oversees investigations
into any allegations of bribery and corruption,
and ensures they are prioritised consistently
across the company.
Reporting and investigating
misconduct
We centrally track misconduct allegations,
concerns and security incidents received
through our Speak Up channels, monitoring,
and other routes. In 2015 we received over
5,780 such reports or allegations. The
majority of these, 3,257 (3,203 in 2014),
were through our Speak Up channels
which offer people within and outside GSK
the opportunity to ask questions and voice
concerns anonymously or confidentially
through an independent third party by
phone or on-line.
All concerns raised are reviewed and over
2,670 formal investigations were initiated
in response to these allegations. The five
most frequent categories of allegation were
employee performance/relations, product
promotion, interactions with HCPs, fraud
and Anti-Bribery and Corruption.
Disciplinary action
Disciplinary action is taken when
employees fail to act in line with our
policies. In 2015, 3,574 employees were
disciplined for policy violations (3,947
in 2014). The types of policy violations
(see chart) in 2015 remained broadly the
same as in 2014. Attendance and payroll
remains the biggest type of violation at
48% of the total (43% in 2014), followed
by good manufacturing practices at
11% (10% in 2014). Travel and expenses
violations increased to 10% (3% in 2014),
due to increased frequency of monitoring.
Of the total disciplined, 297 received
verbal warnings, 2,890 employees received
a documented warning (3,131 in 2014)
and 387 (373 in 2014) were dismissed
or agreed to leave the company voluntarily.
The highest number of dismissals were
related to travel and expense policy
violations which accounted for 130
dismissals, followed by 31 dismissals
related to Code of Conduct violations
and 22 for attendance/payroll violations.
Working with third parties
We expect all suppliers and third parties
to comply with our standards on ethics,
labour rights, health and safety, and the
environment. In 2015, we introduced a
comprehensive programme to strengthen
our management of such risks in the
supply chain.
Following a review, 1,300 suppliers
have been identified as high risk and
are being assessed by external risk
assessment experts. They will be required
to complete an extensive questionnaire
and demonstrate policies and management
systems for responsible business issues.
Additional due diligence may then follow.
In 2015, we assessed around 200
distributors on four key risks: anti-bribery
and corruption, labour rights, promotional
activities and information protection.
We also assessed more than 1,300
suppliers that support our manufacturing,
in line with our quality management system,
and audited 85 on their environmental,
health and safety management systems.
Our approach to tax
We understand our responsibility to pay
an appropriate amount of tax. We have
robust internal policies, processes, training
and compliance programmes to ensure
we have alignment across our business
and meet our tax obligations.
We pay a significant amount of tax in the
UK, where most of our global corporate
functions and significant manufacturing
and R&D facilities are located, and in other
countries around the world where we have
a substantial business and employment
presence.
Over the last 15 years we have paid
£27.3 billion in corporation tax globally.
In the UK, we have paid £2.7 billion since
2001, nearly 10% of the global total. In
2015, UK net sales were 4.2% of global
net sales.
Employees disciplined in 2015:
breakdown of types of policy violations
7%
1%
1%
2%
4%
4%
5%
7%
10%
11%
48%
Attendance/payroll
Good manufacturing
practices/good
distribution practices
Travel and expenses
Marketing and
promotional activities
Code of conduct
Local work
regulation violations
Unauthorised
absenteeism
EHS/safety
Falsification of
documents
Training completion
Other
We do not engage in artificial tax
arrangements – those without business
or commercial substance. At the same
time we have a responsibility to our
shareholders to be financially efficient
and deliver a sustainable tax rate.
Further details on our approach to tax
and our tax disclosures can be found
in the Group financial review on page 53
in this report and in our responsible
business supplement.
Approach to human rights
GSK is a signatory to the UN Global
Compact, which sets out key principles
for business on human rights. We are
committed to upholding the Universal
Declaration of Human Rights and the
core labour standards set out by the
International Labour Organization.
Our human rights steering group provides
direction and oversight to help ensure we
meet our commitments on human rights
as set out in our Human Rights Statement,
available on our website.
In 2012 we identified seven priority
areas for human rights for GSK: access
to health care, air quality impact relating
to propellants, clinical trial standards,
employment practices, patient safety,
product counterfeiting and use of third-
party suppliers.
GSK Annual Report 2015 45
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Our people
GSK’s people are essential to our success
Our approach
We need a talented, motivated and resilient
workforce if we are to deliver against
our strategy and tackle global health
challenges effectively. To achieve this,
we aim to create a working environment
where employees feel valued, respected,
empowered and inspired. In 2015, as our
business experienced significant change,
it was particularly important for us to listen
to and support our people.
Performance and engagement
Our global performance system is
underpinned by a set of clear expectations
that emphasise not just results, but also
how they are achieved in line with our
values.
We provide regular updates on our
mission, strategy and progress through
live broadcasts and messages from our
CEO and Corporate Executive Team.
Listening is also critical: in 2015 over
76,000 employees, 78% of our people,
took part in our employee survey providing
valuable feedback. This was up from
72% in the last survey in 2012.
Supporting our people through
restructuring
In 2015 we welcomed 12,000 Novartis
employees to GSK. Clear, regular
communication was crucial when
introducing our new colleagues to
our values, expectations, performance
system and local employee practices and
programmes. With the major reshaping
of our global pharmaceuticals business
occurring at the same time, we placed
an equal focus on supporting employees
leaving the company. We consult
employees and their representatives on
business changes that might affect them.
Talent and leadership
The number of graduates and
postgraduates joining our programmes
is increasing. In 2015, we recruited
470 graduates and postgraduates onto
our Future Leaders and Esprit programmes
globally, exceeding our target of 450.
We also welcomed 74 apprentices in
the UK, 34% of which are women, across
a number of disciplines and locations.
We are looking to expand our
apprenticeship programme into
other geographies in 2016.
46 GSK Annual Report 2015
In 2015, we welcomed
12,000 Novartis employees
to GSK. Clear, regular
communication was crucial
when introducing our new
colleagues to our values
and expectations
We put particular emphasis on leadership
development. In 2015, more than 3,300
line leaders completed programmes to
help them become managers. We also
launched the Enterprise Talent initiative,
which develops leaders with the potential
and aspiration to become executives.
Since 2010, we have trained more than
1,000 employees as coaches to help
others fulfil their leadership potential.
Health and wellbeing
We take a progressive approach to
employee health, and protecting our
workforce is a business priority. In 2015
we refreshed and simplified our health and
safety standards, and reviewed our global
health and well being strategy, setting out
our plan that every GSK employee has
access to a consistent and comprehensive
health service.
We continue to be recognised as a leader
in health and wellbeing, and in May 2015
GSK won the Multinational Healthy
Workplace Award from the Global Centre
for Healthy Workplaces.
Road safety is a significant risk for our
employees and we launched a driver safety
programme in India that we plan to roll out
more widely in our emerging markets.
Following a steady reduction over 10 years,
our reportable injury and illness rate
increased slightly due to a large number
of semicircular lipoatrophy cases in Brazil.
This is a treatable condition associated
with localised pressure from office
furniture, and we took steps to support
those affected and prevent recurrence.
As a global business operating in more
than 150 markets, serious incidents do
occur. In August 2015, an employee
tragically died in a boiler explosion at
our site in Rixensart, Belgium. We are
supporting the Belgian authorities with
their investigations and checking every
boiler across GSK. In October, a sales
employee in India, who was travelling on
business, sadly died after their motorcycle
collided with another vehicle.
Our Energy & Resilience programmes
continued to help employees balance
personal and professional responsibilities.
70% of those who took part in our
employee survey agreed that they have
sufficient energy to invest in the things
that matter most at work and in life.
Providing preventive healthcare
To complement the employee healthcare
benefits in our established markets,
our Partnership for Prevention (P4P)
programme aims to provide all our
employees and their families with
unprecedented access to preventive
healthcare services at little or no cost.
Implementation is being prioritised in
regions where access to preventive
services is unavailable or limited,
particularly in developing markets.
The services, including immunisations
and cancer screenings, are recommended
by the World Health Organization and are
now available to over 38,000 employees
and family members in 52 countries.
This places us halfway towards our target
to implement P4P globally by 2018.
Volunteering to
create change
Through our PULSE Volunteer
Partnership, our employees use
their professional skills to create
sustainable change for our non-profit
partners and the communities
they serve.
Since its launch in 2009, PULSE has
enabled 560 employees to work with
103 non-profit partners in 62 countries,
providing nearly £19 million worth of
skilled services.
Diversity and inclusion
We value diversity. The diverse knowledge,
perspectives, experiences and working
styles of our global workforce strengthens
our business and helps us meet the needs
of our patients and consumers.
We aim to improve gender balance at
all levels. As at 31 December 2015, women
represented 52% of recruits to our Future
Leaders programme, 42% of management,
17% of our Corporate Executive Team and
29% of our Board. In 2015, 118 more
female managers began Our Accelerating
Difference programme for high performing
women leaders.
We strive to make GSK more accessible
to people with disabilities. In December
2015 we partnered with the UK
Government’s Disability Confident
campaign to raise disability awareness
across our business, remove barriers,
increase understanding and ensure that
those with disabilities have the right
opportunities.
We are a global organisation serving
diverse markets. Six nationalities are
represented on our Corporate Executive
Team and Board, and our employees in
emerging markets, Asia Pacific and Japan
represent 43% of our workforce.
We aim to attract and develop local talent
by partnering with universities and offering
business opportunities. This is a particular
focus of our Africa strategy, while our new
regional headquarters in Singapore is
helping to attract and develop local people
in emerging markets. In 2015, we recruited
444 people from 53 countries for our
Future Leaders graduate programme.
Women in management positions (%)
SVP/VP
Director
Manager
Total
2011 2012 2013 2014 2015
29
40
45
42
29
40
45
42
26
38
42
39
27
39
43
40
28
40
44
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Employees by gender (number)
Board
Managementa
Total
% Total
Male Female
Total
14
4
10
16,177
9,378
6,799
57,715 43,540 101,255
57
43
a 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.
Inspiring the next generation of scientists
“When I was young I was told by one
of my teachers to study drama, but I
always enjoyed sciences and maths and
ended up completing a PhD in virology
and immunology, part-time, whilst at GSK,”
she said.
In 2016, we aim to build on our
experience in the UK by creating global
STEM education programmes to give our
employees the tools they need to inspire
and foster the next generation of
scientists and engineers worldwide.
GSK offers a range of career opportunities
in the STEM areas; ranging from summer
internships, to apprenticeships, graduate
and postgraduate programmes. Our
apprenticeship programme offers school
and college leavers the opportunity to join
the company in a variety of roles from
finance and IT to laboratory science and
engineering. Apprentices learn on-the-job
and become valued members of the team
as they progress, working towards
nationally recognised qualifications
and ultimately transition into a
permanent role.
The scheme has grown steadily in the UK,
and our ambition is to continually expand
the programme into new geographies,
helping nurture this new generation
of talent, and adding to the diversity
of our business.
By 2020, the UK alone will need one
million new scientists and engineers
to solve future challenges, including
some of the biggest health challenges
of tomorrow. As a research led
healthcare company, GSK is playing
a leading role in inspiring young
people to get into science, technology,
engineering and maths (STEM) as
well as providing a range of career
opportunities.
Our Science Education and Early
Talent team, along with our 362 STEM
ambassadors across the UK, engage young
people by demonstrating real-world
science and engineering in schools, and
manage our graduate and apprenticeship
programmes.
Rhiannon Lowe heads up a team of 150
ambassadors, all volunteer GSK employees
from our site in Ware, Hertfordshire. She
has been part of the programme since it
began in 1999 alongside her job as an
investigator in investigative preclinical
toxicology, where she focuses on diseases
of the developing world and gene therapy.
She and her team put their expertise into
practice to inspire people of all ages. They
go into schools to demonstrate scientific
experiments and host visits to GSK labs
where students are given an opportunity
to get involved in science that connects
directly to our work and the real world.
Rhiannon encourages girls, in particular,
to pursue these subjects from a young age
as women represent only 14% of all STEM
professionals in the UK.
GSK Annual Report 2015 47
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Our planet
Reducing our environmental impacts
Our approach
Major environmental challenges are closely
linked to global health concerns. Climate
change and deforestation, for example, are
exacerbating inequalities of health. As a
global healthcare company we can help
tackle both the effects of environmental
change – and the causes. We aim to have
a carbon neutral value chain by 2050, with
ambitious interim goals to reduce carbon,
water and waste. In the past five years,
we have made significant progress.
Carbon
We aim to reduce our carbon footprint
across the value chain by 25% by 2020,
from the 2010 baseline, on the way to our
2050 goal of a carbon neutral value chain.
To pursue these objectives we are reducing
our operational emissions (scope 1 and 2)
and engaging with suppliers, patients and
consumers to cut the emissions linked to
sourcing raw materials for our ingredients
and to using our products (scope 3).
In 2015, the volume of medicines,
consumer health products and vaccines
we sent out from our factories was 40%
higher than 2010. At the same time, our
value chain carbon footprint has only
grown by 2% (vs 2010). We have therefore
reduced the value chain carbon footprint
of the products we shipped in 2015 by
an average of 25% versus 2010.
The continued growth in sales of our
Ventolin propellant-based inhalers
which emit greenhouse gases during
the administration of medication to
patients continues to impact our carbon
footprint. We are researching solutions
to this issue including changing the way
we manufacture to reduce the amount
of propellant used while maintaining
efficacy for patients.
Carbon emissions
Tonnes CO2ea
Scope 1 emissions
Scope 2 emissions
Scope 3 emissions
Intensity ratios
Scope 1 and 2 emissions/
sales revenue (tonnes
CO2e/£m)
Scope 1 and 2/FTE
(tonnes CO2e/FTE)
2010
2013
1,011,192
962,327
11,712,125
1,040,928
788,149
12,394,789
2014
851,113
744,973
12,533,559
2015b
884,772
765,379
12,400,202
2010
69.5
2013
69.0
2014
69.4
2015
69.0
20.5
18.4
16.3
16.0
a Carbon emissions are calculated according to the Greenhouse Gas Protocol:
A Corporate Accounting and Reporting Standard (revised edition).
b Data includes former Novartis sites' emissions and headcount.
In reducing emissions from raw materials,
engaging with suppliers is crucial. Our
approach, recognised at the 2015 Ethical
Corporation Responsible Business
Awards, is founded on data collection,
collaboration and recognition. The Ecodesk
online platform gathers data on carbon,
water and waste from around 180 suppliers
representing approximately £775 million –
more than half – of our annual spend on
raw materials.
Water
By 2020 we aim to reduce GSK’s water
impact across the value chain by 20%,
from its 2010 level. We met the 2015
milestone for our own operations a year
early and, during 2015 itself, reduced this
by a further 5%. We have achieved such
reductions by investing in water-saving
initiatives over the past five years, focusing
on sites with the highest water use and
those in regions of water scarcity.
We have the most control over direct
emissions from our own operations. In
2015, we reduced emissions within our
operations, by a further 2% to 1.6 million
tonnes of CO2e. This is 21% less than
2010, with a cumulative saving of around
1 million tonnes of CO2e over five years.
We have achieved this by using energy
efficiently and investing in renewable
energy, which now provides around 4%
of our total energy use. The wind turbine
at our facility in Cork, Ireland, for example,
generates 28% of the site’s electricity and
in 2015 delivered savings of €1 million and
4,100 tonnes of CO2e.
Around 86% of the water used across
our value chain comes from raw materials,
mainly agricultural. In 2015 we partnered
with The Energy and Resources Institute,
a sustainable development NGO in India,
to assess how we can reduce water impact
in the rural communities that supply us with
the wheat, barley and milk to manufacture
Horlicks.
In 2015, GSK laboratories, manufacturing
sites and offices used around 1% of our
total water impact. We are making major
investments to reduce this company-wide.
Our strategy
in action
25%
We have reduced the value chain
carbon footprint of the products
we shipped in 2015 by an average
of 25% versus 2010
1m
We have reduced direct
carbon emissions (Scope
1 and 2) by 21% since 2010,
saving over 1 million tonnes
of CO2e over five years
48 GSK Annual Report 2015
We hit our 2015 water target a
year early, reducing our usage
by 25% since 2010 – that’s a
saving of over 15 million m3,
more water than we use
in a whole year
Horlicks takes a Green Leap in India
Horlicks is one of our best-known
brands. Used as a nutritional
supplement in India, it provides
essential vitamins and minerals for
growing children.
But in 2012, we discovered through
lifecycle analysis that Horlicks had the
second largest carbon footprint of all our
products. One reason for this was that our
three Horlicks factories in India – in Nabha,
Rajahmundry and Sonepat – were powered
by coal.
We are investing £9.6 million in Project
Green Leap to reduce carbon emissions
and water use at these three Horlicks
factories. For example, we continue to
increase the amount of waste biomass
we buy to replace coal as a fuel in our
boilers.
We will be constructing a new 1MW
combined heat and power plant at
Rajahmundry that will also be fuelled
with waste biomass. This plant will
improve efficiency by capturing heat
from power generation that would
otherwise be wasted.
At Sonepat, we are installing photovoltaic
cells that generate 0.5MW of power from
solar energy, and we are investing in
efficient LED lighting across all three
sites to cut our energy use.
Since the project began in April 2014,
we have cut carbon emissions by 14%.
We have also installed effluent treatment
plants and rainwater harvesting systems
that enable water to be reused and
disposed of safely, cutting water use by
30% and helping to replenish groundwater
and restore local water sources.
Consumer use accounts for about 13%
of our water footprint – mainly for cleaning
teeth. In 2015, we continued to encourage
people not to leave water running while
brushing, with Sensodyne’s support for
the ‘Turn off the Tap’ campaign in the UK.
Waste
We aim to reduce our operational waste
by 50% by 2020, compared with 2010.
Over the last five years we have cut our
operational waste (hazardous and non-
hazardous) by 25%.
To realise our 2020 commitment,
we are working with experts and NGOs
to understand how best to cut our
water impact across the value chain.
We have combined data from the WWF
Water Risk Filter across four areas –
water scarcity, local water quality,
health and social risks, and regulatory
and reputational risks – to identify high
water impact hotspots.
We encourage our sites to view waste
as a resource and to share best practice.
For example, our facility in East Durham,
in the US, building on insights from our
Dungarvan plant in Ireland, will install a
machine that recycles fibre drums used
for packaging, storage and transportation,
saving more than US$300,000 per year.
In 2015, we produced 15% less waste
than the previous year. 6,900 tonnes,
representing 5% of our total waste, was
sent to landfill in 2015, a reduction of
2,600 tonnes compared to 2014.
By the end of 2015, 60% of our sites
sent no waste to landfill.
“We identified a huge
opportunity, and have
reduced carbon emissions
at Sonepat by more than
5,000 tonnes between
2014 and 2015."
Satyaprakash Punia
Utilities and Site Energy Manager,
Sonepat, India
25%
Since 2010, we have cut our
operational waste by 25%
In 2015, we scored 100% for
climate change disclosure and
a B for performance in the
CDP’s FTSE 350 Climate
Disclosure Leadership Index
GSK is still the only
pharmaceutical company
to hold the Carbon Trust’s
Carbon Standard for
cutting carbon emissions
and its Water Standard for
reducing water use across
our operations globally
GSK Annual Report 2015 49
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Group financial
review
50 GSK Annual Report 2015
50 GSK Annual Report 2015
Group financial review
“Our significant progress
in 2015 leaves us better
positioned to deliver
against our Financial
Architecture, driving EPS
growth ahead of sales
and improving our cash
flow generation.”
2015 highlights
£23.9bn
2015 Group turnover
(up 6% CER, up 1% CER pro-forma)
174.3p
Total earnings per share
(up >100% CER)
75.7p
Core earnings per share
(down 15% CER)
Restructuring cash costs (£bn)
1.5
1.0
0.5
0
1.3
1.1
0.5a
0.6
0.5
2013
2014
2015
2016
2017
Forecastb
Footnotes
a Includes £0.3 billion cash costs on legacy
restructuring programmes now completed.
b Total charges for the combined restructuring
and integration programme are expected to be
approximately £5 billion, of which cash costs
are expected to be approximately £3.65 billion.
The programme is expected to be largely
complete by the end of 2017.
In 2015, we made significant progress
against our strategy including closing the
Novartis transaction and accelerating the
delivery of our restructuring and integration
programmes. This allowed us to release
£1 billion of incremental savings across
the Group, ahead of our original targets by
some £200 million. Importantly, we also
created additional flexibility to invest behind
both the R&D pipeline and new product
launches, helping to build momentum in
each of our three businesses.
The Group is now better positioned to
drive sustainable growth and, given the
significant restructuring and reshaping of
our cost base, is better placed to deliver
against our Financial architecture and drive
growth in earnings per share ahead of
sales, while improving cash generation to
support the dividend over the longer term.
The current level of dividend exceeds the
cash flows generated by the business.
Our strategy is designed to rebuild that
capacity through the transition of the
Group’s business away from its previous
reliance on Seretide/Advair to more broadly
based and growing cash flows, driven
by new products in Pharmaceuticals, the
expansion of our Vaccines and Consumer
Healthcare businesses, operating cost
savings arising from our integration and
restructuring programme and a reduction
in the level of restructuring spending as the
programme comes to an end.
During this period of transition, we have
said that we intend to prioritise available
cash, whether from operational cash flows
or disposals, for the return of ordinary
dividends to shareholders and to accelerate
investment behind our restructuring and
integration programmes to support more
rapid delivery of the synergy benefits and
other new growth opportunities we have
identified across the Group.
In line with this prioritisation, the Board has
declared an ordinary dividend of 80 pence
per share for 2015 and has also said that
it expects to pay an ordinary dividend of
80 pence per share for 2016 and 2017 as
we transition the Group’s businesses.
To deliver on this expectation and ensure
sufficient financial flexibility to continue
to invest behind the synergy benefits and
other growth opportunities as well as
respond to the potential exercise of put
options by our partners in ViiV Healthcare
and the Consumer Healthcare Joint
Venture, we have retained all but £1 billion
of the net proceeds received from Novartis
and a number of other non-strategic asset
disposals. £1 billion is being returned
to shareholders in the form of a special
dividend of 20 pence per share to be paid
in April 2016.
Retention of disposal proceeds and our
continued focus on cash flow management
and the protection of our credit profile has
meant that during the year we were able
to fund the restructuring and integration
programmes, declare an ordinary dividend
of 80 pence per share and reduce net
debt by £3.7 billion, securing the flexibility
we need to complete the transition of
our business and deliver on our strategic
objectives.
Viability statement
A new requirement this year is to assess the
future prospects of the Group over a period
longer than the 12 months required by the
going concern provisions of the Corporate
Governance Code. The outcome of this
review is set out under ‘Viability statement’
on page 52.
GSK Annual Report 2015 51
GSK Annual Report 2015 51
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Group financial review
continued
Viability statement
In accordance with provision C.2.2 of the 2014 revision of the Code,
GSK has assessed the prospects of the Group over a longer period
than the 12 months required by the ‘Going Concern’ provision. The
Directors confirm that they have a reasonable expectation that GSK
will continue to operate and meets its liabilities, as they fall due, over
the next three years. The Directors’ assessment has been made with
reference to our current position and prospects, our strategy, the
Board’s risk appetite and our principal risks and how these are
managed, as detailed on pages 16 and 17 in the Strategic report.
The Board reviews our internal controls and risk management
policies and approves our governance structure and code of
conduct. It also appraises and approves major financing, investment
and licensing decisions, and evaluates and monitors the performance
and prospects of GSK as a whole. The focus is largely on improving
our long-term financial performance through simplifying the operating
model, growing a diversified global business, and delivering more
products of value.
The three year review considers our existing strategy and the
associated principal risks that underpin our current three year plan,
which the Directors review at least annually. The Directors believe that
a three year assessment is most appropriate as it aligns with our normal
and well established three year business planning processes. This
three year period balances the long term nature of investments in the
Pharmaceutical industry with a realistic assessment of the variability of
the key drivers of near term business performance as well as external
factors and regulation impacting the business. It also reflects our view
on access to capital markets and funding requirements as projected
within this analysis.
The plan has been stress tested in a series of robust operational and
principal risk downside scenarios as part of the Board’s review on risk.
The downside scenarios also consider GSK’s cash flows, dividend
cover, funding strategy, insurance provision and recovery as well as
other key financial ratios over the period. These metrics have been
subject to sensitivity analyses which involve flexing a number of the
main assumptions underlying the forecasts both individually and in
combination. Where appropriate, these analyses have been stress
tested to ensure robustness of viability over the period and have
evaluated the potential impact of material negative changes in the
macro-economic and healthcare environment, increased pricing
pressure in both the US and Europe, the accelerated impact of a
generic alternative to Seretide/Advair, and our principal risks actually
occurring as well as the earliest potential exercise of put options by
our partners. The three year review also makes certain assumptions
about the normal level of capital recycling likely to occur and considers
whether additional financing facilities will be required and the
respective level of funding flexibility and headroom.
Based on the results of this analysis, the Directors confirm they have a
reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the three year
period of their assessment.
Financial architecture
Our financial architecture is designed to support the consistent
execution of our strategy and to enhance the returns we deliver
to shareholders.
It is focused on delivering more sustainable sales growth across
the company, improving operating leverage, or profitability, and
enhancing our financial efficiency. This is in order to drive growth in
EPS ahead of our sales performance and then convert more of those
earnings into cash that can be used to invest in the business or
return to shareholders, wherever we see the most attractive returns.
This clear set of priorities ensures consistency in how capital is
allocated across and between the different businesses within GSK
with relative returns from each business benchmarked to relevant
external comparatives using a Cash Flow Return on Investment
(CFROI) based framework of metrics. Specific capital investments
are also benchmarked in a similar way.
Turnover growth
The Group’s turnover performance in 2015 reflected further
progress in delivery against our strategic objective of building a
more balanced set of growth drivers across our business. We
continued to launch new products in our Pharmaceuticals business
and we expanded our Vaccines and Consumer Healthcare
businesses through the Novartis transaction. These new sources
of growth more than offset the decline of Seretide/Advair and
some of our other older products and we delivered overall turnover
growth of 6% CER in the year, up 1% pro-forma.
Sales of New Pharmaceutical and Vaccines products of £2 billion
in the year were a key driver but Consumer Healthcare also made
a significant contribution, up 6% pro-forma, with new products,
including the recent Flonase OTC switch, driving growth.
Operating leverage
Our ability to deliver improved profitability is heavily impacted by the
overall trend in our sales, but it can also be affected by changes in
the mix of business, regional and product contributions to growth
in operating profit. 2015 saw a significant change in the mix of the
Group following the Novartis transaction, which helped create
industry-leading Vaccines and Consumer Healthcare businesses
alongside the divestment of our marketed Oncology products.
At the time of divestment, the Oncology business had a much
higher operating margin than the acquired Vaccines and Consumer
Healthcare businesses, particularly given the heavy investment
and cost structure inherited from Novartis. While the integration
plans are addressing that cost structure directly and we have set
targets for significant margin improvement in both of the acquired
businesses, our core operating margin in the short-term has been
affected materially by the transaction, with a total impact of around
three percentage points of sales.
The reported core operating margin declined a total of 4.1
percentage points to 23.9% with substantially all of the additional
1.1 percentage point decline reflecting the impact of the benefit
in 2014 to the operating margin of a structural credit in SG&A of
£219 million which was not repeated in 2015. Excluding this effect,
the pro-forma core operating margin was broadly flat.
This reflected the delivery of around £1 billion of incremental cost
savings from our integration and restructuring programmes. The
savings contributed to offset price pressures in older parts of
the portfolio and also added to the cost flexibility we have been
building in recent years.
This provided greater opportunities to reallocate resources across
the Group, including reinvestment to support new launches and
our R&D pipeline, but also improvements to our manufacturing
capabilities and capacity.
Our integration and restructuring programme is ahead of schedule.
By the end of 2015, the programme had delivered approximately
£1.6 billion of annual savings and it remains on track to deliver
£3 billion of annual savings in total by the end of 2017.
Financial efficiency
We continue to focus on improving our financial efficiency and overall
funding costs while protecting our credit profile and, in particular, our
short-term target credit ratings.
52 GSK Annual Report 2015
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GSK financial architecture: driving improved returns to shareholders
Sales growth
Operating leverage
EPS
Financial efficiency
Free cash flow
Cash flow growth
Returns to
shareholders
Earnings per share (EPS)
Total EPS in 2015 saw a significant increase to 174.3p, primarily
driven by the profit on the disposal of our Oncology business. Core
EPS declined 15%, mainly reflecting the short-term dilution of the
Novartis transaction but also the impact of the continuing transition
of our Pharmaceuticals business, particularly in Respiratory.
In 2016, we expect core EPS percentage growth to reach
double digits (CER). The base for this growth is the 2015 core
EPS of 75.7p.
Free cash flow
Free cash flow generation in 2015 has been impacted by the
ongoing transition of our pharmaceutical portfolio, particularly
the decline in Seretide/Advair but also the short-term impact of
the Novartis transaction and, in particular, the inherited levels
of cost and investment that are being addressed as part of our
synergy and integration plans.
The restructuring costs of these plans and other costs of the Novartis
transaction are being funded from the proceeds of the disposal of the
Oncology business and other non-strategic assets, consistent with
our general approach to funding the costs of restructuring.
Excluding the cash restructuring charges incurred during the year
of £1.1 billion and the initial tax payments due on the Oncology
disposal, as well as legal payments, free cash flow generated in
2015 was £2.5 billion compared with £3.9 billion in 2014, when
adjusted on a comparable basis.
In addition to rebuilding our cash generation capacity, we continue
to focus on improving the efficiency of capital investment and our
use of working capital to reduce internal cash requirements. This
is expected to allow us to build operating cash flows more quickly
while maintaining the dividend, returning the Group to growth and
protecting our credit profile.
Returns to shareholders
The Board approved an ordinary dividend of 80 pence for 2015,
together with a special 20 pence dividend to be paid from the net
proceeds of the Oncology business and other asset disposals.
This will be distributed in April 2016 alongside the regular fourth
quarter dividend for 2015. We also expect to pay annual dividends
of 80 pence for 2016 and 2017.
A fuller review of the financial results is set out on pages 54 to 72.
Approach to tax
We understand our responsibility to pay an appropriate
amount of tax. In 2015 the Group paid corporate income
tax of £2,062 million (2014 – £1,108 million) on profits of
£10,526 million (2014 – £2,968 million) representing a cash
tax rate of 19.6% (2014 – 37.3%). The corresponding accounting
tax charge on profits was £2,154 million (2014 – £137 million).
Tax risk is managed by a set of policies and procedures to
seek to ensure consistency and compliance with tax legislation.
Our Audit & Risk Committee and the Board are responsible for
approving our tax policies and risk management.
We seek to maintain open, positive relationships with governments
and tax authorities worldwide and we welcome constructive
debate on taxation policy. There continued to be a significant
international focus on tax reform during 2015 – including the
OECD’s Base Erosion and Profit Shifting (‘BEPS’) project
and European Commission initiatives such as the proposed
‘Anti-BEPS’ Directive and the increased use of fiscal state aid
investigations. The OECD BEPS reports clarify the important
principle that tax should be paid on profits throughout the supply
chain, commensurate with where the profit making activity
takes place. GSK supports this approach and has been active
in providing relevant business input to assist in the successful
delivery of the aims of the BEPS project. In particular, we support
the implementation of the OECD’s recommendations on Country-
by-Country Reporting (‘CBCR’), including the exchange of CBCR
data between tax authorities, as being key to its success. This
data, validated against existing information held on taxpayers, will
support their ability to ensure multinational groups pay the right
amount of tax.
We do not engage in artificial tax arrangements – those without
business or commercial substance. At the same time we have a
responsibility to our shareholders to be financially efficient and
deliver a sustainable tax rate. The ongoing alignment of our Group
structure to reflect our mix of operations and geographies has helped
us maintain an efficient effective tax rate. Our core tax rate for 2015
was 19.5%, similar to the rate in 2014 of 19.6%. However, some
moderate upward pressure on the rate is expected over the next
several years, given the Group’s momentum and changing earnings
mix in favour of the US in particular. For 2016 a core tax rate in the
20-21% range is expected.
Our approach to tax is set out in detail within the Public Policy
positions section of our website. Further details about our
corporate tax charges for the year are set out on page 158.
Simon Dingemans
Chief Financial Officer
GSK Annual Report 2015 53
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Group financial review
continued
Financial review 2015
Results reporting
Our Group financial review discusses the operating and financial
performance of the Group, cash flows and our financial position
and resources. We compare the results for each year primarily
with the results of the preceding year. This review discusses the
total results of the Group and also core results.
We also 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.
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.
All growth rates included in this Report are at CER unless
otherwise stated.
Core results reporting
Total reported results represent the Group’s overall performance.
However, these results can contain material unusual or non-
operational items that may obscure the key trends and factors
determining the Group’s operational performance. As a result,
we also report core results.
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, and acquisition
accounting adjustments for material acquisitions, disposals of
associates, products and businesses, other operating income
other than royalty income, and other items, together with the tax
effects of all of these items.
Core results reporting is utilised as one of the bases for internal
performance reporting alongside Total results, cash flow
generation and a number other metrics. Core results are presented
and discussed in this Group financial review as we believe that
core results are more representative of the performance of the
Group’s operations and allow the key trends and factors driving
that performance to be more easily and clearly identified by
shareholders. The definition of core results, as set out above, also
aligns the Group’s results with the majority of our peer companies
and how they report earnings.
Reconciliations between total and core results, including detailed
breakdowns of the key non-core items, are set out on page 62,
and are provided to shareholders to ensure full visibility and
transparency as they assess the Group’s performance.
Pro-forma results reporting
The Novartis transaction completed on 2 March 2015 and so
our reported year to date results include ten month’s turnover of
the former Novartis Vaccines and Consumer Healthcare products
and also exclude sales of the former GSK Oncology business from
2 March. Following the completion of the transaction with Novartis,
we have reorganised the Group to reflect the greater balance
between the Pharmaceuticals, Vaccines and Consumer
Healthcare businesses and responsibilities for some parts
of these respective businesses have been realigned. We are
reporting these three businesses separately with corporate costs
reallocated to each accordingly so that the profitability of each
business is reflected more accurately. We have restated our
segment information consistent with this realignment.
In addition, we have presented unaudited pro-forma growth rates
for turnover, core operating profit and core operating profit by
business. Pro-forma growth rates are calculated comparing
reported turnover and core operating profit for the year to
December 2015 with the turnover and core operating profit for
the year to December 2014 adjusted to include the equivalent
ten month’s sales of the former Novartis Vaccines and Consumer
Healthcare products and exclude the sales of the former GSK
Oncology products from March to December 2014.
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 65.
Adjusted free cash flow
Adjusted free cash flow excludes payments made to settle legal
disputes.
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.
R&D internal rate of return
The calculation for 2015 included products launched from
1 January 2013 to 31 December 2015 and compounds in
phases IIb and III of the development process. The calculation
was based on actual sales from 2013 to 2015, and forecast sales
up to 2036, 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.
This IRR estimate factored in applicable components of the
Novartis transaction, including the acquisition costs and forecast
cash flows of Bexsero and Men ABCWY, as well as cash flows
for the relevant oncology assets divested (i.e. products launched
since 2013 and AKT inhibitor). The oncology cash flows included
estimated attributable R&D costs and an estimated proportion of
the after-tax sale proceeds. Proceeds for products launched
before 2013 are excluded for consistency with our overall
methodology. The net impact of the acquisitions and disposals
on the estimated IRR is not material.
54 GSK Annual Report 2015
Group turnover
Turnover £bn
32
28
24
20
16
12
08
04
0
26.5
23.0
23.9
£23.9bn
Group turnover
US
Europe
International
6%
1%
Reported
CER growth
Pro-forma
CER growth
2013
2014
2015
Operating profit £bn
16
14
12
10
08
06
04
02
0
10.3
7.0
3.6
2013
2014
2015
£10.3bn
Total operating profit
>100%
Reported
CER growth
Global Pharmaceuticals
HIV
Pharmaceuticals
Vaccines
Consumer Healthcare
Segment turnover
Corporate and other
unallocated turnover
Group turnover
2015
£m
11,844
2,322
14,166
3,657
6,028
23,851
2014
(restated)
£m
13,950
1,498
15,448
3,159
4,312
22,919
72
23,923
87
23,006
Growth
CER%
Growth
£%
(14)
54
(7)
19
44
6
(9)
6
(15)
55
(8)
16
40
4
(17)
4
CER% represents growth at constant exchange rates. £% represents
growth at actual exchange rates. HIV turnover represents the sales of
ViiV Healthcare.
Group turnover for 2015 increased 6% on a reported basis to
£23,923 million, with Pharmaceuticals down 7%, Vaccines up
19% and Consumer Healthcare up 44%, reflecting the impact of the
Novartis transaction. On a pro-forma basis, Group turnover increased
1%, with Pharmaceuticals down 1%, Vaccines up 3% and Consumer
Healthcare up 6%. Sales of New Pharmaceutical and Vaccine
products were £1,988 million in the year.
The Corporate and unallocated turnover of £72 million represented
sales of several Vaccines and Consumer Healthcare products, which
were being held for sale in a number of markets. We were required
to dispose of these products in specific markets in order to meet the
requirements of the anti-trust approvals for the Novartis transaction.
The disposals were completed in August and September 2015.
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Group turnover by geographic region
2015
£m
8,222
6,450
9,251
23,923
2014
(restated)
£m
7,409
6,292
9,305
23,006
Growth
CER%
Growth
£%
3
11
5
6
11
3
(1)
4
Group turnover outside of the US and Europe represented 39% of
total Group turnover in 2015 (2014: 40%).
Sales from new Pharmaceutical and Vaccine products
Respiratory
Relvar/Breo Ellipta
Anoro Ellipta
Arnuity Ellipta
Incruse Ellipta
Nucala
CVMU
Eperzan/Tanzeum
Global Pharmaceuticals
Tivicay
Triumeq
Pharmaceuticals
Bexsero
Menveo
Vaccines
2015
£m
2014
£m
Growth
CER%
Growth
£%
257
79
3
14
1
41
395
588
730
1,713
115
160
275
1,988
67
17
–
–
–
6
90
282
57
429
–
–
–
429
>100
>100
–
–
–
>100
>100
>100
>100
>100
–
–
–
>100
>100
>100
–
–
–
>100
>100
>100
>100
>100
–
–
–
>100
At our Investor Day on 6 May 2015, we identified a series of
New Pharmaceutical and Vaccine products that were expected
to deliver at least £6 billion of revenues per annum on a CER basis
by 2020. Those products, plus current clinical pipeline asset,
Shingrix, are as set out above and, as a group are defined as
New Pharmaceutical and Vaccine products. Sales of the New
Pharmaceutical Vaccine products are now expected to reach
£6 billion of revenues per annum on a CER basis up to two years
earlier (2018).
Sales of New Pharmaceutical and Vaccine products were
£1,988 million and represented approximately 11% of
Pharmaceuticals and Vaccines turnover in the year.
GSK Annual Report 2015 55
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Group financial review
continued
Pharmaceuticals
Turnover £bn
24
21
18
15
12
09
06
03
0
17.4
15.4
14.2
2013
2014
2015
Global Pharmaceuticals
Turnover £bn
60%
of Group turnover
(7)%
Reported
CER growth
(1)%
Pro-forma
CER growth
24
21
18
15
12
09
06
03
0
16.0
14.0
11.8
2013
2014
2015
50%
of Group turnover
(14)%
Reported
CER growth
(7)%
Pro-forma
CER growth
Operating profit £bn
Operating profit £bn
08
07
06
05
04
03
02
01
0
6.1
5.0
4.3
2013
2014
2015
£4.3bn
Operating profit
(12)%
Reported
CER growth
(4)%
Pro-forma
CER growth
08
07
06
05
04
03
02
01
0
8.0
6.4
4.7
£4.7bn
Operating profit
(24)%
(17)%
Reported
CER growth
Pro-forma
CER growth
2013
2014
2015
Pharmaceuticals turnover was £14,166 million, down 7% on a
reported basis, primarily reflecting the disposal of the Oncology
business. Adjusting for the impact of the disposal, pro-forma
turnover was down 1%, reflecting a 7% decline in Respiratory
sales and a 15% decline in sales of Established Products, largely
offset by growth in other New Pharmaceuticals products,
particularly HIV products Tivicay and Triumeq.
Sales of New Pharmaceutical products were £1,713 million,
an increase of £1,284 million, which more than offset the decline
in Seretide/Advair sales of £548 million. Global Seretide/Advair
sales were £3.7 billion, down approximately 30% from their peak
in 2013.
Global Pharmaceuticals turnover
Respiratory
Cardiovascular, metabolic
and urology
Immuno-inflammation
Oncology
Other pharmaceuticals
Established Products
2015
£m
5,741
2014
(restated)
£m
6,168
Growth
CER%
Growth
£%
(7)
(7)
858
263
255
2,199
2,528
11,844
965
214
1,202
2,390
3,011
13,950
(9)
16
(79)
(4)
(15)
(14)
(11)
23
(79)
(8)
(16)
(15)
Global Pharmaceuticals turnover was £11,844 million, down
14% on a reported basis, primarily reflecting the disposal of
the Oncology business. Adjusting for the impact of the disposal,
pro-forma turnover was down 7%, reflecting a 7% decline in
Respiratory sales and a 15% decline in sales of Established
Products. Sales of New Global Pharmaceutical products were
£395 million, an increase of £305 million.
In the US, Global Pharmaceuticals reported turnover of
£4,233 million, a decline of 20% in the year and 12% on a
pro-forma basis. The pro-forma decline primarily reflected a
10% fall in Respiratory sales and a 30% fall in Established
Products sales. Within Respiratory, Advair sales were down 13%
to £1,865 million (4% volume decline and a 9% negative impact
of price and mix) and Flovent sales down 19% to £379 million.
These declines were partly offset by sales of the new Respiratory
products, Breo Ellipta, Anoro Ellipta, Incruse Ellipta and Arnuity
Ellipta, with combined sales of £177 million in the year.
56 GSK Annual Report 2015
The primary driver of the decline in Established Products was
Lovaza, which was down 64% to £93 million following the launch
of generic competition in April 2014. Avodart declined 41% to
£166 million reflecting the launch of generic competition in
October 2015. Relenza sales more than doubled to £69 million,
partly reflecting US CDC orders, while Benlysta continued its
strong growth with sales of £209 million, up 24%.
Cardiovascular, metabolic and urology
Sales in the category declined 9% to £858 million in the year.
The Avodart franchise fell 15% to £657 million, with 1% growth in
sales of Duodart/Jalyn more than offset by a 21% decline in sales
of Avodart reflecting the patent expiry in the US in October 2015.
Sales of Prolia were up 12% to £43 million. In December 2015,
Amgen re-acquired the rights to Prolia from GSK.
Immuno-inflammation
Immuno-inflammation sales grew 16% to £263 million. Benlysta
sales in the year were £230 million, up 25%. In the US, Benlysta
sales were £209 million, up 24%.
Oncology
Sales of oncology products were £255 million in the year
(2014 – £1,202 million) following the disposal of the Oncology
business to Novartis on 2 March 2015.
Other pharmaceuticals
Sales in other therapy areas fell 4% to £2,199 million in the year.
Augmentin sales were down 2% at £528 million and Dermatology
sales declined 9% to £412 million, in part adversely affected by
supply constraints. Relenza sales were up 22% to £109 million
driven by US CDC orders.
Sales of products for Rare diseases declined 6% to £371 million,
primarily as a result of generic competition to Mepron in the US.
Established Products
Established Products turnover fell 15% to £2,528 million in the
year. Sales in the US were down 30% to £647 million, primarily
reflecting a 64% fall in sales of Lovaza to £93 million.
Europe was down 11% to £493 million, reflecting increased
generic competition to a number of products and some supply
constraints. Seroxat sales fell 12% to £35 million.
International was down 8% to £1,388 million, primarily reflecting
lower sales of Seroxat/Paxil, down 10% to £143 million, due to
generic competition in Japan, and of Zeffix, down 23% to
£125 million. This was partly offset by increased Valtrex sales,
up 30% to £121 million, following the regaining of exclusivity in
Canada from late 2014 until October 2015. Sales in China fell
21% to £249 million, primarily reflecting significantly increased
pricing pressures, together with supply constraints on Zeffix.
In Europe, Global Pharmaceuticals turnover declined 16% to
£2,849 million and was down 7% on a pro-forma basis after
adjusting for the impact of the Oncology disposal. Respiratory
sales declined 9% to £1,415 million with an 18% decline in
Seretide due to increased generic competition and the ongoing
transition to the new Ellipta products, which reported total sales
of £99 million in the year. Established Products sales were down
11% to £493 million, reflecting increased generic competition
and some capacity constraints to supply of a number of products.
International Global Pharmaceuticals sales of £4,762 million
were down 7% on a reported basis and down 3% on a pro-forma
basis. Sales in Emerging Markets of £2,963 million declined 9%
(down 5% pro-forma). Emerging Market Respiratory sales declined
1%, with Seretide down 5%, impacted by increased generic
competition and price pressure, offset by Flovent up 5%, Ventolin,
up 1%, and Avamys, up 8%, as well as £13 million of Relvar Ellipta
and Anoro Ellipta sales. Established Products were down 14%,
and Dermatology products were down 15%, both partly impacted
by supply constraints.
Within Emerging Markets, China was down 18% reported (down
17% pro-forma), with Respiratory flat and Established Products
down 21%, primarily reflecting significantly increased pricing
pressures and the ongoing reshaping of the business, including
a number of product disposals. In Japan, Global Pharmaceutical
sales were down 5% on a reported basis (down 1% pro-forma) to
£1,213 million with a 5% increase in Respiratory sales, primarily
driven by Relvar Ellipta, offset by lower sales of Relenza, reflecting
a weaker and earlier flu season than in 2014, and continued
competitive pressures to a number of Established Products.
Respiratory
Respiratory sales in the year declined 7% to £5,741 million.
Seretide/Advair sales were down 13% to £3,681 million,
Flixotide/Flovent sales decreased 12% to £623 million and
Ventolin sales fell 7% to £620 million. The combined total of all
Ellipta product sales was £353 million.
In the US, Respiratory sales declined 10% to £2,750 million in the
year (4% volume growth and a 14% negative impact of price and
mix). Sales of Advair were £1,865 million, down 13% (4% volume
decline and a 9% negative impact of price and mix, including the
benefit of positive adjustments to payer rebates provisions in the
fourth quarter). Flovent sales were down 19% to £379 million and
Ventolin sales fell 15% to £304 million primarily as a result of net
negative movements in payer rebates provisions. The new Ellipta
products recorded sales of £177 million in the year.
European Respiratory sales were down 9% to £1,415 million,
with Seretide sales down 18% to £1,014 million (11% volume
decline and a 7% negative impact of price and mix), reflecting the
expected pressures of increased competition from generics and
the transition of the Respiratory portfolio to newer products.
Relvar Ellipta recorded sales of £80 million in the year, while
Anoro Ellipta recorded sales of £16 million.
Respiratory sales in the International region were flat at
£1,576 million with Emerging Markets down 1% and Japan
up 5%. In Emerging Markets, sales of Seretide declined 5% to
£460 million, while Ventolin grew 1% to £182 million. In Japan,
sales of Relvar Ellipta of £56 million, together with strong Avamys
and Xyzal sales growth, more than offset a 13% decline in Adoair
sales.
GSK Annual Report 2015 57
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Group financial review
continued
HIV
Turnover £bn
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0
2.3
1.4
1.5
2013
2014
2015
10%
of Group turnover
54%
Reported
CER growth
3.7
3.4
3.2
15%
of Group turnover
Vaccines
Turnover £bn
4.0
3.5
3.0
2.5
2.0
1.5
0.1
0.5
0
2013
2014
2015
Operating profit £bn
Operating profit £bn
2.0
1.5
1.0
0.5
0
1.7 £1.7bn
Operating profit
0.9
1.0
2013
2014
2015
72%
Reported
CER growth
2.0
1.5
1.0
0.5
0
1.0
1.0
1.0
2013
2014
2015
HIV turnover
Combivir
Epzicom/Kivexa
Lexiva/Telzir
Selzentry
Tivicay
Triumeq
Trizivir
Other
2015
£m
34
698
65
124
588
730
26
57
2,322
2014
£m
Growth
CER%
Growth
£%
59
768
87
136
282
57
36
73
1,498
(42)
(7)
(25)
(8)
>100
>100
(28)
(19)
54
(42)
(9)
(25)
(9)
>100
>100
(28)
(22)
55
Vaccines turnover
Bexsero
Infanrix, Pediarix
Boostrix
Fluarix, FluLaval
Hepatitis
Menveo
Rotarix
Synflorix
Other
19%
Reported
CER growth
3%
Pro-forma
CER growth
£1.0bn
Operating profit
(9)%
Reported
CER growth
7%
Pro-forma
CER growth
2015
£m
2014
£m
Growth
CER%
Growth
£%
115
733
358
268
540
160
417
381
685
3,657
–
828
317
215
558
–
376
398
467
3,159
–
(9)
12
21
(4)
–
14
5
57
19
–
(11)
13
25
(3)
–
11
(4)
46
16
Vaccines sales grew 19% to £3,657 million with the US up 24%,
Europe up 23% and International up 12%. The business benefited
from sales of the newly acquired products, primarily the Meningitis
portfolio, in Europe and the US. The 3% pro-forma growth was
mainly driven by Bexsero sales in Europe and strong Rotarix,
Fluarix/FluLaval, and Boostrix sales in the US. The growth
was partly offset by a decline in Infanrix/Pediarix sales due to
the return of a competitor to the market in the US, increased
competitor activity in Europe and supply constraints in
International. Hepatitis A vaccines sales declined due to supply
constraints and International was impacted by higher trade
inventory of newly acquired vaccines. Cervarix sales declined
following the introduction of a new competitor vaccine.
Worldwide HIV sales increased 54% to £2,322 million, with
the US up 77%, Europe up 46% and International up 15%.
The growth in all three regions was driven primarily by the
strong performances of both Triumeq and Tivicay, with sales
of £730 million and £588 million respectively in the year.
Epzicom/Kivexa sales declined 7% to £698 million and
Selzentry declined 8% to £124 million. Combivir and Lexiva
sales fell 42% and 25%, respectively.
58 GSK Annual Report 2015
In the US, sales grew 24% on a reported basis (up 9% pro-forma)
to £1,258 million. Pro-forma growth was driven mainly by a strong
performance from Fluarix/FluLaval as a result of the conversion
to the Quadrivalent formulation, Rotarix benefiting from CDC
stockpile replenishments, Boostrix due to market share gains, and
the Meningitis portfolio driven primarily by the launch of Bexsero.
This growth was partly offset by an Infanrix/Pediarix sales decline
of 17%, primarily as a result of the return to the market of a
competitor vaccine during 2014 combined with lower CDC
stockpile purchases than in 2014.
In Europe, sales grew 23% on a reported basis (up 9% pro-forma)
to £1,097 million. Pro-forma growth primarily reflected increased
sales in the Meningitis portfolio with Bexsero gaining in several
private markets including Italy, Spain, Germany and Portugal as
well as in the UK following its inclusion in the NHS immunisation
programme. Menveo also delivered incremental sales as a result
of tender awards in the UK and Italy. Growth was partly offset by
sales declines in Infanrix/Pediarix due to supply constraints and
increased competitor activity, Hepatitis A vaccines due to supply
constraints, and Cervarix following the introduction of a new
competitor vaccine. Germany grew strongly with the MMRV
portfolio, Boostrix and Infanrix/Pediarix, all up due to better
supply and competitor supply shortages.
In International, sales grew by 12% on a reported basis but
declined 5% on a pro-forma basis to £1,302 million. The pro-forma
performance was mainly driven by lower tender volumes in Latin
America, particularly for Synflorix, partly offset by increased
market access and demand for Synflorix in Africa and Bangladesh.
Cervarix sales decreased in Mexico and South Africa due to lower
demand. Infanrix/Pediarix and Hepatitis A vaccines sales were
down, reflecting supply constraints, and the newly acquired
vaccines declined due to the phasing of shipments and higher
trade inventory levels inherited as part of the acquisition.
Consumer Healthcare
Turnover £bn
08
07
06
05
04
03
02
01
0
25%
6.0
of Group turnover
4.7
4.3
2013
2014
2015
44%
Reported
CER growth
6%
Pro-forma
CER growth
Operating profit £bn
2.0
1.5
1.0
0.5
0
0.7
0.7
0.5
2013
2014
2015
Consumer Healthcare turnover
£0.7bn
Operating profit
66%
Reported
CER growth
24%
Pro-forma
CER growth
Wellness
Oral health
Nutrition
Skin health
US
Europe
International
2014
(restated)
£m
2015
£m
Growth
CER%
Growth
£%
2,970
1,866
684
508
6,028
2015
£m
1,430
1,788
2,810
6,028
1,565
1,797
633
317
4,312
2014
(restated)
£m
851
1,138
2,323
4,312
95
8
7
67
44
90
4
8
60
40
Growth
CER%
Growth
£%
56
70
27
44
68
57
21
40
The Consumer Healthcare business represents the Consumer
Healthcare Joint Venture with Novartis together with the GSK
Consumer Healthcare listed businesses in India and Nigeria,
which are excluded from the Joint Venture.
Turnover grew 44% to £6,028 million, benefiting significantly
from the sales of the newly-acquired products included in the Joint
Venture. On a pro-forma basis, growth was 6% (4% volume and
2% price), primarily reflecting strong growth in the US following
the launch of OTC Flonase, buoyant sales in India driven by
Horlicks as well as global specialist Oral health growth, partly
due to a recovery from supply disruptions in 2014. Sales from new
GSK innovations (product introductions within the last three years
on a rolling basis) represented approximately 14% of sales, higher
than in prior years primarily due to the Flonase switch to OTC
earlier in the year. Other key 2015 launches included Sensodyne
Repair and Protect Whitening in the US and Germany, Voltaren
12 hour and the roll-out of Sensodyne mouthwash.
GSK Annual Report 2015 59
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m
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e
r
a
t
i
o
n
i
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n
a
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c
a
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t
a
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e
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t
s
I
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v
e
s
t
o
r
i
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f
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m
a
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i
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n
S
t
r
a
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e
g
c
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p
o
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t
G
o
v
e
r
n
a
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e
&
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e
m
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a
t
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i
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a
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c
a
i
l
s
t
a
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m
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n
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I
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v
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s
t
o
r
i
n
f
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m
a
t
i
o
n
Group financial review
continued
US sales grew 56% on a reported basis to £1,430 million,
and 22% on a pro-forma basis. Flonase was the region’s
principal growth driver. Oral health sales continued to be driven
by Sensodyne, up 13%, with the launch of Sensodyne Repair
and Protect Whitening, supply recovery and distribution gains
for Sensodyne Pronamel. Excedrin grew 9% following the launch
of the gel tablet format combined with momentum in the tension
headache variant. Theraflu posted strong growth due to its
re-launch, the new warming syrups format and price increases.
Nicorette lozenges, Nicorette Mini lozenges and alli returned to
the market but Tums was impacted by supply constraints and
increased competitive pressure during the year.
Sales in Europe grew 70% on a reported basis to £1,788 million
and grew 3% pro-forma. The pro-forma performance was driven
by Oral health products, which reported growth of 6%, reflecting
strong performances from both Sensodyne and Gum health
products following an improved supply position compared with
2014, new advertising in key markets, and the roll out of new
Sensodyne variants across the region. In Wellness, pain relief
recorded a strong double-digit pro-forma performance, driven
by Voltaren which also benefited from new marketing campaigns.
The brand recorded its highest market shares in many of the major
European markets, including Germany, Italy, Poland and France.
These strong performances were partly offset by adverse
performances in the Nutrition and Skin health categories, due to
the re-alignment of resources across the brand portfolio following
the integration of the businesses and the termination of a number
of third party supply arrangements as part of a supply chain
simplification initiative.
International sales of £2,810 million grew 27% on a reported basis
and were up 2% pro-forma. Oral health sales grew strongly across
the region with double-digit growth on Sensodyne and Denture
care products. Wellness sales declined 3% on a pro-forma basis,
largely a result of the impact of the excess channel inventories in
parts of the acquired consumer businesses, most notably China,
Russia and Middle East, together with generic competition which
impacted Panadol Osteo in Australia, and economic and political
uncertainties in Venezuela. India led the growth amongst the
priority markets, reporting double-digit performances from Eno,
Sensodyne and Horlicks, driven by distribution gains and new
marketing campaigns and the re-launch of the improved chocolate
flavoured Horlicks. Sales in Brazil were down to low-single digits
as the business transitioned to new product formulations in the
sun care business.
60 GSK Annual Report 2015
Total results
The total results of the Group are set out below. Reconciliations of
total results to core results are presented on page 62.
2015
2014
Growth
% of
£m turnover
% of
£m turnover CER%
6
100
24
(31.8)
100 23,006
(37.0)
(7,323)
£%
4
21
)
(9,232)
(3,560
329
23,923
(8,853)
7,715
10,322
(653)
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
14
and joint ventures
Profit before taxation 10,526
(2,154)
Taxation
Total profit after
taxation for the year
Total profit attributable
8,422
to shareholders
Earnings per share (p) 174.3
Earnings per ADS
(US$)
8,372
5.33
843
(38.6) (8,246)
(35.8)
13
12
)
(14.9
1.4
)
(3,450
310
)
(15.0
1.3
2
8
3
6
32.2
43.1
(700)
3,597
(659)
–
30
2,968
(137)
(3.1) >100 >100
15.6 >100 >100
>100 >100
2,831
>100 >100
2,756
57.3
1.89
>100 >100
Cost of sales
Cost of sales as a percentage of turnover was 37.0%,
5.2 percentage points higher than in 2014 and 5.4 percentage
points higher on a CER basis. The increase reflected the disposal
of our higher margin Oncology business and the acquisition of the
lower margin Vaccines and Consumer Healthcare businesses
from Novartis. In addition, there were adverse price movements,
particularly in US Pharmaceuticals, and increased investments
in Vaccines to improve the reliability and capacity of the supply
chain, together with increased intangible asset amortisation and
impairment charges and higher integration and restructuring costs.
This was partly offset by an improved product mix, particularly as
a result of the growth in HIV sales, and the benefits of the Group’s
ongoing cost reduction programmes.
Selling, general and administration
SG&A costs as a percentage of sales were 38.6%, 2.8 percentage
points higher than in 2014 and 2.3 percentage points higher on
a CER basis. This increase primarily reflected the impacts of the
Novartis transaction in 2015 and the £219 million credit in SG&A in
2014 from a release of reserves following simplification of our entity
structure, together with higher integration and restructuring costs
and increased promotional product support, particularly for new
launches in Respiratory, Consumer Healthcare, Vaccines and HIV.
This was partly offset by the benefits of the Pharmaceuticals cost
reduction programme, synergies in Vaccines and Consumer
Healthcare and lower legal charges.
Research and development
R&D expenditure increased 2% CER to £3,560 million (14.9%
of turnover) compared with £3,450 million (15.0% of turnover)
in 2014. The benefits of the cost reduction programmes in
Pharmaceuticals, Vaccines and Consumer Healthcare R&D were
more than offset by higher integration and restructuring costs.
Other operating income
Net other operating income of £7,715 million (2014 – £700 million
expense) included the profits on the disposals of the Oncology
business of £9,228 million and ofatumumab of £200 million.
This was partly offset by a further increase in the liability for
the contingent consideration for the acquisition of the former
Shionogi-ViiV Healthcare joint venture of £1,874 million
(2014 – £768 million) following the improved sales performance
of Tivicay and Triumeq. The liability of £3,409 million at 31
December 2015 represents the present value of expected future
payments to Shionogi. Further details of the consideration due
to Shionogi in relation to ViiV Healthcare are set out on page 70.
Operating profit
Total operating profit was £10,322 million compared with
£3,597 million in 2014. The increase primarily reflected the profits
on disposal of the Oncology business to Novartis and several equity
investment and other asset disposals. This was partly offset by
increased integration and restructuring costs, the adverse impact on
margins of the disposal of the higher margin Oncology business and
acquisition of the lower margin Vaccines and Consumer Healthcare
businesses from Novartis and the increase in the contingent
consideration liability payable on the acquisition of the former
Shionogi-ViiV Healthcare joint venture.
Intangible asset amortisation decreased to £563 million from
£575 million in 2014. Intangible asset impairments of £206 million
(2014: £150 million) included impairments of several R&D and
commercial assets. Both of these charges were non-cash items.
Major restructuring charges accrued in the year were £1,891 million
(2014 – £750 million) and reflected the acceleration of a number of
integration projects following completion of the Novartis transaction,
as well as further charges as part of the Pharmaceuticals
restructuring programme. Cash payments made in the year were
£1,131 million (2014 – £566 million). The programme has delivered
approximately £1 billion of incremental benefits in 2015 compared
with 2014.
Charges to date for the combined restructuring and integration
programme are £2.7 billion. The total cash charges of the combined
programme are expected to be approximately £3.65 billion and
the non-cash charges up to £1.35 billion. By the end of 2015,
the programme had delivered approximately £1.6 billion of annual
savings and remained on track to deliver £3 billion of annual savings
in total. The programme is expected to be largely complete by the
end of 2017.
Legal charges of £221 million (2014 – £548 million) included
the settlement of a number of existing matters and litigation costs.
The charge in 2014 included the £301 million fine payable to
the Chinese government. Cash payments were £420 million
(2014 – £702 million).
Acquisition-related adjustments resulted in a net charge of
£2,238 million (2014 – £843 million). This included remeasurements
of the liability and the unwinding of the discounting effects on the
contingent consideration for the acquisition of the former Shionogi-
ViiV Healthcare joint venture of £1,874 million (2014 – £768 million);
the contingent consideration related to the acquisition of the former
Novartis Vaccines business of £91 million, net of hedging gains
(2014 – £nil); and the Consumer Healthcare Joint Venture put option
of £83 million (2014 – £nil). Further details of the consideration due
to Shionogi in relation to ViiV Healthcare are set out on page 70.
Disposals and other items resulted in a net credit of £9,712 million
(2014 – £131 million charge). This included the profit on disposal
of the Oncology business to Novartis of £9,228 million and the profit
on disposal of ofatumumab, together with equity investment and
other asset disposals, equity investment impairments reflecting
current market valuations, one-off required regulatory charges in
R&D and certain other adjusting items.
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
2015
£m
99
5
104
(719)
(16)
(8)
(14)
(757)
2014
£m
66
2
68
(688)
(15)
(10)
(14)
(727)
Profit on disposal of interest in associates
The profit on disposal of associates was £843 million
(2014 – £nil). This arose from the disposal of half of our investment
in Aspen Pharmacare and the remeasurement of the remaining
holding to market value on its reclassification to other investments.
Share of after tax profits of associates and joint ventures
The share of profits of associates and joint ventures was
£14 million (2014 – £30 million profit), including a £16 million
gain, being our share of the profit on a disposal of an investment
recognised by one of the associates. In 2014, the share of profits
of associates principally arose on our holding 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 £10,526 million compared with £2,968 million
in 2014.
Taxation
UK current year charge
Rest of world current year charge
Charge in respect of prior periods
Total current taxation
Total deferred taxation
Taxation on total profits
2015
£m
156
2,924
(508)
2,572
(418)
2,154
2014
£m
221
1,092
(571)
742
(605)
137
The charge for taxation on total profits amounted to £2,154 million
and represented a total effective tax rate of 20.5% (2014 – 4.6%).
In 2015 GSK made payments of £111 million in UK Corporation
tax. In January 2016 GSK made further payments of £100 million
in relation to UK Corporation tax. These amounts are for
Corporation tax only and do not include various other business
taxes borne by GSK each year. See ‘Taxation’ on page 158 for
further details.
Earnings per share
Total EPS was 174.3p, compared with 57.3p in 2014, the increase
primarily reflecting the profits on disposal of the Oncology
business and the Aspen Pharmacare shares, partly offset by the
increase in the liability for the contingent consideration due on the
acquisition of the former Shionogi-ViiV Healthcare joint venture
and accelerated charges for major restructuring expenditure.
Dividends
The Board declared four interim dividends resulting in a total
dividend for the year of 80 pence, in line with the dividend for
2014. In addition, the Board has declared a special dividend of
20 pence to be paid out of the proceeds of the disposals of the
Oncology business and other assets. See Note 16 to the Financial
statements, ‘Dividends’.
GSK Annual Report 2015 61
Strategic reportGovernance & remunerationFinancial statementsInvestor information Group financial review
continued
Core results reconciliation – 31 December 2015
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 associates
Share of after tax profits/(losses) of
associates and joint ventures
Profit before taxation
Taxation
Tax rate
Profit after taxation
(Loss)/profit attributable to
non-controlling interests
Profit attributable to shareholders
Earnings per share
Total
results
£m
23,923
(8,853)
15,070
(9,232)
(3,560)
329
7,715
10,322
(653)
843
14
10,526
(2,154)
20.5%
8,372
(50)
8,422
174.3p
Intangible
asset
amortisation
£m
Intangible
asset
impairment
£m
Major
restructuring
£m
Legal
charges
£m
Acquisition
accounting
£m
Disposals
and other
£m
522
522
41
147
147
7
52
563
563
1,009
319
221
563
206
1,891
221
5
89
89
88
2,061
2,238
12
12
52
(9,776)
(9,712)
12
(843)
Core
results
£m
23,923
(7,520)
16,403
(7,907)
(3,096)
329
–
5,729
(636)
–
563
(161)
206
(50)
1,896
221
2,238
(16)
(10,559)
(2)
5,091
(441)
(21)
(352)
2,186
(993)
19.5%
402
156
1,455
200
1,886
(8,373)
4,098
402
156
1,455
200
500
1,386
(10)
(8,363)
440
3,658
8.3p
3.2p
30.1p
4.1p
28.8p
(173.1)p
75.7p
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
Weighted average number of shares (millions)
4,831
Core results reconciliation – 31 December 2014
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
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
Total
results
£m
23,006
(7,323)
15,683
(8,246)
(3,450)
310
(700)
3,597
(659)
30
2,968
(137)
4.6%
2,831
75
2,756
4,831
Core
results
£m
23,006
(6,535)
16,471
(7,074)
(3,113)
310
–
6,594
Intangible
asset
amortisation
£m
Intangible
asset
impairment
£m
Major
restructuring
£m
Legal
charges
£m
Acquisition
accounting
£m
Disposals
and other
£m
503
503
72
78
78
72
575
150
575
(209)
366
150
(29)
121
204
204
430
116
750
5
755
(215)
3
3
119
77
(68)
131
548
75
548
768
843
8
(646)
548
843
139
30
5,978
(26)
(134)
(422)
(1,172)
19.6%
540
522
709
(283)
4,806
366
121
540
522
147
562
(283)
222
4,584
Earnings per share
57.3p
7.6p
2.5p
11.3p
10.9p
11.7p
(5.9)p
95.4p
Weighted average number of shares (millions)
4,808
4,808
62 GSK Annual Report 2015
Core results
We use core results, among other metrics including Total results
and cash flow generation, to manage the performance of the
Group. The definition of core results is set out on page 54.
Cost of sales
Cost of sales
2015
% of
turnover
£m
(31.4) (6,535)
£m
(7,520)
turnover CER% £%
15
(28.4)
18
Cost of sales as a percentage of turnover was 31.4%, 3.0
percentage points higher than in 2014. On a pro-forma basis,
the cost of sales percentage increased 0.8 percentage points
and 1.0 percentage points on a CER basis. This reflected
adverse price movements, particularly in US Pharmaceuticals,
and increased investments in Vaccines to improve the reliability
and capacity of the supply chain. This was partly offset by an
improved product mix, particularly as a result of the growth in HIV
sales, and the benefits of our ongoing cost reduction programmes.
Selling, general and administration
2015
% of
turnover
£m
2014
% of
Growth
£m
turnover CER% £%
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) each supported by
specific and common infrastructure and other shared services
where appropriate. Phase IV costs and other administrative
expenses are reported in SG&A and are not included in the
table below.
2014
% of
Growth
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
Research and development
2015
£m
2014
£m
744
1,136
433
2,313
525
258
3,096
739
1,317
455
2,511
443
159
3,113
The proportion of Pharmaceuticals R&D investment made in the
late-stage portfolio decreased from 52% of Pharmaceuticals R&D
costs in 2014 to 49% in 2015, reflecting the completion of a
number of late-stage programmes.
Royalty income
Royalty income was £329 million (2014 – £310 million).
Selling, general
and administration (7,907)
(33.1)
(7,074)
(30.7)
12
12
Core operating profit by business
SG&A costs as a percentage of sales were 33.1%, 2.4 percentage
points higher than in 2014 and 2.0 percentage points higher on a
CER basis. On a pro-forma basis, SG&A costs as a percentage of
sales increased 1.2 percentage points, and 0.8 percentage points
on a CER basis. This increase primarily reflected the impact of the
£219 million credit in SG&A in 2014 from a release of reserves
following simplification of our entity structure. Excluding this,
SG&A costs as a percentage of sales decreased 0.1 percentage
points on a CER basis, driven by declines in Global
Pharmaceuticals, including the benefits of the Pharmaceuticals
cost reduction programme, and synergies in Vaccines and
Consumer Healthcare, largely offset by promotional product
support, particularly for new launches in Respiratory, Consumer
Healthcare, Vaccines and HIV.
Research and development
2015
% of
turnover
£m
2014
% of
Growth
£m
turnover CER% £%
Research and
development
(3,096)
(12.9) (3,113)
(13.5)
(2)
(1)
R&D expenditure declined 2% CER to £3,096 million (12.9% of
turnover) compared with £3,113 million (13.5% of turnover) in
2014. On a pro-forma basis, R&D expenditure declined 5%
reflecting the benefit of cost reduction programmes in
Pharmaceuticals, Vaccines and Consumer Healthcare R&D.
2015
Margin
%
£m
2014
(restated)
Margin
Growth
£m
% CER%
£%
Global
4,733
Pharmaceuticals
1,686
HIV
Pharmaceuticals R&D (2,168)
4,251
Pharmaceuticals
966
Vaccines
Consumer
Healthcare
680
5,897
Corporate & other
(168)
unallocated costs
Core operating profit 5,729
40.0 6,388
72.6
977
(2,326)
30.0 5,039
26.4
997
11.3
24.7
491
6,527
45.8
65.2
32.6
31.6
11.4
28.5
(24)
72
(10)
(12)
(9)
(26)
73
(7)
(16)
(3)
66
(6)
38
(10)
67
23.9 6,594
>(100) >100
(13)
(9)
28.7
Core operating profit was £5,729 million, 9% lower than in 2014
in CER terms on a turnover increase of 6%. The core operating
margin of 23.9% was 4.8 percentage points lower than in 2014.
Excluding the adverse impact of currency movements, particularly
from the Euro and Emerging Markets currencies, the core
operating margin was 4.1 percentage points lower on a CER
basis. This decline included a 3.0 percentage point impact of the
Novartis transaction, reflecting the disposal of the higher margin
Oncology business and the acquisition of the lower margin and
different cost structures of the Vaccines and Consumer
Healthcare businesses from Novartis.
GSK Annual Report 2015 63
Strategic reportGovernance & remunerationFinancial statementsInvestor information S
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a
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c
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p
o
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o
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a
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c
e
&
r
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m
u
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r
a
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i
o
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i
F
n
a
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c
a
i
l
s
t
a
t
e
m
e
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s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
Net finance costs
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
2015
£m
99
5
104
(719)
1
(8)
(14)
(740)
2014
£m
66
2
68
(688)
(2)
(10)
(14)
(714)
Net finance expense was £636 million compared with £646
million in 2014.
Share of after tax losses of associates and joint ventures
The share of losses of associates and joint ventures was £2 million
(2014 – £30 million profit). In March 2015, we reduced our
shareholding in our significant associate, Aspen Pharmacare
Holdings Limited, from 12.4% to 6.2% of the issued share capital.
As a result, we no longer account for Aspen as an associate.
Core profit before taxation
£m
Core profit before tax 5,091
2015
% of
turnover
£m
21.3 5,978
2014
% of
Growth
turnover CER% £%
(15)
26.0
(10)
Taxation
Tax on core profit amounted to £993 million and represented an
effective core tax rate of 19.5% (2014 –19.6%), reflecting the
resolution of a number of items that benefited the year.
Non-controlling interests
The allocation of earnings to non-controlling interests amounted
to £440 million (2014 – £222 million), including the non-
controlling interest allocations of Consumer Healthcare segment
profits of £205 million (2014 – £60 million) and the allocation
of ViiV Healthcare profits, which increased to £224 million
(2014 – £132 million). Further details of our economic interest
in the profits of ViiV Healthcare are set out on page 70.
Core earnings per share
Core EPS of 75.7p declined 15% in CER terms compared with
a 9% decline in operating profit, primarily reflecting the greater
contributions to growth from businesses in which there are
significant non-controlling interests.
Group financial review
continued
On a pro-forma basis, core operating profit was 2.7% lower in
CER terms compared with 2014 on a turnover increase of 1%,
which primarily reflected a decline in the pro-forma core operating
margin of 1.1 percentage points. However, this decline also
included a 0.9 percentage point impact from the adverse
comparison with 2014 which included a £219 million credit in
SG&A from a release of reserves following simplification of the
Group’s entity structure and its trading arrangements. Excluding
this effect, the core operating margin declined 0.2 percentage
points reflecting the balance between the continued impact of the
decline in sales of Seretide/Advair, including contracting and other
price reductions, lower sales of Established Products, as well as
the investments required behind multiple new launches in
Pharmaceuticals, Vaccines and Consumer Healthcare, as we
transition our product portfolio, offset by the savings released by
our restructuring and integration programmes and the benefits of
an improved product mix, particularly from the growth in HIV sales.
Pharmaceuticals
Pharmaceuticals operating profit was £4,251 million, 12% lower
than in 2014 in CER terms on a turnover decrease of 7%. The
core operating margin of 30.0% was 2.6 percentage points lower
than in 2014 and 1.8 percentage points lower on a CER basis.
On a pro-forma basis, the core operating margin decreased
1.2 percentage points on a CER basis, which reflected adverse
price movements in Global Pharmaceuticals, particularly in the
US for Respiratory products, the increased promotional and
manufacturing investments behind new product launches in
Respiratory and HIV as well as targeted investments in
manufacturing capacity and stability elsewhere in the portfolio,
partly offset by a more favourable product mix, primarily driven
by the growth in HIV sales, and the benefits of the Group’s cost
reduction programmes. The core operating margin for Global
Pharmaceuticals was 40.0% (2014 – 45.8%) and for HIV was
72.6% (2014 – 65.2%).
Vaccines
Vaccines operating profit was £966 million, 9% lower than
in 2014 in CER terms on a turnover increase of 19%. The core
operating margin of 26.4% was 5.2 percentage points lower than
2014 and 7.6 percentage points lower on a CER basis, primarily
driven by the inclusion of the cost base of the former Novartis
Vaccines business. Pro-forma core operating profit grew by 7%
on a turnover increase of 3% on a CER basis. The pro-forma
operating margin improved 0.8 percentage points to 26.4%
reflecting an increase in cost of sales as a percentage of turnover
due to additional supply chain investments and the benefit to cost
of sales in 2014 of a number of inventory adjustments, more than
offset by reductions in SG&A and R&D from restructuring and
integration benefits.
Consumer Healthcare
Consumer Healthcare operating profit was £680 million,
66% higher than in 2014 in CER terms on a turnover increase
of 44%. The core operating margin of 11.3% was 0.1 percentage
points lower than in 2014, but improved 1.7 percentage points on
a CER basis. On a pro-forma basis the operating margin increased
1.8 percentage points on a CER basis. This was driven by a
reduction in cost of sales as a percentage of turnover, reflecting
benefits from improved supply and pricing, as well as the delivery
of integration synergies which together more than offset additional
investment behind the growth of target power brands, particularly
in Oral health and Wellness.
64 GSK Annual Report 2015
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
2015
£m
2,569
6,037
(7,103)
1,503
4,028
1,503
(45)
5,486
2014
£m
5,176
(1,078)
(5,385)
(1,287)
5,231
(1,287)
84
4,028
5,830
(344)
5,486
4,338
(310)
4,028
Adjusted net cash inflow from operating activities
2,989
5,878
The net cash inflow from operating activities for the year was
£2,569 million (2014 – £5,176 million). Excluding legal settlements
of £420 million (2014 – £702 million), adjusted net cash inflow
from operating activities was £2,989 million (2014 – £5,878
million). This was after payments of non-core restructuring and
integration costs of £1,131 million (2014 – £566 million) and the
initial tax payments arising on the sale of the Oncology business
amounting to £1,071 million, all of which have been funded from
divestment proceeds. Excluding these items, the adjusted net cash
inflow from operating activities would have been £5,191 million
(2014 – £6,444 million), a reduction of £1,253 million (19%).
The decrease primarily resulted from the initial impact of the
Novartis transaction, reflecting the disposal of GSK’s higher
margin Oncology business and the impact of acquiring the lower
margin Vaccines and Consumer Healthcare businesses as well as
lower operating profits, primarily in Global Pharmaceuticals, and
the impact of negative currency movements in the year. In addition,
the cash payments to Shionogi in relation to the ViiV Healthcare
contingent consideration liability recognised in operating cash
flows increased by £117 million in 2015. The total cash payments
to Shionogi in relation to the ViiV Healthcare contingent
consideration liability in 2015 were £159 million, of which
£121 million was recognised in cash flows from operating activities
and £38 million was recognised in purchases of businesses within
investing cash flows.
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 (outflow)/inflow
Adjusted free cash flow
2015
£m
(155)
265
2014
£m
2,620
3,322
Free cash outflow was £155 million for the year. Excluding legal
payments of £420 million (2014 – £702 million), adjusted free cash
flow was £265 million (2014 – £3,322 million). This was after
non-core restructuring and integration costs, and the initial tax
payments on the sale of the Oncology business. Excluding these
items, the adjusted free cash inflow would have been £2,467 million
(2014 – £3,888 million). The decrease reflected the same factors as
for the net cash inflow from operating activities described above.
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 and adjusted cash flow
Net cash inflow from operating activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of property, plant and equipment
Interest paid
Interest received
Dividends from associates and joint ventures
Distributions to non-controlling interests
Free cash flow
Legal payments
Adjusted free cash flow
2015
£m
2,569
(1,380)
(521)
72
(762)
99
5
(237)
(155)
420
265
2014
£m
5,176
(1,188)
(563)
39
(707)
63
5
(205)
2,620
702
3,322
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 £1,901 million (2014 - £1,751 million) and disposals realised
£10,554 million (2014 – £594 million). Cash payments to acquire
equity investments of £82 million (2014 – £83 million) were made
in the year and sales of equity investments realised £357 million
(2014 – £205 million).
Future cash flow
Over the long term, we expect that future cash generated from
operations will be sufficient to fund our operating and debt
servicing costs, normal levels of capital expenditure, obligations
under existing licensing agreements, expenditure arising from
restructuring programmes and other routine outflows including tax,
pension contributions and dividends, subject to the ‘Risk factors’
discussed on pages 231 to 240. 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 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)
2015
23%
191
2014
22%
209
Our working capital programme has continued to make progress
with further improvements in the collection of receivables and
better inventory management.
The reported working capital conversion cycle days were distorted
by a temporary favourable impact of 15 days arising from the
Novartis transaction. Excluding this impact, the conversion cycle
for 2015 was around 206 days. The reduction of 3 days compared
with 2014 was predominantly due to an increase in the
denominator from increased restructuring costs in 2015 offset
by a beneficial impact from exchange, reduced receivables from
improved collections and reduced inventory levels.
GSK Annual Report 2015 65
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Group financial review
continued
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
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
2015
£m
2014
£m
9,668
5,162
16,672
207
1,255
2,905
990
36,859
4,716
180
5,615
125
75
5,830
46
16,587
53,446
9,052
3,724
8,320
340
1,114
2,688
735
25,973
4,231
138
4,600
146
69
4,338
1,156
14,678
40,651
(1,308)
(9,191)
(153)
(1,421)
(1,344)
(13,417)
(2,943)
(7,958)
(404)
(945)
(1,045)
(13,295)
(15,324)
(1,522)
(3,229)
(420)
–
(10,656)
(31,151)
(44,568)
8,878
(15,841)
(445)
(3,179)
(545)
(9)
(2,401)
(22,420)
(35,715)
4,936
1,340
2,831
(1,397)
2,340
5,114
3,764
1,339
2,759
(2,074)
2,239
4,263
673
8,878
4,936
66 GSK Annual Report 2015
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 2015 was £20,750 million, with a net book value
of £9,668 million. Of this, land and buildings represented
£4,117 million, plant and equipment £2,987 million and assets
in construction £2,564 million. In 2015, we invested £2,134 million
in new property, plant and equipment. This was 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 2015, we had contractual
commitments for future capital expenditure of £659 million and
operating lease commitments of £789 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 48 and
in Note 45 to the financial statements, ‘Legal proceedings’.
Goodwill
Goodwill increased during the year to £5,162 million at
31 December 2015, from £3,724 million. The increase reflected
the goodwill arising from the acquired Novartis Vaccines business
and the creation of the Consumer Healthcare Joint Venture.
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 2015 was
£16,672 million (2014 – £8,320 million). The increase in
2015 reflected the impact of acquiring the Vaccines business
(£2,680 million), and the creation of the Consumer Healthcare
Joint Venture (£6,003 million), capitalised development costs of
£217 million, partly offset by the amortisation and impairment of
existing intangibles of £738 million and £217 million, respectively.
Investments in associates and joint ventures
We held investments in associates and joint ventures, with a
carrying value at 31 December 2015 of £207 million (2014 –
£340 million). The market value at 31 December 2015 was
£267 million (2014 – £1,388 million). The largest of these
investments was in Theravance Inc. (now Innoviva Inc.) which had
a book value at 31 December 2015 of £112 million. The market
value at 31 December 2015 was £229 million. Until 1 September
2015, Theravance Inc. was accounted for as an equity investment
as it was considered that the Group could not exert significant
influence over the company until that point. See Note 20 to the
Financial statements ‘Investments in associates and joint ventures’.
Other investments
We held other investments with a carrying value at 31 December
2015 of £1,255 million (2014 – £1,114 million). The most
significant of these investments was in Aspen Pharmacare
Holdings Limited which had a book value at 31 December 2015 of
£383 million. Previously, the investment in Aspen was treated as
an associate but in March 2015 we sold half of our holding
in Aspen and as a result were no longer able to exert significant
influence over the company; the investment has been reported
within Other investments since that date. The other investments
include equity stakes in companies with which we have research
collaborations, which provide access to biotechnology
developments of potential interest and interests in companies
that arise from business divestments.
Derivative financial instruments: assets
We had current derivative financial instruments held at fair value
of £125 million (2014 – £146 million). The majority of this amount
related to foreign exchange contracts both designated and not
designated as accounting hedges.
Inventories
Inventory of £4,716 million increased from £4,231 million in
2014. The increase primarily reflected the impact of the Novartis
acquisition, partly offset by exchange movements.
Trade and other receivables
Trade and other receivables of £5,615 million increased from
2014 impacted by the Novartis acquisition, partly offset by
exchange movements.
Derivative financial instruments: liabilities
We held current derivative financial instruments at fair value
of £153 million (2014 – £404 million, current: £9 million, non-
current). This primarily related to foreign exchange contracts both
designated and non-designated (inter-company loans and trade
receivables) as accounting hedges.
Trade and other payables
Trade and other payables amounting to £9,191 million increased
from £7,958 million in 2014, reflecting the effect of the Novartis
acquisition and an increase in accruals for customer returns and
rebates.
Provisions
We carried deferred tax provisions and other short-term and
non-current provisions of £3,286 million at 31 December 2015
(2014 – £2,035 million) of which £352 million (2014 – £520
million) related to legal and other disputes and £816 million
(2014 – £527 million) related to the Operational Excellence
provision. 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
£1,584 million (2014 – £1,689 million) on pension arrangements
and £1,387 million (2014 – £1,397 million) on unfunded post-
employment liabilities. The decreases in the deficits were
predominantly driven by higher discount rates that we used to
discount the value of the liabilities, partly offset by an increase
in the UK inflation rate together with net obligations acquired
as a result of the Novartis transaction.
In December 2010, the UK scheme purchased an insurance
contract that will guarantee payment of specified pensioner
liabilities. This contract was valued at £755 million at
31 December 2015.
Other non-current liabilities
Other non-current liabilities of £10,656 million at 31 December
2015 (2014 – £2,401 million) included £3,549 million
(2014 – £1,619 million) of contingent consideration payable,
of which £3,110 million (2014 – £1,579 million) was in respect of
the acquisition in 2012 of the former Shionogi-ViiV Healthcare joint
venture, and £398 million was payable to Novartis in relation to
the Vaccines acquisition during 2015. In addition, £6,287 million
related to the present value of the estimated amount payable by
us in the event of full exercise of Novartis’ right to require us to
acquire its 36.5% shareholding in the Consumer Healthcare
Joint Venture.
Net debt
Cash, cash equivalents and liquid investments
Borrowings – repayable within one year
Borrowings – repayable after one year
Net debt
2015
£m
5,905
(1,308)
(15,324)
(10,727)
2014
£m
4,407
(2,943)
(15,841)
(14,377)
At 31 December 2015, net debt was £10.7 billion, compared with
£14.4 billion at 31 December 2014, comprising gross debt of
£16.6 billion and cash and liquid investments of £5.9 billion. The
decrease in net debt primarily reflected the impact of the Novartis
transaction in which we sold our Oncology business for net cash
proceeds of £10.0 billion and paid £3.4 billion, net of cash
acquired, to purchase the Novartis Vaccines business.
The first tax payments on the Novartis transaction amounting to
£1,071 million have been made. In addition, we sold part of our
shareholding in Aspen for cash proceeds of £564 million and
paid dividends to shareholders of £3,874 million. Net debt also
reflected an exchange loss on the translation of cash held by the
Group’s Venezuelan subsidiaries.
Because of the continuing political and economic uncertainties
in Venezuela, at 31 December 2015, we changed the
exchange rate used to translate our subsidiaries in Venezuela.
Up to that point, we applied one of the official rates available
of VEF 6.3/US$1. At 31 December 2015, this was changed to
VEF 199.6/US$1 (VEF 293.4/£1). This change had no significant
impact on the Group income statement, but gave rise to an
exchange loss on translation of the cash held by the Venezuelan
subsidiaries of £94 million.
At 31 December 2015, our cash and liquid investments were held
as follows:
Bank balances and deposits
US Treasury and Treasury repo
only money market funds
Liquidity funds
Government securities
2015
£m
3,767
624
1,439
75
5,905
2014
£m
3,529
811
–
67
4,407
Cash and liquid investments of £4.2 billion were held centrally at
31 December 2015.
GSK Annual Report 2015 67
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Group financial review
continued
Maturity profile of gross debt
£m equivalent
3,000
2,500
2,000
1,500
1,000
500
0
2016 2017 2018 2019 2022
2023
GBP bonds EUR bonds USD bonds Other bank borrowings Leases
2024
2025
2027
2033 2034
2038 2039
2042
2043
2045
The analysis of cash and gross debt after the effects of hedging
is as follows.
Cash and liquid investments
Gross debt – fixed
– floating
– non-interest bearing
Net debt
Movements in net debt
Net debt at beginning of year
Increase/(decrease) in cash and bank overdrafts
Increase/(decrease) in liquid investments
Net increase in long-term loans
Net repayment of short-term loans
Exchange movements
Other movements
Net debt at end of year
2015
£m
5,905
(16,129)
(502)
(1)
(10,727)
2014
£m
4,407
(17,674)
(1,109)
(1)
(14,377)
2015
£m
(14,377)
1,503
2
–
2,412
(268)
1
(10,727)
2014
£m
(12,645)
(1,287)
(1)
(1,960)
1,709
(193)
–
(14,377)
Total equity
At 31 December 2015, total equity had increased from
£4,936 million at 31 December 2014 to £8,878 million.
The increase arose from the impact of both operating profits
and business and asset disposal profits, partly offset by the
remeasurement of the ViiV Healthcare contingent consideration
and the dividends paid in the year.
A summary of the movements in equity is set out below.
Total equity at beginning of year
Total comprehensive income for the year
Dividends to shareholders
Ordinary shares issued
Gain on transfer of net assets
into Consumer Healthcare JV
Consumer Healthcare JV put option
Loss on transfer of equity investment to
investment in associate
Changes in non-controlling interests
Forward contract relating to non-controlling
interest
Shares purchased and cancelled or held
as Treasury shares
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
2015
£m
4,936
7,885
(3,874)
73
2,891
(6,204)
(229)
3,370
–
–
(99)
356
10
(237)
8,878
2014
£m
7,812
1,081
(3,843)
167
–
–
–
(86)
21
(238)
(95)
326
(4)
(205)
4,936
The gain on transfer of net assets into the Consumer Healthcare
Joint Venture of £2,891 million reflects the difference between
the book value of the GSK Consumer Healthcare net assets
contributed to the Joint Venture and the fair value applied as
the consideration for the Novartis contributed assets.
The Consumer Healthcare Joint Venture put option of
£6,204 million reflects the recognition of the initial value of
the liability on the Group balance sheet. The changes in non-
controlling interest primarily reflect the recognition of the
Novartis share of the Consumer Healthcare Joint Venture.
68 GSK Annual Report 2015
Share purchases
In 2015, the Employee Share Ownership Plan (ESOP)
Trusts acquired £99 million of shares in GlaxoSmithKline plc
(2014 – £245 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 2015, the ESOP Trusts held 30 million
(2014 – 53 million) GSK shares against the future exercise
of share options and share awards. The carrying value of
£75 million (2014 – £151 million) has been deducted from
other reserves. The market value of these shares was
£409 million (2014 – £726 million).
During 2015, no shares were repurchased. At 31 December
2015, we held 491.5 million shares as Treasury shares
(2014 – 491.5 million shares), at a cost of £6,917 million
(2014 – £6,917 million), which has been deducted from
retained earnings.
The company does not expect to make any ordinary share
repurchases in 2016. No ordinary shares were purchased in
the period 1 January 2016 to 25 February 2016.
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 32 to the financial statements, ‘Contingent liabilities’
and Note 31 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 2015 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
1-3 yrs
£m
3-5 yrs
£m
5 yrs+
£m
1,285 4,151 1,103 10,149
908 6,601
1
3
638 1,135
34
2
12
–
23
2
£m
16,688
9,282
70
7
789
6,264
502
157
38
340
191
34,328
191
339
425
61
2
85
60
174
313
111
783 1,294 3,848
–
6
–
–
–
3,111 6,688 3,608 20,921
76
52
24
170
87
1
38
12
85
44
Commitments in respect of loans and future interest payable
on loans are disclosed before taking into account the effect
of derivatives.
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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
probability of success. The amounts shown above within
intangible assets represent the maximum that would be paid
if all milestones were achieved, and include £5.1 billion which
relates to externalised projects in the discovery portfolio.
A number of new commitments were made in 2015 under
licensing and other agreements, offset by amendments to
existing agreements.
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
£140 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
126
74
200
94
17
111
19
36
55
11
5
16
2
16
18
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 2015,
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
231 to 240 and Notes 14 and 45 to the financial statements,
‘Taxation’ and ‘Legal proceedings’.
GSK Annual Report 2015 69
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Group financial review
continued
Non-controlling interests in ViiV Healthcare
Trading profit allocations
Because ViiV Healthcare is a subsidiary of the Group, 100% of
its operating results (turnover, operating profit, profit after tax) are
included within the Group income statement and a portion of the
earnings is allocated to the non-controlling interests owned by
the other shareholders, in line with their respective equity
shareholdings (Pfizer 11.7% and Shionogi 10%). Each of the
shareholders, including GSK, is also entitled to preferential
dividends determined by the performance of certain products that
each shareholder contributed. As the relative performance of these
products changes over time, the proportion of the overall earnings
of ViiV Healthcare allocated to each shareholder will change.
In particular, the increasing sales of Tivicay and Triumeq have a
favourable impact on the proportion of the preferential dividends
that is allocated to us. We were entitled to approximately 80% of
the core earnings of ViiV Healthcare for 2015. The preferential
dividends allocated to Pfizer and Shionogi are included in the
non-controlling interest line.
Acquisition-related arrangements
As part of the agreement reached to acquire Shionogi’s interest
in the former Shionogi-ViiV Healthcare joint venture in 2012, we
agreed to pay additional consideration to Shionogi contingent on
the performance of the products being developed by that joint
venture, principally dolutegravir. At 31 December 2015, the fair
value of the contingent consideration due, representing the
discounted value of the total amount estimated to be payable,
was £3,409 million and this has been recognised in the Group’s
balance sheet with £299 million shown in trade and other payables
and £3,110 million in other non-current liabilities.
Payments are made to Shionogi each quarter to reduce the liability
in instalments. The payments are calculated based on the sales
performance of the relevant products in the previous quarter and
are reflected in the cash flow statement partly in operating cash
flows and partly in purchases of businesses, within investing
activities. The part of each payment relating to the original estimate
of the fair value of the contingent consideration on the acquisition
of the Shionogi-ViiV Healthcare joint venture in 2012 of
£659 million is reported in purchases of businesses and the part
of each payment relating to the increase in the liability since the
acquisition is reported within operating cash flows. During 2015,
these cash payments amounted to £159 million in total, of which
£121 million was reported in operating cash flows and £38 million
in purchases of businesses.
Exit rights
In certain circumstances, Pfizer and Shionogi may require us to
acquire their shareholdings at a price based on the likely valuation
of ViiV Healthcare if it were to conduct an initial public offering
(IPO). Pfizer may request an IPO of ViiV Healthcare at any time
and if either we do not consent to such IPO or an offering is not
completed within nine months, Pfizer could require us to acquire
its shareholding. Shionogi may also request GSK to acquire its
shareholding in ViiV Healthcare in certain circumstances and six
month windows commencing in 2017, 2020 and 2022.
Under the original agreements, we had the unconditional right, so
long as we made no subsequent distribution to our shareholders,
to withhold our consent to the exercise of either of the Pfizer or
Shionogi put options and, as a result, in accordance with IFRS,
we did not recognise liabilities for these put options on our
balance sheet.
However, following our recent review of the prospects for the ViiV
Healthcare business, and our conclusion that we intended to retain
ViiV Healthcare, we have decided that the put options held by
Pfizer and Shionogi should now be recognised on the Group’s
balance sheet. For the liability for the put options to be recognised
on the Group’s balance sheet, IFRS requires the agreements
giving us the rights to withhold consent to be changed to remove
those rights. We have now notified Pfizer and Shionogi that we
have irrevocably given up these rights and we will recognise the
liability for the put options on the Group’s balance sheet in 2016.
The estimated present value of the liability for the two put options
is approximately £2 billion, after adjustments for the value of the
preferential dividends due to each of the shareholders.
Consistent with this revised treatment, in 2016 we also expect to
recognise liabilities on the Group’s balance sheet for the future
preferential dividends anticipated to become payable to Pfizer and
Shionogi. The estimated aggregate present value of the liability for
preferential dividends to both Pfizer and Shionogi is approximately
£170 million.
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 45)
• Goodwill and other intangible asset impairments (Notes 18
and 19)
• Business combinations (Note 38)
• 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
70 GSK Annual Report 2015
• 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.
A reconciliation of gross turnover to net turnover for the US
Pharmaceuticals business, including Puerto Rico, is as follows:
2015
Margin
%
100
£m
8,212
2014
(restated)
Margin
%
100
£m
7,789
2013
(restated)
Margin
%
100
£m
8,684
(1,737)
(21)
(1,260)
(16)
(1,063)
(12)
(1,874)
(154)
(23)
(2)
(1,381)
(147)
(18)
(2)
(1,194)
(168)
(14)
(2)
(79)
(1)
(59)
(1)
(64)
(1)
113
(248)
(3,979)
4,233
1
(2)
(48)
52
156
(161)
(2,852)
4,937
2
(2)
(37)
63
79
(99)
(2,509)
6,175
1
(1)
(29)
71
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 balance sheet accruals for rebates, discounts, allowances
and returns for the US Pharmaceuticals and Vaccines business are
managed on a combined basis. At 31 December 2015, the total
accrual amounted to £1,464 million (2014 – £1,308 million).
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
2015 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.
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. These matters are discussed further in Note 45
to the financial statements, ‘Legal proceedings’.
GSK Annual Report 2015 71
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Group financial review
continued
Treasury policies
We report in Sterling and pay 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. We operate 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 annually by the Board of Directors,
and most recently on 8 July 2015. 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 these activities.
Treasury operations
The objective of our treasury activity is to minimise the post-tax
net cost of financial operations and reduce its volatility in order
to benefit 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, foreign
currency options 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
and 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.
Capital management
Our financial strategy, implemented through our Financial
architecture, 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.
Our long-term credit rating with Standard and Poor’s is A+
(stable outlook) and with Moody’s Investor Services (‘Moody’s’)
is A2 (negative outlook). Our short-term credit ratings are A-1
and P-1 with Standard and Poor’s and Moody’s respectively.
Liquidity risk management
Our policy is to borrow centrally in order to meet anticipated
funding requirements. Our cash flow forecasts 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.
Each day, we sweep cash from a number of global subsidiaries
to central Treasury accounts for liquidity management purposes.
Interest rate risk management
Our 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.
Foreign exchange risk management
Foreign currency transaction exposures arising on internal and
external trade flows are not typically hedged. Our 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 Treasury and
the TMG. These include hedges of the foreign exchange risk
arising from acquisitions and disposals of assets. 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
We set 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.
Strategic report
The Strategic report was approved by the Board of Directors on
16 March 2016 and signed on its behalf by:
Simon Dingemans
Chief Financial Officer
16 March 2016
72 GSK Annual Report 2015
Governance &
remuneration
In this section
Our Board
Our Corporate Executive Team
Board governance
Corporate governance framework
Committee reports
Audit & Risk
Nominations
Corporate Responsibility
Remuneration report
Chairman’s annual statement
Annual report on remuneration
Remuneration policy summary
74
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GSK Annual Report 2015 73
GSK Annual Report 2015 73
Our Board
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74 GSK Annual Report 2015
Sir Philip Hampton 62
Non-Executive Chairman
Nationality
British
Appointment date
1 January 2015. Deputy
Chairman from 1 April 2015
and Non-Executive Chairman
from 7 May 2015
Committee membership
Nominations Committee
Chairman, Finance
Sir Andrew Witty 51
Chief Executive Officer
Nationality
British
Appointment date
31 January 2008 and as
Chief Executive Officer
on 21 May 2008
Committee membership
Finance
Simon Dingemans 52
Chief Financial Officer
Nationality
British
Appointment date
4 January 2011 and as Chief
Financial Officer on 1 April 2011
Committee membership
Finance
Dr Moncef Slaoui 56
Chairman, Global Vaccines
Nationality
Moroccan, Belgian & American
Appointment date
17 May 2006
Committee membership
Finance
Skills and experience
Prior to joining GSK, Sir Philip chaired major FTSE 100 companies
including The Royal Bank of Scotland Group plc and J Sainsbury plc.
He has also served as Group Finance Director at Lloyds TSB Group,
BT Group plc, BG Group plc, British Gas and British Steel plc.
Sir Philip was previously appointed an Executive Director of Lazards
and a Non-Executive Director at RMC Group Plc and Belgacom SA.
Until 2009, he was Chairman of UK Financial Investments Limited,
which manages the UK Government’s shareholdings in banks.
External appointments
Sir Philip is currently the Senior Independent Director of Anglo
American Plc, Chairman of its Remuneration Committee and
member of its Audit Committee. Sir Philip is also Chair of the
Women on Board’s review; an independent review on increasing
representation of women in the executive level of FTSE 350
companies.
Skills and experience
Sir Andrew joined GSK in 1985. He has worked in the UK, South
Africa, the US and Singapore in various senior roles. In 2003,
he was appointed President of Europe and joined GSK’s Corporate
Executive Team. Andrew has served in numerous advisory roles to
Governments around the world including South Africa, Singapore,
Guangzhou China and the UK, where he was a member of the
Prime Minister’s Business Advisory Group from 2010-2015. He
was awarded a Knighthood for services to the economy and to the
UK pharmaceutical industry in the 2012 New Year Honours List.
External appointments
Sir Andrew is appointed to the UK Business Ambassador Group, the
China-Britain Business Council Advisory Council and the School of
Economics & Management Advisory Board (SEM), Tsinghua University,
Beijing, China. Sir Andrew is Chancellor of the University of Nottingham.
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.
External appointments
Simon is Chairman of the 100 Group of Finance Directors.
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 given overall responsibility
for GSK’s Oncology Business in 2010; for GSK Vaccines in 2011;
and for all Global Franchises in 2012. 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.
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 Biotechnology Industry Organization Board
in the US 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 serves as a Non-Executive
Director for the International AIDS Vaccine Initiative (IAVI).
Sir Deryck Maughan 68
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
Audit & Risk, Nominations,
Remuneration and Finance
Professor Sir Roy Anderson 68
Independent Non-Executive
Director & Scientific Expert
Nationality
British
Appointment date
1 October 2007
Committee membership
Nominations and Finance
Manvinder Singh (Vindi)
Banga 61
Independent Non-Executive
Director
Nationality
Indian
Appointment date
1 September 2015
Committee membership
Audit & Risk, Nominations,
Remuneration and Finance
Dr Stephanie Burns 61
Independent Non-Executive
Director
Nationality
American
Appointment date
12 February 2007
Committee membership
Corporate Responsibility,
Remuneration and Finance
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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. Sir Deryck was a former Senior Adviser
to, and Partner of, Kohlberg Kravis Roberts & Co and previously served
as a Non-Executive Director of Thomson Reuters.
External appointments
Sir Deryck is a Non-Executive Director of BlackRock, Inc. and a
Trustee of the British Museum.
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 of the Royal Society, 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 National Academy of Medicine at the US National Academy of
Sciences and the French Academy of Sciences. Professor Sir Roy
brings scientific expertise to the Board’s deliberations.
External appointments
Professor Sir Roy is a member of the International Advisory Board of
Holdingham Group and Chairman of the Science Advisory Board of the
Natural History Museum, London. He is also a member of the Vaccine
International Advisory Board (VACCIAB) of AJ Pharma Holding Sdn.
Bhd in Malaysia.
Skills and experience
Prior to joining GSK, Vindi spent 33 years at Unilever plc, where his
last role (amongst several senior positions) was President of the Global
Foods, Home and Personal Care businesses, and he was a member of
the Unilever Executive Board. Vindi sat on the Prime Minister of India’s
Council of Trade & Industry from 2004 to 2014, and was on the Board
of Governors of the Indian Institute of Management (IIM), Ahmedabad.
Vindi is also the recipient of the Padma Bhushan, one of India’s highest
civilian honours.
External appointments
Vindi is a partner at private equity investment firm Clayton Dubilier &
Rice. He is also Chairman of the Supervisory Board of Mauser Group,
Senior Independent Director of Marks & Spencer Group plc, and a
member of its Nominations and Remuneration Committees. He is also
a Non-Executive Director of Thompson Reuters Corp and a member
of its HR Committee. Vindi is on the Governing Board of the Indian
School of Business (ISB), Hyderabad.
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 speciality, and
is an advocate for science education. Stephanie previously sat on the
US President’s Export Council and was an Officer of the Society of
Chemical Industry, American Section, as well as the past Honorary
President of the UK-based parent society. Stephanie was also an
Officer and Chairman of the American Chemistry Council.
External appointments
Stephanie is a Non-Executive Director of Corning Inc. and of
Kellogg Company, and was appointed to the Board of HP Inc.
in November 2015.
GSK Annual Report 2015 75
Our Board
continued
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76 GSK Annual Report 2015
Stacey Cartwright 52
Independent Non-Executive
Director
Nationality
British
Appointment date
1 April 2011
Committee membership
Audit & Risk and Finance
Skills and experience
Stacey is a Chartered Accountant and has significant 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.
The Board has determined that Stacey has recent and relevant financial
experience, and agreed that she has the appropriate qualifications and
background to be an audit committee financial expert.
External appointments
Stacey is Chief Executive Officer of Harvey Nichols Group of Companies.
Lynn Elsenhans 59
Independent Non-Executive
Director
Nationality
American
Appointment date
1 July 2012
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.
Committee membership
Corporate Responsibility
Committee Chairman,
Audit & Risk, Nominations
and Finance
External appointments
Lynn is a Non-Executive Director of Baker Hughes Inc. and
Flowserve Corporation, a Director of the Texas Medical Center,
and a Non-Executive Director of The First Tee of Greater Houston.
She is also a Trustee of the United Way of Greater Houston.
Dr Jesse Goodman 64
Independent Non-Executive
Director & Scientific Expert
Nationality
American
Appointment date
1 January 2016
Committee membership
Finance
Judy Lewent 67
Independent Non-Executive
Director
Nationality
American
Appointment date
1 April 2011
Committee membership
Audit & Risk Committee
Chairman, Nominations,
Remuneration and Finance
Skills and experience
Dr Goodman previously served in senior leadership positions at the US
Food and Drug Administration (FDA), including most recently as FDA’s
Chief Scientist and previously as Deputy Commissioner for Science
and Public Health and as Director of the Center for Biologics Evaluation
and Research (CBER).
Dr Goodman played a leadership role in developing FDA’s Regulatory
Science and Medical Countermeasures Initiatives and has worked
collaboratively with industry, academia, government and global public
health and regulatory partners to prepare for and respond to major
public health threats, including emerging infectious diseases, disasters
and terrorism. He led FDA’s response to West Nile Virus and to the
2009 H1N1 influenza pandemic and served on the Senior Leadership
Team for the 2010 White House Medical Countermeasure Review.
Dr Goodman brings scientific and public health expertise to the
Board’s deliberations.
External appointments
Dr Goodman, currently Professor of Medicine at Georgetown University,
directs the Georgetown University Center on Medical Product Access,
Safety and Stewardship (COMPASS) and is an active clinician who serves
as Attending Physician in Infectious Diseases. He also serves as President
and Member of the Board of the United States Pharmacopeia (USP).
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
was previously a Non-Executive Director of Purdue Pharma Inc, Napp
Pharmaceutical Holdings Limited and certain Mundipharma International
Limited companies until 31 December 2014. Judy previously served as
a Non-Executive Director of Dell Inc. and Quaker Oats Company.
The Board has determined that Judy has recent and relevant financial
experience, and agreed that she has the appropriate qualifications and
background to be an audit committee financial expert.
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.
Dr Daniel Podolsky 62
Independent Non-Executive
Director & Scientific Expert
Nationality
American
Appointment date
1 July 2006
Committee membership
Audit & Risk, Corporate
Responsibility and Finance
Urs Rohner 56
Independent Non-Executive
Director
Nationality
Swiss
Appointment date
1 January 2015
Committee membership
Remuneration Committee
Chairman and Finance
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 National Academy of Medicine at the US
National Academy of Sciences, member of the Board of the
Southwestern Medical Foundation and a Director of Antibe
Therapeutics, Inc.
He is also a member of the National Academies of Sciences Board
on Army Science and Technology.
Skills and experience
Urs has a broad range of business and legal experience having served
as Chairman on a number of Boards, most recently for Credit Suisse,
a world leading financial services company. Prior to joining Credit
Suisse in 2004, Urs served as Chairman of the Executive Board and
CEO of ProSieben and ProSiebenSat.1 Media AG. This followed a
number of years in private practice at major law firms in Switzerland
and the US, having been admitted to the bars of the canton of Zurich in
1986 and the state of New York in 1990.
External appointments
Urs is currently appointed Chairman of the Board of Credit Suisse
Group AG and of the Chairman’s and Governance Committee.
He is also appointed Chairman and member of the Board of Trustees
of Credit Suisse Research Institute and Credit Suisse Foundation.
Urs was appointed Vice-Chairman of the Governing Board of the
Swiss Bankers Association in 2015.
Hans Wijers 65
Independent Non-Executive
Director
Nationality
Dutch
Appointment date
1 April 2013
Committee membership
Corporate Responsibility,
Remuneration and Finance
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 Senior Partner 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 Chairman of the Supervisory Board of AFC Ajax and member
of the Supervisory Board of HAL Holding N.V.
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GSK Annual Report 2015 77
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Our Corporate Executive Team
Our CEO, with the assistance of the Corporate Executive Team, 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.
Sir Andrew Witty
Chief Executive Officer*
Simon Dingemans
Chief Financial Officer*
Dr Moncef Slaoui
Chairman, Global Vaccines*
*For biographical details, see page 74.
Roger Connor
President, Global Manufacturing & Supply
Roger joined CET in 2012 and was appointed
as President, Global Manufacturing & Supply
(GMS) in 2013, after working for a year as
President Designate, GMS.
Roger joined GSK in 1998 from AstraZeneca
and has worked in finance and manufacturing
strategy roles, including at GSK sites in Cork
in Ireland and Ware in the UK. Prior to his
position 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.
Nick Hirons
Senior Vice President, Global Ethics and
Compliance
Nick was appointed to CET in September
2014 as Senior Vice President, Global Ethics
and Compliance and is responsible for
compliance, risk management and corporate
security and investigations.
Nick joined GSK in 1994 as an International
Auditor in the UK. He was later Head of Audit
& Assurance, where he combined five
separate audit functions into an independent
team operating with a common risk-based
methodology. In June 2013, Nick took up a
role in China, where he established a new
governance model for our China business that
created a consistent approach to compliance.
Nick is a fellow of the Chartered Institute of
Management Accountants.
Abbas Hussain
President, Global Pharmaceuticals
Abbas joined CET in 2008 and was appointed
President, Global Pharmaceuticals in October
2014, having joined the company as President,
Emerging Markets & Asia Pacific in June 2008.
He joined the ViiV Healthcare Ltd. Board in
October 2009.
Previously, he spent 20 years at Eli Lilly where
he held positions including President, Europe
and before that Vice President, Europe. He
also held positions with Eli Lilly in Australia,
the US, India, Turkey and Germany in several
roles including business development, sales
and marketing, and management.
He has a degree in Medicinal Chemistry &
Pharmacology from Loughborough University
and was born in Madras, India.
78 GSK Annual Report 2015
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David Redfern
Chief Strategy Officer
David joined CET as Chief Strategy Officer
in May 2008 and is responsible for corporate
development and strategic planning. In
addition, he was appointed Chairman of the
Board of ViiV Healthcare Ltd. in April 2011
and a Non-Executive Director of the Aspen
Pharmacare Ltd. Board in February 2015.
Previously, he was Senior Vice President,
Northern Europe with responsibility for GSK’s
pharmaceutical businesses in that region and,
prior to that, was Senior Vice President for
Central and Eastern Europe. David joined
GSK in 1994 and was Finance Director of
the European business from 1999 to 2002.
David has a Bachelor of Science degree from
Bristol University in the UK and is a Chartered
Accountant.
Claire Thomas
Senior Vice President, Human Resources
Claire was appointed to CET as Senior Vice
President, Human Resources in May 2008.
Claire joined the company in 1996 as Senior
Manager, Human Resources, Sales and
Marketing Group, UK Pharmaceuticals before
becoming Director of Human Resources for
UK Pharmaceuticals in 1997. She was
appointed Senior Vice President, Human
Resources, Pharmaceuticals Europe in 2001,
and Senior Vice President Human Resources
International in 2006.
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.
Phil Thomson
Senior Vice President, Communications and
Government Affairs
Phil joined CET in 2011 and was appointed
Senior Vice President, Communications
and Government Affairs in 2014. He has
responsibility for Media Relations, Investor
Relations, Corporate Responsibility, Internal
Communications, Product Communications,
Government Affairs and GSK’s Global Brand.
He joined Glaxo Wellcome as a trainee in 1996,
moving from pharmaceutical brand marketing to
product communications. In 1999, he became
Director of Media Relations for Glaxo Wellcome
plc and was then Director, Investor Relations
from 2001 to 2004, when he returned to
Corporate Media Relations as Vice President.
Phil has worked on numerous corporate,
product and reputational matters at GSK.
Phil earned his degree in English and History
from Durham University.
Dan Troy
Senior Vice President & General Counsel
Patrick Vallance
President, Pharmaceuticals R&D
Emma Walmsley
CEO, GSK Consumer Healthcare
Dan joined GSK and the CET 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. Dan was named
a ‘Legend in the Law’ at the Burton Awards.
Patrick joined CET in 2010 and was
appointed President, Pharmaceuticals R&D,
in January 2012. Prior to this he was Senior
Vice President, Medicines Discovery and
Development.
Patrick joined the company in 2006 as Head
of Drug Discovery. Prior to joining GSK
Patrick was a clinical academic and led the
Division of Medicine at University College
London. He has over 20 years’ experience
of research clinical medicine, general internal
medicine, cardiovascular medicine and clinical
pharmacology. He was elected to the
Academy of Medical Sciences in 1999.
Patrick has been on the Board of the UK
Office for Strategic Co-ordination of Health
Research (OSCHR) since 2009.
Emma is CEO of GSK Consumer Healthcare,
which includes the joint venture with Novartis
and the listed Consumer Healthcare
businesses in India and Nigeria. The business
is split almost equally between OTC
medicines and fast moving consumer goods
brands, across four categories of Wellness,
Oral health, Nutrition and Skin health.
Prior to this Emma was President of GSK
Consumer Healthcare and has been a
member of CET since 2011. She joined
GSK in 2010.
Prior to this, Emma worked with L’Oreal for
17 years. She has a degree in Classics and
Modern Languages from Oxford University.
Emma became a non-executive director of
Diageo plc with effect from 1 January 2016.
GSK Annual Report 2015 79
Corporate governance
Board governance
Our strategy and progress towards its delivery are set out in the Strategic Report. The following pages provide information about the Board
and its oversight of the Group’s activities during 2015.
The Board
The Board is pleased to report that in 2015 it was in full compliance with the requirements of the Financial Reporting Council’s (FRC)
UK Corporate Governance Code (Code), with the exception of Code provision C.3.7. which requires audit contract tenders to be
undertaken at least every 10 years. Page 92 sets out the details of this year’s audit contract tender process. A copy of the Code is
available on the FRC’s website, www.frc.org.uk
The Board is responsible for the long-term success of the company and is accountable to our shareholders for ensuring that the Group is
appropriately managed and governed. We believe that our governance structure provides the right base to help us deliver our strategy to
Grow a diversified business, Deliver more products of value and Simplify our operating model, and in doing so create additional long-term
value for our shareholders.
2015 Board programme
The Board met face to face six times in 2015 and each Board member attended all scheduled Board meetings.
The Board agendas were shaped to create more time for strategic discussion and debate by closely managing time allocated to routine items
to ensure focused consideration of our strategic priorities. During 2015, the agendas for Board meetings included the following business:
Month
Strategy
Board and risk oversight*
Governance
January
• Review of CEO objectives 2014
• Review of 2014 financial results
and 2015
• Review of 2014 investor activity
and 2015 activity
• Approval of 2015 Budget and
2015-2017 Plan
and outlook for 2015
• Re-appointment of auditors
• Novartis transaction update
• Secretary’s Report (including
regulatory and governance updates)
March
• Review of reshaped Consumer
• Review financial results for the
• Secretary’s Report (including
Healthcare and Global Pharmaceuticals
businesses
year to date
• Ebola Vaccines update
• ‘Deep Dive’ – US Pharmaceuticals
pricing and formulary access
regulatory and governance updates)
• Mandatory annual Corporate Integrity
Agreement (CIA) training
May
• Review revised 2015-20 Plan and
long range forecasting following
completion of Novartis transaction
• Review of financial results for the
• Secretary’s Report (including
year to date
regulatory and governance updates)
• Global Manufacturing & Supply
• Preparation for AGM
annual update
• Novartis transaction update
• Review Annual CIA agreement
compliance resolutions
July
• Annual Review of Talent and Leadership
• Review of financial results for the
Development strategy
year to date
• Review of funding strategy and
• Vaccines annual update (including
• Secretary’s Report (including
regulatory and governance updates)
treasury policy
• Review of Pensions and Insurance
strategies
• Proposed agenda for annual
Board & CET Strategy meeting
• Review of Going Concern assumptions
integration and pipeline)
October
• Annual Board & CET strategy meeting
• Review of output from the annual
Board & CET strategy meeting
• Review of financial results for the
• Secretary’s Report (including regulatory
year to date
• R&D annual update
• Quality update
• New Healthcare professional (HCP)
model update
and governance updates)
December
• Review of 2016 Budget and
• Review of financial results for the
• Secretary’s Report (including regulatory
2016-2018 Plan
year to date
• Supply Chain update
• Nucala launch plans
• Pricing update
and governance updates)
* During the year, all Board members were invited to attend the Audit & Risk Committee meetings where risk matters were routinely discussed.
80 GSK Annual Report 2015
Strategic reportGovernance & remunerationFinancial statementsInvestor information Board governance continued
2015 Board performance action points
Progress against the conclusions of the 2014 Board evaluation review, independently facilitated by Dr Tracy Long of Boardroom
Review Limited, is set out below:
Key findings/Action points
Progress/Achievement
The composition of the Board is due to change over the next two to three years which
will require a carefully planned and thoughtfully executed refreshment programme.
The Chairman Designate, together with the Nominations Committee, will seek to enhance the
governance processes relating to Board composition, tenure and size.
They will review and seek to develop objective specifications and plans for all the Board’s roles
in alignment with our strategy, the external landscape, and the company’s evolving circumstances.
A Board composition assessment exercise
has been undertaken to enable the
Nominations Committee to plan for the Board
changes due to occur in the next few years
and to ensure that the Board has the
necessary skills.
The Directors have identified gaps in the Board’s current composition relating to US
pricing and healthcare, emerging markets and consumer healthcare knowledge.
Closing these knowledge and experience gaps will be considered as part of the process of
recruitment of new Non-Executive Directors combined with the refreshment of designated
specialist roles on the Board, such as scientific and medical expertise (SME) and the Senior
Independent Director (SID).
Given the speed and complexity of the external landscape changes, and potential for
surprises, highly experienced Non-Executive Directors are a crucial component of the
Board’s composition.
The critical skill sets of potential candidates, such as international markets and cultural
experience, crisis and stakeholder management, will be considered and the composition
choices of peer group Boards will be benchmarked.
The Board was pleased that Vindi Banga and
Dr Jesse Goodman, as SID designate and
SME respectively, agreed to join the Board.
Their appointments have helped to fill the
identified skills gaps. The Nominations
Committee continues to refresh the Board
to meet the Company’s future needs.
Such characteristics have been factored
into the individual search profiles and selection
process to recruit new Non-Executive
Directors.
The replacement of the current SID who is due to retire at the 2016 AGM is a priority issue.
The Chairman Designate is leading the search involving internal and external candidates for
this role.
A SID specification is being developed that balances the replacement of existing knowledge
with the ability to work well with the Chairman Designate, conduct robust Board evaluations,
interact well with shareholders and be able to commit the necessary time to the role.
Vindi Banga, whose background and
experience fulfilled the requirements of our
SID specification was appointed as SID
designate in September 2015 and will
succeed Sir Deryck Maughan, our current SID,
at the conclusion of our 2016 AGM.
Consideration should be given to reducing the size of the Board, if it is judged to have a
strong enough composition and dynamic.
This aspiration will be considered against a refreshed Board competence/skills matrix that is
being used as part of the Board refreshment programme, and is linked to the company’s strategy.
The Board has, on the recommendation of
the Nominations Committee, agreed and is
working towards an ideal Board size of around
12 directors.
Consideration should be given to enhancing the Non-Executive Director evaluation process.
The Chairman Designate will lead this process and consider best practice techniques, such as
a combination of annual individual and peer evaluations.
The Chairman concluded this review and
agreed to introduce peer evaluation to further
inform his annual review meetings with each
Board director.
Board performance action points for 2016
The agreed action points arising from the 2015 Board evaluation review, internally facilitated by our Company Secretary, Victoria Whyte,
against which progress will be disclosed in GSK’s 2016 Annual Report, are set out below:
Executive succession
and NED refreshment
Deep dives and
sites visits
Further increase the focus
on executive succession
plans and ensure the
effectiveness of the
disaster recovery plan.
Consider alternative
suggestions for Non-
Executive Director
refreshment.
Consider further deep
dives particularly on:
R&D strategy and pipeline,
product launches,
US pricing, joint ventures,
new business models
and GMS.
Consider holding one site
visit to an operational site
each year.
Shareholders
Review and look to
further enhance how the
company communicates
with shareholders.
Strategy
Assist newer Directors
with additional background
briefing materials ahead of
debates on strategy.
Arrange more regular
discussion of medium and
longer term strategy with
fresh insights from different
perspectives.
Implement suggestions
to further enhance the
effectiveness of the annual
Board & CET strategy
meetings.
Board materials
and logistics
Continue the drive to make
Board/Committee materials
more concise and also
effective in highlighting
issues and concerns.
Aim to have less
presentation time and
more time for discussion
and debate at meetings.
Allow for social time for
Board members to get to
know each other better
given the number of new
Board members.
GSK Annual Report 2015 81
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Corporate governance
continued
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 16 to 17, and 85 to 86, are
an integral part of GSK’s governance framework.
Board Committees
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 www.gsk.com and reports on the membership of, and work undertaken by, the Audit & Risk, Nominations, Corporate
Responsibility and Remuneration Committees during 2015 are given on pages 88 to 126.
Board
Chief Executive
Officer
Corporate
Executive
Team
Corporate
Administration
& Transactions
Committee
Reviews and
approves:
Matters in
connection with
the administration
of the Group’s
business and
certain corporate
transactions
Corporate
Responsibility
Committee
Reviews:
External issues that
have the potential for
serious impact upon
GSK’s business
Reputation
management
Annual governance
oversight of GSK’s
responsible business
commitments
Finance
Committee
Reviews and
approves:
Annual Report
and Form 20-F,
convening of the
AGM and the
quarterly results
announcements
Certain major
licensing and capital
transactions and
changes to the
Group’s investment
instrument and
counterparty limits
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Audit & Risk
Committee
Remuneration
Committee
Nominations
Committee
Reviews and
recommends to
the Board:
The structure, size
and composition of
the Board and the
appointment of
Directors, Committee
members and CET
members
Succession to the
Board and the CET
Reviews and
recommends to
the Board:
The overall executive
remuneration policy
with reference to the
remuneration of all
employees
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 Remuneration
report
Reviews and
responsible for:
Financial and internal
reporting processes,
integrity of the
financial statements,
including the
Annual Report, and
quarterly results
announcements,
system of internal
controls,
identification and
management
of risks and external
and internal audit
processes
Initiating audit
tenders, the
selection and
appointment of
external auditors,
their remuneration
and oversight of
their work
82 GSK Annual Report 2015
Leadership and effectiveness
The Chairman
Non-Executive Directors
Senior Independent
Non-Executive Director
CEO
Company Secretary
The role of the 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.
Sir Philip Hampton, who succeeded Sir Christopher Gent as Chairman on 7 May 2015, works closely with the
Chief Executive Officer, Sir Andrew Witty, to ensure that the strategies and actions agreed by the Board are
effectively implemented. He also 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 Philip satisfied the FRC Code’s independence test on his appointment to the Board, and is responsible
to shareholders for the performance of the Group and leads discussions with them.
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.
Each Non-Executive Director has a letter of appointment which sets out the terms and conditions of his
or her directorship.
All our 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. They are expected to attend all Board meetings, and any additional meetings as required.
The Board considers all of its Non-Executive Directors, including those with tenure of more than nine years,
to demonstrate an appropriate degree of independence in character and judgement and to be free from
any business or other relationship which could materially interfere with the exercise of their judgement.
The independence and commitment of those Non-Executive Directors who have served on the Board
for over six years was subjected to a rigorous review.
Sir Deryck Maughan has been our Senior Independent Non-Executive Director (SID) since 1 May 2013.
Sir Deryck’s role is to act as a sounding board for the Chairman and a trusted intermediary for the other
Directors. The SID also works on the process for the selection of a new Chairman, as appropriate, and 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 reports from our Investor Relations team and briefings from the Company Secretary on corporate
governance issues.
Vindi Banga will succeed Sir Deryck as SID when he retires from the Board after our AGM on 5 May 2016.
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 78 to 79.
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.
Victoria Whyte supports the Chairman in designing the induction for new Directors, in the delivery of our
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.
She advises the Directors on Board procedures and corporate governance matters, and arranges for the
Non-Executive Directors to meet with investors to discuss aspects of our corporate governance arrangements
on request. She also arranges for them to attend internal management meetings and to make visits to our
business operations to enhance their knowledge and understanding of the business.
During 2015, 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.
At the request of the Chairman, she undertakes the evaluation of the Board and its Committees
(in collaboration with the Committee Chairmen) in years when the evaluation is conducted internally.
GSK Annual Report 2015 83
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Corporate governance
continued
Diversity
Experience
Scientific
Finance
Industry
International experience
Composition
Tenure (Non-Executives)
27%
27%
46%
Global
US
Europe
EMAP
73%
100%
87%
60%
20%
Executive
Non-Executive 80%
73%
27%
Female
Male
Up to 3 years
3-6 years
7-9 years
Over 9 years
42%
25%
8%
25%
The Board
The Board met face to face six times in 2015, with each member
attending as follows:
In addition to the scheduled meetings, the Board also met
on a quorate basis on five occasions to consider corporate
transactions, including the Novartis transaction.
Board member since
Number of
meetings attended
Sir Philip Hampton
1 January 2015
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
Sir Deryck Maughan
31 January 2008
4 January 2011
17 May 2006
1 June 2004
Professor Sir Roy Anderson
1 October 2007
Vindi Banga
1 September 2015
Dr Stephanie Burns
12 February 2007
Stacey Cartwright
Lynn Elsenhans
Judy Lewent
Dr Daniel Podolsky
Urs Rohner
Hans Wijers
Sir Christopher Gent*
Tom de Swaan*
Jing Ulrich*
1 April 2011
1 July 2012
1 April 2011
1 July 2006
1 January 2015
1 April 2013
1 June 2004
1 January 2006
1 July 2012
6/6
6/6
6/6
6/6
6/6
6/6
2/2
6/6
6/6
6/6
6/6
6/6
6/6
5/6
3/3
3/3
2/3
Dr Jesse Goodman was appointed as a Non-Executive Director with effect
from 1 January 2016.
Each Board member that is seeking re-election at GSK’s 2016 AGM
attended all six scheduled Board meetings.
* These directors retired from the Board on 7 May 2015.
Board composition and diversity
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 95 to 97.
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, insurance 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.
The Board’s diversity policy is set out on page 97 and for details
of the gender diversity of GSK’s global workforce, see page 47.
84 GSK Annual Report 2015
Board induction
A number of new Non-Executive Directors have joined the
Board during the year and have each undertaken Board induction
programmes that commenced when they were each appointed.
The programme devised for our new Chairman, was based on
the principles of the company’s new Non-Executive Directors
programmes outlined below. It was further customised to take
account of his leadership role at GSK. A core element of this was
individual meetings he held on a listening tour of GSK’s major
shareholders, to understand firsthand their views and perspectives
on the Group, the company’s strategy, leadership, business model,
performance and trading environment.
His enhanced programme is set out in full on page 81 of GSK’s
2014 Annual Report.
The induction programmes for Urs Rohner, Vindi Banga and
Dr Jesse Goodman have been:
(i) Individually designed and facilitated: by the Chairman
and the Company Secretary.
(ii) Designed with the purpose: to orientate and familiarise
them with our industry, organisation, governance and our
strategy to Grow, Deliver & Simplify.
(iii) Customised: to take account of their respective experience,
different geographical backgrounds and business
perspectives, in light of the particular roles they would
perform and the Committees on which they would serve.
Key elements of the induction programmes including one-to-one
briefings, “teach-in” sessions and site visits undertaken by
Urs Rohner, Vindi Banga and Dr Jesse Goodman are set out
below:
• Executive Directors to discuss GSK’s strategic, financial and
R&D priorities.
• CET members to cover our principal Pharmaceuticals,
Consumer Healthcare and Vaccines businesses, together
with the R&D and GMS organisations that underpin our
operating model.
• Other senior executives to cover our core operations such
as Strategic Development, Finance, Tax, Treasury, Audit and
Assurance, HR, Investor Relations and Global Ethics and
Compliance.
• Site visits to our GMS, Vaccines, and R&D facilities.
• Investor meetings which have been particularly customised
for Vindi Banga in his role of SID.
• CIA each new Director receives two hours of training on our
CIA obligations.
Board, business awareness and training
To ensure that our 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
(RADEX), the Product Executive, the Scientific Review Board, the
Portfolio Investment Board, the US Commercial Accountability
Board and the Risk Oversight and Compliance Council (ROCC).
They also meet employees informally during visits to the Group’s
operations and at receptions held around Board meetings.
The Chairman also meets with each Director annually on a one-to-
one basis to discuss his or her ongoing training and development
requirements. 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.
The Board members undertook specific refresher training on, and
under the provisions of, the CIA in March 2015. Each new Board
member is required, as part of his or her induction programme, to
receive comprehensive training on the CIA. Philip Hampton and
Urs Rohner, in January 2015, Vindi Banga, in September 2015,
and Jesse Goodman, in January 2016 have each taken part in such
a training session as part of their induction programmes.
2015 Internal evaluation of the Board
The Board carries out an evaluation of its performance and
that of its Committees every year and the evaluation is facilitated
externally every third year. The progress of the Board against the
agreed action points of the 2014 evaluation, which was externally
facilitated by Dr Tracy Long of Boardroom Review Limited, are
disclosed on page 81.
The 2015 Board and Committees evaluation process was
conducted internally by the Secretary, at the request of the
Chairman and the CEO, who:
• prepared surveys that were completed by Board members
and held interviews with each Director;
• discussed the outcomes and recommendations with the
Chairman; and
• following discussion with the Board as a whole, identified areas
for improvement as agreed by the Board.
Amongst the areas reviewed were Board oversight issues,
shareholders and other stakeholder relationships, Board culture
and how it balances challenge and support, ethics, strategy
and priorities.
The Board is viewed by all members as effective, strong and well
able and equipped to navigate the challenges ahead. The action
points arising from the 2015 evaluation are disclosed on page 81.
Chairman and Non-Executive Director evaluation
The Senior Independent Non-Executive Director (SID) sought
feedback on the Chairman’s performance and canvassed views
on the Chairman’s performance from the Non-Executive Directors
collectively. The results of the Chairman’s effectiveness review
were then discussed by the Chairman and the SID.
The Chairman met with each Non-Executive Director to discuss
individual contributions and performance, together with training
and development needs. He also shares peer feedback that is
provided as part of the evaluation process. In addition, the
Chairman 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 GSK Internal Control Framework (the Framework) is
the means by which GSK assures compliance with laws
and regulations, the reliability of financial reporting and the
effectiveness of risk management. The Framework assists in the
ongoing process of the Board’s identification, evaluation, and
management of the company’s Principal Risks as required by the
FRC’s Code, and is designed to manage rather than eliminate the
risk of not achieving business objectives. A fit-for-purpose internal
control framework, in conjunction with embedding the GSK Values
and our ‘Speak Up’ reporting lines, ensures that our Principal Risks
are actively and effectively controlled. For more information see
‘Our approach to risk’ on pages 16 to 17.
The Framework is designed to ensure the risks associated with
conducting our business activities are effectively controlled in line
with GSK’s risk appetite. We believe the Framework provides
reasonable, but not absolute, assurance against material
misstatement or loss.
To ensure effective governance and an ethical culture, GSK has
established the Risk Oversight and Compliance Council (ROCC).
This team of senior leaders is authorised by the Board to assist
the Audit & Risk Committee (the Committee) in overseeing risk
management and internal control activities. It also provides the
business with a framework for risk management, upward reporting
of significant risks, GSK Values and policies. Each business unit
and global support function has a risk board structure which
reports to the ROCC. These Risk Management and Compliance
Boards (RMCB) are responsible for local ‘tone from the top’, risk
management and internal controls.
The ROCC and the RMCBs are assisted by Global Ethics and
Compliance (GEC), which is responsible for supporting risk
management and the development and implementation of
practices that facilitate employees’ compliance with laws and
policy. GEC also provides assistance to help employees meet
high ethical standards by operating in accordance with our Values,
and to comply with applicable laws and regulations and corporate
responsibility.
GSK’s Audit & Assurance (A&A) provides an objective view
(i.e. assurance) to senior management and the Board of how risk is
being managed across the Group in line with an agreed Assurance
Plan. This assurance helps them meet their oversight and advisory
responsibilities in fulfilling our strategic and operational ambitions
and building trust with our patients and other stakeholders. A&A
has a dual reporting line into the CFO and the Committee.
The Committee receives reports from Business Unit Heads, GEC
and A&A on areas of significant risk to the Group and on related
internal controls. These reports provide summaries of changes to
the control environment within each Principal Risk area. Following
consideration of these reports, the Committee reports annually to
the Board on the effectiveness of controls.
GSK Annual Report 2015 85
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Corporate governance
continued
The Board, through the Committee, has conducted a robust
assessment of the Group’s Principal Risks and the Framework,
and has considered the effectiveness of the system of internal
controls in operation across 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, through the
Committee, in reviewing regularly the system of internal controls
and risk management arrangements is in accordance with the
Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting issued by the FRC. These
ongoing review and monitoring arrangements were expanded
during the year to include the impact of the Novartis transaction
that closed on 2 March 2015. For further details see page 88.
This is in accordance with the provisions of the FRC’s Code,
which provide that the Board is responsible for determining the
nature and extent of the Principal 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. The Framework has been in operation
for the whole year and continues to operate up to and beyond
the date of the approval of this Annual Report.
A review of the Group’s risk management approach is further
discussed in ‘Our approach to risk’ section of the Strategic Report
on pages 16 to 17. Our management and mitigation of each
Principal Risk is explained in ‘Principal risks and uncertainties’
on pages 231 to 240. The Group’s viability is discussed in the
Group financial review section of the Strategic report on page 52.
Our internal control framework
Governance structure of risk management
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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 businesses
Risk Oversight
and Compliance
Council
Ensure that appropriate
internal controls for effective risk
management are implemented
Complemented by Country
Executive Risk Boards to ensure
a consistent approach to risk
management across local
geographies
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E n t e r p r ise Oversight
d e p e n d ent Assurance
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GSK Val u e s
Key
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Line Management Accountability with Compliance
Business Management Accountability with Compliance
Audit & Assurance
86 GSK Annual Report 2015
Remuneration
Our Remuneration report comprises the Remuneration Committee
Chairman’s annual statement and the annual report on
remuneration and is set out on pages 102 to 126. In addition,
we have produced a summary of the shareholder approved
Remuneration policy report, which is set out on pages 127 to 128.
Relations with shareholders
We work to engage effectively with shareholders through our regular
communications, the AGM and other investor relations activities.
It has been a particularly busy year in terms of shareholder
engagement, in what has been a transformational year for the
company as a result of the Novartis transaction. In addition to the
continuous dialogue the CEO and CFO maintain with institutional
shareholders, in which they held 40 individual meetings and
hosted 13 group events, there has been a number key shareholder
engagement events during the year, including:
• the new Chairman undertaking a listening tour of our institutional
investors to understand firsthand their views and perspectives
on the issues and challenges facing the industry and GSK;
• holding an Investor Day in May 2015, at which the CEO and
the leaders of our Pharmaceuticals, Vaccines and Consumer
Healthcare businesses outlined the strategic proposition for the
reshaped Group and profiled the medium to long-term shape
and opportunities for GSK;
• holding an R&D event in November 2015, at which the CEO and
leaders of our R&D Pharmaceuticals and Vaccines businesses
profiled 40 potential new medicines and vaccines that offer
significant opportunity to drive long-term performance and
deliver new benefits to patients and consumers; and also
• holding our annual investors meetings in November 2015,
at which the new Chairman and Remuneration Committee
Chairman, the Audit & Risk Committee Chairman, our SID
and Company Secretary discussed corporate governance
and remuneration matters with our institutional investors.
Committee reports
The reports of the Audit & Risk, Nominations and Corporate
Responsibility Committees, describing the activities of those
Committees during the year, are set out on pages 88 to 99.
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GSK Annual Report 2015 87
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Corporate governance
continued
Audit & Risk Committee Report
Judy Lewent
Audit & Risk Committee
Chairman
Dear Shareholder
During 2015, the Committee’s agenda has continued to be built
around the usual review of our financial results and ensuring the
ongoing effectiveness of the company’s internal control and risk
management arrangements. This year, however, it has also had
a particular focus on the impact of the Novartis transaction that
we closed on 2 March 2015. The transaction resulted in very
material change in all three of our core businesses and has
required significant integration and restructuring efforts to embed
the acquired businesses in Vaccines and Consumer and extract
the oncology marketed products from Pharmaceuticals. Regular
reviews were held by the Committee to ensure that our control
framework and reporting requirements were being maintained
throughout.
In addition, the Committee has continued to monitor the Group’s
key ongoing transformation and simplification programmes
including, in particular, those in our Global Support Functions
where we are continuing to simplify our operating model through
programmes such as Finance Transformation as well as
undertaking major upgrades to the Group’s systems and global
processes, including core ERP, HR and supply chain platforms.
The Committee has also regularly reviewed the Group’s cyber
security and the progress of our Infoprotect programme which
is designed to address this risk specifically.
New standards introduced into the FRC’s Code for 2015 have
required additional focus from the Committee this year to ensure
our compliance with these requirements. Probably the most
significant change this year has been the new requirements
relating to the company’s viability which we report on for the
first time on page 52.
Finally, the Committee has approved the formal commencement
of an audit tender in the autumn of 2016 that will result in a new
audit firm replacing PricewaterhouseCoopers LLP (PwC) at the
beginning of 2018. This is a significant and important step for the
Committee and the Board and more details on the audit tender
process, its governance and timescales can be found on page 92.
Internal framework for control and risk management
The enhancements made to our internal control framework have
helped to build a stronger culture of compliance and enable a
multi-faceted approach to strengthening controls around each
of our Principal Risks. During 2015, extensive training and
communications were implemented across our compliance
functions, and in turn, with key risk groups in each of our business
units. This progress has been supported by our Global Ethics
and Compliance (GEC) function. The activities of GEC were
re-organised and enhanced during 2015 to put in place a network
of experts sitting in Centres of Excellence that manage the key
elements of our Principal Risks and internal control framework.
This new governance model is designed to standardise, prioritise
and drive integrated compliance controls across each of our
Principal Risks.
88 GSK Annual Report 2015
The following Centres of Excellence have been established:
• Global Risk Office has accountability for strengthening risk
management by standardising methodology around managing
our Principal Risks, including our combined ABAC and Third
Party risk programme, as well as identifying emerging risks
through scanning the external and internal environment, and
serving as the steward of our internal control framework model
by proactively communicating and monitoring effective
implementation.
• Strategy, Planning and Operations has accountability for
ensuring our global system of governance is embedded by
maintaining and proactively delivering standards, policies,
training and our values assurance programme throughout GSK.
• Investigations & Independent Business Monitoring offers
three tiers of service, delivered via regional hubs, to provide
a consistent framework for delivering effective Independent
Business Monitoring which is also aligned to GSK’s Values.
Other related initiatives overseen by the Committee included:
• Improved coordination of our investigatory efforts through the
establishment of an Enterprise Investigations Committee to
accelerate the management of ‘Speak-Up’, Anti-Bribery and
Corruption (ABAC) and Computer Security Incident Response
issues, assign issues for investigation as appropriate, and enable
greater collaboration across GEC, Legal, HR and our Computer
Security Response teams.
• Monitoring progress in implementing the programme of actions
underway to enhance the control of our ABAC risk and ultimately
incorporate ABAC requirements into regular business practices.
Employee and management accountability was further improved
in 2015 through the establishment of a network of ABAC owners
within the business units, broadening of ABAC training and
communications across the enterprise, the introduction of
periodic certifications, the reinforcement of the linkage between
GSK Values and performance, and the implementation of a new
policy on senior management financial recoupment.
• Completion of General Manager (GM) Confirmations of the
operation of our internal control framework for all markets in the
Pharmaceuticals and Vaccines businesses, excluding the US
which has a different system of review. This was completed in
2015. The assessment process has become an annual process
and now operates a standardised and consistent approach.
Output from these reviews has been consolidated to provide a
clearer view of current trends, assist with the identification of
potential gaps and facilitate the sharing of good practices. In
2016, Consumer Healthcare will implement a similar process
for GM Confirmation of the operation of our internal control
framework for key risks and minimum controls.
Novartis integration
Oversight of the Novartis transaction has been a key priority for the
Committee, given the importance of the success of the transaction
to the Group. The Committee has received regular reports and
presentations on the integration and management of the acquired
Novartis businesses from an operational, internal control
accounting and risk management perspective both in the run
up to the close of the transaction in March 2015 and regularly
throughout the year as the integration and associated restructuring
programmes began to be implemented. In addition, on-boarded
Novartis employees have successfully completed the mandatory
training on our Code of Conduct, ABAC, and Corporate Integrity
Agreement obligations.
Global Support Function simplification programmes
The Committee has continued to review regularly the multi-year
programmes underway to simplify our support functions and
standardise our operating model around new and upgraded
platforms. These programmes are now well established but are
at a peak of activity currently as the new platforms and processes
are rolled out across the Group, compounded by the additional
requirements to integrate the former Novartis businesses into
the Group’s operating and reporting infrastructure. Significant
progress has been reported with the completion of new global
HR and supply chain forecasting systems and multiple cut overs
of local operating companies onto the new ERP platform delivered
during the year with targeted control levels maintained throughout.
The Committee has also paid particular attention to the parallel
transformation programmes underway in a number of the support
functions, especially the Finance Transformation initiative, to
ensure that controls and reporting requirements are not affected.
InfoProtect
The Committee continues to keep the multi-year programme
to enhance, secure and strengthen our cyber security defences
under close scrutiny. As part of this review process a cyber
security report is submitted by the Chief Information Security
Officer to each scheduled meeting and we were pleased that
a number of key risk reduction initiatives were delivered during
the year.
UK Corporate Governance Code
Following the issue of FRC’s updated Code and associated
Guidance that came into effect for the 2015 financial reporting
year, the Committee has devoted time to satisfying itself that
our internal control and risk management arrangements and
monitoring practices accord with these new enhanced
requirements. A particular area of investment during the year
was the development and recommendation to the Board of
a new viability statement, which examines the company’s longer
term solvency and viability and is set out on page 52. We agreed
the analytical and assurance work by management that underpins
the statement and considered that three years was an appropriate
timeframe on which to base an assessment of long-term viability
as it aligns with our regular business planning period. The
Committee also reviewed the outcome of the stress testing
performed by management and recommended that the Directors
confirm that they have a reasonable expectation that the Group
will be able to continue in operation and meet its liabilities as
they fall due over the three year period of the assessment.
The Committee will continue its work to encourage and support
further enhancements to the Group’s internal controls and audit
assurance arrangements. In addition, I look forward to reporting
the conclusion of our external audit tender process and to
explaining how the plan to manage the transition from PwC
to our new auditor will operate.
Judy Lewent
Audit & Risk Committee Chairman
16 March 2016
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Membership and attendance
The membership of the Committee, together with appointment
dates and attendance at meetings, is set out below:
Committee
member since
Attendance at full
meetings during 2015
Members
Judy Lewent
(Chairman from 1 January 2013)
Vindi Banga
Lynn Elsenhans
Stacey Cartwright
1 April 2011
1 January 2016
1 January 2014
1 April 2011
Sir Deryck Maughan
21 January 2005
Dr Daniel Podolsky
Tom de Swaan*
Jing Ulrich*
1 January 2007
1 January 2006
1 May 2013
6/6
0/0
6/6
6/6
6/6
6/6
2/3
2/3
* Tom de Swaan and Jing Ulrich both retired from the Board on
7 May 2015.
In addition to the six scheduled meetings, the Committee also met
on a quorate basis on six occasions to review or approve matters
associated with the Annual Report and Form 20-F, and preliminary
and quarterly results announcements.
Details of the members’ financial, accounting or scientific experience
and expertise are given in their biographies under ‘Our Board’ on
pages 74 to 77.
The Company Secretary is Secretary to the Committee and attends
all meetings. The entire Board is invited to attend the Committee
meetings and other attendees include:
Attendee
General Counsel
Financial Controller
Head of Audit & Assurance
Head of Global Ethics and Compliance
Chief Medical Officer
Chief Product Quality Officer
External auditor
Regular
attendee
Attends as
required
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
In accordance with the FRC’s Code, the Board has determined that
Stacey Cartwright and Judy Lewent both have recent and relevant
financial experience. The Board has also agreed that Stacey
Cartwright and Judy Lewent 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, Vindi Banga, Judy Lewent, Sir Deryck Maughan are also
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.
GSK Annual Report 2015 89
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Corporate governance
continued
Principal activities and matters addressed during 2015
Month
Financial reporting
January
• Integrity of draft
financial statements
and appropriateness of
accounting policies
• Draft 2014 Annual
report and Form 20-F
and annual summary
leaflet
Global internal control
& compliance
External auditors
Risk
• Review 2014 risk
management and
internal control report
• Litigation report
• Corporate Integrity
Agreement (CIA)
update reports
• Review annual Audit
and Assurance Plan
and report
• Assessment of external
auditors, effectiveness
of external audit
process
• Re-appointment of
auditors proposed for
approval at AGM
• External auditor
• China investigations
and ABAC update
• Emerging risk review
• Global Support
Functions – change
programme impacts
• ROCC meeting update
• Novartis transaction
year-end audit findings
update
• Audit/non-audit
expenditure during 2014
Governance and other
matters
• Compliance with FRC’s
Code
• Corporate Governance
update
• Committee evaluation
• Private meetings with
the external auditors,
Head of Audit and
Assurance respectively
• Committee members
met privately
• Going concern
assumptions
• Preliminary results
announcement
• Directors expenses
• Approval of 2014
Annual Report and
20-F and annual
summary leaflet
February
March
May
• 1st quarter results
announcement
• Sarbanes-Oxley
• Audit/non-audit
compliance
confirmation
• Approach on
Sarbanes-Oxley
compliance for 2015
• Litigation report
• CIA update reports
• Global Ethics and
Compliance report
• Global Pharma
business unit report
• Litigation report
• Consumer Healthcare
& GMS business unit
reports
expenditure during 2014
• External auditor
Sarbanes-Oxley control
findings
• External auditor Annual
Report and Form 20-F
findings
• Performance
expectations for
external auditors
• China investigations
and ABAC update
• Emerging risk review
• Commercial Practices
Enterprise Risk
• Vaccines update
• ROCC meeting update
• Novartis transaction
update
• Audit and Assurance
rating system
• Private meeting with the
external auditors
• Committee members
met privately
• External auditor 1st
• China investigations and
• Private meeting with the
quarter results review
findings
• External audit plan and
fee proposal for 2015
ABAC update
external auditors
• Novartis transaction
• Committee members
update
• ERP annual update
• ROCC meeting update
• Emerging risk review
met privately
July
• Going concern
assumptions and
Viability Statement
approach
• 2nd quarter results
announcement
• Review of accounting
issue development
impacts
• Litigation report
• CIA update reports
• Assessment of key
internal control by
principal risk
• Vaccines business unit
report
• External auditor 2nd
• China investigations and
quarter results review
findings
ABAC update
• ROCC meeting update
• Cyber security report
• Emerging risk review
• Novartis transaction
update
• EHS&S & Third Party
Oversight (TPO)
Enterprise Risks
• Treasury, Tax, Pensions
and Insurance risk
• ABAC update
• ROCC meeting update
• Cyber security report
• Emerging risk review
• Novartis transaction
update
• Scientific Engagement,
Patient Safety, Product
Quality and TPO
Enterprise Risks
• ABAC update
• Cyber security report
• ROCC meeting update
• Novartis transaction
update
• Emerging risk review
• Information protection
• Terrorism risk
assessment
• Corporate Governance
update, including FRC
Code changes
• Private meeting with the
external auditors
• Committee members
met privately
• FRC Code and
guidance changes
• Private meeting with the
external auditors
• Committee members
met privately
• Private meetings with
the external auditors
and the Corporate
Compliance Officer
respectively
• Corporate Governance
Disclosures
• Committee members
met privately
October
• 3rd quarter results
announcement
• Litigation report
• CIA update reports
• Operational Excellence
update
• External auditor 3rd
quarter results review
findings
• Novartis 2015 external
• R&D business unit
audit plan
report
December
• Viability Statement
update
• Management report on
accounting issues and
appropriateness of
accounting policies
• Litigation report
• CIA update reports
• Global Support
Functions business unit
report
• Internal Control
Framework assessment
• External Audit Phase 1
results and Annual
Report disclosure
requirements
• Pre-approval of external
auditor budget for non-
audit services in 2016
• Update on 2015 external
auditor fees and budget
• Audit tender review
90 GSK Annual Report 2015
Committee’s financial reporting activities
In respect of financial reporting activities, the Committee reviews
and recommends to the Board for its approval all financial results
announcements. In considering the quarterly financial results
announcements and the financial results contained in the 2015
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.
Significant issues relating to the financial statements
The significant issues considered in relation to the financial
statements for the year ended 31 December 2015 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
131 to 137.
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
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
£1.5 billion at 31 December 2015 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 70.
Provisions for legal matters,
including investigations into the
Group’s commercial practices
The Committee received detailed reports on actual and potential litigation from both internal and external
legal counsel, together with a number of detailed updates on investigations into the Group’s commercial
practices. Management outlined the levels of provision and corresponding disclosure considered necessary
in respect of potential adverse litigation outcomes and also those areas where it was not yet possible to
determine if a provision was necessary, or its amount. At 31 December 2015, the provision for legal matters
was £0.4 billion, as set out in Note 29 to the financial statements, ‘Other provisions’.
Provisions for uncertain tax
positions
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 2015, the Group’s
balance sheet included a tax payable liability of £1.4 billion.
Impairments of intangible
assets
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 £217 million in 2015. See Note 19
to the financial statements, ‘Other intangible assets’ for more details.
Valuation of contingent
consideration in relation to
ViiV Healthcare
The Committee considered management’s judgement that following the further improved sales performance of
Tivicay and Triumeq, it was necessary to increase the liability to pay contingent consideration for the acquisition
of the former Shionogi-ViiV Healthcare joint venture. At 31 December 2015, the Group’s balance sheet included
a net contingent consideration liability of £3.4 billion. See Note 38 to the financial statements, ‘Acquisitions and
disposals’ for more details.
Novartis transaction items
including Vaccines contingent
consideration and Consumer
Healthcare put option
The Committee received regular reports throughout the year on the progress of the Novartis transaction.
The Committee reviewed the basis of the valuation of the assets and liabilities acquired from Novartis, and
in particular, the calculations of the liabilities for the Vaccines contingent consideration and the Consumer
Healthcare put option. The Committee concurred with management’s judgements on the amounts to be
recognised.
GSK Annual Report 2015 91
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Corporate governance
continued
Audit tendering
PwC has been the auditor of the company and the Group since the inception of each in 2000. Their performance has been reviewed
annually and audit partner rotation requirements have been observed. During this time, the Directors have not sought to tender PwC’s
contract. As a result of the UK’s implementation of the EU’s mandatory firm rotation requirements, the company is required to replace
PwC with another auditor no later than for the financial year commencing 1 January 2021.
In January 2015, when the Committee, as usual, reviewed PwC’s performance for the previous year and recommended their
reappointment for a further year, it also considered whether to initiate or defer an external audit contract tendering process. The
Committee agreed that given the level of change that was being experienced in the business, it was not appropriate to put the audit
out to tender in 2015. However, having reviewed the relative merits of conducting a tender and the recent changes in regulations in
this area, the Committee considered that it was in the best interests of shareholders to plan to undertake a tender process in the
second half of 2016.
It would target appointing the new auditor with effect from 1 January 2018, which would coincide with the end of the current PwC
partner’s five year tenure as the Group audit engagement leader. If the company was to reappoint PwC from 1 January 2018, a new PwC
Partner would need to be appointed and PwC would still be required to rotate after the 2020 audit. Consequently, PwC will not
be asked to participate in the anticipated tender exercise in the second half of 2016.
Audit tender governance
In December 2015, the Committee agreed that, to achieve the move to a new audit firm to take over the audit for the 2018
financial year, an audit contract tender be conducted in the autumn of 2016. A final recommendation by the Committee of at
least two audit firms with a preference expressed for the appointment of one of those firms is anticipated to be made in
December 2016 for final approval by the Board by the end of 2016. The Committee will direct and supervise the tender process
and has agreed the implementation of a robust audit tender governance structure to deliver a successful audit contract tender
process with minimal disruption to the Group. The main elements of this governance structure are as follows:
Audit Tender
Planning Team
Remit: design, plan,
implement and run
audit tender process
Meets: weekly
Operations Steering
Committee
Remit:
coordinate/execute
audit tender process
and consider shortlisting
arrangements
Meets: monthly then
fortnightly towards
end of process
Executive Steering
Committee
Remit: lead/oversee
audit tender process
implementation
Assess candidates;
liaise with the ARC
during process and
final evaluation
Members: ARC
Chair, CFO, Group
Financial Controller and
Company Secretary
Meets: monthly
Audit & Risk
Committee
Remit: direct and
supervise audit
tender process
and recommend
new auditor to
the Board
Board
Remit: Appoints new
auditor with effect
from 1 January 2018
and agrees to seek
shareholder approval
for the appointment
at the AGM
92 GSK Annual Report 2015
Ongoing effectiveness and quality of external audit process
The Committee is committed to ensuring on an ongoing basis that GSK receives a high quality and effective audit. In evaluating the
effectiveness of the audit process prior to making a recommendation on the re-appointment of the external auditor, 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.
The cycle of activities the Committee typically undertakes each year to satisfy itself of external audit quality and effectiveness,
together with their timelines, is set out below.
Auditor re-appointment
process
Auditor expectations
setting
Formal auditor appointment
and audit planning
Committee evaluation and
budget setting
Matters addressed:
• agree the performance
expectations of the auditor
for the upcoming audit
Matters addressed:
• review effectiveness of external
auditor against expectations
set in previous year
• review auditor’s independence,
appropriate level of
qualifications, expertise and
resources
• consider whether auditor
exhibited appropriate level of
challenge/scepticism in their
work
• consider whether to initiate or
defer an audit contract tender
• once satisfied, recommend to
Board auditor re-appointment
at next AGM
Matters addressed:
• shareholders vote at AGM
on resolutions to appoint
auditor and fix their
remuneration
• review and agree audit plan
for upcoming audit
• consider auditor’s quality
control procedures
• agree and set statutory
audit fee
• receive management
feedback on prior year’s
audit process through
survey covering:
– robustness of audit
process
– quality of delivery, people
and service
Matters addressed:
• review feedback from
Committee members
independently as part of
annual Committee evaluation
covering:
– relationship with auditor
– quality of insights they
provide Committee on
their work
– whether they have
sufficient access to
auditor with management
• pre-approve budget for
non-audit services (ideally
below 50% of statutory
audit fee) for following year
January
March
May
December
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The detailed criteria the Committee uses for judging the effectiveness of the external auditor and their overriding responsibility
to deliver a smooth running, thorough and efficiently executed audit are set out below:
Specific auditor responsibilities
Wider auditor responsibilities
Performance expectations for GSK’s external auditor
• Discuss approach and areas of focus in advance with early
• Provide up-to-date advice on the new viability statement
engagement on understanding the implications of GSK’s new
operating model
requirement
• Provide up-to-date knowledge of technical and governance
• Ensure Sarbanes-Oxley scope and additional procedures are
issues, providing accurate and timely advice
discussed and endorsed by management and communicated on
a timely basis within GSK and PwC
• Avoid surprises through timely reporting of issues at all levels within
the Group
• Ensure there is clarity of roles and responsibilities between the
auditor and local management
• Respond to any issues raised by management on a timely basis
• Meet agreed deadlines
• Provide continuity and succession planning of key employees of
the auditor
• Provide sufficient time for management to consider draft auditor
reports and respond to requests and queries
• Employ consistent communication between local and central
audit teams.
• Serve as an industry resource; communicating best practice
and industry trends in reporting
• Adhere to all independence policies (including GSK’s policies,
the Financial Reporting Council’s ISA 240 and applicable
Securities and Exchange Commission standards)
• Deliver a focused and consistent audit approach globally that
reflects local risks and materiality
• Liaise with GSK’s Audit & Assurance team to avoid duplication
of work and Global Ethics and Compliance team to ensure
common understanding of audit outcomes
• Provide consistency of advice at all levels of the organisation
• Ultimately provide a high quality service to the Board,
be scrupulous in their scrutiny of the Group and act with
utmost integrity.
GSK Annual Report 2015 93
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Fair, balanced and understandable assessment
One of the key compliance requirements of a group’s financial
statements is for the Annual Report to be fair, balanced and
understandable. The coordination and review of Group-wide
contributions into the Annual Report follows a well established
and documented process, which is performed in parallel with
the formal process undertaken by the external auditor.
The Committee received a summary of the approach taken by
management in the preparation of GSK’s 2015 Annual Report
to ensure that it met the requirements of the FRC’s Code.
This enabled the Committee, and then the Board, to confirm
that GSK’s 2015 Annual Report taken as a whole is fair,
balanced and understandable.
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 ‘Speak Up’ reporting lines for
the reporting and investigation of unlawful conduct. An updated
version of the Code of Conduct was published in January 2014.
CMA Order 2014 Statement of compliance
The Committee confirms that during 2015 the company has
complied with the mandatory audit processes and audit committee
responsibilities provisions of the Competition and Markets Authority
Statutory Audit Services Order 2014, as outlined in this report which
describes the work of the Committee in discharging its
responsibilities.
Committee evaluation
The Committee’s annual evaluation was internally facilitated by
the Company Secretary, and supplemented by a questionnaire
circulated to Committee members on behalf of the Committee
Chairman. It was concluded that the Committee continued to
operate effectively. In terms of enhancements to the Committee’s
deliberations the following improvement points were agreed:
• Continue to improve on paper content and focus, ensuring
brevity throughout;
• Further increase the focus on setting, monitoring and adjusting
risk appetite;
• Incorporate the new Risk Oversight Compliance Council
reporting updates on new and emerging issues into the
Committee’s agenda, to aid anticipation of potential risk
and audit issues; and
• Consider the division of meetings into two halves, focusing
on traditional financial and audit related matters for Committee
members only, and risk, litigation and serious issues facing the
Group. The Committee subsequently debated the organisation
of its meetings and agreed that all Board members wished to
continue to attend the entire meeting.
Corporate governance
continued
Non-audit services
The Sarbanes-Oxley Act of 2002 prohibits the engagement
of the external auditor for the provision of certain services
such as legal, actuarial, internal audit outsourcing or financial
information systems design. Where the external auditor is
permitted to provide non-audit services (such as audit-related,
tax and other services), the Committee ensures that auditor
objectivity and independence are safeguarded by a policy
requiring pre-approval by the Committee for such services.
There were no contractual or similar obligations restricting
the Group’s choice of external auditor.
All non-audit services over £50,000 are put out to competitive
tender with financial service providers other than the external
auditor, in line with the Group’s procurement process, unless the
skills and experience of the external auditor make them the most
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. Non-audit services
spending is monitored by the Committee on a quarterly basis
and discussed with the Committee Chairman.
The following policy guidelines on engaging the external auditor
to provide non-audit services are observed:
• ascertaining that the skills and experience of the external
auditor 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
• ensure that the total fee levels do not exceed 50% of the annual
audit fee, except in special circumstances where there would
be a clear advantage in the company’s auditor undertaking such
additional work.
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)
30
25
20
15
10
05
0
20.0
20.1
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5.3
6.2
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20.0
5.3
2013
2014
2015
Audit and assurance services
Other services, including tax, regulatory, compliance
and treasury-related services
Services related to the Novartis transaction
* The fee for audit and assurance services in 2015 includes £7.5 million
arising from the Novartis transaction and the subsequent increase in
complexity of the Group. Approximately half of this is expected to be
recurring.
94 GSK Annual Report 2015
Nominations Committee Report
Philip Hampton
Nominations Committee
Chairman
Dear Shareholder
One of the first key priorities when I joined the Board at the start
of the year was to succeed Sir Christopher Gent as Nominations
Committee Chairman. Last year was a year of significant transition
and this meant that I could focus immediately on tailoring the
refreshment of the Board in line with the:
• agreed principles and actions set out in Dr Tracy Long’s 2014
external evaluation review; and
• requirements of the reshaped Group to create and maximise the
long-term value of the Novartis transaction to shareholders.
The Nominations Committee (the Committee) has had a busy year
and has made good progress towards its aim of first considering
Board size and composition and then replacing a number of
planned retirements for Non-Executive Board members and
addressing identified skills gaps. The Committee has also focused
on effective management succession of executive management.
Progress in respect of these elements is set out below.
Board size and composition
A central element of the current Board refreshment programme
was the consideration of the most appropriate size and
composition for the Board given the scale, complexity and
strategic positioning of the business. In performing this analysis,
the Committee used an enhanced Board competence and
experience matrix linked to the company’s strategy and underpins
the Board refreshment programme. We are making good progress
in identifying an ideal future size of the Board, which is likely to see
a reduction in the second half of 2016. As part of this analysis, the
Committee has also factored the increased target of 33% size in
female representation by 2020 as outlined by Lord Davies in his
final ‘Women on Boards’ report published in October 2015.
CEO and management succession
The Committee has continued to scrutinise the robustness of
succession planning arrangements for the Executive Directors and
each executive management role, together with the adequacy of
the pipeline of leadership talent below the CET. After what will
have been nearly 10 years as CEO, Sir Andrew has indicated to
the Board his intention to retire from the company in early 2017.
The Board has agreed that he will retire on 31 March 2017. The
Committee will now start a formal search for a successor and will
consider internal and external candidates for the role. To that end,
Egon Zehnder and Korn Ferry have been engaged.
Senior Independent Director (SID) succession
Sir Deryck Maughan has brought his own style to the role of SID,
discharging its responsibilities with great diligence including
leading and concluding the recent Chairman succession search
process. We were pleased that Sir Deryck agreed to further
extend his tenure on the Board to step down at the AGM in May
2016. He brings continuity to the Board’s composition, given his
significant knowledge of, and experience in, GSK’s business
affairs. In a period of significant change to the Board’s
membership, Sir Deryck has helped to facilitate the transition
between Sir Christopher and myself.
In addition, as a Committee member, he has helped in the search
and recruitment of his successor, as SID. The Committee was
pleased to recommend to the Board the appointment of Vindi
Banga as SID designate. Vindi joined the Board in September
2015 and was appointed to the same Committees as Sir Deryck
in January 2016 (Nominations, Audit & Risk and Remuneration).
They are working closely together to ensure a smooth transition.
Vindi will succeed Sir Deryck as SID at the conclusion of the
AGM on 5 May 2016.
Scientific and Medical Expert (SME) succession
Dr Daniel Podolsky has served as the Board’s US-based
designated SME with great distinction during his tenure on the
Board. He will be stepping down from the Board as planned at the
2016 AGM after serving nine years. After commencing the search
for his successor in this highly specialist role at the beginning of
the year, the Committee was pleased to recommend to the Board
the appointment of Dr Jesse Goodman as a Non-Executive
Director and SME. He joined the Board in January 2016 and
was appointed to the Corporate Responsibility Committee with
effect from May 2016.
Further details on the role criteria and recruitment process for
the SID and SME roles and rationale behind the Committee
recommending Vindi Banga and Dr Jesse Goodman’s
appointments is given on page 96.
Committee membership
Lynn Elsenhans was appointed to the Committee in January 2015
to join me and Judy Lewent as newer appointees to ensure the
Committee achieved a good balance between longer serving
Committee members and newer appointees to support shaping
the Board for the longer term. I was also grateful to Sir Christopher
for sharing his insights and deep understanding of the evolution
of the Board, its culture and composition during the period of his
stewardship.
The Committee’s key focus in 2016 will be the progression of our
management succession plans working in collaboration with the
CEO. In addition, we will continue to refresh the non-executive
representation on the Board with the aim of reducing the overall
Board size to around twelve members.
Philip Hampton
Nominations Committee Chairman
16 March 2016
GSK Annual Report 2015 95
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Refreshment of specialist roles on the Board
During 2015, as part of an orderly refreshment of the Board, a
particular area of focus for the Committee was the searches for a
successor to Sir Deryck Maughan as SID and Dr Daniel Podolsky
as our US-based SME, both of whom are due to retire and stand
down from the Board after our 2016 AGM.
The Committee felt that in determining the key essentials for the
SID, it was very desirable to have a UK-based director, or failing
that, someone who travelled and spent the majority of their time in
the UK. It was also thought important that the individual should
have a strong understanding of the UK corporate governance
environment.
Korn Ferry, who only provides recruitment services to the company,
was engaged to conduct the search for the SID and they provided
a long and then a short list of potential candidates. After
interviewing suitable SID candidates, feedback was sought from
and support was received from certain investors before the
Committee recommended to the Board Vindi Banga as a potential
independent Non-Executive Director and SID designate. He was
appointed to the Board on 1 September 2015. The Board
considered that he had a strong operational bias, bringing with him
many years of commercial experience and a track record of
delivering outstanding performance in a highly competitive global
consumer-focused industry, which will be invaluable to the
company. He currently serves as a non-executive director on the
Boards of two other FTSE 100 companies. Vindi will succeed
Sir Deryck Maughan as SID when he steps down from the Board
at the close of the AGM on 5 May 2016.
When the Committee was drawing up the role specification for the
new SME role it considered that Dr Podolsky’s successor should
ideally have a strong business perspective, be US-based,
understand the US healthcare environment, be a medic who was
close to the patient either through running operations at scale in a
hospital or an institution, have an understanding of vaccines,
preferably, (or if not Respiratory) considering the standing of GSK’s
Vaccines portfolio since the Novartis transaction was completed.
Internal soundings were taken from within Vaccines and R&D to
identify potential external candidates. Egon Zehnder undertook a full
external market search for suitable candidates.
Egon Zehnder, who only provides recruitment services to the
company, was engaged to conduct the search for the US-based
SME role. 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 SME candidates, the Committee
recommended to the Board Dr Jesse Goodman as a potential
Non-Executive Director and SME. He was appointed to the Board
on 1 January 2016. Dr Jesse Goodman is a leader in public health
who brings a wealth of expertise spanning science, medicine,
vaccines, regulation and public health, and has a proven record in
addressing pressing public health needs from both the academic
and federal sectors, which will be invaluable to GSK and the Board.
Corporate governance
continued
Membership
The membership of the Committee, together with appointment
dates and attendance at meetings, is set out below:
Members
Committee
member since
Attendance at
full meetings
during 2015
Sir Philip Hampton
(Chairman from 27 January 2015)
27 January 2015
Professor Sir Roy Anderson
1 October 2012
Vindi Banga
Lynn Elsenhans
Judy Lewent
Sir Deryck Maughan
Sir Christopher Gent*
Tom de Swaan**
1 January 2016
27 January 2015
8 May 2014
9 July 2009
9 December 2004
1 October 2012
6/6
6/6
0/0
5/5
6/6
5/6
3/3
3/3
* Sir Christopher Gent was Committee Chairman from 1 January 2005
to 27 January 2015 and retired from the Board on 7 May 2015.
** Tom de Swaan retired from the Board on 7 May 2015.
The Company Secretary is Secretary to the Committee and attends
all meetings. Other attendees at Committee meetings may include:
Attendee
Chief Executive Officer
Head of Human Resources
Appropriate external advisers
Regular
attendee
Attends
as required
(cid:22)
(cid:22)
(cid:22)
Work of the Committee during 2015
Main responsibilities
The main responsibilities of the Committee are set out on page 82.
CEO and management succession
The Committee and the CEO, with assistance from the Head of
Human Resources, have been working on managing succession
arrangements for the Executive Directors and each executive
management role to secure the best leadership for the company.
The specification for each role is considered in detail against the
current and future needs of the changing environment in which the
company operates. In compiling any succession plan, internal and
external talent are considered and reviewed against the
specification which has been drawn together.
In terms of the Executive team, as part of ensuring more focused
management of the company’s Consumer Healthcare, Vaccines,
and Pharmaceuticals businesses as a result the transformational
Novartis transaction:
• Emma Walmsley who was previously President, Consumer
Healthcare was appointed CEO of the Consumer Healthcare Joint
Venture business and became a member of its Board when the
Novartis transaction successfully completed on 2 March 2015;
• following the announcement by Deirdre Connelly, President
North America Pharmaceuticals, in February 2015 of her
intention to retire from GSK, her role was not replaced on the
CET; and, in addition
• Bill Louv, Senior Vice President, Core Business Services retired
as planned from GSK in 2015. His successor reports to the
CFO, but is not a member of the CET.
96 GSK Annual Report 2015
Board Committee Chairmen and membership changes
The refreshment of the Board has also led to the following orderly changes to our Board Committee membership.
Director
Committee membership
Appointment date
Retirement date
Sir Philip Hampton
Nominations Committee Chairman
Urs Rohner
Remuneration Committee member
Remuneration Committee Chairman
Lynn Elsenhans
Corporate Responsibility Committee Chairman
27 January 2015
1 January 2015
8 May 2015
8 May 2015
(member since 1 October 2012)
1 January 2016
Vindi Banga
Professor Sir Roy
Anderson
Audit & Risk, Remuneration and
Nominations Committee member
Corporate Responsibility Committee member
1 May 2016
Dr Jesse Goodman
Corporate Responsibility Committee member
1 May 2016
Sir Christopher Gent
Corporate Responsibility Committee Chairman,
Remuneration and Nominations Committee member
Tom de Swaan
Remuneration Committee Chairman,
Audit & Risk and Nominations Committee member
Jing Ulrich
Audit & Risk Committee member
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
7 May 2015
7 May 2015
7 May 2015
Board and committee changes
The ongoing refreshment of the Board has resulted in orderly
and planned changes in the composition of the Board and its
Committees during the year on the recommendation of the
Committee. These changes, including the planned retirements of
Dr Stephanie Burns, Sir Deryck Maughan, Dr Daniel Podolsky and
Hans Wijers from the Board at the close of the AGM in May 2016,
are set out below.
Board appointments and retirements
The refreshment of the Board has led to the following orderly
changes of Board members.
Director
Appointment date
Retirement date
Sir Philip Hampton
Urs Rohner
Vindi Banga
1 January 2015
1 January 2015
1 September 2015
Dr Jesse Goodman
1 January 2016
Sir Christopher Gent
Tom de Swaan
Jing Ulrich
Dr Stephanie Burns
Sir Deryck Maughan
Dr Daniel Podolsky
Hans Wijers
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
7 May 2015
7 May 2015
7 May 2015
5 May 2016
5 May 2016
5 May 2016
5 May 2016
Board composition and diversity
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, insurance 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.
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.
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 by a
diversity of personal attributes, including character, intellect, sound
judgement, honesty and courage.
The Committee is responsible for developing measurable
objectives to support the implementation of the Board’s diversity
policy, including gender, and monitoring progress towards the
achievement of these objectives. In terms of the balance of Board
gender diversity, we exceeded the target of at least 25% by 2013
that we had set ourselves in May 2011 and our current female
Board level representation stands at 27%. We have noted Lord
Davies’ new target to increase female board representation to at
least 33% by 2020 as set out in his ‘Women on Boards: Five Year
Summary’ report published in October 2015.
We also have a good representation of women in management
positions which is illustrated on page 47 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, Egon Zehnder and Korn
Ferry, who have signed up to the Voluntary Code of Conduct for
Executive Search Firms on gender diversity and best practice.
Committee evaluation
The Committee’s annual evaluation was internally facilitated by
the Company Secretary on behalf of the Committee Chairman, and
supplemented by a questionnaire circulated to Committee
members. It was concluded that the Committee continued to
operate effectively.
In terms of enhancements to the Committee’s work it was agreed
that more focus should be directed to forward planning for
executive succession. Replenishment of the Board in anticipation
of Directors rotating off the Board would also be a key priority.
GSK Annual Report 2015 97
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Corporate governance
continued
Corporate Responsibility Committee Report
Lynn Elsenhans
Corporate Responsibility
Committee Chairman
Dear Shareholder
I would like to thank my predecessor, Sir Christopher Gent, for
his strong leadership of the Committee over the last 10 years,
which under his stewardship has overseen the development and
refinement of GSK’s CR Principles into our current Responsible
Business Commitments. In addition, the Committee has acted as
custodian of the policies and practices that define and safeguard
the reputation of the company. As the new Chair of the Committee
I will seek to build on his legacy as the Committee continues to
challenge and shape the company’s responsible business agenda.
The Committee members bring a wide range of experience and
insight from across different sectors to provide oversight of the
company’s responsible business opportunities and risks. This has
been invaluable in relation to the Committee’s assessment of the
corporate responsibility challenges of integrating the Novartis
assets the company acquired during a year of substantial change.
I have been particularly pleased that the work of the Committee
this year has focused on issues that are material to GSK’s mission,
strategy and values. Much of our discussions have focused on how
the company seeks to balance the need for a return on investment
for innovation with the need to price its products appropriately to
drive access for a broad range of patients. In addition, we have
considered the ways in which GSK continues to build its
commitment to operating transparently and with integrity through
its commercial model transformation.
I am also pleased that we continue to enjoy positive engagement
with investors on our Responsible Business Commitments which
have included, in particular, a focus on our approach to addressing
Anti-Bribery and Corruption (ABAC) issues from a reputational
perspective, the changes to how we sell and market our medicines
to healthcare professionals, access and innovation, and clinical
trials transparency disclosures.
Lynn Elsenhans
Corporate Responsibility Committee Chairman
16 March 2016
Membership
The membership of the Committee, together with appointment
dates and attendance at meetings, is set out below:
Members
Committee member since
Lynn Elsenhans
(Chairman from 8 May 2015)
1 October 2012
Dr Stephanie Burns
Dr Daniel Podolsky
Hans Wijers
6 December 2007
1 July 2006
10 October 2013
Sir Christopher Gent*
9 December 2004
Attendance at
full meetings
during 2015
3/3
3/3
3/3
3/3
1/1
* Sir Christopher Gent (who served as Committee Chairman to 7 May 2015)
retired from the Board on 7 May 2015.
Professor Sir Roy Anderson and Dr Jesse Goodman have been
appointed to the Committee with effect from 1 May 2016.
The Company Secretary is Secretary to the Committee and
attends all meetings. Other attendees at Committee meetings
may include:
Attendee
Chief Executive Officer
Company Chairman
Chairman, Global Vaccines
General Counsel
Head of Communications & Government Affairs
Head of Pharmaceuticals
Head of Pharmaceuticals R&D
Head of Human Resources
Head of External & Market Communication
Head of Global Corporate Responsibility
Other Executives
Independent external corporate
responsibility adviser
Regular
attendee
Attends
as required
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
Independent External Corporate Responsibility Adviser
To augment our engagement with stakeholder opinion, in May 2013,
Sophia Tickell was appointed as an independent external adviser to
the Committee, a position that she had previously held 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.
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.
98 GSK Annual Report 2015
Main responsibilities
The main responsibilities of the Committee are set out on page 82.
• Our people: enabling our people to thrive and develop
as individuals to deliver our mission
The Committee has a rolling agenda and receives reports from
members of the CET and senior managers to ensure that progress
in meeting our Responsible Business Commitments 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 planet: growing our business while reducing our
environmental impact across the value chain.
In addition, at each meeting the Committee considers possible
emerging issues that may have a bearing on the Company’s
reputation of interaction with its stakeholders. The Committee
also reviews and approves the Responsible Business Supplement
which is available for reference on www.gsk.com/responsibility.
Work of the Committee during 2015
During 2015, the Committee focused its core remit on the matters set out below, and in doing so, the reports it received highlighted
the evolving challenges in these areas including, in particular, the impact of the Novartis transaction.
CR Focus area
Health for all
Committee’s area of focus during 2015
• Flexible and open R&D approach for diseases of the developing world and other areas of great medical
need, such as antibiotics and dementia.
• GSK’s approach to pricing, in particular how to balance returns for investment in innovation alongside
the need to support access to medicines.
• Vaccines strategy to support global public health priorities, including pricing models, Malaria vaccine
and Ebola response.
Our behaviour
• Global incentive compensation program and selling competency model.
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• Changes to how GSK engages with healthcare professionals.
• Further embedding values-based decision making in the organisation, including training and
compliance.
• Progress on work to align Third Parties with GSK’s standards and expectations
• Conduct and public disclosure of clinical research, transparency of detailed data behind trial results
and patient safety
• Replacement, refinement and reduction in use of animals in research and development
Our people
• Organisational change and employee relations
• Inclusion and diversity
• Leadership, development and approach to performance management
• Employee health, safety and wellbeing
• Insights from the staff survey
• Employee health, safety and wellbeing
Our planet
• Environmental performance across carbon, water and waste impacts
Committee evaluation
The Committee’s annual evaluation was internally facilitated by the Company Secretary, and supplemented by a questionnaire
circulated to Committee members on behalf of the Committee Chairman. It was concluded that the Committee continued to operate
effectively. In terms of enhancements to the Committee’s deliberations it was agreed that the Committee would on a regular basis
look to take a more advanced long-term perspective on how the company may be impacted by the external environment.
GSK Annual Report 2015 99
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The Nominations Committee reviewed the register of potential
conflict authorisations in January 2016 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 Company has an agreed procedure for Directors to take
independent legal and/or financial advice at the company’s
expense where they deem it necessary.
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 2015 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 in the full version of the company’s remuneration policy report
which is available at www.gsk.com in the Investors section.
Corporate governance
continued
Directors
Our Directors’ powers are determined by UK legislation and our
Articles of Association, which contain rules about the appointment
and replacement of Directors. 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.
A Director may cease to be a Director if he or she:
• becomes bankrupt
• ceases to be a Director by virtue of the Companies
Act or the Articles
• suffers mental or physical ill health and the Board resolves
that he or she shall cease to be a Director
• 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
• is prohibited from being a Director by law
• resigns, or offers to resign and the Board accepts that offer
• is required to resign by the Board
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. 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 regularly review any potential or actual conflict
authorisations, which are recorded by the Company Secretary
and noted by the Board. Directors are not counted in the quorum
for the authorisation of their own actual or potential conflicts.
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.
100 GSK Annual Report 2015
Directors continued
Directors’ Report
For the purposes of the UK Companies Act 2006, the Directors’
Report of GlaxoSmithKline plc for the year ended 31 December
2015 comprises pages 73 to 101 of the Corporate Governance
Report, the Directors’ Responsibility Statements on pages 130
and 211 and pages 231 to 258 of Investor Information. The
Strategic report sets out those matters required to be disclosed
in the Directors’ Report which are considered to be of strategic
importance to the company, as follows:
• risk management objectives and policies (pages 16, 17
and 72)
• likely future developments of the company (throughout the
Strategic report)
• research and development activities (pages 18 to 31)
• diversity and inclusion (page 47)
• provision of information to, and consultation with, employees
(page 46)
• carbon emissions (page 48)
The following information is also incorporated into the
Directors’ Report:
Interest capitalised
Location in Annual Report
Financial statements,
Notes 17 and 19
Publication of unaudited financial information Group financial review, page 51
Details of any long-term incentive schemes
Remuneration report
Waiver of emoluments by a Director
Not applicable
Waiver of future emoluments by a Director
Not applicable
Non pre-emptive issues of equity for cash
Not applicable
Non pre-emptive issues of equity for cash
by any unlisted major subsidiary undertaking
Not applicable
Parent company participation in a placing
by a listed subsidiary
Provision of services by a controlling
shareholder
Not applicable
Not applicable
Shareholder waiver of dividends
Shareholder waiver of future dividends
Financial statements,
Notes 15 and 42
Financial statements,
Notes 15 and 42
Agreements with controlling shareholders
Not applicable
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 the Board of Directors on
16 March 2016 and signed on its behalf by:
Philip Hampton
Chairman
16 March 2016
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GSK Annual Report 2015 101
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Remuneration report
Chairman’s annual statement
Dear Shareholder
Following the 2015 AGM, I succeeded Tom de Swaan as Chair of
the Remuneration Committee (the ‘Committee’), and I am pleased
to present to you our Remuneration Report for 2015. I would also
like to take this opportunity to thank Tom on behalf of the
Committee for his leadership during his time as its Chairman.
Remuneration decisions in respect of 2015
2015 marked further substantial progress against our strategy of
creating a balanced group of three world leading businesses in
Pharmaceuticals, Vaccines and Consumer Healthcare, with a clear
aim to deliver growth and improve returns to shareholders. The
Group is in a strong position to succeed as a long-term business
with global scale and less exposure to risk and volatility. In the past
year, we have accelerated new product sales growth, integrated the
new businesses in Vaccines and Consumer Healthcare and
restructured our Pharmaceuticals business. Our financial results
were ahead of the guidance set out towards the start of the year,
and we believe we are well positioned to return to Core earnings
per share growth in 2016.
Against this background, the key decisions made by the
Committee in respect of 2015 remuneration were as follows:
• The bonus outcomes for the Executive Directors were
determined by reference to performance against the agreed
financial measures, as well as the Committee’s assessment
of their individual performance. GSK achieved performance
in excess of the relevant financial targets for the year. The
improved performance for 2015, together with the assessment
of individual performance and contribution, resulted in bonus
awards for 2015 which were ahead of the previous year. I would
draw shareholders’ attention to the detailed disclosure in the
following report of our annual bonus plan and of the bonuses
earned. We have further enhanced the reporting of our annual
bonus plan and of the bonuses to be paid, to help shareholders
understand how these awards were earned. I hope that
shareholders will join me in welcoming these enhanced
disclosures.
• Vesting of the 2013 Performance Share Plan and Deferred
Annual Bonus Plan awards was based on the agreed measures
of relative TSR, adjusted free cash flow, R&D new products
and business diversification performance, each over the three
years to 31 December 2015. The overall vesting level achieved
for the 2013 LTI awards was 37.75%. Further details of that
achievement are also presented in the following report.
The Committee believes that significant shareholdings remain a key
mechanism for aligning the personal interests of our executives with
the interests of long-term shareholders. Sir Andrew’s shareholding
is over 10 times his base salary in GSK shares, which is well in
excess of his share ownership requirement of four times his base
salary.
As disclosed in our 2014 Remuneration Report, the setting of
adjusted free cash flow and R&D new product targets for LTI
awards granted in 2015 was delayed pending the completion
of the Novartis transaction. Targets for these awards were
agreed and details of the adjusted free cash flow target were
communicated via a stock exchange announcement on 31 July
2015. Given the significance of the transaction, the Committee
also considered the impact of the changes on targets for the
outstanding 2013 and 2014 LTI awards. The key principle was
to ensure that the incentives continued to operate as originally
intended. The Committee has focussed on ensuring that the stretch
of performance targets was retained and that incentives continued
to measure performance against the strategic objectives originally
identified at grant. Details of the decisions reached are set out
in the following report.
Agenda for 2016
No material changes to executive remuneration are proposed
for 2016. The Committee decided that salary levels for Executive
Directors would be increased by 2.5% effective 1 January 2016.
This is consistent with the salary increase budget for our broader
employee populations in the UK and US. Given that our
Remuneration Policy will expire at our 2017 AGM, this year the
Committee will be undertaking a review of GSK’s remuneration
arrangements. As part of this review we will continue our regular
dialogue with shareholders and will hold our annual meetings
with GSK’s largest investors later in the year to listen to their views
and feedback. Meanwhile, if any shareholders have any feedback
on our current remuneration arrangements, or views on where
we should focus the review, please do not hesitate to pass
those comments for my attention to our Company Secretary,
Victoria Whyte.
AGM
Finally, I would like to thank shareholders for their input and
engagement during my first year as Chairman of the Committee
and I welcome all shareholders’ feedback on this report. We look
forward to receiving your support for our 2015 Remuneration
Report at our AGM on 5 May 2016.
Urs Rohner
Remuneration Committee Chairman
16 March 2016
102 GSK Annual Report 2015
Annual report on remuneration
Executive Directors’ remuneration summary
Remuneration principles and policy
Principles
Policy
The Committee believes in pay for performance and that Executive Directors’ remuneration should be designed to promote
the long-term success of the company. The Committee seeks to ensure that performance-related elements of the Executive
Directors’ remuneration are transparent, stretching and rigorously applied.
The Committee considers the company’s shareholder approved remuneration policy, our Executive Directors’ pay
comparator groups and pay levels for the wider employee population of the Group when determining the total individual
pay packages of the Executive Directors. The balance between the fixed, short-term variable and long-term variable
elements of pay is carefully reviewed, with overall packages weighted heavily towards the latter to closely align Executive
Directors’ interests with those of shareholders.
The table below summarises how the Committee sets each element of the remuneration packages for our Executive Directors.
Fixed Pay
Base salary
Salaries are reviewed annually, supported by data from relevant comparator groups, taking into account the
Executive Director’s role, experience and performance as well as the average increases for the broader GSK
workforce. Salary levels in respect of 2016 are as follows: Sir Andrew Witty – £1,114,500; Simon Dingemans –
£735,600 and Dr Moncef Slaoui – $1,242,100.
Other benefits
Principally healthcare, car, personal financial advice, life assurance, assignment and travel expenses.
Pension
UK Executives
US Executives
Sir Andrew Witty, who joined the group in 1991, and certain other UK Executives are members of legacy final salary
plans, which have been closed to new entrants since 2001. From 2013, increases in pensionable earnings have
been limited to 2% per annum. Otherwise, GSK operates a defined contribution plan for UK Executives. Simon
Dingemans is not a member of a plan for pension contributions but instead receives cash in lieu of contributions.
GSK operates the Cash Balance Pension Plan, and the GSK 401(k) Plan, a savings scheme. The Supplemental
Cash Balance Pension Plan and the Executive Supplemental Savings Plan (ESSP), a savings scheme, are open to
Dr Moncef Slaoui and certain other US Executives to accrue benefits above US Government limits imposed on the
401(k) Plan and the Cash Balance Pension Plan.
Pay for performance
Safeguards
and risk
management
The company has long standing clawback and malus arrangements under its LTI and bonus plans for Executive
Directors and other Executives that enable the company to recover sums paid or withhold the payment of any
sum, on the occurrence of a triggering event (e.g. significant misconduct by way of violation of regulation, law, or a
significant GSK policy, such as the Code of Conduct).
105
105
106
106
113
107
Annual bonus
The target and maximum bonus opportunities
for the Executive Directors are as follows:
Target Maximum
% of
salary
% of
salary
CEO
CFO
Chairman, Global Vaccines
125
80
85
200
180
200
Deferred
Annual
Bonus Plan
(DABP)
Individuals must defer 25%, and may defer
up to a total of 50%, of any bonus earned.
Deferred bonuses may be matched up to
one-for-one subject to performance criteria.
Performance
Share Plan
(PSP)
The performance share awards for the
Executive Directors are as follows:
% of salary
CEO
CFO
Chairman, Global Vaccines
600
400
500
• The majority of the bonus is based on achievement of
challenging financial targets (core Group/business unit
operating profit and core Group profit before interest and tax)
as agreed by the Board and the Committee
• Individual performance against pre-determined personal
objectives
• PSP and DAPB matching awards are based on the following
three equally weighted performance measures over a three-
year period:
109
to
110
– R&D new product performance*;
– Adjusted free cash flow*; and
– Relative TSR+.
* 25% vests at threshold, rising to 100% for stretching
performance exceeding the set threshold by a
specified margin.
+ Against a comparator group comprising GSK and nine
other pharmaceutical companies based on a vesting
schedule of 30% vesting at median, rising to 100%
vesting for upper quartile performance.
• PSP awards are subject to a three-year performance period
and an additional two-year vesting period.
109
to
110
GSK Annual Report 2015 103
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Annual report on remuneration
continued
Total remuneration for 2015 (audited)
Salary
Benefits
+
Pension
+
Annual
bonus
Value earned
from long-term
incentive
awards
Total
remuneration
=
A. Fixed pay
B. Pension
C. Pay for performance
The total remuneration for 2015 for each Executive Director is set out in the table below:
Sir Andrew Witty,
CEO
Simon Dingemans,
CFO
Dr Moncef Slaoui,
Chairman, Global Vaccines
2015
£000
% of
total
2014
£000
% of
total
2015
£000
% of
total
2014
£000
% of
total
2015
$000
% of
total
2014
$000
% of
total
1,087
110
1,087
70
718
82
718
79
1,212
545
1,212
571
1,197 18%
1,157 30%
800 25%
797
43%
1,757
24%
1,783
41%
458
7%
671
17%
144
5%
144
8%
1,316(3) 18%
365
8%
2,175
917
989
446
1,632
1,108
A. Fixed pay
Salary
Benefits
Total fixed pay
B. Pension
C. Pay for performance
Annual bonus – including the
amount deferred
Value earned from LTI awards:
Matching awards under Deferred
Annual Bonus Plan(1)
Performance Share Plan
Total value earned from LTI awards
2,831
194
2,637
122
1,035
1,157
73
1,160
1,233
72
398
470
274
2,345
2,619
144
939
1,083
Total pay for performance
5,006 75%
2,074 53%
2,222 70%
916
49%
4,251
58%
2,191
51%
Total remuneration(2)
6,661
3,902
3,166
1,857
7,324
4,339
Deferral of 2015 annual bonus
Amount of bonus deferred
Number
of shares
%
25
£000
544
%
50
£000
494
Number
of shares
%
50
$000
816
Number
of ADS
Number of shares or ADS purchased
40,003
36,381
20,854
Full details of each of the elements of ‘Total remuneration’ above are given on the following pages of this report.
Fixed Pay
Pension
Pay for performance
Base salary
Pages 105 and 111
Page 106
Annual bonus
Pages 107, 108 and 111
Other benefits Pages 105 and 111
Value earned from LTI awards
Pages 109, 110 and 119 onwards
Notes:
(1) Please note that the 2014 values shown differ from those disclosed in the 2014 Annual Report as the DABP value was based on an
estimated vesting price of £14.14/$44.76. This has now been valued based on a fair market value of £15.60/$46.73; the closing share
prices from the business day prior to the vesting date.
(2) The Committee may in specific circumstances, and in line with stated principles, apply clawback/malus, as it determines appropriate.
Following due consideration by the Committee, there has been no recovery of sums paid (clawback) or reduction of outstanding
awards or vesting levels (malus) applied during 2015 in respect of any of the Executive Directors.
(3) The difference in the 2015 and 2014 pension values for Dr Slaoui is due to movements in the interest rate assumption (IRA) used in the
projection to age 65. The IRA had decreased from 2013 to 2014 but then increased slightly from 2014 to 2015.
104 GSK Annual Report 2015
Total remuneration
Fixed pay (audited)
The following sections provide details of each element of ‘Total
remuneration’, including how the Committee implemented the
approved remuneration policy in 2015 and how it will be applied
in 2016.
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
Global pharmaceutical
comparator group
France
Sanofi
Switzerland
Novartis
UK
US
Roche Holdings
AstraZeneca
AbbVie*
Amgen*
Salary
The table below sets out the base salaries of the Executive
Directors over the last two years and for 2016.
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
Base salary
2016
%
change
2014
2.5% £1,114,500 £1,087,300 £1,087,300
2.5%
£717,700
2.5% $1,242,100 $1,211,800 $1,211,800
£735,600
£717,700
2015
Benefits (audited)
The following table shows a breakdown of the grossed up cash
value of the benefits received by the Executive Directors in 2015
and 2014.
Sir Andrew
Witty
Simon
Dingemans
Dr Moncef
Slaoui
2015 benefits
£000
£000
Diageo
Reckitt Benckiser
Rio Tinto
Royal Dutch Shell
SAB Miller
Tesco
Unilever
Vodafone
Bristol-Myers Squibb
Employee benefits (1)
Eli Lilly
Johnson & Johnson
Merck & Co
Pfizer
Travel(2)
Other benefits (3)
Total 2015 benefits
2014 benefits
Employee benefits (1)
Travel(2)
Other benefits (3)
Total 2014 benefits
26
48
36
110
20
42
8
70
29
39
14
82
24
42
13
79
$000
216
86
243
545
136
105
330
571
* Amgen and AbbVie are included for remuneration benchmarking, but
are not included in the TSR comparator 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:
Director
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
Primary pay comparator group
Global
pharmaceutical
UK
cross-industry
(cid:22)
(cid:22)
(cid:22)
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 remuneration 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.
(1) Employee benefits include all employee share plans, healthcare, car
allowance, personal financial advice, and life assurance/death in
service.
(2) Travel expenses include car, travel and spouse/partner costs
associated with accompanying the director on GSK business,
which are deemed to be taxable benefits on the individual.
(3) 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 Dr Slaoui, this includes UK accommodation of $225,806 in
2015 ($326,610 in 2014).
GSK Annual Report 2015 105
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Annual report on remuneration
continued
Pension (audited)
Pension arrangements
Sir Andrew
Witty
Sir Andrew Witty is a member of the Glaxo Wellcome defined benefit pension plan, which 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. Since 1 April 2013, pensionable earnings increases have been 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 his employee benefits on page 105.
Dr Moncef
Slaoui
Dr Slaoui is a member of the Cash Balance Pension Plan and the Supplemental Cash Balance Pension Plan which provides for
an Executive Pension Credit. GSK makes annual contributions to Dr 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. He was an active member of the Belgium AG
Insurance (ex-Fortis) Plan (Belgian 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 Slaoui is also a member of the 401(k) plan open to all US employees and the ESSP, a savings scheme open to executives to accrue
benefits above US government limits imposed on the 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 DABP.
The following table shows the breakdown of the pension values set out on page 104.
Pension remuneration values
UK defined benefit
US defined benefit
Belgian defined benefit
Employer cash contributions
Member contributions to
defined benefit plans
Total pension remuneration value
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
2015
£000
472
–
–
–
(14)
458
2014
£000
703
–
–
–
(32)
671
2015
£000
–
–
–
144
–
144
2014
£000
–
–
–
144
–
144
2015
000
–
$1,191
€51
$68
–
$1,316
2014
000
–
$157
€58
$131
–
$365
a) The pension remuneration figures have been calculated in accordance with the methodology set out in The Large and Medium-sized
Companies and Group (Accounts and Reports) (Amendment) Regulations 2013 (Remuneration Regulations). In calculating the defined benefit
pension values for 2015, the difference between the accrued pension as at 31 December 2015 and the accrued pension as at 31 December
2014 increased by inflation (1.2% for UK defined benefit, 0.5% for US defined benefit, 0.5% for Belgian 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 1.12 for 2015 and 1.33 for 2014.
b) For Sir Andrew, further details regarding the 2015 pension values are set out in the table below.
Sir Andrew Witty
UK – Funded
UK – Unfunded
Total
Accrued pension as at
31 December 2015 (£ p.a.)
71,648
644,459
716,107
Accrued pension as at
31 December 2014 (£ p.a.)
70,810
613,521
684,331
Pension remuneration
value for 2015 (£000)
–
472
472
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 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 2015 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 December 2015 (p.a.)
$14,473
$396,297
€91,000
–
Accrued pension as at
31 December 2014 (p.a.)
$12,310
$337,157
€88,000
–
Pension remuneration
value for 2015 (000)
$42
$1,149
€51
$68
$1,316
Dr 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 2006 and then Chairman, Global Vaccines in 2014. During this time, he has built up pensionable
service in the Belgian Plan, the Cash Balance and Supplemental Pension Plans. Annual employer cash contributions were made to the 401(k) Plan
and ESSP. His current pension entitlement is a product of his service and progression within GSK. The difference in the 2015 and 2014 pension
values is due to movements in the interest rate assumption (IRA) used in the projection to age 65. The IRA had decreased from 2013 to 2014 but
then increased slightly from 2014 to 2015.
106 GSK Annual Report 2015
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 (IPM).
The IPM is set by the Committee taking into account performance against individual objectives. The multiplier may be set between
0% and 150%. Generally, in a year when an Executive Director has performed strongly against all of his objectives, it would be
expected that they would receive an IPM towards the top of that range.
For 2015, the annual bonus was based on the following financial measures and weightings.
2015 performance
against targets
Weighting
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
2015 performance
Target
Outcome
Core Group operating profit
Core Group PBIT
Vaccines performance
75%
75%
–
25%
25%
25%
–
–
75%
£6,092 million
£6,405 million
£5,885 million
£6,224 million
£850 million
£896 million
The core Group operating profit and core Group PBIT targets and outcomes for the purpose of annual bonuses differ from core Group
operating profit and PBIT disclosed elsewhere in this Annual Report primarily because both the target and outcome numbers are
calculated applying GSK budget exchange rates and not actual exchange rates. The core Group operating profit measure excludes
corporate costs, but these costs are included in core Group PBIT.
The following table shows actual bonuses earned compared to opportunity for 2015 and 2014.
Bonus
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
2015
Base salary
£/$000
£1,087
£718
$1,212
Bonus opportunity
Total bonus
Bonus earned
Target
(% of salary)
Maximum
(% of salary)
2015
(% of salary)
2014
(% of salary)
125%
80%
85%
200%
180%
200%
200%
138%
135%
84%
62%
91%
2015
£/$000
£2,175
£989
$1,632
2014
£/$000
£917
£446
$1,108
The table below sets out the matters which the Committee considered in respect of the financial measures and weightings set for the
Executive Directors.
Financial performance
Core Group
operating profit
and core Group
profit before
interest and tax
Vaccines
performance
Group turnover increased 6% CER on a reported basis to £23,923 million and 1% CER on a pro-forma basis. Core
Group operating profit and core Group profit before interest and tax were ahead of targets set for 2015. Profits benefited
from the acceleration in sales of new products together with cost savings released by the Group’s restructuring and
integration programmes. Offsetting these benefits were declines in sales of Seretide/Advair, lower sales of Established
Products and the investments made to support the new product launches. The short-term dilution of the Novartis
transaction together with an adverse comparison to 2014, which included an SG&A credit, also impacted core operating
profit in 2015. Excluding both of these, the core operating margin declined 0.2 percentage points.
Vaccines sales were £3,675 million, up 19% CER and up 3% on a pro-forma basis in 2015. The pro-forma growth was
primarily driven by Bexsero sales in Europe and strong Rotarix, Fluarix/FluLaval and Boostrix sales in the US. Vaccines
operating profit was £966 million, down 9% CER primarily reflecting inclusion of the cost base acquired from the former
Novartis vaccines business. On a pro-forma basis, Vaccines operating profit was up 7%. Substantial progress was made
on the integration of the acquired business in 2015. Initial restructuring and integration benefits helped to deliver an
improvement of 0.8 percentage points in the pro-forma core operating margin of 26.4% on a CER basis in 2015.
GSK Annual Report 2015 107
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Annual report on remuneration
continued
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Pay for performance continued
The table below sets out the matters which the Committee considered in respect of the individual objectives set for each Executive Director.
Personal performance
Sir Andrew Witty
Sir Andrew successfully delivered on a number of key strategic priorities for the Group including:
• Completing the highly complex Novartis transaction to create a Group of three world-leading businesses in
Pharmaceuticals, Vaccines and Consumer Healthcare.
• Significant progress on integration of new businesses into Vaccines and Consumer Healthcare; integration ahead
of schedule with £1 billion of incremental cost savings delivered for costs of £1.9 billion. On track to deliver
£3 billion of annual savings by the end of 2017.
• Restructuring of the Pharmaceuticals business including commercial reorganisation in the US.
• Accelerating new product performance with sales of £2 billion in 2015 and revised expectation to achieve target
of £6 billion in annual sales of new products by 2018, two years ahead of previous plan.
• Core EPS of 75.7p, ahead of financial guidance of high teens decline.
• Profiling innovative R&D portfolio of approximately 40 assets focused on Oncology, Immuno-Inflammation,
Vaccines, Infectious, Respiratory and Rare diseases. Portfolio is expected to deliver multiple, significant milestones
in the next 24 months.
• Worldwide implementation of business model changes covering sales force incentivisation and HCP interactions.
• Successful progress on delivery of responsible business commitments with notable advances in access to
medicines and approval of new malaria vaccine.
• 2015 ordinary dividend of 80p together with special dividend of 20p to be paid from the net proceeds of the
Novartis transaction. Expectation to pay 80p full year ordinary dividend for 2016 and 2017.
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Simon Dingemans
Mr Dingemans delivered strong financial leadership for the Group in 2015:
• Restructuring and integration ahead of schedule with £1 billion of incremental cost savings delivered for costs of
£1.9 billion. On track to deliver £3 billion of annual savings by the end of 2017.
• Reduced net debt by £3.7 billion despite significant cash restructuring costs.
• 2015 core EPS of 75.7p, ahead of financial guidance of high teens decline.
• Effective core tax rate for the Group of 19.5%.
• Substantial progress made on deployment of new core business systems and supply chain improvements.
• 2015 ordinary dividend of 80p together with special dividend of 20p to be paid from the net proceeds of the
Novartis transaction. Expectation to pay 80p full year ordinary dividend for 2016 and 2017.
Dr Moncef Slaoui
Under Dr Slaoui’s leadership, the Vaccines business delivered strong performance against plan for 2015. Vaccines
sales grew 19% to £3.7 billion with the business benefitting from sales of newly acquired products, primarily the
meningitis portfolio (Menveo/Bexsero) in Europe and the US as well as strong sales growth from legacy GSK
vaccines such as Fluarix/FluLaval, Rotarix and Boostrix in the US.
Dr Slaoui also delivered a number of strategic priorities:
• Following the completion of the Novartis transaction in March 2015, Dr Slaoui led the effective integration of the
GSK and Novartis vaccines organisations.
• Accelerated commercialisation of the acquired portfolio, particularly the meningitis portfolio.
• Significant contribution to global public health agenda with extensive research and development progress on
candidate vaccines for malaria and Ebola.
• Led successful vaccines R&D organisation; successes through the year included positive Phase III trial success
for a candidate vaccine for Shingles.
108 GSK Annual Report 2015
Value earned from long-term incentives (LTIs)
2013 awards with a performance period ended 31 December 2015 (audited)
The Committee reviewed the performance of the PSP and DABP matching awards granted to Executive Directors against targets set in
2013. The performance achieved in the three years to 31 December 2015 and the vesting levels are set out in the table below.
The Committee previously provided estimates of vesting for 2013 awards in GSK’s 2013 and 2014 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. In line with the Committee’s agreed principles for each measure, actual performance against targets was reviewed
and adjustments made as appropriate to reflect the impact of the Novartis transaction on the business and to ensure that the vesting
outcome reflected genuine underlying business performance.
Performance
measures
and relative
weighting
R&D new
product
performance
(25%)
Business
diversification
performance
(25%)
Vesting
% of
maximum
% of
award
82%
20.5%
Performance targets and performance achieved
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
2011 to 2015 were included. Aggregate sales for the period were £6.19 billion.
The vesting schedule is shown below with straight-line vesting between these points. This
vesting schedule has been adjusted to exclude the impact of the Novartis transactions, i.e.
revenues from divested Oncology products were removed from the target and outcome for 2015
in determining performance. One acquired Vaccines product, Bexsero, was judged to meet the
condition of a ‘new product’ and has therefore been included in the target and outturn.
Maximum
Threshold
Target
£6.61bn
£6.01bn
£5.71bn
£5.41bn
% vesting
100%
75%
50%
25%
The target originally set for this element at the time of grant was based on aggregate revenues from
Vaccines, Consumer Healthcare and Emerging Markets, and Japan with the purpose of incentivising
and rewarding the growth of a globally diversified business.
69%
17.25%
The Remuneration Committee determined that the original target was not sustainable in light of the
transformational three-part transaction with Novartis. The Committee therefore reviewed both the
original target and performance in light of the additional sales from the acquired Vaccines business
and the Consumer Healthcare joint venture, and overall progress made towards the strategic goal of
diversification. The Committee noted several strong performances from business initiatives over the
period including in relation to Fluarix/Flulaval following the launch of the Quadrivalent formulation,
strong Emerging Market sales from products such as Synflorix and Rotarix, progress in Japan in
transitioning the respiratory portfolio to the new Ellipta portfolio, and the successful OTC switch of
Flonase in Consumer Healthcare. All of these factors have supported the Group’s ambition of
creating a long-term business with global scale and reduced exposure to risk and volatility,
consistent with the strategic targets identified at the start of the performance period.
It was subsequently determined that in light of the progress made during the performance period,
vesting for this element should be between threshold and maximum and that 69% of this element of
the award should vest.
Adjusted free
cash flow
performance
(25%)
The Adjusted Free Cash Flow (AFCF) vesting schedule which was disclosed at the time of grant
had a vesting threshold of £14.06 billion, and maximum vesting for achieving £16.66 billion.
0%
0%
During 2015, the Committee reviewed the target and vesting schedule in light of the completion
of the Novartis transaction and determined that it should be adjusted to reflect the impact of the
transactions and other restructuring. The adjusted vesting schedule is:
Maximum
Threshold
Target
£13.88bn
£13.28bn
£12.07bn
£11.71bn
% vesting
100%
75%
50%
25%
AFCF for the three years was £11.08 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. The threshold level of performance
was not met and this element therefore lapsed.
Relative TSR
performance
(25%)
GSK’s TSR rank position was 10th in the comparator group of ten pharmaceutical companies
(GSK and nine other companies) and this element therefore lapsed. The vesting schedule and
comparator group is as set out for the 2016 awards on page 112.
0%
0%
No adjustments were made to reflect the Novartis transaction.
Total vesting in respect of 2013 awards
37.75%
GSK Annual Report 2015 109
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Annual report on remuneration
continued
Update on performance of ongoing LTI awards
The Committee also reviewed the performance of the PSP and DABP matching awards granted to Executive Directors in 2014 and
2015. 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.
In line with the Committee’s agreed principles for each measure, these estimates of vesting include adjustments that will be required
to reflect the impact of the Novartis transaction on the business and to ensure that the outcome reflects genuine underlying business
performance. Further details on any adjustments made will be provided at the time of vesting.
2014 awards with a performance period ending 31 December 2016
Performance
measures
and relative
weighting
R&D new product
performance
(1/3rd)
Performance update
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. 2012-16. 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 two years ending 31 December 2015. Based on aggregate sales of new products for the two years, and based
on performance measure definitions, vesting is currently estimated to be around maximum.
Adjusted free
cash flow
performance
(1/3rd)
The Adjusted Free Cash Flow (AFCF) vesting schedule which was disclosed at the time of grant had a vesting threshold
of £13.68 billion, and maximum vesting for achieving £16.22 billion. During 2015, the Committee reviewed the target and
vesting schedule in light of the completion of the Novartis transaction and determined that it should be adjusted to reflect
the impact of the transactions and other restructuring.
The adjusted vesting schedule is: 25% (threshold) of the award vests for achieving AFCF of £10.92 billion, 50% for
achieving £11.26 billion, 75% for achieving £12.38 billion and 100% (maximum) for achieving £12.95 billion, with
straight-line vesting between these points. Based on AFCF for the two years ending 31 December 2015, and on
performance measure definitions, vesting is currently estimated to be below threshold.
Relative TSR
performance
(1/3rd)
For the period 1 January 2014 to 31 December 2015, GSK’s TSR rank position was 10th 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 2016 awards on page 112. If the ranking position remains at this level, vesting would be below
threshold.
Current estimate of potential total vesting for 2014 awards
Between 25% and 50% vesting
2015 awards with a performance period ending 31 December 2017
Performance
measures
and relative
weighting
R&D new product
performance
(1/3rd)
Adjusted free
cash flow
performance
(1/3rd)
Performance update
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. 2013-17. 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 ending 31 December 2015. Based on aggregate sales of new products for the year, and based
on performance measure definitions, vesting is currently estimated to be around maximum.
The Adjusted Free Cash Flow (AFCF) vesting schedule for the 2015 awards was determined following the completion of
the Novartis transaction and disclosed via an announcement to the Stock Exchange in July 2015.
In order to fully assess disciplined use of restructuring funds over the period 2015-2017, the Committee added back
planned restructuring costs for the period of £3.3 billion which are being separately funded from retained divestment
proceeds. In order to incentivise management to deliver the restructuring at or below those planned costs, any overspend
or underspend versus the £3.3 billion will then translate into an adjustment in determining adjusted free cash flow
performance relative to target.
The vesting schedule for this award is: 25% (threshold) of the award vests for achieving AFCF of £11.5 billion, 50% for
achieving £11.9 billion, 75% for achieving £13.0 billion and 100% (maximum) for achieving £13.6 billion, with straight-line
vesting between these points. Based on AFCF for the year, and on performance measure definitions, vesting is currently
estimated to be between threshold and maximum.
Relative TSR
performance
(1/3rd)
For the period 1 January 2015 to 31 December 2015, GSK’s TSR rank position was 10th 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 2016 awards on page 112. If the ranking position remains at this level, vesting would be below
threshold.
Current estimate of potential total vesting for 2015 awards
Between 50% and 75% vesting
110 GSK Annual Report 2015
Executive director remuneration in 2016 (audited)
Salary
For 2016, the average salary increase budget for employees below the level of the CET will be approximately 2.5% in both the UK and
the US. The Committee decided to increase Executive Directors’ salaries by 2.5% for 2016.
Benefits
No significant changes to the provision of benefits are proposed for 2016. For full details of the policy in relation to benefits, please
refer to the 2014 remuneration policy on www.gsk.com in the Investors section.
2016 operation of annual bonus plan
No changes are proposed to the operation of the annual bonus plan for 2016. 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 as it may result in competitive harm. However, details of performance achieved will be disclosed in the 2016 Annual Report.
2016 long-term incentive awards
The levels of participation in the Deferred Annual Bonus Plan (DABP) in respect of 2014 and 2015 for the Executive Directors are
shown in the table below, together with the maximum matching awards granted in 2016 in respect of the deferrals of 2015 bonuses.
The table below shows Performance Share Plan (PSP) award levels for 2015 and 2016 for each Executive Director. DABP matching
awards and PSP awards are both subject to performance and continued employment.
DABP matching awards
PSP awards
2016
Matching
award
40,003 shares
36,381 shares
20,854 ADSs
2015
2014
% of total bonus deferred
into shares or ADS
2016
Award
2016
Award level as % of
base salary
2015
Award level as % of
base salary
25%
50%
50%
50%
50%
50%
492,052 shares
216,512 shares
158,714 ADSs
600%
400%
500%
600%
400%
500%
Sir Andrew Witty
Simon Dingemans
Dr Moncef Slaoui
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Performance targets for 2016 awards
The 2016 performance targets and vesting schedules are set out in the table on page 112. Measures linked directly to strategy are
commercially sensitive. In particular, the Committee does not consider it appropriate to disclose the target range for R&D new product
performance at grant, as it may result in competitive harm. However, the target range will be disclosed in full in GSK’s 2018 Annual Report
at the end of the performance period, together with details of the extent to which targets have been met. The Committee will provide
updates on estimated vesting against targets during the performance period.
GSK Annual Report 2015 111
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Annual report on remuneration
continued
Executive director remuneration in 2016 continued
2016 awards with a performance period ending 31 December 2018
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. This
revenue target is based on new product sales to incentivise better
R&D performance and commercialisation. New products are defined as
products launched in the performance period and the two preceding
years. Therefore, for the 2016-2018 performance period, products
launched in the years 2014-2018 will be included in the target.
Performance
(% of threshold)
Maximum
Threshold
122%
100%
% vesting
100%
25%
The use of cash flow as a performance measure is intended to
recognise the importance of effective working capital management and
of generating cash to fund the Group’s operations, investments, and
ordinary dividends to shareholders. The free cash flow target represents
the operating profit of the business adjusted for non-cash items after
deducting the cost or benefit of working capital, capital expenditure
and taxation, and after adding back planned restructuring costs for the
period of £2.3 billion which are being separately funded from retained
divestment proceeds. In order to incentivise management to deliver
the restructuring at or below those planned costs, any overspend or
underspend versus the £2.3 billion will then translate into an adjustment
in determining adjusted free cash flow performance relative to target.
The adjustments to free cash flow, used to set the target for the
purpose of the performance measure, include legal settlements, special
pension contributions, foreign exchange, divestments and acquisitions.
The measure post-adjustment is the “adjusted free cash flow”.
Maximum
Threshold
Adjusted free
cash flow
£13.8 billion
% vesting
100%
£13.2 billion
£12.0 billion
£11.6 billion
< £11.6 billion
75%
50%
25%
0%
Relative TSR
performance
(1/3rd)
Focuses on the 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.
TSR ranking
within comparator
group1
% vesting
Maximum
1st, 2nd, 3rd
100%
Threshold2
4th
5th
Median
6th to 10th
72%
44%
30%
0%
1 TSR comparator group: AstraZeneca, Bristol-Myers Squibb,
Eli Lilly, GSK, 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.
112 GSK Annual Report 2015
Other remuneration and performance disclosures
CEO Remuneration table
2015
£000
2014
£000
2013
£000
2012
£000
2011
£000
2010
£000
2009
£000
6,661 3,902 7,207 4,386 6,807 4,562
5,790
100% 42% 88% 44% 100% 59% 100%
37.75% 13.5% 31% 24% 70% (2)35% (2)35%
Single figure of
remuneration
Annual bonus
award(1)
(% of maximum)
Vesting of LTI
awards
(% of maximum)
(1) 2009 and 2010 bonus amounts include amounts paid under the
Operational Efficiency Bonus in place for those years. The overall
maximum bonus receivable was still subject to a limit of 200% of
base salary.
(2) In respect of the 2007 and 2008 PSP awards. Sir Andrew also had
outstanding awards over 195,500 and 525,000 share options,
granted in 2007 and 2008 respectively, 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.
Performance graph and table
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 seven-year period to 31
December 2015. 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.
220
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
31/12/14 31/12/15
GSK Total Return
GSK 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.
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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 2007.
Deferred Annual Bonus Plan
Performance Share Plan
Year of
grant
2007
2008
2009
2010
2011
2012
2013
Performance period
2007–2009
2008–2010
2009–2011/12
2010–2012/13
2011–2013
2012–2014
2013–2015
Total
vesting
%
n/a
n/a
n/a
30
40
13.5
37.75
Vesting
under
TSR
%
35
35
9
9
0
0
0
Vesting
under
adjusted free
cash flow
%
n/a
n/a
40
16
13
0
0
Vesting
under
R&D new
product
%
n/a
n/a
n/a
n/a
16
6.75
20.5
Vesting
under
business
diversification
%
n/a
n/a
n/a
n/a
11
6.75
17.25
Total
vesting
%
35
35
49
25
40
13.5
37.75
Share
Option Plan
Vesting
under
EPS
%
0
0
0
n/a
n/a
n/a
n/a
For the DABP, the 2010 awards were subject wholly to TSR performance and from 2011 awards were subject to the same performance measures
as PSP awards.
Malus and clawback policy
The company’s policy on malus and clawback is set out in the
company’s Remuneration policy report which is available at
www.gsk.com in the Investors section. The Committee has
jurisdiction on malus and clawback in respect of the executives.
In the event of a ‘triggering’ event (e.g. significant misconduct by
way of violation of regulation, law or significant GSK policy, such
as the 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. The Recoupment Committee exercises
this authority for the wider employee base. It is comprised of senior
executives with relevant oversight and appropriate experience,
including the Senior Vice President, Global Ethics and Compliance,
and the Senior Vice President & General Counsel.
From 1 January 2015, in respect of each financial year, the Committee
discloses whether it (or the Recoupment Committee) has exercised
clawback or malus.
Disclosure will only be made when the matter has been the subject of
public reports of misconduct, where it has been fully resolved, where
it is legally permissible to disclose and where it can be made without
unduly prejudicing the company and therefore shareholders. In line
with these disclosure guidelines, neither the Committee (nor the
Recoupment Committee) has exercised malus or clawback during
2015.
The Committee has determined that the release of some shares
under the LTI plans may be delayed in the case of leavers, to
reinforce the implementation of the malus and clawback policy.
Also, in the case of deferred bonus awards under the DABP
granted to executives who then retire or are made redundant, the
vesting of those awards will normally be delayed so that they vest
on their original timescales rather than vesting earlier at the end of
the year in which the termination date falls.
GSK Annual Report 2015 113
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Annual report on remuneration
continued
Other remuneration and performance disclosures continued
Other all-employee share plans
The Executive Directors participate in various all-employee share
plans, including ShareSave and ShareReward. The ShareSave
Plan is an 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 each
contribute the maximum of £250 a month into the ShareSave Plan.
The ShareReward Plan is an 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 the maximum of £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 published by the Investment
Association, which was formed following the merger of the IMA and
the ABI. 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 2015 is as follows:
All GSK employee share plans
Executive share plans
10%
10
08
06
04
02
0
3.05%
Actual
Limit
5%
2.77%
Relative importance of spend on pay
The table shows the percentage changes in the Group’s dividends
paid to shareholders, share buy-back and total employee pay.
Total employee pay
Dividends
Share buyback
2015
£m
8,030
3,874
–
2014
£m
7,520
3,843
238
% change
7
1
(100)
The figures in the table above are as set out on pages 141 and
155. Dividends declared in respect of 2015 were £3,871 million
(2014 – £3,865 million), i.e. an increase of 1%. Given the impact
of the sustained strength of Sterling on free cash flow, the
company suspended its share repurchase programme during
2014. Following the completion of the Novartis transaction, GSK
will return approximately £1 billion of the net proceeds by way of
a special dividend payable at the same time as the 2015 Q4
dividend. The special dividend is not included in the above
amounts. The company does not expect to make any ordinary
share repurchases in 2016.
Total employee pay is based on 101,192 employees, the average
number of people employed during 2015 (2014 – 98,702).
114 GSK Annual Report 2015
Percentage change in remuneration of CEO
Salary
Benefits
Annual bonus
Sir Andrew Witty
UK Employees
% change
% change
0%
57%
137%
1%
0%
38%
2015
£000
1,087
110
2,175
This reflects salary earned in, benefits received in and annual
bonus earned in respect of 2015 compared with 2014. For the
wider UK employee population, the salary increase includes the
annual salary review as well as any additional changes in the year,
e.g. on promotion. The increase in benefits for the CEO is not as a
result of a change to his benefit arrangements. UK employee
benefits are unchanged on the previous year as there have been
no changes to our benefit policies or levels. It does not reflect any
changes to the level of benefits an individual may have received as
a result of a change in role, e.g. promotion. The UK population was
considered to be the most relevant comparison as it most closely
reflects the economic environment encountered by the CEO.
External appointments for Executive Directors
The Board encourages Executive Directors to hold one external
directorship each once they have become established in their
roles, to broaden their experience and development, and help
increase the pool of Non-Executive Director candidates.
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 2015, Dr Moncef Slaoui did not receive any fees in relation
to his membership of the Qatar Biomedical Research Institute
Scientific Advisory Committee, as no meetings took place in the
period. He earned a $400 honorarium for attending a board
meeting of the Advisory Committee to the Director of National
Institute of Health. There are no other external appointments for
which he receives any remuneration. During 2015, Sir Andrew
Witty and Simon Dingemans did not hold any external
appointments for which they were remunerated.
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
18.06.08
Effective
date Expiry date
Notes
31.08.24 Contract amended
22.05.08
in 2010 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 in
2010, principally to
remove entitlement to
bonus on termination
Payments to past directors during 2015 (audited)
There were no payments to past directors during 2015.
Payments for loss of office during 2015 (audited)
There were no payments for loss of office to directors during 2015.
Overview of 2015 total pay
Summary of 2015 remuneration
The following shows a breakdown of total remuneration paid to Executive Directors in respect of 2014 and 2015.
CEO
CFO
Chairman, Global Vaccines
£8m
£7m
£6m
£5m
£4m
£3m
£2m
£1m
£0m
£8m
£7m
£6m
£5m
£4m
£3m
£2m
£1m
£0m
$8m
$7m
$6m
$5m
$4m
$3m
$2m
$1m
$0m
2014
2015
2014
2015
2014
2015
Fixed pay – salary, benefits and pension
Performance pay – annual bonus and LTIs earned
2015 annual bonus and 2013 LTI awards – summary of outcomes
The charts below illustrate:
• annual bonus outcomes for the financial year ending 31 December 2015; and
• vesting levels of the PSP and DABP matching awards that were granted to the Executive Directors in 2013 with performance
periods ending 31 December 2015. These awards were based on four equally weighted performance measures (R&D new
product performance, adjusted free cash flow, relative TSR and business diversification).
2015 financial performance
Maximum
Target
Threshold
2013 LTI outcomes
Business
diversification
25%
R&D
new products
25%
17.25%
20.5%
0%
0%
Core Group
Operating
Profit
Core Group
PBIT
Vaccines
Performance
Adjusted
free cash flow
25%
Relative
TSR
25%
Maximum performance target
Performance achieved
Award lapsed
Award vested
Executive Directors’ shareholdings (audited)
To align the interests of Executive Directors with those of
shareholders, they are required to build and maintain significant
holdings of shares in GSK over time. Executive Directors 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 as follows:
CEO
Other Executive Directors
Other CET members
Share ownership requirement
4x base salary
3x base salary
2x base salary
Current share ownership
CEO
CFO
Chairman, Global Vaccines
Base
salary
x2
x4
x6
x8
x10
x12
Current shareholdings are illustrated in the chart opposite.
SOR
31.12.2015 shareholding
GSK Annual Report 2015 115
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Annual report on remuneration
continued
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Remuneration governance
The Remuneration Committee
Remuneration Committee Chairman Urs Rohner joined the Board
and was appointed to the Committee on 1 January 2015. He was
appointed Committee Chairman with effect from 8 May 2015,
following the retirement of Tom de Swaan as Committee Chairman
and Non-Executive Director on 7 May 2015.
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 January 2016 to reflect best
practice and corporate governance developments.
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.
The Committee met six times in scheduled meetings during 2015,
with each member attending as follows:
Adviser to the Committee
The Committee has access to external advice as required. The
Committee carried out a formal review of the independent advisers
to the Committee in 2013. As a result of this review, the Committee
reappointed 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 updates on market practice
and legislative requirements. Deloitte’s fees for advice provided to
the Committee in 2015 were £138,130. 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 is satisfied that this does not compromise the
independence of the advice they have received from Deloitte.
Willis Towers Watson provided additional market data to the Committee.
Shareholder votes on remuneration matters
Committee
member since
Attendance at full
meetings during 2015
2015
AGM
Remuneration report
Total votes
cast (billion)
3.5
Total votes
for (%)
98.03
Total votes
against (%)
1.97
Votes
withheld
(million)
205
Votes
withheld
(million)
171
100
2014
AGM
Remuneration report
Remuneration policy
Total votes
cast (billion)
3.4
3.5
Total votes
for (%)
98.5
97.4
Total votes
against (%)
1.5
2.6
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 2015, at which
Urs Rohner, Committee Chairman, shared updates on remuneration
matters in the last 12 months and proposals for 2016 onwards.
In particular this covered proposed enhanced annual bonus
disclosures for inclusion in the 2015 Annual Report. In addition,
investors’ initial views were sought on the future development of
the approved Remuneration Policy in advance of the anticipated
submission by the company of a binding shareholder resolution to
approve a new Remuneration Policy at the 2017 AGM.
Committee evaluation
The Committee’s annual evaluation was internally facilitated by
the Company Secretary, and supplemented by a questionnaire
circulated to Committee members on behalf of the Committee
Chairman. It was concluded that the Committee continued to
operate effectively. In terms of enhancements to the Committee’s
deliberations it was agreed that the Committee would focus its
attention during 2016 on reviewing the company’s Remuneration
Policy.
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Members
Urs Rohner
(Chairman from 7 May 2015)
Vindi Banga
Dr Stephanie Burns
Judy Lewent
Sir Deryck Maughan
1 January 2015
1 January 2016
1 May 2013
1 January 2013
1 July 2012
Hans Wijers
10 October 2013
Sir Christopher Gent*
1 January 2007
Tom de Swaan*
(Chairman to 7 May 2015)
20 May 2009
6/6
0/0
6/6
6/6
5/6
5/6
3/3
3/3
*Sir Christopher Gent and Tom de Swaan retired from the Board on 7 May 2015.
In addition to the six scheduled meetings, the Committee met on
a quorate basis on three occasions to approve the formal grant of
long-term incentive awards to employees below the CET, and
address other LTI administrative matters.
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.
The Company Secretary is Secretary to the Committee and
attends all meetings. Other attendees at Committee include:
Attendee
CEO
CFO
Head of Human Resources
Head of Reward
Committee Adviser – Deloitte LLP
Regular
attendee
Attends as
required
(cid:22)
(cid:22)
(cid:22)
(cid:22)
(cid:22)
116 GSK Annual Report 2015
Remuneration governance continued
Principal activities and matters addressed during 2015
Month
January
Remuneration
Overall
Items specific to:
Annual bonus and LTIs
Governance and
other matters
• Approve CET salary increase
• Review and approve R&D Annual bonus
recommendations
target metric
• Review draft 2014 Remuneration report
• Review shareholder feedback from
• Review and approve executives’ 2014
annual investor meetings
February
• Receive update on remuneration
related implications of the Novartis
transaction
• Review Committee external evaluation
report
• Review 2014 Remuneration report
bonuses
• Set CEO 2015 bonus objectives
• Update on Deferred
Annual Bonus Plan Rules
• Update on LTI performance for 2012 LTI
awards (2012-2014)
• Review LTI performance outcomes and
approve vesting of 2012 LTI awards
(2012-2014) for CET and below CET
• Review and approve 2015-2017 LTI
grants for CET and below
• Grant interim Share Value Plan awards
(below CET)
March
• Remuneration environment update
• Update on Performance Share Plan for
• Update on remuneration considerations
employees below CET
for 2015
• Grant awards to certain eligible former
Novartis employees
July
• Review of CEO and CFO pay
competitiveness
• Review of remuneration benchmark
comparator groups
• Approve adjusted free cash flow target
for 2015 awards following completion of
the Novartis transaction
• Review AGM and remuneration report
feedback, the external remuneration
environment and performance target
disclosures for incentive plans
• Approve Committee evaluation process
• Review Chairman fees
• Environmental update
August
October
• Grant interim and main Share Value
Plan awards (below CET)
• Consider remuneration
report disclosures for 2015
• Update on CEO, CFO
and CET remuneration competitiveness
• Draft plan for review of remuneration
policy for 2017 AGM
• Update on LTI vesting for 2013 awards
• Update on remuneration report
(2013-2015)
disclosures
• Review adjustment principles for LTI
measures in respect of the Novartis
transaction
• Preparation for annual investor
meetings
November
Annual meeting with investors
December
• Annual CET benchmarking and
• Grant awards to certain eligible former
• Review Investment Association
competitiveness review
Novartis employees
• Approve Executive Director salary
increases for 2016
Principles of Remuneration
• Update on remuneration report
disclosures
• Review shareholder feedback from
annual investor meetings
GSK Annual Report 2015 117
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Annual report on remuneration
continued
Non-Executive Directors fees
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.
Chairman’s fees
Chairman Sir Philip Hampton was appointed a Non-Executive
Director on 1 January 2015, and received the standard annual
fee for a Non-Executive Director of £85,000, until 1 April 2015,
he then received fees of £350,000 per annum as Deputy
Chairman. Since his appointment as Chairman at the conclusion
of the AGM on 7 May 2015, his fees increased to £700,000 per
annum. He has elected to take 25% of his fees as GSK shares.
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.
The Non-Executive Directors’ fees applying since 1 January 2013
are set out below:
Standard annual 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
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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 Philip Hampton
Professor Sir Roy Anderson
Vindi Banga
Dr Stephanie Burns
Stacey Cartwright
Lynn Elsenhans
Dr Jesse Goodman
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Per annum
£85,000
£80,000
£30,000
£20,000
£7,500
per meeting
Urs Rohner
Hans Wijers
Date of letter of
appointment
25 September 2014
28 September 2007
5 May 2015
12 February 2007
3 March 2011
3 May 2012
23 December 2015
3 March 2011
26 May 2004
3 July 2006
3 October 2014
29 January 2013
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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 119.
Non-Executive Directors’
emoluments (000) (audited)
Professor Sir Roy Anderson
Vindi Banga
Dr Stephanie Burns
Stacey Cartwright
Lynn Elsenhans
Sir Christopher Gent
Sir Philip Hampton
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Urs Rohner
Tom de Swaan
Jing Ulrich
Hans Wijers
Sir Robert Wilson
Cash
£98
–
$91
£75
£14
£187
£389
$249
–
$60
£85
£38
$92
£75
–
Fees
Shares/ADS
Benefits
£32
£28
$91
£25
£122
£63
£130
$83
$241
$181
£28
£7
$14
£25
–
£10
£1
$77
£7
£63
£72
£3
$171
$146
$155
£19
£24
$35
£16
–
2015
Total
£140
£29
$259
£107
£199
£322
£522
$503
$387
$396
£132
£69
$141
£116
–
Cash
£98
–
$105
£75
£13
£460
–
$255
–
$65
–
£84
$167
£75
£22
Fees
Shares/ADS
Benefits
£32
–
$105
£25
£110
£250
–
$85
$247
$194
–
£28
$56
£25
£23
£11
–
$134
£6
£90
£67
–
$262
$149
$220
–
£30
$190
£19
£10
2014
Total
£141
–
$344
£106
£213
£777
–
$602
$396
$479
–
£142
$413
£119
£55
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. For overseas-based Non-Executive Directors, this
includes travel to meetings in the UK.
b) Non-Executive Directors fees 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) Sir Philip Hampton and Urs Rohner joined the Board from 1 January 2015. Vindi Banga joined the Board from 1 September 2015.
d) Sir Christopher Gent, Tom de Swaan and Jing Ulrich all retired from the Board on 7 May 2015. Sir Robert Wilson retired from the Board on
7 May 2014.
e) Sir Christopher Gent’s benefits number includes £3,012 travel and hospitality costs incurred whilst attending GSK hosted events as previously
agreed at the request of the company, after he retired on 7 May 2015.
118 GSK Annual Report 2015
Directors’ interests in shares (audited)
The interests of the Directors of the company in office at 31 December 2015 and their connected persons are shown in the tables below.
Total directors’ interests as at
10 March
2016
31 December
2015
1 January
2015
(a)Unvested and
not subject to
performance
Shares/ADS
Unvested and
subject to
performance
Total share plan interests as at 31 December 2015
Options
(a)Unvested and
not subject to
performance
Unvested and
subject to
performance
Vested but
not exercised
Exercised in
the year
Executive Directors
Shares
Sir Andrew Witty(b,c,d,f,g,i)
Simon Dingemans(b,c,d,f,i)
Dr Moncef Slaoui (g)
ADS
Dr Moncef Slaoui (c,d,e,h)
1,050,062
267,899
28,464
859,350
179,527
28,300
760,988
157,208
27,657
18,174 1,390,416
611,834
–
–
–
131,195
50,449
–
130,307
49,729
–
89,993
–
68,520
66,529
39,150
–
286,300
234,270
196,133
80,057
471,769
–
–
4,235
–
Total directors’ interests as at
Shares/ADS
Share allocation plan for Non-Executive Directors
Number of shares or ADS
Non-Executive Directors
Shares (j)
Professor Sir Roy Anderson
Vindi Banga
Dr Stephanie Burns
Stacey Cartwright
Sir Christopher Gent(k)
Sir Philip Hampton
Urs Rohner
Tom de Swaan(k)
Hans Wijers
ADS (j)
Dr Stephanie Burns
Lynn Elsenhans
Judy Lewent
Sir Deryck Maughan
Dr Daniel Podolsky
Jing Ulrich(k)
31 December
2015
or date of
resignation
1 January
2015
or date of
appointment
10 March
2016
23,969
37,303
44
8,469
–
16,696
2,080
–
4,845
20,584
14,839
17,636
51,937
37,745
–
23,969
37,303
44
8,469
136,566
16,696
2,080
27,750
4,845
20,584
14,839
17,636
51,937
37,745
3,363
20,424
35,200
44
6,286
132,575
6,918
–
27,331
2,852
17,355
9,657
15,332
43,537
31,515
3,056
31 December
2015
Paid out
Dividends
reinvested
Allocated
& elected
31 December
2014
23,969
2,103
–
8,347
–
9,778
2,080
–
4,845
20,520
13,839
7,469
51,937
37,745
–
–
–
–
–
(136,566)
–
–
(27,750)
–
–
–
–
–
–
(3,025)
1,182
–
–
364
–
47
17
–
175
1,036
543
321
2,621
1,896
–
2,363
2,103
–
1,818
3,991
9,731
2,063
419
1,818
2,194
4,639
1,982
5,779
4,334
307
20,424
–
–
6,165
132,575
–
–
27,331
2,852
17,290
8,657
5,166
43,537
31,515
2,718
a) Unvested shares and ADS and unvested options held by Executive Directors which are not subject to performance reflect bonus
deferrals under the DABP, ShareSave and Share Value Plan (SVP) awards.
b) Total directors’ interests as at 10 March 2016 include Deferred Annual Bonus Awards and related Matching Awards which vested on 28 February 2016.
As these awards for UK participants are structured as nil cost options, the following gross interests have been included in the table above and tax will be
due at the point of exercise: Sir Andrew Witty: 36,442 Deferred Annual Bonus Award and 13,757 vested Matching Award and Mr Simon Dingemans:
13,799 Deferred Annual Bonus Award and 5,209 vested Matching Award. Total directors’ interests also includes shares purchased through the
GlaxoSmithKline ShareReward Plan. During 2015, Sir Andrew Witty and Simon Dingemans were each awarded 212 shares under the plan.
The balance of shares within the plan is as follows:
ShareReward Plan (Shares)
Sir Andrew Witty
Simon Dingemans
10 March 2016
3,229
1,169
31 December 2015
3,132
1,100
1 January 2015
2,758
837
Dr Moncef Slaoui is not eligible to participate in the ShareReward Plan, as this is only open to UK employees.
GSK Annual Report 2015 119
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Annual report on remuneration
continued
Directors’ interests in shares continued
c) Total directors’ interests includes shares or ADS resulting from the deferral of bonus (and the subsequent re-investment of dividends) under the
DABP. 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)
10 March 2016
135,662
72,996
53,867
31 December 2015
130,307
49,729
50,897
1 January 2015
150,488
66,257
58,769
d) Total directors’ interests at 10 March 2016 include any shares or ADS which vested due to performance being met under elements of the PSP
(2013-2015 awards), less those sold to satisfy tax liabilities on the vested amounts (see pages 124 to 125 for further details).
e) For Dr Moncef Slaoui, total directors’ interests includes ADS purchased within the 401(k) Plan and the US Executive Supplemental Savings
Plan (ESSP), and ADS awarded to Dr Slaoui’s connected person under the SVP. The relevant balances are as follows:
Dr Moncef Slaoui (ADS)
US Retirement Savings Plans
Share Value Plan
10 March 2016
14,036
4,830
31 December 2015
13,431
7,820
1 January 2015
13,045
7,590
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 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, his connected person was granted 2,530 ADS on 25 August 2015 at a grant price of $39.41 (face value of $99,707).
Dr Slaoui’s total share plan interests also include PSP awards held by his connected person. These awards are subject to performance criteria
relevant to employees below the CET. As at 31 December 2015, his connected person held 6,700 ADS under the PSP, comprising awards
made in 2013 (2,344 ADS) and 2014 (2,237 ADS) and 2015 (2,119 ADS), all amounts including dividend re-investment.
f) Unvested options not subject to performance
For Sir Andrew Witty and Simon Dingemans, the unvested options not subject to performance include holdings of 888 and 720 respectively
in the ShareSave Plan, in which they participate on the same terms as all other employees. 888 ShareSave options were granted to Sir Andrew
Witty during 2015. Simon Dingemans was granted 266 options under the plan on 29 October 2015. The remainder of unvested options not
subject to performance relate to bonus deferrals structured as nil-cost options under the DABP.
g) Vested but not exercised options
For the Executive Directors, the following table provides details of vested but unexercised options as at 31 December 2015 under the Share
Option Plan (SOP), which lapsed on 20 February 2016. GSK granted options under this plan to Executive Directors on an annual basis
until 2009.
Share Option Plan
Date of grant
21.02.06
Lapse date
20.02.16
Grant price
£14.68
Number of shares under option
Sir Andrew Witty
89,993
89,993
Dr Moncef Slaoui
68,520
68,520
h) The ADS vested but unexercised options totalling 4,235 for Dr Moncef Slaoui represent the ADS options held by Dr Moncef Slaoui’s
connected person.
120 GSK Annual Report 2015
Directors’ interests in shares continued
i) The following table sets out details of options (including nil-cost options under the DABP) exercised during 2015 by Executive Directors.
Dr Moncef Slaoui did not exercise any options during the year.
Type of award
Sir Andrew Witty
ShareSave
DABP – deferral
DABP – matching
Simon Dingemans
ShareSave
DABP – deferral
DABP – matching
Date of grant
Number of shares
under option
Date of exercise
Grant price
Market
price at exercise
Gain on exercise
(000)
01.12.12
09.03.12
09.03.12
01.12.12
09.03.12
09.03.12
776
57,932
7,821
66,529
310
34,220
4,620
39,150
01.12.15
14.05.15
14.05.15
01.12.15
08.05.15
08.05.15
£11.59
–
–
£11.59
–
–
£13.51
£14.14
£14.14
£13.51
£14.72
£14.72
£1
£819
£111
£931
£1
£504
£68
£573
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 2015.
In respect of nil-cost options under the DABP, the bonus which is deferred by the Director is recorded as remuneration (under annual bonus)
for the year to which it relates. The gain recorded on exercise of the nil-cost option comprises this remuneration, the total of the amounts
received in re-invested dividends prior to vesting and the gains or losses resulting from movements in the share price between the dates
of grant and exercise for the initial bonus amount deferred and the dates of dividend reinvestment and exercise for the re-invested dividends.
For the matching element of the DABP, the remuneration of the Executive Director is recorded in the year that the performance criteria end
and represents the number of vested shares multiplied by the price at vesting. The gain recorded on exercise of the nil-cost option comprises
the total of this remuneration and the gain or loss resulting from the movement in the share price between vesting and exercise.
For Sir Andrew Witty:
• The total gain of £1,490 following the exercise of 776 options granted under the ShareSave Plan.
• The gain of £819,158 recorded following the exercise of the 57,932 nil-cost options relating to the deferral of bonus earned in respect
of 2011 comprises remuneration of £700,000 recorded in 2011 as annual bonus and a net gain of £119,158 relating to the re-investment
of dividends prior to vesting and movements in the share price between grant and dividend re-investment dates and the exercise date.
• The gain of £110,589 recorded following the exercise of the 7,821 nil-cost options relating to the DABP matching award comprises
remuneration of £122,008 recorded in 2014 in relation to the DABP (see page 122) and an investment loss of £11,419 relating to the
movement in the share price between the vesting and exercise dates.
For Simon Dingemans:
• The total gain of £595 following the exercise of 310 options granted under the ShareSave Plan.
• The gain of £503,718 recorded following the exercise of the 34,220 nil-cost options relating to the deferral of bonus earned in respect of
2011 comprises remuneration of £413,520 recorded in 2011 as annual bonus and a net gain of £90,198 relating to the re-investment of
dividends prior to vesting and movements in the share price between grant and dividend re-investment dates and the exercise date.
• The gain of £68,006 recorded following the exercise of the 4,620 nil-cost options relating to the DABP matching award comprises
remuneration of £72,072 recorded in 2014 in relation to the DABP (see page 123) and an investment loss of £4,066 relating to the
movement in the share price between the vesting and exercise dates.
j) For Non-Executive Directors, total interests include shares or ADS received as part or all of their fees under the Non-Executive Director
Share Allocation Plan. Note that dividends received on shares or ADS under the plan during 2015 were converted into shares or ADS as
at 31 December 2015.
k) Sir Christopher Gent, Tom de Swaan and Jing Ulrich all retired from the Board on 7 May 2015. They elected to receive their shares from
the Non-Executive Directors’ Share Allocation Plan immediately upon retiring from the Board. Dividend entitlements in respect of the
Q3 and Q4 2014 and the Q1 2015 dividends were paid in cash in accordance with the plan rules.
GSK Annual Report 2015 121
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Directors’ interests in shares continued
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 deferral 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 109, 110 and
112 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 conditional awards of ADS. 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 the award vests after the date of the Remuneration
report, the calculation is performed using the average share or ADS price over the last quarter of the financial year. 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 or ADS 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 prices on those dates.
Sir Andrew Witty – Shares
Market price at grant
Unvested at 31 December 2014
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2015
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 10 March 2016
Vested shares
Number of shares
Market price at vesting
Gain:
Remuneration for 2014(a)
Remuneration for 2015
2012-2014
£14.12
57,145
–
–
787
(7,821)
(50,111)
–
7,821
£15.60
000
£122
–
2013-2015
2014-2016
2015-2017
2016-2018
Performance period
£16.43
59,382
–
–
3,475
–
–
62,857
–
–
865
–
–
63,722
£15.20
–
30,172
£459
1,331
–
–
31,503
–
–
434
–
–
31,937
£13.59
–
–
–
–
–
–
–
40,003
£544
–
–
–
40,003
£14.54
33,961
–
–
1,986
–
–
35,947
–
–
495
(13,757)
(22,685)
–
13,757
£14.11
000
–
£194
a) The value shown in the 2014 column is the award which vested on 9 March 2015. This has been valued based on a fair market value of
£15.60; the closing share price from the business day prior to the vesting date. Please note that the values shown differ from those disclosed
in the 2014 Annual Report as the value was based on an estimated vesting price of £14.14.
122 GSK Annual Report 2015
Directors’ interests in shares continued
Deferred Annual Bonus Plan matching awards continued
Simon Dingemans – Shares
Market price at grant
Unvested at 31 December 2014
Granted
Face value at grant (000)
Dividends reinvested
Vested*
Lapsed
Unvested at 31 December 2015
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 10 March 2016
Vested shares
Number of shares
Market price at vesting
Gain:
Remuneration for 2014(a)
Remuneration for 2015
2012-2014
2013-2015
2014-2016
2015-2017
2016-2018
Performance period
£16.43
19,643
–
–
1,148
–
–
20,791
–
–
286
–
–
21,077
£15.20
–
14,680
£223
647
–
–
15,327
–
–
211
–
–
15,538
£13.59
–
–
–
–
–
–
–
36,381
£494
–
–
–
36,381
£14.12
33,755
–
–
465
(4,620)
(29,600)
–
–
4,620
£15.60
000
£72
–
£14.54
12,859
–
–
752
–
–
13,611
–
–
187
(5,209)
(8,589)
–
5,209
£14.11
000
–
£73
a) The value shown in the 2014 column is the award which vested on 9 March 2015. This has been valued based on a fair market value of
£15.60; the closing share price from the business day prior to the vesting date. Please note that the values shown differ from those disclosed
in the 2014 Annual Report as the value was based on an estimated vesting price of £14.14.
Dr Moncef Slaoui – ADS
Market price at grant
Unvested at 31 December 2014
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2015
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 10 March 2016
Vested ADS
Number of ADS
Market price at vesting
Gain:
Remuneration for 2014(a)
Remuneration for 2015
2012-2014
2013-2015
2014-2016
2015-2017
Performance period
2016-2018
$54.17
18,951
–
–
1,122
–
–
20,073
–
–
271
–
–
20,344
$46.25
–
11,973
$554
527
–
–
12,500
–
–
169
–
–
12,669
$39.13
–
–
–
–
–
–
–
20,854
$816
–
–
–
20,854
$44.68
22,518
–
–
327
(3,085)
(19,760)
–
–
3,085
$46.73
000
$144
–
$44.27
17,300
–
–
1,025
–
–
18,325
–
–
247
(7,011)
(11,561)
–
7,011
$39.14
000
–
$274
a) The value shown in the 2014 column is the award which vested on 9 March 2015. This has been valued based on a fair market value of
$46.73, the closing share price from the business day prior to the vesting date. Please note that the values shown differ from those disclosed
in the 2014 Annual Report as the value was based on an estimated vesting price of $44.76.
GSK Annual Report 2015 123
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Directors’ interests in shares continued
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 109, 110 and 112.
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 specified that 25% of the awards would 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). From 2015, the whole of the award made to each Executive Director has a three-year
performance period, and an additional two-year vesting period. Each award will therefore only vest after five years. During the final
two years of the vesting period, the award for each Director will only lapse if he is dismissed for cause. The remuneration in respect
of the awards and dividend equivalent up to that point will therefore be recognised at the end of the three-year performance period
(i.e. in the 2017 Remuneration report).
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 prices on those dates.
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2012-2014
2013-2015
2014-2016
2015-2017
2016-2018
Performance period
£16.43
413,229
–
–
23,822
–
–
437,051
–
–
6,016
–
–
443,067
£15.20
–
429,338
£6,526
18,787
–
–
448,125
–
–
6,168
–
–
454,293
£13.59
–
–
–
–
–
–
–
492,052
£6,687
–
–
–
492,052
£14.12
509,128
–
–
6,777
(69,650)
(446,255)
–
–
–
–
–
–
–
69,650
£14.86
000
£1,035
–
£14.54
477,699
–
–
27,540
–
–
505,239
–
–
6,954
(193,354)
(318,839)
–
193,354
£13.64
000
–
£2,637
Sir Andrew Witty – Shares
Market price at grant
Unvested at 31 December 2014
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2015
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 10 March 2016
Vested shares:
Number of shares
Market price at vesting
Gain:
Remuneration for 2014
Remuneration for 2015
124 GSK Annual Report 2015
Directors’ interests in shares continued
Performance Share Plan awards continued
Simon Dingemans – Shares
Market price at grant
Unvested at 31 December 2014
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2015
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 10 March 2016
Vested shares:
Number of shares
Market price at vesting
Gain:
Remuneration for 2014
Remuneration for 2015
Dr Moncef Slaoui – ADS
Market price at grant
Unvested at 31 December 2014
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 31 December 2015
Granted
Face value at grant (000)
Dividends reinvested
Vested
Lapsed
Unvested at 10 March 2016
Vested ADS
Number of ADS
Market price at vesting
Gain:
Remuneration for 2014
Remuneration for 2015
2014-2016
£16.43
181,842
–
–
10,483
–
–
192,325
–
–
2,647
–
–
194,972
2014-2016
$54.17
116,412
–
6,830
–
–
123,242
–
–
1,665
–
–
124,907
2015-2017
£15.20
–
188,930
£2,872
8,267
–
–
197,197
–
–
2,714
–
–
199,911
Performance period
2016-2018
£13.59
–
–
–
–
–
–
–
216,512
£2,942
–
–
–
216,512
Performance period
2015-2017
2016-2018
$46.25
–
131,005
$6,059
5,746
–
–
136,751
–
–
1,847
–
–
138,598
$39.13
–
–
–
–
–
–
–
158,714
$6,210
–
–
–
158,714
2012-2014
£14.12
196,014
–
–
2,609
(26,815)
(171,808)
–
–
–
–
–
–
–
26,815
£14.86
000
£398
–
2012-2014
$44.68
149,302
–
–
2,119
(20,443)
(130,978)
–
–
–
–
–
–
–
20,443
$45.95
000
$939
–
2013-2015
£14.54
210,194
–
–
12,118
–
–
222,312
–
–
3,060
(85,078)
(140,294)
–
85,078
£13.64
000
–
£1,160
2013-2015
$44.27
145,634
8,545
–
–
154,179
–
–
2,082
(58,989)
(97,272)
–
58,989
$39.76
000
–
$2,345
GSK Annual Report 2015 125
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Annual report on remuneration
continued
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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 CET and the Company Secretary.
For the financial year 2015, the following table sets out aggregate remuneration for the group for the periods during which they served
in that capacity.
Remuneration for 2015
Total compensation paid
Aggregate increase in accrued pension benefits (net of inflation)
Aggregate payments to defined contribution schemes
(£)
22,817,904
143,039
839,379
During 2015, 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 2015
Deferred Annual Bonus Plan
Performance Share Plan
Deferred Investment Awards (a) (b)
Share Value Plan(b)
Shares
122,475
1,533,782
–
11,060
Awards
ADS
24,686
307,710
–
2,530
Dividend reinvestment awards
Shares
22,628
249,257
12,714
–
ADS
5,068
48,825
–
–
At 10 March 2016, 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 202.
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Interests at 10 March 2016
Owned
Unexercised options
Deferred Annual Bonus Plan
Performance Share Plan
Deferred Investment Awards (a) (b)
Share Value Plan(b)
a) Notional shares and ADS.
Shares
1,945,852
422,601
1,077,034
4,951,255
236,364
21,110
ADS
476,009
24,675
166,832
749,909
–
4,830
b) Executive Directors are not eligible to receive Deferred Investment Awards or participate in the Share Value Plan.
Basis of preparation
The 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 136.
The remaining sections of the Remuneration report are not subject to audit nor are the pages referred to from within the audited sections.
The Remuneration report has been approved by the Board of Directors and signed on its behalf by
Urs Rohner
Remuneration Committee Chairman
16 March 2016
126 GSK Annual Report 2015
2014 Remuneration policy summary
Executive Director remuneration policy
The company’s remuneration policy report was approved on 7 May 2014 at GSK’s Annual General Meeting. The full policy is available at
www.gsk.com in the Investors section or in our 2013 Annual Report from page 117 to 126. The following is a summary of this policy.
Salary
Benefits
+
Pension
+
Annual
bonus
Value earned
from long-term
incentive
awards
Total
remuneration
=
Element
Salary
Benefits
Pension
A. Fixed pay
B. Pension
C. Pay for performance
Purpose and link to strategy
Operation
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.
Levels are set to recruit and retain
high calibre individuals to execute the
business strategy.
Individual’s role, experience and performance and independently sourced data
for relevant comparator groups considered when determining salary levels.
Executive Directors are generally eligible to receive benefits in line with the policy
for other employees which may vary by location. These include travel allowances
(including spouse/partner travel), 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.
Pension arrangements provide a
competitive level of retirement
income.
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.
Annual bonus
To incentivise and recognise
execution of the business strategy
on an annual basis.
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.
Rewards the achievement of
stretching annual financial and
strategic business targets and
delivery of personal objectives.
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, up to an overall maximum deferral of 50%. Deferred shares
vest at the end of the three year performance period.
Long-term
incentive awards
To incentivise and recognise delivery
of the longer term business
priorities, financial growth and
increases in shareholder value
compared to other pharmaceutical
companies.
In addition, to provide alignment with
shareholder interests, a retention
element, to encourage long-term
shareholding and discourage
excessive risk taking.
Deferred Annual Bonus Plan
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.
Performance Share Plan
Conditional awards are made annually with vesting dependent on the
achievement of performance conditions over three years. Vested awards
are subject to an additional two-year vesting period. Awards are eligible
for dividend equivalents up to the date of vesting.
For details of our policy on clawback/malus, recruitment remuneration, loss of office and termination payments, please refer to the full
2014 remuneration policy report.
GSK Annual Report 2015 127
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2014 Remuneration policy summary
continued
Non-Executive Director remuneration policy
Element
Purpose and link to strategy
Overview
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.
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.
Chairman’s fee
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.
Benefits
To facilitate execution of
responsibilities and duties
required by the role.
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.
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.
Additional fees for Committee Chairmen, intercontinental travel, the
Senior Independent Director and Medical/Scientific Experts. Current fee
levels are set out on page 118 of the 2015 Annual Report.
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. This includes Non-Executive Directors
undertaking intercontinental travel to meetings. 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 Directors’
interests table on page 119 of the 2015 Annual Report.
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.
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 118
of the 2015 Annual Report.
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.
128 GSK Annual Report 2015
Financial
statements
In this section
Directors’ statement of responsibilities 130
131
Independent Auditor’s report
138
Financial statements
Notes to the financial statements
142
Financial statements of
GlaxoSmithKline plc prepared
under UK GAAP
211
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GSK Annual Report 2015 129
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Directors’ statement
of responsibilities
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 Annual 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 assets, liabilities, financial position
and 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;
• prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the Group will
continue in business.
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
2015, comprising principal statements and supporting notes,
are set out in ‘Financial statements’ on pages 138 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 131 to 137.
The Group financial statements for the year ended 31 December
2015 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.
• 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 51 to 72 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’. Having assessed
the principal risks and other matters considered in connection with
the viability statement, the Directors considered it appropriate to
adopt the going concern basis of accounting 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 Annual 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 complies with the provisions of the UK Corporate
Governance Code maintained by the Financial Reporting Council,
as described in the Corporate Governance section on pages 80
to 101. 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
position and 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 2015,
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
Each of the current Directors, whose names and functions are
listed in the Corporate Governance section of the Annual Report
2015 confirms that, to the best of his or her knowledge:
Philip Hampton
Chairman
16 March 2016
• 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,
which represent the management 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.
130 GSK Annual Report 2015
Independent Auditors’ report
to the members of GlaxoSmithKline plc
Report on the Group financial statements
Our opinion
In our opinion, GlaxoSmithKline plc’s Group financial statements:
• give a true and fair view of the state of the Group’s affairs at
31 December 2015 and of its 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.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in Note 1 to the Group 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, included within the Annual Report,
comprise:
• the consolidated balance sheet at 31 December 2015;
• the consolidated income statement and consolidated statement
of comprehensive income for the year then ended;
• the consolidated cash flow statement for the year then ended;
• the consolidated statement of changes in equity 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.
Certain required disclosures have been presented elsewhere in
the Annual Report, rather than in the notes to the financial
statements. These are cross-referenced from the financial
statements and are identified as audited.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law
and IFRSs as adopted by the European Union.
Our audit approach
Overview
Materiality
• Overall group materiality: £200 million which represents
approximately 4% of profit before tax, adding back certain
non-recurring items (“adjusted profit before tax”).
Audit scope
• Our audit included full scope audits of 28 reporting components
with specific audit procedures performed at a further 39
reporting components.
• Taken together, the components at which audit work was
performed accounted for 65% of consolidated revenue, 80% of
consolidated profit before tax and 76% of adjusted profit before
tax and covered all components that individually contributed more
than 2% of revenue, profit before tax and adjusted profit before tax.
Areas of focus
• Three-part transaction with Novartis
• Rebates, discounts, allowances and returns in the US
Pharmaceuticals and Vaccines business
• Investigations into the Group’s commercial practices
• Litigation
• Carrying value of goodwill and intangible assets
• Re-measurement of the Shionogi-ViiV Healthcare contingent
consideration
• Uncertain tax positions
Context
The context of our audit is set by the Group’s major activities in
2015. The most significant event of the last twelve months has
been the completion of the Group’s three-part transaction with
Novartis AG. This has therefore become a new area of focus for
our audit in 2015 given the number of significant management
estimates and judgements required to account for the transaction
(including valuations of acquired assets and liabilities, the impact
of acquisition accounting, recognition and measurement of a put
option liability and certain tax judgements) and the broad range of
financial statement line items that are impacted.
At the same time, fewer markets migrated in 2015 compared to
either 2013 or 2014 onto the Group’s common enterprise-wide
resource planning platforms (“ERP”) or moved financial transaction
and accounting services to business process outsourcing
locations (“BPO”) and to in-house business service centres
(“BSC”). This decision was taken consciously by management
given the competing pressures on the organisation to complete
and integrate the Novartis transaction. As a result, transformation
of the Group’s finance processes, highlighted as an area of focus
in our 2014 report, was an area of lower risk in 2015 and is not
included as an area of focus in the 2015 report. However, we
expect this area to feature again as an area of focus in 2016 as
the newly acquired Novartis businesses start to be migrated onto
GSK’s centralised platforms.
We also added a new area of focus for the Group’s estimation
of the fair value of the Shionogi-ViiV Healthcare contingent
consideration reflecting the significant estimation uncertainty
inherent in the calculation of this balance and given the continued
increase in the size of this balance in response to changes in
management estimates to address better than expected
performance of acquired products and revisions to certain other
assumptions. Following the resolution of the investigation into the
Group’s Chinese Pharmaceuticals business in September 2014
– and considering the output of our audit work over this risk in
2013 and 2014 – our focus for 2015 was principally directed at the
financial reporting judgements relating to the active investigations
by the Department of Justice (“DoJ”) in the US and Serious Fraud
Office (“SFO”) in the UK.
Our other areas of focus have been refined to reflect developments
in the Group’s business including consideration of the expansion
of healthcare reform and continued competitive pricing pressure
and discounting in the US, progress in litigation to which the
Group is exposed, the impact of changes in the Group’s segmental
reporting following the Novartis transaction on the determination of
cash generating units (“CGUs”) for impairment testing purposes
and management’s assessment of uncertain tax positions.
GSK Annual Report 2015 131
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Independent Auditors’ report
continued
The scope of our audit and our areas of focus
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”).
We designed our audit by determining materiality and assessing the
risks of material misstatement in the financial statements. In
particular, we looked at where the directors made subjective
judgements, for example in respect of significant accounting
estimates that involved making assumptions and considering future
events that are inherently uncertain. As in all of our audits, we also
addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the
directors that represented a risk of material misstatement due to
fraud, and the risk of fraud in revenue recognition. Procedures
designed and executed to address these risks included use of data
enabled auditing techniques to test journal entries and post-close
adjustments, testing and evaluating management’s key accounting
estimates for reasonableness and consistency, undertaking cut-off
procedures to verify proper cut-off of revenue and expenses and
testing the existence and accuracy of revenue transactions. In
addition, we incorporate an element of unpredictability into our audit
work each year.
The risks of material misstatement that had the greatest effect on
our audit, including the allocation of our resources and effort, are
identified as areas of focus in the table below. We have also set out
how we tailored our audit to address these specific areas in order to
provide an opinion on the Group financial statements as a whole.
Any comments we make on the results of our procedures should be
read in this context. For each area of focus below, where
appropriate, we evaluated the design and tested the operating
effectiveness of key internal controls over financial reporting,
including testing the operation of IT systems from which financial
information is generated. This is not a complete list of all risks
identified by our audit.
Area of focus
How our audit addressed the area of focus
Three-part transaction with Novartis
Refer to Notes 3, 30 and 38 in the Group financial statements.
On 2 March 2015, the Group completed its three-part transaction with
Novartis AG. The Group acquired Novartis’ existing Vaccines business
for cash consideration of US$5.25 billion, disposed of its Oncology
business for cash consideration of US$16.0 billion and each party
contributed its existing Consumer Healthcare business into a new
venture, in which the Group has a 63.5% controlling interest.
We focused on this area because the accounting for each component of
the three-part transaction gave rise to the following significant audit risks:
• The recognition of goodwill (£1,350 million) and intangible assets
(£8,683 million) on the acquisitions of Vaccines and the Novartis
Consumer Healthcare business;
• Accounting for the establishment of the Consumer Healthcare joint
venture is complicated and required the fair valuing of the portion of
GSK’s existing business contributed (£4,116 million) and of the non-
controlling interest that arose on the acquisition (£2,150 million);
• A number of internal restructuring steps were undertaken prior to
the Oncology disposal and the Consumer Healthcare and Vaccines
acquisitions in order to support these transactions in a tax efficient
manner; and
• The Group recognised a liability for the present value of the expected
redemption price of a written put option over Novartis’ non-controlling
interest in the new Consumer Healthcare venture (the “Consumer
put option”), for which the value is subject to significant judgement
and estimation uncertainty. At 31 December 2015, this liability had a
carrying value of £6,287 million.
Deploying our valuations specialists, we audited the methodology,
underlying assumptions and mechanical accuracy of valuation models for
each of the significant acquired intangible assets, consideration paid
(including contingent consideration) and the settlement of pre-existing
relationships. We challenged the cash flow projections that underpinned
each of these valuations, including the Consumer put option, by comparing
to historical cash flows and understanding the reasons for the growth
profile of projections.
Deploying our tax specialists, we evaluated the external tax opinions
obtained by management to verify their technical accuracy and to validate
that the steps taken by the Group in effecting the transactions are
consistent with the external advice and opinions.
We instructed component teams at 13 locations to undertake certain
substantive procedures over the acquired opening balance sheets for
Vaccines and Consumer Healthcare, including attendance at inventory
counts close to the acquisition date, physical verification of assets acquired
and substantive procedures focused on revenue and cost cut-off.
As a result of our work, we determined that the provisional purchase
price allocations for the Vaccines and Consumer Healthcare acquisitions
outlined in Note 38 to the Group financial statements were reasonable.
In connection with the Oncology disposal, we verified the cash proceeds
and we reperformed management’s calculation of the resultant gain on
disposal. We found that the pre-tax gain on disposal of Oncology of
£9,228 million and the associated tax charge of £1,920 million were
reasonably stated, with the latter reflecting management’s best estimate
of the incremental tax risk arising as a result of the three-part transaction.
We determined that the carrying value of the Consumer put option was
calculated in accordance with the agreement with Novartis, was based
on board approved projections for the business and was reasonably
stated. Finally, we found the disclosures in respect of each aspect of the
transaction to be reasonable, providing a fair reflection of the accounting
and valuations judgements.
132 GSK Annual Report 2015
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Area of focus
How our audit addressed the area of focus
Rebates, discounts, allowances and returns in the US
Pharmaceuticals and Vaccines business
Refer to Notes 3 and 27 in the Group financial statements.
The Group makes sales to various customers in the US that fall under
certain commercial and government mandated contracts and
reimbursement arrangements, of which the most significant are Medicaid
and Medicare. The Group also provides a right of return to its customers
for certain products.
These arrangements result in deductions to gross sales in arriving at
turnover and give rise to obligations for the Group to provide customers
with rebates, discounts, allowances and the right of return, which for
unsettled amounts are recognised as an accrual.
We focused on this area because rebates, discounts, allowances and
returns arrangements are complex and because establishing an appropriate
accrual requires significant judgement and estimation by the directors. This
judgement is particularly complex in a US healthcare environment in which
competitive pricing pressure and product discounting are growing trends.
The directors have determined an accrual of £1,464 million to be necessary
at 31 December 2015 (31 December 2014 – £1,308 million).
Investigations into the Group’s commercial practices
Refer to Notes 3, 29 and 45 in the Group financial statements.
The Group remains subject to ongoing investigations by the DoJ in the
US and the SFO in the UK into the Group’s commercial practices in a
number of markets. At 31 December 2015, the Group has concluded
that it does not yet have sufficient clarity on the likely timing of the
completion of these investigations nor is it able to make a sufficiently
reliable estimate of any fines or penalties that either the DoJ or the
SFO might impose on the Group on completion of their respective
investigations. As a result, the Group has stated in note 45 that it is
unable to recognise a provision for its estimate of the eventual outcome
of either investigation.
In addition, the Group is carrying out its own investigations in a number
markets to ascertain if activities similar to those previously alleged in
China have occurred elsewhere.
We focused on the following risks, which might have a material impact
on the Group’s financial statements:
• That fines and penalties might be forthcoming in respect of ongoing
investigations into the Group’s commercial practices, including those
by the DoJ and SFO, that could give rise to the need for material
provisions or asset impairments; and
• That illegal acts similar to those previously alleged in China have
occurred elsewhere in the Group.
Litigation
Refer to Notes 3, 29 and 45 in the Group financial statements.
The pharmaceuticals industry is heavily regulated which increases
inherent litigation risk. The Group is engaged in a number of legal
actions, including product liability, anti-trust and related private litigation,
of which the most significant are disclosed in Notes 29 and 45.
We focused on this area as the eventual outcome of claims is uncertain
and the positions taken by the directors are based on the application of
material judgement and estimation. Accordingly, unexpected adverse
outcomes could significantly impact the Group’s reported profit and
balance sheet position.
During the year, the most significant increase to the Group’s litigation
provisions was in respect of the Paxil product liability referred to in
Notes 29 and 45 which was reassessed following unsuccessful
mediation with plaintiffs giving rise to a subsequent revision of
management’s best estimate of settling these claims. This increase was
more than offset by utilisation of existing provisions of £428 million.
At 31 December 2015, the Group held provisions of £352 million in
respect of legal actions (31 December 2014 – £520 million).
We obtained management’s calculations for accruals under applicable
schemes and validated the assumptions used by reference to the Group’s
stated commercial policies, the terms of the applicable contracts, third party
data related to patient enrolment in US government funded benefit schemes
and historical levels of product returns.
We compared the assumptions to contracted prices, historical rebates,
discounts, allowances and returns levels (where relevant) and to current
payment trends. We also considered the historical accuracy of the Group’s
estimates in previous years, including certain changes made to management’s
estimates in 2015 to update Medicaid rebates for a new pricing methodology
and to respond to the impact of competitive pricing pressures (particularly for
Advair) and greater discounting in the US market more generally. We formed
an independent expectation of the largest elements of the accrual at
31 December 2015 using third party data and compared this expectation
to the actual accrual recognised by the Group.
Based on the procedures performed, we did not identify any material
differences between our independent expectations and the accrual.
We met with the directors, management, in-house legal counsel and spoke
with the Group’s external advisors to assess the risk of occurrence of
similar acts to those previously alleged in China, the status of ongoing
investigations and the potential for further fines and penalties. This included
understanding and evaluating the Group’s internal investigations processes,
which assess risks and allegations reported through various channels
including whistle-blowing hotlines. We also evaluated the ongoing
enhancements and changes that have been made to other control
processes and business practices since the original allegations in China in
2013.
Deploying our forensic specialists, we assessed the scope and findings of
the investigative work performed by the Group as well as the risk assessment
exercise that management has performed into third party interaction and
engagement more broadly. We used the output of this assessment to instruct
ten component teams (including certain markets not otherwise included in
Group audit scope) to undertake risk-focused audit procedures to address
the audit risk that the Group financial statements might be materially
misstated due to the potential financial implications of alleged illegal acts.
In respect of the DoJ and SFO investigations, we independently circularised
external legal counsel engaged by the Group to obtain its views on the status
of the investigations and to ascertain the reasonableness of management’s
assertions in respect of the likely outcome of each investigation. We discussed
the responses received directly with external legal counsel and found that they
were consistent with the representations received from management.
We were satisfied with the Group’s provisioning decisions at 31 December
2015 and with the adequacy of the disclosures given the status of these
investigations.
We discussed the status of significant known actual and potential litigation
with in-house legal counsel. We obtained and substantively tested evidence
to support the decisions and rationale for provisions held or decisions not to
record provisions, including correspondence with legal counsel and other
counter-parties to litigation. We also monitored and considered external
information sources to identify potential legal actions.
We developed an independent expectation of the litigation provisions based
on product litigation history and other available evidence to challenge the
valuation and completeness of the provisions recognised by the Group.
We obtained confirmations from external legal counsel to confirm our
understanding of settled and outstanding litigation and asserted claims.
We evaluated significant adjustments to legal provisions recorded during the
year to determine if they were indicative of management bias. In respect of
the increase in the provision for Paxil product liability litigation, we obtained
sufficient evidence to conclude that this increase was reasonable, including
review of external legal advice.
As disclosed in Notes 29 and 45 to the Group financial statements, the eventual
outcome of legal proceedings is dependent on the outcome of future events and
the position taken by the Group is inherently judgemental. We found that in the
context of the Group financial statements taken as a whole the judgements
made by management were reasonable and the disclosures made in respect of
these provisions and contingent liabilities were appropriate.
GSK Annual Report 2015 133
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Independent Auditors’ report
continued
Area of focus
How our audit addressed the area of focus
Carrying value of goodwill and intangible assets
Refer to Notes 3, 18 and 19 in the Group financial statements.
The Group has £16.0 billion of intangible assets (31 December 2014 –
£7.8 billion), comprising significant licenses, patents and acquired trade
marks (and excluding computer software). In addition, the Group has
£5.2 billion of goodwill at 31 December 2015 (31 December 2014 –
£3.7 billion). The Group recognised impairments to these intangible
assets amounting to £206 million during the year.
The carrying values of goodwill and intangible assets are contingent on
future cash flows and there is risk if these cash flows do not meet the
Group’s expectations that the assets will be impaired. The impairment
reviews performed by the Group contained a number of significant
judgements and estimates including revenue growth, the success of new
product launches, patent expiry dates, profit margins, cash conversion,
terminal values and discount rate. Changes in these assumptions might
lead to a change in the carrying value of intangible assets and goodwill.
During the year, the Group reduced its number of individual cash
generating units (“CGUs”) for goodwill impairment testing purposes from
eight to four, comprising Global Pharmaceuticals, Consumer Healthcare,
Vaccines and ViiV Healthcare. This exercise was undertaken to align the
CGUs to the Group’s operating segments which were changed following
the Group’s restructuring following the Novartis transaction. Through
this exercise, Vaccines has been treated as a separate CGU for the first
time and the Global Pharmaceuticals CGU aggregates pharmaceuticals
businesses previously separated into the US, Europe, Japan, Emerging
Markets and Other.
We focused on acquired intangible assets, as these are the most
significant individually and in aggregate, and a number have indefinite
lives, including the most significant of the intangible assets acquired from
Novartis. The Group has also recognised goodwill from a number of its
acquisitions, including the three-part transaction with Novartis.
Re-measurement of the Shionogi-ViiV Healthcare contingent
consideration
Refer to Notes 3, 30, 38 and 41 in the Group financial statements.
When the Group’s subsidiary, ViiV Healthcare, acquired the remaining
50% interest in the Shionogi-ViiV Healthcare joint venture in 2012,
£659 million was recognised as contingent consideration. This
represented the fair value of expected payments to be made to Shionogi,
contingent on future sales of dolutegravir products. This liability is
required to be re-measured to its fair value at each reporting date.
Since its initial recognition, it has been increased in response to actual
and future sales significantly exceeding original expectations. At
31 December 2015, the associated financial liability was £3,409 million
(31 December 2014 – £1,684 million).
We focused on this area as the fair value of the contingent consideration
is determined by a number of significant unobservable inputs and by
management judgements and estimates, including forecast future sales
of Tivicay and Triumeq, the overall market size for HIV therapies and the
potential impact of competitor products launched in 2015 and expected
to be launched in the future. In addition, the valuation is sensitive to
changes in other assumptions, including discount and tax rates, both of
which were revised in determining the valuation at 31 December 2015.
Uncertain tax positions
Refer to Notes 3 and 14 in the Group financial statements.
The Group operates in a complex multinational tax environment and there
are open tax and transfer pricing matters with UK and overseas tax
authorities. In addition, from time to time the Group enters into
transactions with complicated accounting and tax consequences,
including the three-part transaction with Novartis in 2015. Judgement
is required in assessing the level of provisions required in respect of
uncertain tax positions. At 31 December 2015, the Group has
recognised provisions of £1,687 million in respect of uncertain tax
positions (2014 – £1,344 million).
Deploying our valuations specialists, we obtained the Group’s impairment
analyses and tested the reasonableness of key assumptions, including profit
and cash flow growth, terminal values, the impact of the expiry of patents,
potential product obsolescence and the selection of discount rates. We
challenged management to substantiate its assumptions, including
comparing relevant assumptions to industry and economic forecasts.
We interrogated the integrity of supporting calculations and we corroborated
certain information with third party sources, including expectations of
performance of certain assets and components of the business. We obtained
and evaluated management’s sensitivity analyses to ascertain the impact of
reasonably possible changes in key assumptions and we performed our own
independent sensitivity calculations to quantify the downside changes to
management’s models required to result in impairment.
As a result of our work, we determined that the quantum of impairment
recognised in 2015 was appropriate. For those intangible assets, including
goodwill, where management determined that no impairment was required,
we found that these judgements were supported by reasonable assumptions
that would require unreasonable downside changes before any additional
material impairment was necessary.
In respect of the aggregation of CGUs, we confirmed that this is the lowest
level at which management monitors goodwill for internal purposes, that it
is consistent both with the way in which the Group’s leadership team is
structured and with how the Group’s results and financial position are
reported to the CET and that no CGU for goodwill impairment testing
purposes is larger than any of the Group’s new operating segments.
Deploying our valuations specialists, we evaluated management’s fair value
computation model, including the projections and key assumptions used
therein. We also compared the Group’s projections for its dolutegravir
products against certain third party expectations and found them to be
reasonable. In particular, we considered reasonably possible alternative
scenarios, comprising a downside case in the event that products launched
by competitors cannibalise more of the Group’s market share than anticipated
in management’s base case and an upside case when the competitor
launches are less successful. These scenarios result in contingent
consideration liabilities that are materially lower and higher respectively.
Notwithstanding this, we believe that the Group has a reasonable basis for
its determination of the fair value at 31 December 2015 and that the value
reflects management’s best estimates.
We validated that the methodology was consistent with previous years, and
that where certain inputs were changed, such as discount and tax rates, we
validated that appropriate triggers occurred in 2015 to support such
changes. We also verified that the updated assumptions were reasonable.
We also validated that the Group’s disclosures in respect of this liability,
including the disclosure of estimation uncertainty and its impact on the fair
value of the liability are reasonable.
In conjunction with our UK, US, international tax and transfer pricing
specialists, we evaluated and challenged management’s judgements in
respect of estimates of tax exposures and contingencies in order to assess
the adequacy of the Group’s tax provisions. This included obtaining and
evaluating certain third party tax opinions that the Group has obtained to
assess the appropriateness of any assumptions used.
In understanding and evaluating management’s judgements, we considered
the status of recent and current tax authority audits and enquiries, the outturn
of previous claims, judgemental positions taken in tax returns and current year
estimates and developments in the tax environment. From the evidence
obtained, we considered the level of provisioning to be acceptable in the
context of the Group financial statements taken as a whole. However, we
noted that the assumptions and judgements that are required to formulate the
provisions mean that the range of possible outcomes is broad.
134 GSK Annual Report 2015
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the Group financial
statements as a whole, taking into account the geographic structure
of the Group, the accounting processes and controls and the
industry in which the Group operates.
The Group financial statements are a consolidation of over 500
reporting components. We identified 28 reporting components that,
in our view, required an audit of their complete financial information
due to their size or risk characteristics. Specific audit procedures
over significant balances and transactions were performed at a
further 39 reporting components to give appropriate coverage
of material balances. Where these reporting components are
supported by shared financial service centres, these centres
were also included in Group audit scope. None of the reporting
components not included in our Group audit scope individually
contributed more than 2% to consolidated revenue, profit before
tax or adjusted profit before tax.
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 component units. As a result, nine overseas
components were visited by senior members of the Group audit
team, including each of the Group’s financially significant
components in the US (which are visited at least annually) alongside
Belgium, Japan, Switzerland, Germany and India. We also held a two
day audit planning workshop in London attended by 34 of our
component teams, largely focused on the impact of the three-part
transaction with Novartis alongside other planning and risk
assessment activities. In addition, we visited four of the shared
service centres supporting reporting components in Group audit
scope. For those components in Group audit scope where a site visit
was not undertaken, our involvement included regular dialogue with
our component teams, review of component auditor work papers and
participation in certain component audit clearance meetings.
Further specific audit procedures over central functions, the Group
consolidation and areas of significant judgement (including taxation,
goodwill, intangible assets, treasury, post-retirement benefits,
litigation and the elimination of unrealised intercompany profit in
inventory) were directly led by the Group audit team.
Taken together, the territories and functions where we performed
our audit work accounted for 65% of consolidated revenue, 80% of
consolidated profit before tax and 76% of adjusted profit before tax.
This was before considering the contribution to our audit evidence
from performing audit work at the divisional and Group levels,
including testing of monitoring controls and disaggregated analytical
review procedures, which covers a significant portion of the Group’s
smaller and lower risk components that were not directly included in
our Group audit scope. In addition, we obtained audit evidence over
certain out-of-scope components through the procedures we
undertook at the Group’s shared service centres, encompassing
BPOs and BSCs, and over centralised IT infrastructure where
these processes are standardised.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall group materiality
How we determined it
Rationale for benchmark applied
£200 million (2014 – £215 million).
Approximately 4% of profit before tax (£10,526 million), adding back certain non-recurring items
including the re-measurement charge for the Shionogi-ViiV Healthcare contingent consideration
(£1,874 million), the re-measurement charge of the Consumer Healthcare put option (£83 million),
major restructuring costs (£1,896 million), legal costs (£221 million), equity investment
impairments (£263 million) and impairment of intangible assets (£206 million) and deducting
non-recurring net income relating to major acquisition and disposal activity (net £10,599 million).
The Group’s principal measure of earnings comprises core results, which adds back to statutory
results a number of items of income and expenditure including those detailed above. Management
uses this measure as it believes that it eliminates the volatility inherent in one-off items. We took
this measure into account in determining our materiality, except that we did not adjust profit before
tax to add back amortisation of intangible assets and certain other smaller non-core items as in our
view these are recurring items which do not introduce volatility to the Group’s earnings. Materiality
is lower than last year primarily due to the effect of lower profits in 2015.
We agreed with the Audit & Risk Committee that we would report to it misstatements identified during our audit above £10 million
(2014 – £10 million) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Going concern
Under the Listing Rules, we are required to review the directors’
statement, set out on page 130, in relation to going concern. We
have nothing to report having performed our review.
Under ISAs (UK & Ireland), we are also required to report to you if
we have anything material to add or to draw attention to in relation
to the directors’ statement about whether they considered it
appropriate to adopt the going concern basis in preparing the
Group financial statements. We have nothing material to add or
to draw attention to.
As noted in the directors’ statement, the directors have concluded
that it is appropriate to adopt the going concern basis in preparing
the Group financial statements. 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 Group 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.
GSK Annual Report 2015 135
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Independent Auditors’ report
continued
Other required reporting
Consistency of other information
Companies Act 2006 opinion
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.
ISAs (UK & Ireland) reporting
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
We have no exceptions
to report.
course of performing our audit; or
– otherwise misleading.
• the statement given by the directors on page 130, in accordance with provision C.1.1 of the UK Corporate Governance
Code (the ‘Code’), 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 position and performance, business model and
strategy is materially inconsistent with our knowledge of the Group acquired in the course of performing our audit.
We have no exceptions
to report.
• the section of the Annual Report on page 88, as required by provision C.3.8 of the Code, describing the work of the
Audit Committee does not appropriately address matters communicated by us to the Audit Committee.
We have no exceptions
to report.
The directors’ assessment of the prospects of the Group and of the principal risks that would threaten the solvency or
liquidity of the Group
Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to:
• the directors’ confirmation in the Annual Report, in accordance with provision C.2.1 of the Code, that they have
carried out a robust assessment of the principal risks facing the Group, including those that would threaten its
business model, future performance, solvency or liquidity.
We have nothing material to
add or to draw attention to.
• the disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. We have nothing material to
• the directors’ explanation in the Annual Report, in accordance with provision C.2.2 of the Code, as to how they
have assessed the prospects of the Group, over what period they have done so and why they consider that period
to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary qualifications or assumptions.
add or to draw attention to.
We have nothing material to
add or to draw attention to.
Under the Listing Rules, we are required to review the directors’ statement that they have carried out a robust assessment of the principal risks facing
the Group and the directors’ statement in relation to the longer-term viability of the Group, set out on page 52. Our review was substantially less in
scope than an audit and only consisted of making enquiries and considering the directors’ process supporting their statements; checking that the
statements are in alignment with the relevant provisions of the Code; and considering whether the statements are consistent with the knowledge
acquired by us in the course of performing our audit. We have nothing to report having performed our review.
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.
Corporate governance statement
Under the Listing Rules, we are required to review the part of the
Corporate Governance Statement relating to ten further provisions
of the UK Corporate Governance Code. We have nothing to report
having performed our review.
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 are not made. We have no exceptions to report
arising from this responsibility.
136 GSK Annual Report 2015
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 130, the directors are responsible
for the preparation of the Group 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 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.
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 2015 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
16 March 2016
Notes:
What an audit of financial statements involves
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:
(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.
• whether the accounting policies are appropriate to the Group’s
circumstances and have been consistently applied and
adequately disclosed;
(b) Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
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• the reasonableness of significant accounting estimates made
by the directors; and
• the overall presentation of the financial statements.
We primarily focus 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.
We test and examine information, using sampling and other
auditing techniques, to the extent we consider necessary to
provide a reasonable basis for us to draw conclusions. We obtain
audit evidence through testing the effectiveness of controls,
substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the
audited 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.
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GSK Annual Report 2015 137
Financial statements
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Consolidated income statement
for the year ended 31 December 2015
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
(Loss)/profit attributable to non-controlling interests
Profit attributable to shareholders
Basic earnings per share (pence)
Diluted earnings per share (pence)
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Consolidated statement of comprehensive income
for the year ended 31 December 2015
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
Deferred tax on exchange movements
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 of associates and joint ventures
Items that will not be reclassified to income statement:
Exchange movements on overseas net assets of non-controlling interests
Remeasurement gains/(losses) on defined benefit plans
Deferred tax on remeasurement gains/(losses) in defined benefit plans
Notes
6
7
8
11
12
13
14
15
15
34
34
2015
£m
23,923
(8,853)
15,070
(9,232)
(3,560)
329
7,715
10,322
104
(757)
843
14
10,526
2014
£m
23,006
(7,323)
15,683
(8,246)
(3,450)
310
(700)
3,597
68
(727)
–
30
2,968
2013
£m
26,505
(8,585)
17,920
(8,480)
(3,923)
387
1,124
7,028
61
(767)
282
43
6,647
(2,154)
(137)
(1,019)
8,372
(50)
8,422
8,372
174.3p
172.3p
2,831
75
2,756
2,831
57.3p
56.7p
5,628
192
5,436
5,628
112.5p
110.5p
2015
£m
8,372
2014
£m
2,831
2013
£m
5,628
(618)
–
–
416
(91)
(346)
36
2
–
2
(77)
(676)
8
261
(80)
189
(497)
(219)
(2)
29
(78)
(155)
58
5
(1)
(5)
18
(847)
16
(1,181)
262
(903)
(255)
–
–
367
(29)
(38)
7
(9)
1
2
15
61
(35)
847
(286)
526
587
Other comprehensive (expense)/income for the year
34
(487)
(1,750)
Total comprehensive income for the year
Total comprehensive income for the year attributable to:
Shareholders
Non-controlling interests
Total comprehensive income for the year
138 GSK Annual Report 2015
7,885
1,081
6,215
7,927
(42)
7,885
990
91
1,081
6,058
157
6,215
Consolidated balance sheet
as at 31 December 2015
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investments in associates and joint ventures
Other investments
Deferred tax assets
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
2015
£m
2014
£m
17
18
19
20
21
14
22
23
14
24
41
31
25
26
31
27
41
14
29
31
14
28
29
41
30
33
33
34
34
9,668
5,162
16,672
207
1,255
2,905
990
36,859
4,716
180
5,615
125
75
5,830
46
16,587
53,446
(1,308)
(9,191)
(153)
(1,421)
(1,344)
(13,417)
(15,324)
(1,522)
(3,229)
(420)
–
(10,656)
(31,151)
(44,568)
8,878
1,340
2,831
(1,397)
2,340
5,114
3,764
8,878
9,052
3,724
8,320
340
1,114
2,688
735
25,973
4,231
138
4,600
146
69
4,338
1,156
14,678
40,651
(2,943)
(7,958)
(404)
(945)
(1,045)
(13,295)
(15,841)
(445)
(3,179)
(545)
(9)
(2,401)
(22,420)
(35,715)
4,936
1,339
2,759
(2,074)
2,239
4,263
673
4,936
The financial statements on pages 138 to 210 were approved by the Board on 16 March 2016 and signed on its behalf by
Philip Hampton
Chairman
GSK Annual Report 2015 139
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Financial statements
continued
Consolidated statement of changes in equity
for the year ended 31 December 2015
At 1 January 2013
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
Profit for the year
Other comprehensive (expense)/income for the year
Total comprehensive income/(expense) 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
Write-down of shares held by ESOP Trusts
Share-based incentive plans
Tax on share-based incentive plans
At 31 December 2014
Profit/(loss) for the year
Other comprehensive (expense)/income for the year
Total comprehensive income/(expense) for the year
Distributions to non-controlling interests
Dividends to shareholders
Gains on transfer of net assets into Consumer Healthcare
Joint Venture
Consumer Healthcare Joint Venture put option
Changes in non-controlling interests
Loss on transfer of equity investment to investment in associate
Ordinary Shares issued
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 2015
Shareholders’ equity
Share
capital
£m
1,349
Share
premium
£m
2,022
Retained
earnings
£m
642
Other
reserves
£m
1,787
–
–
–
–
–
–
12
(25)
–
–
–
–
1,336
–
–
–
–
–
–
–
3
–
–
–
–
–
1,339
–
–
–
–
–
–
–
–
–
1
–
–
–
–
1,340
–
–
–
–
–
–
573
–
–
–
–
–
2,595
–
–
–
–
–
–
–
164
–
–
–
–
–
2,759
–
–
–
–
–
–
–
–
–
72
–
–
–
–
2,831
5,436
316
5,752
–
(3,680)
(584)
–
(1,504)
–
(80)
294
73
913
2,756
(1,626)
1,130
–
(3,843)
(58)
–
–
(238)
150
(450)
326
(4)
(2,074)
8,422
(520)
7,902
–
(3,874)
2,891
(6,204)
–
(229)
–
–
(175)
356
10
(1,397)
–
306
306
–
–
–
–
25
(45)
80
–
–
2,153
–
(140)
(140)
–
–
–
21
–
–
(245)
450
–
–
2,239
–
25
25
–
–
–
–
–
–
–
(99)
175
–
–
2,340
Non-
controlling
interests
£m
937
192
(35)
157
(238)
–
(41)
–
–
–
–
–
–
815
75
16
91
(205)
–
(28)
–
–
–
–
–
–
–
673
(50)
8
(42)
(237)
–
–
–
3,370
–
–
–
–
–
–
3,764
Total
£m
5,800
5,436
622
6,058
–
(3,680)
(584)
585
(1,504)
(45)
–
294
73
6,997
2,756
(1,766)
990
–
(3,843)
(58)
21
167
(238)
(95)
–
326
(4)
4,263
8,422
(495)
7,927
–
(3,874)
2,891
(6,204)
–
(229)
73
(99)
–
356
10
5,114
Total
equity
£m
6,737
5,628
587
6,215
(238)
(3,680)
(625)
585
(1,504)
(45)
–
294
73
7,812
2,831
(1,750)
1,081
(205)
(3,843)
(86)
21
167
(238)
(95)
–
326
(4)
4,936
8,372
(487)
7,885
(237)
(3,874)
2,891
(6,204)
3,370
(229)
73
(99)
–
356
10
8,878
140 GSK Annual Report 2015
Consolidated cash flow statement
for the year ended 31 December 2015
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
(Increase)/decrease in liquid investments
Interest received
Dividends from associates and joint ventures
Net cash inflow/(outflow) from investing activities
Cash flow from financing activities
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
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
2015
£m
2014
£m
2013
£m
8,372
(3,741)
4,631
(2,062)
2,569
(1,380)
72
(521)
236
(82)
357
(3,541)
10,246
(16)
564
(2)
99
5
6,037
(99)
73
–
–
–
(2,412)
(25)
(762)
(3,874)
(237)
233
(7,103)
2,831
3,453
6,284
(1,108)
5,176
(1,188)
39
(563)
330
(83)
205
(104)
225
(9)
1
1
63
5
(1,078)
(95)
167
(238)
(679)
1,960
(1,709)
(23)
(707)
(3,843)
(205)
(13)
(5,385)
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)
Increase/(decrease) in cash and bank overdrafts
37
1,503
(1,287)
1,473
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
4,028
(45)
1,503
5,486
5,830
(344)
5,486
5,231
84
(1,287)
4,028
4,338
(310)
4,028
3,906
(148)
1,473
5,231
5,534
(303)
5,231
GSK Annual Report 2015 141
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Notes to the financial statements
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1 Presentation of the financial statements
Description of business
GSK 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,
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
Implementation of new accounting standards
An amendment to IAS 19 ‘Defined benefit plans: Employee
contribution’ was issued in November 2013 and was implemented
by GSK from 1 January 2015. The amendment provides additional
guidance on the treatment of contributions to defined benefit
plans from employees and third parties and has no material impact
on the current period.
Financial period
These financial statements cover the financial year from 1 January
to 31 December 2015, with comparative figures for the financial
years from 1 January to 31 December 2014 and, where
appropriate, from 1 January to 31 December 2013.
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
• Consolidated balance sheet
of joint operations.
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• 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 44, ‘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.
The financial statements of entities consolidated are made up
to 31 December each year.
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.
142 GSK Annual Report 2015
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
£14 million (2014 – £22 million; 2013 – £37 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 £nil is included in turnover
(2014 – £57 million; 2013 – £78 million).
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.
2 Accounting principles and policies continued
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.
GSK Annual Report 2015 143
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Notes to the financial statements
continued
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 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
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.
144 GSK Annual Report 2015
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.
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.
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 probable. 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.
GSK Annual Report 2015 145
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Notes to the financial statements
continued
2 Accounting principles and policies continued
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, 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, foreign exchange
forward contracts and options. 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 value 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.
3 Key accounting judgements and estimates
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 2015 would have changed
the total tax charge for the year by approximately £105 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. In
calculating any such liability GSK applies a risk based approach
which takes into account, as appropriate, the probability that the
Group would be able to obtain compensatory adjustments under
international tax treaties. 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. 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.
146 GSK Annual Report 2015
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 45, ‘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 2015 provisions for legal and other disputes
amounted to £0.4 billion (2014 – £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 and other intangible assets which are not
yet available for use 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.
Business combinations
Any contingent consideration included in the consideration
payable for a business combination is recorded at fair value
at the date of acquisition. These fair values are generally based
on risk-adjusted future cash flows discounted using appropriate
interest rates. The fair values are reviewed on a regular basis,
at least annually, and any changes are reflected in the income
statement.
At 31 December 2015, the liability for contingent consideration
amounted to £3,855 million (2014 – £1,724 million) (see Note 38,
‘Acquisitions and disposals’). Of this amount, £3,409 million
(2014 – £1,684 million) arose on the acquisition of the former
Shionogi-ViiV Healthcare joint venture in 2012 and £405 million
arose on the acquisition of the Vaccines business from Novartis
in 2015.
During 2015, the Group granted a put option to Novartis in
respect of Novartis’ shareholding in the Consumer Healthcare
Joint Venture. In certain circumstances, Novartis has the right to
require GSK to acquire its 36.5% shareholding in the Consumer
Healthcare Joint Venture at a market-based valuation. This right is
exercisable in certain windows from 2018 to 2035 and may be
exercised either in respect of Novartis’ entire shareholding or in
up to four instalments. GSK has recognised a financial liability of
£6,287 million in Other non-current liabilities at 31 December
2015. This represents the present value of the estimated amount
payable by GSK in the event of full exercise of the right by Novartis
and is calculated by applying market-based multiples to forecast
future profits in accordance with the shareholder agreements.
Sensitivity analysis is given in Note 30, ‘Other non-current
liabilities’.
The assumptions relating to future cash flows and discount rates
are based on business forecasts and are therefore inherently
judgemental. Future events could cause the assumptions used
in these projections or the market-based multiples to change with
a consequent adverse effect on the future results of the Group.
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’. Where a surplus on a defined benefit
scheme arises, or there is potential for a surplus to arise from
committed future contributions, the rights of the Trustees to
prevent the Group obtaining a refund of that surplus in the future
are considered in determining whether it is necessary to restrict
the amount of the surplus that is recognised.
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 £630 million
and an increase in the annual pension cost of approximately
£24 million. The selection of different assumptions could affect
the future results of the Group.
GSK Annual Report 2015 147
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Notes to the financial statements
continued
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.
The amendment to IFRS 11 is not expected to have a material
impact on the results and financial position of the Group. The
impacts of IFRS 15, IFRS 9 and IFRS 16 on the results and
financial position of the Group are currently being assessed.
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/£
2015
2014
2013
1.53
1.37
185
1.47
1.36
177
1.65
1.24
175
1.56
1.29
187
1.57
1.18
153
1.66
1.20
174
An amendment to IFRS 11 ‘Joint arrangements’ was issued in May
2014 and will be implemented by the Group from 1 January 2016.
The amendment requires the acquisition of a joint operation that
meets the definition of a business to be accounted for in
accordance with IFRS 3 ‘Business combinations’.
IFRS 15 ‘Revenue from contracts with customers’ was issued in
May 2014 and will be implemented by the Group from 1 January
2018. The Standard provides a single, principles-based approach
to the recognition of revenue from all contracts with customers.
It focuses on the identification of performance obligations in a
contract and requires revenue to be recognised when or as those
performance obligations are satisfied.
IFRS 9 ‘Financial instruments’ was issued in its final form in July
2014 and will be implemented by the Group from 1 January 2018.
The Standard will replace the majority of IAS 39 and covers the
classification, measurement and derecognition of financial assets
and financial liabilities, impairment of financial assets and provides
a new hedge accounting model.
IFRS 16 ‘Leases’ was issued in January 2016 and will be
implemented by the Group from 1 January 2019. The Standard will
replace IAS 17 ‘Leases’ and will require lease liabilities and right of
use assets to be recognised on the balance sheet for almost all
leases.
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148 GSK Annual Report 2015
6 Segment information
Operating segments are reported based on the financial information provided to the Chief Executive Officer and the responsibilities
of the Corporate Executive Team (CET). The completion of the Novartis transaction on 2 March 2015 has changed the balance of the
Group and GSK has changed its segment reporting to reflect this. With effect from 1 January 2015, GSK has reported results under
five segments: Global Pharmaceuticals, HIV, Pharmaceuticals R&D, Vaccines and Consumer Healthcare and individual members of
the CET are responsible for each segment. Comparative information has been restated accordingly. In addition, the 2013 segment
turnover and profit have been restated to exclude the divestments completed in 2013.
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.
The Pharmaceuticals R&D segment is the responsibility of the Head of Research & Development and is reported as a separate
segment.
Corporate and other unallocated turnover and costs include the results of several Vaccines and Consumer Healthcare products
which were held for sale in a number of markets in order to meet anti-trust approval requirements, together with the costs of
corporate functions.
From 1 January 2016, the Global Pharmaceuticals and HIV segments will be combined as one operating segment: Pharmaceuticals.
Turnover by segment
Global Pharmaceuticals
HIV
Pharmaceuticals
Vaccines
Consumer Healthcare
Segment turnover
Corporate and other unallocated turnover
Divestments completed in 2013
Global Pharmaceuticals turnover by therapeutic area
Respiratory
Cardiovascular, metabolic and urology
Immuno-inflammation
Oncology
Other pharmaceuticals
Established Products
2015
£m
11,844
2,322
14,166
3,657
6,028
23,851
72
23,923
–
23,923
2015
£m
5,741
858
263
255
2,199
2,528
11,844
2014
(restated)
£m
13,950
1,498
15,448
3,159
4,312
22,919
87
23,006
–
23,006
2014
(restated)
£m
6,168
965
214
1,202
2,390
3,011
13,950
2013
(restated)
£m
15,983
1,386
17,369
3,384
4,703
25,456
146
25,602
903
26,505
2013
(restated)
£m
7,259
1,073
161
969
2,652
3,869
15,983
GSK Annual Report 2015 149
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Notes to the financial statements
continued
6 Segment information continued
Consumer Healthcare turnover by category
Wellness
Oral care
Nutrition
Skin health
2015
£m
2,970
1,866
684
508
6,028
2014
(restated)
£m
1,565
1,797
633
317
4,312
2013
(restated)
£m
1,807
1,884
627
385
4,703
During 2015, the US elements of Global Pharmaceuticals, HIV and Vaccines made sales to three wholesalers of approximately
£1,574 million (2014 – £1,478 million; 2013 – £2,071 million), £2,471 million (2014 – £2,315 million; 2013 – £2,658 million) and
£1,602 million (2014 – £1,627 million; 2013 – £1,695 million) respectively, after allocating final-customer discounts to the wholesalers.
Segment profit
Global Pharmaceuticals
HIV
Pharmaceuticals R&D
Pharmaceuticals
Vaccines
Consumer Healthcare
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
2015
£m
4,733
1,686
(2,168)
4,251
966
680
5,897
(168)
4,593
10,322
104
(757)
843
14
10,526
(2,154)
8,372
2014
(restated)
£m
6,388
977
(2,326)
5,039
997
491
6,527
67
(2,997)
3,597
68
(727)
–
30
2,968
(137)
2,831
2013
(restated)
£m
7,976
885
(2,804)
6,057
963
650
7,670
101
(743)
7,028
61
(767)
282
43
6,647
(1,019)
5,628
Other reconciling items between segment profit and operating profit comprise items not specifically allocated to segment profit.
These include impairment and amortisation of intangible assets, major restructuring charges, legal charges and expenses on the
settlement of litigation and government investigations, disposals of businesses, products and associates and certain other items related
to major acquisition and disposal activity.
Depreciation and amortisation by segment
Global Pharmaceuticals
HIV
Pharmaceuticals R&D
Pharmaceuticals
Vaccines
Consumer Healthcare
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
2015
£m
302
1
238
541
253
140
934
145
2014
(restated)
£m
298
4
161
463
224
105
792
112
2013
(restated)
£m
290
2
171
463
217
74
754
109
551
1,630
580
1,484
551
1,414
150 GSK Annual Report 2015
6 Segment information continued
PP&E, intangible asset and goodwill impairment by segment
Global Pharmaceuticals
HIV
Pharmaceuticals R&D
Pharmaceuticals
Vaccines
Consumer Healthcare
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
Global Pharmaceuticals
HIV
Pharmaceuticals R&D
Pharmaceuticals
Vaccines
Consumer Healthcare
Segment impairment reversals
Corporate and other unallocated impairment reversals
Total impairment reversals
Net assets by segment
Global Pharmaceuticals
HIV
Pharmaceuticals R&D
Pharmaceuticals
Vaccines
Consumer Healthcare
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
2015
£m
57
–
105
162
17
5
184
18
385
587
2015
£m
(8)
–
(10)
(18)
–
(4)
(22)
(2)
(24)
2015
£m
7,257
(1,536)
615
6,336
8,884
4,154
19,374
(136)
19,238
(10,727)
207
(28)
142
46
8,878
2014
(restated)
£m
52
2
24
78
1
16
95
3
153
251
2014
(restated)
£m
(39)
–
(23)
(62)
–
(14)
(76)
–
(76)
2014
(restated)
£m
10,736
301
542
11,579
5,681
3,110
20,370
(3,722)
16,648
(14,377)
340
(267)
1,436
1,156
4,936
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2013
(restated)
£m
35
–
22
57
2
11
70
–
799
869
2013
(restated)
£m
(18)
–
(2)
(20)
–
(4)
(24)
–
(24)
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The HIV segment includes the Shionogi-ViiV Healthcare contingent consideration liability of £3,409 million (2014 – £1,684 million).
The Consumer Healthcare segment includes the put option liability of £6,287 million (2014 – £nil).
GSK Annual Report 2015 151
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Notes to the financial statements
continued
6 Segment information continued
Geographical information
The UK is regarded as being the Group’s country of domicile.
Turnover by location of customer
UK
US
International
External turnover
Turnover by location of subsidiary
UK
US
International
Turnover including inter-segment turnover
UK
US
International
Inter-segment turnover
UK
US
International
External turnover
Operating profit by location
UK
US
International
Total operating profit
Non-current assets by location
UK
US
International
Non-current assets
2015
£m
1,106
8,222
14,595
23,923
2015
£m
3,146
13,273
17,385
33,804
1,751
4,934
3,196
9,881
1,395
8,339
14,189
23,923
2015
£m
8,243
4,307
(2,228)
10,322
2015
£m
6,967
7,524
17,474
31,965
2014
(restated)
£m
1,100
7,409
14,497
23,006
2013
(restated)
£m
1,480
8,770
16,255
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
2013
£m
568
3,063
3,397
7,028
2014
£m
3,518
10,768
17,227
31,513
1,994
3,432
3,081
8,507
1,524
7,336
14,146
23,006
2014
£m
414
1,375
1,808
3,597
2014
£m
6,688
6,512
8,431
21,631
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.
152 GSK Annual Report 2015
7 Other operating income
Impairment of equity investments
Disposal of equity investments
Disposal of businesses and assets
Fair value remeasurements on contingent consideration
recognised in business combinations
Remeasurement of Consumer Healthcare put option liability
Fair value adjustments on derivative financial instruments
Other income/(expense)
2015
£m
(263)
342
9,661
(1,965)
(83)
2
21
7,715
2014
£m
(25)
155
244
(770)
–
(313)
9
(700)
2013
£m
(70)
38
1,413
(251)
–
12
(18)
1,124
Disposal of businesses and assets in 2015 included the disposal of the Oncology business to Novartis for £9,228 million and
£200 million for the divestment of ofatumumab, and in 2014 included the gain on the disposal of Treximet. Fair value remeasurements
on contingent consideration recognised in business combinations comprised £1,874 million related to the acquisition of the former
Shionogi-ViiV Healthcare joint venture and £91 million, net of hedging gains, related to the acquisition of the Vaccines business
from Novartis.
Fair value adjustments on derivative financial instruments arise from foreign exchange forward contracts and options taken out to
hedge against foreign currency movements when sales and purchases are denominated in foreign currencies (see Note 41, ‘Financial
instruments and related disclosures’). In 2014 this included an unrealised loss of £299 million arising from a number of forward exchange
contracts entered into following announcement of the proposed Novartis transaction to protect the Sterling value of the net US dollar
proceeds due to the Group on completion of the transaction.
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GSK Annual Report 2015 153
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Notes to the financial statements
continued
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, net of reversals
Net foreign exchange losses/(gains)
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)
2015
£m
8,030
1,059
376
892
346
738
217
47
7,602
488
(65)
101
8
7
32.5
2014
£m
7,520
671
325
780
18
704
157
(18)
6,334
389
(169)
133
8
5
33.7
2013
£m
7,591
808
371
732
100
682
745
41
7,290
338
(43)
127
12
2
25.7
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 £1,891 million (2014 – £750 million; 2013 – £517 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
2015
£m
7.1
16.1
4.3
27.5
0.3
3.2
1.1
0.4
32.5
2015
£m
0.3
–
2014
£m
4.9
11.2
4.0
20.1
0.6
4.5
8.0
0.5
33.7
2014
£m
0.3
–
2013
£m
5.1
11.0
3.9
20.0
0.6
3.3
1.5
0.3
25.7
2013
£m
0.4
–
154 GSK Annual Report 2015
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
2015
£m
6,132
633
467
349
449
8,030
2014
£m
5,879
639
403
346
253
7,520
2013
£m
6,262
685
170
319
155
7,591
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. 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
2015
£m
307
26
4
12
349
2014
£m
302
20
3
21
346
2013
£m
243
47
4
25
319
2015
Number
37,025
52,121
12,046
101,192
2014
Number
31,726
54,618
12,358
98,702
2013
Number
31,586
55,660
12,571
99,817
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 2015
was nil (2014 – 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
2015
£m
23
2
3
18
46
2014
£m
19
3
3
13
38
2013
£m
23
3
3
13
42
GSK Annual Report 2015 155
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Notes to the financial statements
continued
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10 Major restructuring costs
Major restructuring costs charged in arriving at operating profit include restructuring costs arising under the Major Change programme
initiated in 2013, under the Pharmaceuticals Restructuring Programme announced in October 2014 and following the Novartis transaction,
completed in 2015.
For 2015, GSK is reporting these programmes together as one combined programme and the total restructuring costs of £1.9 billion
in 2015 were incurred in the following areas:
• Restructuring of the Pharmaceuticals business in North America, Emerging Markets and Europe leading to staff reductions in sales
force and administration.
• Restructuring of the R&D organisation, predominantly in the United Kingdom, North America and Japan.
• Projects to simplify or eliminate processes leading to staff reductions in support functions.
• Transformation of the Manufacturing and Vaccines businesses to deliver a step change in quality, cost and productivity.
• The integration of the Novartis Consumer Healthcare business to the new Consumer Healthcare Joint Venture.
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
2015
£m
(718)
44
(419)
(51)
(747)
(1,891)
2014
£m
(267)
4
–
(15)
(472)
(750)
2013
£m
(179)
11
(60)
(5)
(284)
(517)
Asset impairments of £419 million (2014 – £nil; 2013 – £60 million) and other non-cash charges totalling £51 million (2014 –
£15 million; 2013 – £5 million) are non-cash items, principally fixed asset write downs in manufacturing and research facilities and
accelerated depreciation where asset lives in R&D 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.
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11 Finance income
Interest income arising from:
cash and cash equivalents
available-for-sale investments
derivatives at fair value through profit or loss
loans and receivables
Fair value adjustments on derivatives at fair value through profit or loss
2015
£m
71
1
24
3
5
104
2014
£m
2013
£m
56
1
–
9
2
68
55
2
–
2
2
61
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.
156 GSK Annual Report 2015
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
Reclassification of cash flow hedge from other comprehensive income
Unwinding of discounts on provisions
Movements on amounts owed to non-controlling interests
Other finance expense
2015
£m
(655)
(64)
–
–
(6)
(2)
(16)
–
(14)
(757)
2014
£m
(665)
(23)
10
(5)
(15)
–
(15)
–
(14)
(727)
2013
£m
(708)
(18)
(37)
36
(2)
–
(14)
(2)
(22)
(767)
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
The Group’s share of after tax profits and losses of associates and joint ventures is set out below:
Share of after tax profits of associates
Share of after tax losses of joint ventures
2015
£m
16
(2)
14
2014
£m
38
(8)
30
2013
£m
45
(2)
43
At 31 December 2015, the Group held one significant associate, Theravance, Inc. (now Innoviva, Inc.). This investment has been
accounted for as an investment in an associate since 1 September 2015, as described in Note 20 ‘Investments in associates and joint
ventures’. Previously it was included in Other investments. The Group’s share of after tax profits of associates includes a loss of
£8 million in respect of Theravance (now Innoviva).
In March 2015, the Group divested half of its shareholding in Aspen Pharmacare Holdings Limited and ceased to account for the
remaining investment as an associate. The investment in Aspen is now included in Other investments (Note 21). In 2014 and 2013,
Aspen was the Group’s only significant associate. Summarised income statement information in respect of Aspen is set out below
for the periods in which the Group accounted for its investment in Aspen as an associate. The Group’s 2015 share of after tax
profits of associates and other comprehensive income includes a profit of £10 million and other comprehensive income of £2 million
in respect of Aspen.
Turnover
Profit after taxation
Comprehensive income
Total comprehensive income
To 20 March
2015
£m
441
67
16
83
2014
£m
1,823
313
148
461
2013
£m
1,485
247
192
439
The results of Aspen included in the summarised income statement information above represent the estimated earnings of the Aspen
group in the relevant periods, adjusted for transactions between GSK and Aspen.
Aggregated financial information in respect of other associated undertakings and joint ventures is set out below:
Share of turnover
Share of after tax profits/(losses)
Share of other comprehensive income
Share of total comprehensive income
2015
£m
188
12
25
37
2014
£m
187
(9)
–
(9)
2013
£m
225
(2)
–
(2)
The Group’s sales to associates and joint ventures were £41 million in 2015 (£85 million in 2014; £103 million in 2013).
The profit on disposal of interest in associates of £843 million in the year arose on the Group’s divestment of one half of its shareholding in
Aspen Pharmacare Holdings Limited in March 2015. This included a gain of £457 million resulting from the change in measurement basis
of the Group’s retained investment in Aspen on reclassification of the investment following the divestment. The retained investment was
transferred from Investments in associates, which are equity accounted, to Other investments, which are measured at fair value.
GSK Annual Report 2015 157
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Notes to the financial statements
continued
14 Taxation
Taxation charge based on profits for the year
UK current year charge
Rest of world current year charge
Charge in respect of prior periods
Total current taxation
Total deferred taxation
2015
£m
156
2,924
(508)
2,572
(418)
2,154
2014
£m
221
1,092
(571)
742
(605)
137
2013
£m
107
1,311
131
1,549
(530)
1,019
In 2015, GSK made payments of £111 million in UK Corporation tax. In January 2016 GSK made further payments of £100 million in relation to
UK Corporation tax. These amounts are for Corporation tax only and do not include the various other business taxes borne by GSK each year.
A significant component of the deferred tax credit for each of 2015 and prior periods arose in respect of the remeasurement of the
contingent consideration in relation to the former Shionogi-ViiV Healthcare joint venture. In 2015 the credit also included the unwind of
deferred tax liabilities on the disposal of the Group’s Oncology business to Novartis. In 2014 the credit also included recognition of a
deferred tax asset on capital losses anticipated to be utilised on completion of the Novartis transaction.
The following table reconciles the tax charge calculated at the UK statutory rate on the Group profit before tax with the actual tax charge
for the year.
Reconciliation of taxation on Group profits
Profit before tax
UK statutory rate of taxation
Differences in overseas taxation rates
Benefit of intellectual property incentives
R&D credits
Inter-company inventory profit
Impact of share-based payments
Losses not recognised/(previously unrecognised losses)
Permanent differences on disposals and acquisitions
Other permanent differences
Re-assessments of prior year estimates
Disposal of associate
Tax on unremitted earnings
Deferred tax and other adjustments on restructuring
Tax charge / tax rate
2015
£m
10,526
2,131
1,035
(286)
(38)
(16)
12
31
(248)
79
(578)
–
32
–
2,154
2015
%
20.25
9.8
(2.7)
(0.4)
(0.1)
0.1
0.3
(2.4)
0.8
(5.5)
–
0.3
–
20.5
2014
£m
2,968
638
406
(323)
(72)
(27)
31
(205)
23
264
(617)
–
19
–
137
2014
%
21.5
13.7
(10.9)
(2.4)
(0.9)
1.0
(6.9)
0.8
8.9
(20.8)
–
0.6
–
4.6
2013
£m
6,647
1,545
196
(189)
(88)
(121)
(2)
(18)
(227)
301
(197)
(67)
20
(134)
1,019
2013
%
23.2
2.9
(2.8)
(1.3)
(1.8)
–
(0.3)
(3.4)
4.5
(3.0)
(1.0)
0.3
(2.0)
15.3
GSK has a substantial business presence in many countries around the globe. The impact of differences in overseas taxation rates arose
from profits being earned in countries with tax rates higher than the UK statutory rate, the most significant of which in 2015 were the US,
India, France and Germany. This was partially offset by the increased benefit of intellectual property incentives from the UK Patent Box and
Belgian Patent Income Deduction regimes. Such regimes provide a reduced rate of corporate income tax on profits earned from qualifying
patents. The impact of overseas tax rates was further offset by permanent differences on disposals during 2015 which were subject to the
UK ‘Substantial Shareholdings’ Exemption from tax. In 2014 the anticipated Oncology disposal resulted in the recognition of deferred tax
assets on capital losses subsequently utilised in 2015. The reduction in the benefit provided by R&D credits reflects the change in the UK
regime to record the benefit within the R&D expense in the income statement. Re-assessments of prior year estimates in 2015 include a
benefit of £498 million from the resolution of a number of tax matters in various countries.
Future tax charges , and therefore our effective tax rate, may be affected by factors such as acquisitions, disposals, restructurings, the
location of research and development activity, tax regime reforms and resolution of open matters as we continue to bring our tax affairs up
to date around the world.
Tax on items charged to equity and statement of comprehensive income
Current taxation
Share-based payments
Defined benefit plans
Deferred taxation
Share-based payments
Defined benefit plans
Exchange movements
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
2015
£m
22
30
52
(12)
(110)
–
–
(55)
(177)
(125)
2014
£m
55
–
55
(59)
262
(2)
(1)
(20)
180
235
2013
£m
31
–
31
42
(286)
–
1
(22)
(265)
(234)
All of the above items have been charged to the statement of comprehensive income except for tax on share based payments.
158 GSK Annual Report 2015
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. GSK’s biggest risk with respect
to taxation is that different tax authorities will seek to attribute further profit to activities being undertaken in their jurisdiction potentially
resulting in double taxation. While GSK applies OECD established principles in matching the profit generated by each legal entity to the
risk borne and value being added by each part of the value chain, this is inherently subjective and can be challenged by tax authorities.
This gives rise to complexity and delay in resolving audits with revenue authorities as to the profits on which individual Group companies
are liable to tax. In calculating the tax liability of the Group, GSK applies a risk based approach to determine the transactions most likely
to be subject to challenge and the probability that the Group would be able to obtain compensatory adjustments under international tax
treaties.
There continues to be a significant international focus on tax reform – including the OECD’s “BEPS” project, and European Commission
initiatives such as the proposed ‘Anti-BEPS’ Directive and the increased use of fiscal state aid investigations. Together with domestic
initiatives around the world, these may result in significant changes to established tax principles and an increase in tax authority disputes.
In turn, this could affect adversely our effective tax rate or result in higher cash tax liabilities.
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 £16 billion (2014 – £20 billion). UK legislation
relating to company distributions provides for exemption from tax for most overseas profits, subject to certain exceptions. Provision
for deferred tax liabilities of £180 million (2014 – £147 million) has been made in respect of withholding taxation that would arise on
the distribution of profits by certain overseas subsidiaries. The unremitted profits on which deferred tax has not been provided is
£1.5 billion (2014 – £1.6 billion). Deferred tax on distribution of these profits has not been provided 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.
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Movement in deferred tax assets and liabilities
At 1 January 2015
Exchange adjustments
Credit/(charge) to income statement
Charge to equity
Charge to statement of
comprehensive income
Acquisitions and disposals
At 31 December 2015
Accelerated
capital
allowances
£m
(446)
16
102
–
Intangible
assets
£m
(1,056)
3
296
–
Contingent
consideration
£m
404
–
185
–
Intra-group
profit
£m
684
26
63
–
Pensions &
other post
employment
benefits
£m
1,069
23
(31)
–
–
(18)
(346)
–
(1,477)
(2,234)
–
201
790
–
52
825
(110)
38
989
Share
option
and award
schemes
£m
124
–
(20)
(12)
Other
net
temporary
differences
£m
1,049
16
147
–
Total
£m
2,243
84
418
(12)
–
–
92
(56)
14
1,170
(166)
(1,184)
1,383
Tax
losses
£m
415
–
(324)
–
–
6
97
Recognised tax losses comprise £97 million trading losses (2014 – £210 million trading losses, £205 million capital losses).
Other net temporary differences include accrued expenses for which a tax deduction is only available on a paid basis.
Deferred tax assets are recognised in those territories where it is probable that the Group will continue to generate taxable profits in
the future against which those assets can be utilised.
After offsetting deferred tax assets and liabilities where appropriate within territories, the net deferred tax asset comprises:
Deferred tax assets
Deferred tax liabilities
2015
£m
2,905
(1,522)
1,383
2014
£m
2,688
(445)
2,243
GSK Annual Report 2015 159
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Notes to the financial statements
continued
14 Taxation continued
Unrecognised tax losses
Trading losses expiring:
Within 10 years
More than 10 years
Available indefinitely
At 31 December
Capital losses
At 31 December
2015
£m
354
812
58
1,224
2015
£m
2,771
2,771
2014
£m
186
723
–
909
2014
£m
2,760
2,760
Deferred tax assets are recognised where it is probable that future taxable profit will be available to utilise losses. The amount of
unrecognised capital losses for 2014 has been revised following a reassessment of available losses for which deferred tax was not
recognised.
15 Earnings per share
Basic earnings per share
Diluted earnings per share
2015
pence
174.3
172.3
2014
pence
57.3
56.7
2013
pence
112.5
110.5
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
16 Dividends
2015
millions
4,831
57
4,888
2014
millions
4,808
57
4,865
2013
millions
4,831
88
4,919
First interim
Second interim
Third interim
Fourth interim
Total
Paid/payable
9 July 2015
1 October 2015
14 January 2016
14 April 2016
Special dividend
14 April 2016
Dividend
per share
(pence)
19
19
19
23
80
20
2015
Total
dividend
£m
920
919
919
1,113
3,871
968
Dividend
per share
(pence)
Paid
2014
Total
dividend
£m
Dividend
per share
(pence)
Paid
10 July 2014
2 October 2014
8 January 2015
9 April 2015
19
19
19
23
80
11 July 2013
916
918 3 October 2013
9 January 2014
924
1,111
10 April 2014
3,869
18
18
19
23
78
2013
Total
dividend
£m
878
864
910
1,099
3,751
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 2015 financial statements recognise
those dividends paid in 2015, namely the third and fourth interim dividends for 2014, and the first and second interim dividends for 2015.
The amounts recognised in each year are as follows:
Dividends to shareholders
2015
£m
3,874
2014
£m
3,843
2013
£m
3,680
160 GSK Annual Report 2015
17 Property, plant and equipment
Cost at 1 January 2014
Exchange adjustments
Additions
Capitalised borrowing costs
Disposals and write-offs
Reclassifications
Transfer to assets held for sale
Cost at 31 December 2014
Exchange adjustments
Additions through business combinations
Other additions
Capitalised borrowing costs
Disposals and write-offs
Reclassifications
Transfer to assets held for sale
Cost at 31 December 2015
Depreciation at 1 January 2014
Exchange adjustments
Charge for the year
Disposals and write-offs
Transfer to assets held for sale
Depreciation at 31 December 2014
Exchange adjustments
Charge for the year
Disposals and write-offs
Transfer to/(from) assets held for sale
Depreciation at 31 December 2015
Impairment at 1 January 2014
Exchange adjustments
Disposals and write-offs
Impairment losses
Reversal of impairments
Impairment at 31 December 2014
Exchange adjustments
Disposals and write-offs
Impairment losses
Reversal of impairments
Transfer to assets held for sale
Impairment at 31 December 2015
Total depreciation and impairment at 31 December 2014
Total depreciation and impairment at 31 December 2015
Net book value at 1 January 2014
Net book value at 31 December 2014
Net book value at 31 December 2015
Land and
buildings
£m
6,793
(85)
38
–
(62)
211
(91)
6,804
(48)
310
95
–
(74)
228
(10)
7,305
(2,542)
28
(212)
27
18
(2,681)
16
(291)
54
(12)
(2,914)
(159)
–
30
(34)
47
(116)
(8)
7
(162)
5
–
(274)
(2,797)
(3,188)
4,092
4,007
4,117
Plant,
equipment
and vehicles
£m
9,944
(122)
252
–
(322)
454
(36)
10,170
(92)
285
242
–
(340)
557
(47)
10,775
Assets in
construction
£m
2,116
(42)
971
16
(3)
(677)
–
2,381
(42)
103
1,099
19
(15)
(875)
–
2,670
(6,926)
70
(568)
250
23
(7,151)
41
(601)
275
21
(7,415)
(291)
4
25
(45)
28
(279)
1
16
(177)
19
47
(373)
(7,430)
(7,788)
2,727
2,740
2,987
–
–
–
–
–
–
–
–
–
–
–
(63)
–
1
(15)
1
(76)
1
–
(31)
–
–
(106)
(76)
(106)
2,053
2,305
2,564
Total
£m
18,853
(249)
1,261
16
(387)
(12)
(127)
19,355
(182)
698
1,436
19
(429)
(90)
(57)
20,750
(9,468)
98
(780)
277
41
(9,832)
57
(892)
329
9
(10,329)
(513)
4
56
(94)
76
(471)
(6)
23
(370)
24
47
(753)
(10,303)
(11,082)
8,872
9,052
9,668
Following the completion of the Novartis transaction, the Group revised its segmental reporting and allocation of costs and assets.
As part of this process, a review has been conducted to ensure consistent and appropriate classification and reporting across the Group
and its segments which has resulted in a number of classification adjustments within property, plant and equipment. This reclassification
has no impact on the net book value of property, plant and equipment reported at each year-end or the income statement for any year
but, within the stated total for PP&E, has reduced the opening balance of assets in construction at 1 January 2014 by £401 million and
increased the opening balances of land and buildings and plant, equipment and vehicles by £183 million and £218 million, respectively,
with equivalent adjustments to the reclassifications reported in 2014.
GSK Annual Report 2015 161
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Notes to the financial statements
continued
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17 Property, plant and equipment continued
The net book value at 31 December 2015 of the Group’s land and buildings comprises freehold properties £3,155 million (2014 –
£3,160 million), properties with leases of 50 years or more £327 million (2014 – £336 million) and properties with leases of less
than 50 years £196 million (2014 – £162 million).
Included in land and buildings at 31 December 2015 are leased assets with a cost of £756 million (2014 – £733 million), accumulated
depreciation of £233 million (2014 – £226 million), impairment of £nil (2014 – £9 million) and a net book value of £523 million
(2014 – £498 million). Included in plant, equipment and vehicles at 31 December 2015 are leased assets with a cost of £31 million
(2014 – £68 million), accumulated depreciation of £27 million (2014 – £17 million), impairment of £nil (2014 – £2 million) and
a net book value of £4 million (2014 – £49 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 9%. The net impairment losses have been charged to cost of sales £109 million
(2014 – £36 million), R&D £63 million (2014 – £11 million) and SG&A £174 million (2014 – £47 million), and include £327 million
(2014 – £nil) 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 2015 of assets for which impairments have been charged or reversed in the year was £138 million
(2014 – £225 million).
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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
2015
£m
3,724
66
1,372
–
–
5,162
3,724
5,162
2014
£m
4,205
34
–
(511)
(4)
3,724
4,205
3,724
During 2015, GSK divested to Novartis its marketed Oncology portfolio, acquired Novartis’ Vaccines business (excluding influenza
vaccines) and created the Consumer Healthcare Joint Venture with Novartis over which GSK has control with an equity interest
of 63.5%.
The acquisitions resulted in the recognition of additional goodwill which was allocated to Vaccines (£576 million) and Consumer
Healthcare (£774 million). The disposal of the Oncology business resulted in a transfer of goodwill to assets held for sale in 2014 and
a reduction in goodwill in Global Pharmaceuticals of £497 million. This disposal was completed in 2015.
The carrying value of goodwill, translated at year-end exchange rates, is allocated to the following cash generating units:
Global Pharmaceuticals
HIV
Vaccines
Consumer Healthcare
Net book value at 31 December
2015
£m
2,826
126
1,003
1,207
5,162
2014
£m
2,774
124
487
339
3,724
The goodwill balance at 31 December 2014 has been reallocated to reflect the revised cash generating units for 2015.
162 GSK Annual Report 2015
.
18 Goodwill continued
The recoverable amounts of the cash generating units are assessed using a fair value less costs of disposal model. Fair value less costs
of disposal is calculated using a discounted cash flow approach, with a post-tax discount rate applied to the projected risk-adjusted
post-tax cash flows and terminal value.
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. 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 Global Pharmaceuticals, HIV, Vaccines and
Consumer Healthcare cash generating units are as follows:
Valuation basis
Key assumptions
Determination of assumptions
Fair value less costs of disposal
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
Five years
Terminal growth rate and discount rate
Terminal growth rate Discount rate
Global Pharmaceuticals
HIV
Vaccines
Consumer Healthcare
1% p.a.
1% p.a.
2% p.a.
2% p.a.
7%
8.5%
7%
7%
The terminal growth rates do not exceed the long-term projected growth rates for the relevant markets, reflect the impact of future
generic competition and take account of new product launches.
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. Goodwill is monitored at the segmental level.
The Global Pharmaceuticals cash generating unit comprises a collection of smaller cash generating units including assets with indefinite lives
with a carrying value of £240 million (2014 – £595 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 £7.71 billion (2014 – £1.48 billion).
Details of indefinite life brands are given in Note 19 ‘Other intangible assets’.
GSK Annual Report 2015 163
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Notes to the financial statements
continued
19 Other intangible assets
Cost at 1 January 2014
Exchange adjustments
Capitalised development costs
Capitalised borrowing costs
Other additions
Reclassifications
Disposals and asset write-offs
Transfer to assets held for sale
Cost at 31 December 2014
Exchange adjustments
Capitalised development costs
Capitalised borrowing costs
Additions through business combinations
Other additions
Reclassifications
Disposals and asset write-offs
Transfer to assets held for sale
Cost at 31 December 2015
Amortisation at 1 January 2014
Exchange adjustments
Charge for the year
Disposals and asset write-offs
Amortisation at 31 December 2014
Exchange adjustments
Charge for the year
Disposals and asset write-offs
Transfer to assets held for sale
Amortisation at 31 December 2015
Impairment at 1 January 2014
Exchange adjustments
Impairment losses
Disposals and asset write-offs
Impairment at 31 December 2014
Exchange adjustments
Impairment losses
Disposals and asset write-offs
Transfer to assets held for sale
Impairment at 31 December 2015
Total amortisation and impairment at 31 December 2014
Total amortisation and impairment at 31 December 2015
Net book value at 1 January 2014
Net book value at 31 December 2014
Net book value at 31 December 2015
Computer
software
£m
1,631
11
–
6
179
12
(21)
–
1,818
32
–
7
–
174
90
(91)
(2)
2,028
(1,102)
(13)
(115)
17
(1,213)
(15)
(140)
73
1
(1,294)
(41)
2
(7)
4
(42)
1
(14)
16
–
(39)
(1,255)
(1,333)
488
563
695
Licences,
patents, etc.
£m
10,472
52
242
3
108
–
(9)
(587)
10,281
74
217
–
2,791
132
–
(98)
(3)
13,394
Amortised
brands
£m
419
3
–
–
–
–
–
–
422
3
–
–
–
–
–
–
(38)
387
Indefinite life
brands
£m
2,191
(6)
–
–
–
–
–
(30)
2,155
(14)
–
–
5,997
–
–
–
(64)
8,074
(2,857)
(63)
(578)
6
(3,492)
(34)
(596)
92
–
(4,030)
(1,090)
(18)
(131)
–
(1,239)
(58)
(148)
6
–
(1,439)
(4,731)
(5,469)
6,525
5,550
7,925
(123)
–
(11)
–
(134)
(1)
(2)
–
4
(133)
(140)
–
(14)
–
(154)
–
(15)
–
15
(154)
(288)
(287)
156
134
100
–
–
–
–
–
–
–
–
–
–
(77)
–
(5)
–
(82)
–
(40)
–
–
(122)
(82)
(122)
2,114
2,073
7,952
Total
£m
14,713
60
242
9
287
12
(30)
(617)
14,676
95
217
7
8,788
306
90
(189)
(107)
23,883
(4,082)
(76)
(704)
23
(4,839)
(50)
(738)
165
5
(5,457)
(1,348)
(16)
(157)
4
(1,517)
(57)
(217)
22
15
(1,754)
(6,356)
(7,211)
9,283
8,320
16,672
The net book value of computer software includes £407 million (2014 – £82 million) of internally generated costs.
The charge for impairments in the year includes the impairments of the MAGE-A3 asset and Maxinutrition. The carrying value at
31 December 2015 of intangible assets, for which impairments have been charged or reversed in the year, following those impairments
or reversals, was £308 million (2014 – £121 million).
164 GSK Annual Report 2015
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
2015
£m
532
66
140
738
2014
£m
503
86
115
704
2015
£m
143
22
52
217
2014
£m
78
7
72
157
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. 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
Menveo
Bexsero
Men ABCWY
Fluarix/FluLaval
Selzentry
Okairos technology platform
Others
2015
£m
1,585
1,083
833
819
591
333
208
167
2,306
7,925
2014
£m
1,680
1,104
–
–
–
415
223
177
1,951
5,550
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, CNS, Inc. in 2006 and the Novartis Consumer Healthcare business in
2015, 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:
Voltaren
Otrivin
Fenistil
Theraflu
Panadol
Sensodyne
Lamisil
Breathe Right
Stiefel trade name
Excedrin
Physiogel
Polident
Others
2015
£m
2,411
1,225
576
391
361
258
257
217
201
164
147
109
1,635
7,952
2014
£m
–
–
–
–
393
260
–
204
200
–
155
110
751
2,073
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 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.
GSK Annual Report 2015 165
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Notes to the financial statements
continued
20 Investments in associates and joint ventures
At 1 January
Exchange adjustments
Additions
Disposals
Transfer from/(to) other investments
Distributions received
Other movements
Profit/(loss) after tax recognised in the consolidated
income statement
Other comprehensive income recognised in the
consolidated statement of comprehensive income
At 31 December
Joint
ventures
£m
8
1
13
–
–
–
–
(2)
–
20
Associates
£m
332
2
10
(143)
146
(38)
(165)
16
27
187
2015
Total
£m
340
3
23
(143)
146
(38)
(165)
14
27
207
Joint
ventures
£m
15
(1)
2
–
–
–
–
(8)
–
8
Associates
£m
308
(18)
7
(1)
(13)
(5)
16
38
–
332
2014
Total
£m
323
(19)
9
(1)
(13)
(5)
16
30
–
340
The Group held one significant associate at 31 December 2015, Theravance, Inc., which changed its name to Innoviva, Inc. on 8 January
2016. At 31 December 2015, the Group owned 32 million shares or 27.8% of Theravance Inc. (now Innoviva Inc.), which is a
biopharmaceutical company listed on NASDAQ. The company partnered with GSK in the development of Relvar/Breo Ellipta and Anoro
Ellipta and receives royalty income from sales of these products. It is also eligible to receive royalty income from sales of vilanterol
monotherapy, if approved and commercialised, and retains a 15% economic interest in future payments made by GSK for earlier-stage
programmes partnered with Theravance Biopharma, Inc. GSK recognised Theravance as an associate on 1 September 2015, following
the expiry of a governance agreement related to the Group’s investment in the company. Under the terms of that governance agreement,
the Group was required (with certain limited exceptions) to vote its shares either in support of the recommendation of the independent
directors of the board or in proportion to other shareholders’ votes cast. The expiry of the governance agreement and removal of this
voting rights’ restriction was considered to provide the Group with the ability to exert significant influence over the activities of the
company. The investment had a market value of £229 million at 31 December 2015. Other movements primarily reflect the recognition
of GSK’s share of Theravance’s past losses on the transfer of Theravance to investments in associates.
At 31 December 2014, the Group’s only significant investment in associate was its holding of 12.4% in Aspen Pharmacare Holdings
Limited. In March 2015, the Group sold half of its holding in Aspen. As a result, the Group no longer has the ability to exert significant
influence over Aspen, and the Group’s remaining investment in Aspen is accounted for in Other investments.
Summarised balance sheet information, based on preliminary results information, in respect of Theravance (now Innoviva) at
31 December 2015 and Aspen at 31 December 2014 is set out below:
Theravance
At 31 December
2015
£m
143
146
(9)
(513)
(233)
2015
£m
(65)
64
113
112
Aspen
At 31 December
2014
£m
2,336
1,791
(909)
(1,955)
1,263
2014
£m
157
117
–
274
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net (liabilities)/assets
Interest in associated undertaking
Goodwill
Fair value and other adjustments
Carrying value at 31 December
166 GSK Annual Report 2015
21 Other investments
At 1 January
Exchange adjustments
Additions
Fair value gain on reclassification from investment in associate
Other net fair value movements
Impairment losses
Transfer to investments in associates and joint ventures
Disposals
At 31 December
2015
£m
1,114
38
120
457
323
(258)
(146)
(393)
1,255
2014
£m
1,202
63
95
–
(16)
(25)
–
(205)
1,114
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 £987 million (2014 – £892 million), the increase arising from additions, fair value adjustments and the transfer of the
Group’s investment in Aspen Pharmacare Holdings Limited from Investments in associates to Other investments, offset by the transfer
of the Group’s investment in Theravance, Inc. to Investments in associates and disposals and impairments, principally relating to Aspen.
At 31 December 2015, the Group held 22.1% of the common stock of Theravance Biopharma, Inc. The Group’s investment in
Theravance Biopharma is accounted for as an equity investment as the Group does not have the power to exert significant influence over
the activities of the company. In 2014, the Group and Theravance Biopharma entered into a governance agreement which expires in
2017. Under this agreement, the Group does not have the right to appoint a director to the Theravance Biopharma board and must (with
certain limited exceptions) vote its shares either in support of the recommendation of the independent directors of the board or in
proportion to other shareholders’ votes cast.
On 1 September 2015, a similar governance agreement with another investee, Theravance, Inc. (now Innoviva, Inc.) expired. The expiry
of this agreement was considered to provide the Group with the ability to exert significant influence over the activities of the company
and the Group has therefore accounted for its shareholding as an investment in an associate since that date.
In March 2015, the Group sold half of its shareholding in Aspen Pharmacare Holdings Limited, an investment which it had previously
accounted for as an associate. As a result of the sale, the Group was no longer considered to have the ability to exert significant
influence over Aspen and the Group’s remaining investment was transferred from Investments in associates to Other investments.
At 31 December 2015, this investment had a fair value of £383 million.
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.
The carrying value at 31 December of Other investments which have been impaired is 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
2015
£m
1,049
(549)
279
779
2015
£m
477
258
255
990
2014
£m
558
(420)
268
406
2014
£m
447
93
195
735
GSK Annual Report 2015 167
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Notes to the financial statements
continued
23 Inventories
Raw materials and consumables
Work in progress
Finished goods
24 Trade and other receivables
Trade receivables, net of provision for bad and doubtful debts
Accrued income
Other prepayments
Interest receivable
Employee loans and advances
Other receivables
2015
£m
1,563
1,453
1,700
4,716
2015
£m
3,824
55
307
9
36
1,384
5,615
2014
£m
1,156
1,604
1,471
4,231
2014
£m
3,556
37
252
9
28
718
4,600
Trade receivables included £8 million (2014 – £28 million) due from associates and joint ventures. Other receivables included £nil
(2014– £8 million) due from associates and joint ventures. The increase in other receivables primarily arises from the Novartis
transaction.
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p
o
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n
a
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c
e
&
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m
u
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e
r
a
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i
o
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i
F
n
a
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c
a
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l
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t
a
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m
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n
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f
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a
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i
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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
26 Assets held for sale
Property, plant and equipment
Goodwill
Other intangibles
Inventory
Other
2015
£m
142
(2)
45
(17)
(1)
167
2015
£m
1,114
4,716
5,830
2015
£m
32
–
5
15
(6)
46
2014
£m
137
(3)
22
(13)
(1)
142
2014
£m
1,313
3,025
4,338
2014
£m
60
511
543
42
–
1,156
Non-current assets and disposal groups 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 highly probable. They are held at the lower of carrying amount and fair
value less costs to sell.
Included within Assets held for sale are assets which were written down to fair value less costs to sell of £36 million (2014 – £26 million).
The valuation methodology uses significant inputs which are not based on observable market data, therefore, this valuation is classified as
level 3 in the fair value hierarchy.
168 GSK Annual Report 2015
27 Trade and other payables
Trade payables
Wages and salaries
Social security
Other payables
Deferred income
Customer return and rebate accruals
Contingent consideration
Other accruals
2015
£m
3,120
1,069
118
368
73
2,056
306
2,081
9,191
2014
£m
2,790
957
91
301
62
1,774
105
1,878
7,958
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 £1,464 million (2014 – £1,308 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 £17 million (2014 – £9 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 pension 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
2015
£m
177
96
135
59
467
345
36
59
440
27
467
2014
£m
125
85
123
70
403
267
34
70
371
32
403
2013
£m
139
95
111
(175)
170
283
30
(175)
138
32
170
The net reduction in the post-retirement healthcare schemes cost in 2013 arises from the restructuring of US post-retirement medical
obligations. For further details see page 171.
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
2015
£m
143
225
72
440
2014
£m
117
194
60
371
2013
£m
104
27
7
138
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.
GSK Annual Report 2015 169
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m
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I
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f
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a
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S
t
r
a
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c
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p
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G
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c
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&
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m
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i
F
n
a
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c
a
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s
t
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m
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Notes to the financial statements
continued
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 S2 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 US, mortality rates are calculated using the RP2014 white collar table adjusted to reflect recent experience.
These rates are projected using scale BB-2D to allow for future improvements in life expectancy.
The average life expectancy assumed now for an individual at the age of 60 and projected to apply in 2035 for an individual then at the
age of 60 is as follows:
Current
Projected for 2035
Male
Years
27.8
29.7
UK
Female
Years
29.9
32.0
Male
Years
27.1
28.8
US
Female
Years
28.8
30.5
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.
The Pension Plans are exposed to risk that arises because the estimated market value of the Plans’ assets might decline, the investment
returns might reduce, or the estimated value of the Plans’ liabilities might increase.
In line with the agreed mix of return seeking assets to generate future returns and liability matching assets to better match future pension
obligations, the Group has defined an overall long-term investment strategy for the Plans, with investments across a broad range of
assets. The main market risks within the asset and hedging portfolio are against credit risk, interest rates, long-term inflation, equities,
property, and bank counterparty risk.
The Plan liabilities are a series of future cash flows with relatively long duration. On an IAS 19R basis, these cash flows are sensitive to
changes in the expected long-term inflation rate and the discount rate (AA corporate bond yield curve) where an increase in long-term
inflation corresponds with an increase in the liabilities, and an increase in the discount rate corresponds with a decrease in the liabilities.
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 US 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 US.
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
2015
% pa
2.00
3.80
3.10
n/a
3.10
2014
% pa
2.00
3.60
3.00
n/a
3.00
UK
2013
% pa
2.00
4.50
3.40
n/a
3.40
2015
% pa
4.00
4.20
n/a
3.20
2.25
2014
% pa
4.00
3.80
n/a
3.00
2.25
US
2013
% pa
4.00
4.60
n/a
4.20
2.25
2015
% pa
2.70
2.20
2.00
0.60
1.40
Rest of World
2014
% pa
2.60
2.00
2.00
0.50
1.40
2013
% pa
2.80
3.40
2.10
0.90
1.80
170 GSK Annual Report 2015
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 2015
in relation to the defined benefit pension and post-retirement healthcare schemes were as follows:
US
£m
Rest of World
£m
Pensions
Group
£m
Post-retirement
benefits
Group
£m
2015
Amounts charged to operating profit
Current service cost
Past service cost/(credit)
Net interest cost
Gains from settlements
Expenses
UK
£m
131
25
14
–
7
177
67
2
22
1
4
96
110
(10)
13
(9)
4
108
308
17
49
(8)
15
381
Remeasurements recorded in the statement of
comprehensive income
82
(30)
147
199
2014
Amounts charged to operating profit
Current service cost
Past service cost/(credit)
Net interest (credit)/cost
Gains from settlements
Expenses
UK
£m
119
7
(7)
–
6
125
US
£m
Rest of World
£m
Pensions
Group
£m
Post-retirement
benefits
Group
£m
66
1
14
–
4
85
90
(11)
14
(4)
2
91
275
(3)
21
(4)
12
301
24
(8)
54
–
–
70
Remeasurements recorded in the statement of
comprehensive income
(629)
(223)
(244)
(1,096)
(85)
US
£m
Rest of World
£m
Pensions
Group
£m
Post-retirement
benefits
Group
£m
2013
Amounts charged to operating profit
Current service cost
Past service cost/(credit)
Net interest cost
Expenses
UK
£m
117
4
12
6
139
74
–
17
4
95
89
(31)
17
4
79
280
(27)
46
14
313
Remeasurements recorded in the statement of
comprehensive income
349
257
74
680
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 for both active and retired members under the age of 65.
The amounts included within past service costs include £25 million (2014 – £7 million; 2013 – £nil) of augmentation costs arising from
major restructuring programmes (see Note 29, ‘Other provisions’).
GSK Annual Report 2015 171
22
(8)
52
(7)
–
59
62
37
(273)
61
–
(175)
167
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I
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f
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S
t
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c
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m
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F
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Notes to the financial statements
continued
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
2015
£m
258
(1,842)
(1,387)
(3,229)
2014
£m
93
2013
£m
330
(1,782)
(1,397)
(3,179)
(943)
(1,246)
(2,189)
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 2015
Equities:
Property:
Corporate bonds:
– listed
– unlisted
– unlisted
– listed
– unlisted
Government bonds: – listed
Insurance contracts
Other assets
Fair value of assets
Present value of scheme obligations
Net obligation
Included in Other non-current assets
Included in Pensions and other post-employment benefits
Actual return on plan assets
UK
£m
6,646
481
302
251
232
5,780
755
(2,572)
11,875
(12,192)
(317)
232
(549)
(317)
1
US
£m
1,235
–
175
727
–
184
–
180
2,501
(3,134)
(633)
–
(633)
(633)
(30)
Rest of World
£m
355
1
8
76
2
664
439
205
1,750
(2,384)
(634)
26
(660)
(634)
23
Group
£m
8,236
482
485
1,054
234
6,628
1,194
(2,187)
16,126
(17,710)
(1,584)
258
(1,842)
(1,584)
(6)
The index-linked gilts held as part of the UK repo programme are included in government bonds. The related loan is included within
‘Other assets’ at a value of £2,215 million (2014 – £(537) million; 2013 – £(407) million).
UK
£m
6,734
247
256
1,403
247
2,489
803
(127)
12,052
(12,492)
(440)
72
(512)
(440)
977
US
£m
1,203
–
146
921
–
152
–
109
2,531
(3,133)
(602)
–
(602)
(602)
99
Rest of World
£m
325
9
4
97
25
603
378
88
1,529
(2,176)
(647)
21
(668)
(647)
181
Group
£m
8,262
256
406
2,421
272
3,244
1,181
70
16,112
(17,801)
(1,689)
93
(1,782)
(1,689)
1,257
At 31 December 2014
Equities:
Property:
Corporate bonds:
– listed
– unlisted
– unlisted
– listed
– unlisted
Government bonds: – listed
Insurance contracts
Other assets
Fair value of assets
Present value of scheme obligations
Net obligation
Included in Other non-current assets
Included in Pensions and other post-employment benefits
Actual return on plan assets
172 GSK Annual Report 2015
28 Pensions and other post-employment benefits continued
At 31 December 2013
Equities:
Property:
Corporate bonds:
– listed
– unlisted
– unlisted
– listed
– unlisted
Government bonds: – listed
Insurance contracts
Other assets
Fair value of assets
Present value of scheme obligations
Net asset/(obligation)
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 2013
Exchange adjustments
Interest income
Expenses
Remeasurement
Employer contributions
Scheme participants’ contributions
Benefits paid
Assets at 31 December 2013
Exchange adjustments
Interest income
Expenses
Settlements and curtailments
Remeasurement
Employer contributions
Scheme participants’ contributions
Benefits paid
Assets at 31 December 2014
Exchange adjustments
Additions through business combinations
Interest income
Expenses
Settlements and curtailments
Remeasurement
Employer contributions
Scheme participants’ contributions
Benefits paid
Assets at 31 December 2015
UK
£m
6,474
–
254
1,484
–
2,376
775
(119)
11,244
(11,132)
112
292
(180)
112
1,383
US
£m
1,202
–
131
531
–
320
–
330
2,514
(2,793)
(279)
–
(279)
(279)
218
Rest of World
£m
422
9
5
57
20
517
366
71
1,467
(1,913)
(446)
38
(484)
(446)
98
UK
£m
9,981
–
385
(6)
998
219
26
(359)
11,244
–
437
(6)
–
540
202
34
(399)
12,052
–
–
374
(7)
–
(373)
218
37
(426)
11,875
US
£m
2,521
(49)
96
(4)
122
20
–
(192)
2,514
154
112
(4)
–
(13)
19
–
(251)
2,531
147
–
95
(4)
–
(125)
132
–
(275)
2,501
Rest of World
£m
1,377
(45)
45
(4)
53
104
10
(73)
1,467
(101)
47
(2)
(65)
134
102
10
(63)
1,529
(52)
233
33
(4)
(16)
(10)
112
14
(89)
1,750
Pensions
Group
£m
13,879
(94)
526
(14)
1,173
343
36
(624)
15,225
53
596
(12)
(65)
661
323
44
(713)
16,112
95
233
502
(15)
(16)
(508)
462
51
(790)
16,126
Group
£m
8,098
9
390
2,072
20
3,213
1,141
282
15,225
(15,838)
(613)
330
(943)
(613)
1,699
Post-retirement
benefits
Group
£m
–
–
–
–
–
76
15
(91)
–
–
–
–
–
–
70
10
(80)
–
–
–
–
–
–
–
82
14
(96)
–
The UK defined benefit schemes include defined contribution sections with account balances totalling £1,591 million at 31 December
2015 (2014 – £1,501 million; 2013 – £1,366 million).
During 2015, the Group made special funding contributions to the UK pension schemes totalling £85 million (2014 – £85 million;
2013 – £93 million) and £111 million (2014 – £nil; 2013 – £nil) 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 2016. 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 2016, including special funding contributions, are estimated to be approximately £540 million in respect of
defined benefit pension schemes and £80 million in respect of post-retirement benefits.
GSK Annual Report 2015 173
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&
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i
F
n
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f
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a
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S
t
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a
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c
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a
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&
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F
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a
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c
a
i
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s
t
a
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m
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f
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a
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i
o
n
Notes to the financial statements
continued
28 Pensions and other post-employment benefits continued
Movements in defined benefit obligations
Obligations at 1 January 2013
Exchange adjustments
Service cost
Past service cost
Interest cost
Other movements
Remeasurement
Scheme participants’ contributions
Benefits paid
Obligations at 31 December 2013
Exchange adjustments
Service cost
Past service cost
Interest cost
Settlements and curtailments
Other movements
Remeasurement
Scheme participants’ contributions
Benefits paid
Obligations at 31 December 2014
Exchange adjustments
Additions through business combinations
Service cost
Past service cost
Interest cost
Settlements and curtailments
Remeasurement
Scheme participants’ contributions
Benefits paid
Obligations at 31 December 2015
UK
£m
(10,298)
–
(117)
(4)
(397)
–
(649)
(26)
359
(11,132)
–
(119)
(7)
(430)
–
–
(1,169)
(34)
399
(12,492)
–
–
(131)
(25)
(388)
–
455
(37)
426
(12,192)
US
£m
(2,979)
46
(74)
–
(113)
–
135
–
192
(2,793)
(188)
(66)
(1)
(126)
–
–
(210)
–
251
(3,133)
(184)
–
(67)
(2)
(117)
(1)
95
–
275
(3,134)
Rest of World
£m
(1,914)
37
(89)
31
(62)
–
21
(10)
73
(1,913)
139
(90)
11
(61)
69
(6)
(378)
(10)
63
(2,176)
78
(397)
(110)
10
(46)
25
157
(14)
89
(2,384)
Pensions
Group
£m
(15,191)
83
(280)
27
(572)
–
(493)
(36)
624
(15,838)
(49)
(275)
3
(617)
69
(6)
(1,757)
(44)
713
(17,801)
(106)
(397)
(308)
(17)
(551)
24
707
(51)
790
(17,710)
Post-retirement
benefits
Group
£m
(1,685)
9
(37)
273
(61)
12
167
(15)
91
(1,246)
(68)
(24)
8
(54)
–
2
(85)
(10)
80
(1,397)
(64)
(11)
(22)
8
(52)
7
62
(14)
96
(1,387)
The UK defined benefit schemes include defined contribution sections with obligations totalling £1,591 million at 31 December 2015
(2014 – £1,501 million; 2013 – £1,366 million).
The defined benefit pension obligation is analysed as follows:
Funded
Unfunded
2015
£m
(17,143)
(567)
(17,710)
2014
£m
(17,350)
(451)
(17,801)
2013
£m
(15,432)
(406)
(15,838)
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% (2014 – 6.75%), grading down to 5.0% in 2022 and
thereafter. At 31 December 2015, the US post-retirement healthcare scheme obligation was £1,208 million (2014 – £1,191 million;
2013 – £1,066 million). Post-retirement benefits are unfunded.
174 GSK Annual Report 2015
28 Pensions and other post-employment benefits continued
The movement in the net defined benefit liability is as follows:
At 1 January
Exchange adjustments
Additions through business combinations
Service cost
Past service cost
Interest income/(cost)
Settlements and curtailments
Remeasurements:
Return on plan assets, excluding amounts included in interest
Gain/(loss) from change in demographic assumptions
Gain/(loss) from change in financial assumptions
Experience losses
Employer contributions
Expenses/other movements
At 31 December
The remeasurements included within post-retirement benefits are detailed below:
Gain/(loss) from change in demographic assumptions
Gain/(loss) from change in financial assumptions
Experience (losses)/gains
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i
o
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2015
£m
(1,689)
(11)
(164)
(308)
(17)
(49)
8
(508)
120
362
225
462
(15)
(1,584)
2015
£m
15
59
(12)
62
2014
£m
(613)
4
–
(275)
3
(21)
4
661
(64)
(1,578)
(115)
323
(18)
(1,689)
2014
£m
10
(120)
25
(85)
2013
£m
(1,312)
(11)
–
(280)
27
(46)
–
1,173
(89)
(118)
(286)
343
(14)
(613)
2013
£m
(1)
143
25
167
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GSK Annual Report 2015 175
Notes to the financial statements
continued
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
Sensitivity analysis
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2015
£m
5,510
7,969
4,231
17,710
2015
£m
499
887
1
1,387
2015
years
16
12
2014
£m
5,422
7,967
4,412
17,801
2014
£m
590
805
2
1,397
2014
years
16
12
2013
£m
5,053
7,137
3,648
15,838
2013
£m
545
699
2
1,246
2013
years
16
12
Effect of changes in assumptions used on the benefit obligations and on the 2016 annual defined benefit pension and post retirement
costs.
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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
24
(1)
630
40
20
2
444
36
3
64
19
375
176 GSK Annual Report 2015
29 Other provisions
At 1 January 2015
Exchange adjustments
Charge for the year
Reversed unused
Unwinding of discount
Utilised
Reclassifications and other movements
Transfer to Pension obligations
At 31 December 2015
To be settled within one year
To be settled after one year
At 31 December 2015
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 45 ‘Legal proceedings’. Provisions for legal and other
disputes include amounts relating to product liability, anti-trust,
government investigations (principally relating to the SEC/DOJ
and SFO related investigations), contract terminations, self
insurance and environmental clean-up.
The charge for the year of £257 million (£225 million net of
reversals and estimated insurance recoveries) primarily related to
provisions for product liability cases regarding Paxil and other
products, commercial disputes and various other government
investigations.
The discount on the provisions decreased by £1 million in 2015
(2014 – £nil) and was calculated using risk-adjusted projected
cash flows and risk-free rates of return. The movement in 2015
includes an increase of £1 million (2014 – £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.
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 £0.3 billion of the amount provided at 31 December
2015 will be settled within one year. At 31 December 2015, it was
expected that none (2014 – £nil) of the provision made for legal
and other disputes will be reimbursed by third party insurers. For
a discussion of legal issues, see Note 45, ‘Legal proceedings’.
Legal
and other
disputes
£m
Major
restructuring
programmes
£m
Employee
related
provisions
£m
Other
provisions
£m
520
28
257
(32)
–
(428)
7
–
352
319
33
352
527
15
718
(44)
5
(382)
2
(25)
816
692
124
816
252
3
60
–
–
(39)
(1)
–
275
133
142
275
291
5
87
(32)
11
(47)
6
–
321
200
121
321
Total
£m
1,590
51
1,122
(108)
16
(896)
14
(25)
1,764
1,344
420
1,764
Major restructuring programmes
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.
The Pharmaceuticals restructuring programme, announced in
October 2014, will rescale commercial operations, global support
functions and the relevant R&D/manufacturing operations across
Pharmaceuticals. In addition, an integration restructuring programme
was initiated in 2015, following the completion of the Novartis
transaction. All of these restructuring and integration programmes
are now reported together as one combined major restructuring
programme.
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
£25 million (2014 – £7 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 US. At 31 December 2015, the provision for these benefits
amounted to £111 million (2014 – £114 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
£98 million (2014 – £83 million), onerous property lease
provisions of £32 million (2014 – £33 million) and a number
of other provisions including vehicle insurance and regulatory
matters.
GSK Annual Report 2015 177
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Notes to the financial statements
continued
30 Other non-current liabilities
Accruals and deferred income
Contingent consideration (Note 38)
Consumer Healthcare put option liability
Other payables
2015
£m
64
3,549
6,287
756
10,656
2014
£m
92
1,619
–
690
2,401
The Consumer Healthcare put option liability relates to the ability of Novartis to put its shares in the Consumer Healthcare Joint Venture
to GSK at certain points in the future, commencing in 2018. The liability is recorded at the present value of the expected redemption
amount, calculated using a multiples approach based on the forecast revenue and earnings of the Consumer Healthcare Joint Venture.
The table below shows on an indicative basis the income statement and balance sheet sensitivity to reasonably possible changes in
either the sales forecasts or the sales multiples used in the valuation of this liability.
Increase/(decrease) in financial liability and loss/(gain) in Income statement from changes in key inputs
10% increase in sales forecasts or sales multiple applied
10% decrease in sales forecasts or sales multiple applied
Listing exchange
New York Stock Exchange
New York Stock Exchange
London Stock Exchange
New York Stock Exchange
New York Stock Exchange
London Stock Exchange
New York Stock Exchange
London Stock Exchange
New York Stock Exchange
New York Stock Exchange
London 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
31 Net debt
Current assets:
Liquid investments
Cash and cash equivalents
Short-term borrowings:
Commercial paper
Bank loans and overdrafts
Obligations under finance leases
0.7% US$ US Medium Term Note 2016
0.75% US$ US Medium Term Note 2015
3.875% € European Medium Term Note 2015
Long-term borrowings:
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
0.625% € European Medium Term Note 2019
2.85% US$ US Medium Term Note 2022
2.8% US$ US Medium Term Note 2023
1.375% € European Medium Term Note 2024
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
178 GSK Annual Report 2015
2015
£m
619
(619)
2015
£m
75
5,830
5,905
–
(435)
(23)
(850)
–
–
(1,308)
–
(1,358)
(918)
(1,869)
(1,096)
(1,351)
(841)
(726)
(546)
(592)
(985 )
(338)
(1,854)
(695)
(987)
(333)
(788)
(47)
(15,324)
(10,727)
2014
£m
69
4,338
4,407
(656)
(379)
(28)
–
(641)
(1,239)
(2,943)
(800)
(1,278)
(967)
(1,760)
(1,154)
(1,271)
(792)
(764)
(575)
(591)
(984)
(318)
(1,747)
(695)
(987)
(313)
(788)
(57)
(15,841)
(14,377)
31 Net debt continued
Current assets
Liquid investments are classified as available-for-sale investments.
At 31 December 2015, they included US Treasury Notes and
other government bonds. The effective interest rate on liquid
investments at 31 December 2015 was approximately 0.7%
(2014 – approximately 0.3%). Liquid investment balances at
31 December 2015 earning interest at floating rates amount to
£4 million (2014 – £69 million). Liquid investment balances at
31 December 2015 earning interest at fixed rates amount to
£71 million (2014 – £nil).
The effective interest rate on cash and cash equivalents at
31 December 2015 was approximately 1.3% (2014 –
approximately 1.6%). Cash and cash equivalents at
31 December 2015 earning interest at floating and fixed rates
amount to £5,654 million and £nil respectively (2014 –
£4,243 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 (£6.8 billion) US commercial paper
programme which was undrawn at 31 December 2015
(2014 – $1.0 billion (£0.7 billion) drawn). GSK also has £1.9 billion
five year committed medium-term facilities and $2.5 billion
(£1.7 billion) of 364 day committed facilities. These facilities
were put in place in September 2015 and were undrawn at
31 December 2015. Liquid investments, cash and cash
equivalents were as shown in the table on page 178.
The weighted average interest rate on current bank loans and
overdrafts at 31 December 2015 was 3.49% (2014 – 4.28%).
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
32 Contingent liabilities
Long-term borrowings
At the year-end, GSK had long-term borrowings of £15.3 billion
(2014 – £15.8 billion) of which £10 billion (2014 – £9.8 billion)
falls due in more than five years. The average effective pre-swap
interest rate of all notes in issue at 31 December 2015 was
approximately 3.9% (2014 – approximately 3.8%).
Long-term borrowings repayable after five years carry interest
at effective rates between 1.49% and 6.39%. 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 (£71 million), (2014 – $105 million
(£67 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’. In addition, £37 million
(2014 – £32 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.
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2015
£m
25
21
15
6
6
4
77
(7)
70
2014
£m
31
23
19
13
3
2
91
(6)
85
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At 31 December 2015, contingent liabilities, comprising guarantees, discounted bills and other items arising in the normal course of
business, amounted to £200 million (2014 – £185 million). At 31 December 2015, £nil (2014 – £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 2015, 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 45, ‘Legal proceedings’.
GSK Annual Report 2015 179
Notes to the financial statements
continued
33 Share capital and share premium account
Share capital authorised
At 31 December 2013
At 31 December 2014
At 31 December 2015
Share capital issued and fully paid
At 1 January 2013
Issued under employee share schemes
Share capital cancelled
At 31 December 2013
Issued under employee share schemes
At 31 December 2014
Issued under employee share schemes
At 31 December 2015
Number of shares issuable under employee share schemes
Number of unissued shares not under option
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Ordinary Shares of 25p each
Share
premium
Number
£m
£m
10,000,000,000
10,000,000,000
10,000,000,000
5,397,595,969
44,610,727
(100,000,000)
5,342,206,696
13,090,536
5,355,297,232
6,010,415
5,361,307,647
31 December 2015
000
99,833
4,538,859
2,500
2,500
2,500
1,349
12
(25)
1,336
3
1,339
1
1,340
2,022
573
–
2,595
164
2,759
72
2,831
31 December 2014
000
88,801
4,555,902
At 31 December 2015, of the issued share capital, 29,801,412 shares were held in the ESOP Trusts, 491,515,950 shares were held as
Treasury shares and 4,839,990,285 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’.
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180 GSK Annual Report 2015
34 Movements in equity
Retained earnings and other reserves amounted to £943 million at 31 December 2015 (2014 – £165 million; 2013 – £3,066 million)
of which £283 million (2014 – £337 million; 2013 – £307 million) relates to joint ventures and associated undertakings. The cumulative
translation exchange in equity is as follows:
At 1 January 2013
Exchange movements on overseas net assets
At 31 December 2013
Exchange movements on overseas net assets
Reclassification of exchange on liquidation or disposal of overseas subsidiaries
At 31 December 2014
Exchange movements on overseas net assets
At 31 December 2015
The analysis of other comprehensive income by equity category is as follows:
2015
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
Remeasurement gains on defined benefit plans
Deferred tax on remeasurement gains in defined benefit plans
Other comprehensive (expense)/income for the year
2014
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
Deferred tax on exchange movements
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
Remeasurement losses on defined benefit plans
Deferred tax on remeasurement losses in defined benefit plans
Other comprehensive (expense)/income for the year
Net translation exchange included in:
Non-
controlling
interests
£m
(98)
(35)
(133)
16
–
(117)
8
(109)
Fair value
reserve
£m
(8)
5
(3)
7
–
4
6
10
Retained
earnings
£m
846
(260)
586
(504)
(219)
(137)
(624)
(761)
Retained
earnings
£m
Other
reserves
£m
Non-
controlling
interests
£m
(624)
–
–
–
–
–
–
(77)
–
261
(80)
(520)
6
416
(91)
(346)
36
2
2
–
–
–
–
25
–
–
–
–
–
–
–
–
8
–
–
8
Retained
earnings
£m
Other
reserves
£m
Non-
controlling
interests
£m
(504)
(219)
(2)
–
–
–
–
–
–
–
18
–
(1,181)
262
(1,626)
7
–
–
29
(78)
(155)
58
(5)
5
(1)
–
–
–
–
(140)
–
–
–
–
–
–
–
–
–
–
–
16
–
–
16
Total
translation
exchange
£m
740
(290)
450
(481)
(219)
(250)
(610)
(860)
Total
£m
(618)
416
(91)
(346)
36
2
2
(77)
8
261
(80)
(487)
Total
£m
(497)
(219)
(2)
29
(78)
(155)
58
(5)
5
(1)
18
16
(1,181)
262
(1,750)
GSK Annual Report 2015 181
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n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
S
t
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a
t
e
g
c
i
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e
p
o
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t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
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e
r
a
t
i
o
n
i
F
n
a
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c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
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v
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t
o
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i
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f
o
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m
a
t
i
o
n
Notes to the financial statements
continued
34 Movements in equity continued
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
Remeasurement gains on defined benefit plans
Deferred tax on remeasurement gains in defined benefit plans
Other comprehensive income/(expense) for the year
The analysis of other reserves is as follows:
Retained
earnings
£m
Other
reserves
£m
Non-
controlling
interests
£m
(260)
–
–
–
–
–
–
–
15
–
847
(286)
316
5
367
(29)
(38)
7
2
(9)
1
–
–
–
–
306
At 1 January 2013
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
Transferred to income and expense in the year on disposals
Net fair value movement in the year
Ordinary shares acquired by ESOP Trusts
Write-down of shares held by ESOP Trusts
Forward contract on non-controlling interest
At 31 December 2014
Transferred to income and expense in the year on disposals
Transferred to income and expense in the year on impairments
Net fair value movement in the year
Ordinary shares acquired by ESOP Trusts
Write-down of shares held by ESOP Trusts
At 31 December 2015
ESOP Trust
shares
£m
(391)
–
–
–
–
(45)
80
(356)
–
–
(245)
450
–
(151)
–
–
–
(99)
175
(75)
Fair value
reserve
£m
105
(38)
(1)
347
–
–
–
413
(155)
16
–
–
–
274
(356)
10
367
–
–
295
Cash flow
hedge reserve
£m
(10)
2
–
(4)
–
–
–
(12)
(5)
4
–
–
–
(13)
2
–
2
–
–
(9)
Total
£m
(255)
367
(29)
(38)
7
2
(9)
1
15
(35)
847
(286)
587
Total
£m
1,787
(36)
(1)
343
25
(45)
80
2,153
(160)
20
(245)
450
21
2,239
(354)
10
369
(99)
175
2,340
–
–
–
–
–
–
–
–
–
(35)
–
–
(35)
Other
reserves
£m
2,083
–
–
–
25
–
–
2,108
–
–
–
–
21
2,129
–
–
–
–
–
2,129
Other reserves include various non-distributable merger and pre-merger reserves amounting to £1,849 million at 31 December 2015
(2014 – £1,849 million; 2013 – £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 2015 (2014 – £280 million; 2013 – £280 million).
182 GSK Annual Report 2015
35 Related party transactions
GSK held a 12.4% interest in Aspen Pharmacare Holdings Limited at 31 December 2014 (2013 – 12.4%). Following the sale of half
of the Group’s holding in Aspen during March 2015, the investment is no longer accounted for as an associate.
At 31 December 2015, GSK owned 32 million shares or 27.8% of Theravance, Inc. (now Innoviva Inc.) which is a biopharmaceutical
company listed on NASDAQ. GSK began recognising Theravance as an associate on 1 September 2015. The royalty revenues paid
by GSK to Theravance in the period from 1 September 2015 to 31 December 2015 were £11 million (2014 – £nil). At 31 December
2015, the balance payable by GSK to Theravance was £17 million.
At 31 December 2015, 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 2015, GSK sold £27 million (2014 – £27 million) of its vaccine products into the joint venture. At 31 December 2015,
the trading balance due to GSK from JVC was £8 million and the balance payable by GSK to JVC was £nil. In addition, a loan of
£6 million was made to JVC during the year and this amount remained due to GSK at 31 December 2015.
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 in inventories
Decrease in trade receivables
(Increase)/decrease in other receivables
Increase in trade payables
Increase in other payables
Increase/(decrease) in pension and other provisions
Share-based incentive plans
Fair value adjustments
Other
2015
£m
8,372
2,154
(14)
653
892
738
822
(9,308)
(349)
(843)
(342)
(111)
98
(593)
40
2,141
100
368
–
(187)
(3,741)
2014
£m
2,831
137
(30)
659
780
704
205
–
(255)
–
(149)
(529)
347
95
91
698
(41)
332
313
96
3,453
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
Cash generated from operations
4,631
6,284
8,499
GSK Annual Report 2015 183
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a
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m
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s
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i
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f
o
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m
a
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i
o
n
S
t
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a
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g
c
i
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p
o
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G
o
v
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n
a
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c
e
&
r
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m
u
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e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
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s
I
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f
o
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m
a
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i
o
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Notes to the financial statements
continued
37 Reconciliation of net cash flow to movement in net debt
Net debt at beginning of year
Increase/(decrease) in cash and bank overdrafts
Decrease/(increase) in liquid investments
Net increase in long-term loans
Net repayment of 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
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
2015
£m
(14,377)
2014
£m
(12,645)
2013
£m
(14,037)
1,503
2
–
2,412
25
–
(268)
(24)
3,650
(1,287)
(1)
(1,960)
1,709
23
–
(193)
(23)
(1,732)
1,473
(15)
(1,913)
1,872
31
(6)
(34)
(16)
1,392
(10,727)
(14,377)
(12,645)
At 1 January
2015
£m
69
Exchange
£m
4
Other
£m
–
Reclass-
ifications
£m
–
Cash flow
£m
2
At 31December
2015
£m
75
4,338
(310)
4,028
(656)
(1,880)
(97)
(2,633)
(15,784)
(57)
(15,841)
(14,377)
(54)
9
(45)
–
65
1
66
(292)
(1)
(293)
(268)
–
–
–
–
–
–
–
(17)
(7)
(24)
(24)
–
–
–
–
(816)
(18)
(834)
816
18
834
–
1,546
(43)
1,503
656
1,781
–
2,437
–
–
–
3,942
5,830
(344)
5,486
–
(850)
(114)
(964)
(15,277)
(47)
(15,324)
(10,727)
For further information on significant changes in net debt see Note 31, ‘Net debt’.
184 GSK Annual Report 2015
38 Acquisitions and disposals
Details of the acquisition and disposal of significant subsidiaries and associates, joint ventures and other businesses are given below:
2015
Acquisitions
Novartis Consumer Healthcare and Vaccines businesses
The three-part inter-conditional transaction with Novartis AG involving the Consumer Healthcare, Vaccines and Oncology businesses
completed on 2 March 2015.
GSK and Novartis have contributed their respective Consumer Healthcare businesses into a Consumer Healthcare Joint Venture in a
non-cash transaction. GSK has an equity interest of 63.5% and majority control of the Joint Venture. In addition, GSK has acquired
Novartis’ global Vaccines business (excluding influenza vaccines) for an initial cash consideration of $5.25 billion (£3.417 billion) with
contingent consideration representing subsequent potential milestone payments of up to $1.8 billion (£1.2 billion) arising on the
achievement of specified development targets and ongoing royalties based on the future sales performance of certain products, and
so the total amount payable is unlimited. The first milestone of $450 million (£300 million) was paid on 26 March 2015.
Other business acquisitions
In addition, GSK completed one smaller Vaccines business acquisition for cash consideration of £120 million, net of cash acquired,
and the fair value of existing investments of £15 million. This represented goodwill of £22 million and intangible assets of £124 million
less other net liabilities of £11 million.
The fair values of the assets acquired in business combinations, including goodwill, are set out in the table below. These amounts are
provisional and subject to change.
Net assets acquired:
Intangible assets
Property, plant and equipment
Inventory
Trade and other receivables
Other assets including cash and cash equivalents
Trade and other payables
Deferred tax liabilities
Other liabilities
Non-controlling interest
Goodwill
Consideration settled by shares in GSK Consumer Healthcare Holdings
Cash consideration paid after purchase adjustments
Fair value of equity investment disposal
Contingent consideration
Deferred tax on contingent consideration
Loss on settlement of pre-existing relationships
Total consideration
Novartis
Consumer
Healthcare
business
£m
Novartis
Vaccines
business
£m
6,003
249
257
400
304
(402)
(1,154)
(165)
5,492
(2,150)
774
4,116
4,116
–
–
–
–
–
4,116
2,680
434
347
162
283
(107)
(78)
(299)
3,422
(19)
576
3,979
–
3,461
–
594
(52)
(24)
3,979
Other
£m
124
1
–
2
19
(3)
(26)
–
117
–
22
139
–
124
15
–
–
–
139
The non-controlling interest in the Consumer Healthcare Joint Venture, calculated applying the full goodwill method, represents Novartis’
share of the net assets of the Joint Venture together with attributable goodwill.
The goodwill in the businesses acquired represents the potential for further synergies arising from combining the acquired businesses
with GSK’s existing businesses together with the value of the workforce acquired. The majority of the goodwill recognised is not
expected to be deductible for tax purposes.
Total transaction costs recognised in 2014 and 2015 for the acquisitions from Novartis amounted to £102 million.
Since acquisition on 2 March 2015, turnover of £1,941 million arising from the Novartis Consumer Healthcare and Vaccines businesses
has been included in Group turnover. If the businesses had been acquired at the beginning of the year, it is estimated that Group turnover
in 2015 would have been approximately £320 million higher. These businesses have been integrated into the Group’s existing activities
and it is not practicable to identify the impact on the Group profit in the period.
Disposals
Oncology
GSK has divested its marketed Oncology business, related R&D activities and rights to its AKT inhibitor and also granted
commercialisation partner rights for future oncology products to Novartis for consideration of $16 billion (£10,395 million) before
purchase adjustments.
GSK Annual Report 2015 185
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f
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a
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i
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S
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a
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c
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G
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a
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c
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&
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m
u
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a
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i
F
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a
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c
a
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l
s
t
a
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m
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Notes to the financial statements
continued
38 Acquisitions and disposals continued
Other business disposals
GSK also made a number of small business disposals in the period for net cash consideration of £309 million. Profit on disposal of the
businesses has been determined as follows:
Cash consideration including currency forwards and purchase adjustments
Net assets sold:
Goodwill
Intangible assets
Property, plant and equipment
Inventory
Cash
Other net assets
Loss on currency forwards booked in 2014
Disposal costs
Profit on disposal
Oncology
£m
10,060
(497)
(516)
–
–
–
–
(1,013)
299
(118)
9,228
Other
£m
309
(14)
(107)
(25)
(51)
(5)
(6)
(208)
–
(21)
80
Investments in associates and joint ventures
In March 2015, GSK sold half of its shareholding in Aspen, representing 6.2% of the issued share capital of the company, for
£571 million in cash. As a result of the sale, the Group was no longer considered to have the ability to exert significant influence over
Aspen and the Group’s remaining investment was transferred from Investments in associates to Other investments.
Cash consideration
Net book value of shares
Reclassification of exchange from other comprehensive income
Transaction fees
Other items
Profit on disposal
Cash flows
Cash consideration (paid)/received after purchase adjustments
Cash and cash equivalents acquired/(divested)
Deferred cash proceeds
Contingent consideration paid
Transaction costs and other
Cash (outflow)/inflow in 2015
Business
acquisitions
£m
(3,585)
404
–
(338)
(22)
(3,541)
Business
disposals
£m
10,369
(5)
(38)
–
(80)
10,246
Associates
and JV
disposals
£m
571
–
–
–
(7)
564
In addition, GSK made cash investments of £16 million into associates and joint ventures.
Contingent consideration payable
The consideration for certain acquisitions includes amounts contingent on future events such as development milestones or sales
performance. The Group has provided for the fair value of this contingent consideration as follows:
At 1 January 2014
Remeasurement through goodwill
Remeasurement through income statement
Settlement
At 31 December 2014
Additions through business combinations
Remeasurement through income statement
Settlement
Other movements
At 31 December 2015
Shionogi-
ViiV
Healthcare
£m
923
–
768
(7)
1,684
–
1,874
(159)
10
3,409
Novartis
Vaccines
£m
–
–
–
–
–
594
111
(300)
–
405
Other
£m
1
(4)
2
41
40
–
1
–
–
41
£m
571
(143)
(30)
(7)
(5)
386
Total
£m
7,355
399
(38)
(338)
(109)
7,269
Total
£m
924
(4)
770
34
1,724
594
1,986
(459)
10
3,855
£306 million of the contingent consideration payable at 31 December 2015 is expected to be paid within one year (2014 – £105 million).
The consideration payable for the acquisition of the Shionogi-ViiV Healthcare joint venture and the Novartis Vaccines business is
expected to be paid over a number of years. Information on the sensitivity of the income statement and balance sheet to reasonably
possible changes in key inputs to the valuations of the contingent consideration payable for the Shionogi-ViiV Healthcare business and
Novartis Vaccines business is provided in Note 41, ‘Financial instruments and related disclosures’.
186 GSK Annual Report 2015
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38 Acquisitions and disposals continued
During 2015, cash payments to settle the Shionogi-ViiV Healthcare joint venture contingent consideration payable amounted to
£159 million in total, of which £121 million was reported in operating cash flows and £38 million in the cash flow for purchases of
business.
2014
Acquisitions
There were no acquisitions in 2014.
Acquisition and integration costs of £141 million arising on the proposed three-part inter-conditional transaction with Novartis AG
were expensed in 2014, of which £104 million was paid in cash in the year.
Disposals
During the year, £225 million was received as deferred consideration from the sale of the anti-coagulant business completed in 2013
and £1 million from the disposal of an associate.
GSK also made cash investments of £9 million into associates.
Cash flows
Cash consideration paid
Transaction costs paid
Purchases of businesses and associates
Net cash proceeds from disposals
Business
acquisitions
and disposals
£m
–
104
104
Associates
and joint
ventures
£m
9
–
9
225
1
Total
£m
9
104
113
226
2013
Acquisitions
During 2013, 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
Fair value
£m
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 occurred 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, Emerging Markets, 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.
GSK Annual Report 2015 187
Notes to the financial statements
continued
38 Acquisitions and disposals continued
Disposals
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
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.
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.
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s
I
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e
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f
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a
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i
o
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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
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
£m
429
(132)
(42)
19
274
188 GSK Annual Report 2015
38 Acquisitions and disposals continued
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
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
Total
£m
262
(7)
255
256
(1)
255
2,513
(233)
2,280
39 Non-controlling interests
The Group has two subgroups that have material non-controlling interests, ViiV Healthcare Limited and its subsidiaries and GSK
Consumer Healthcare Holdings Limited and its subsidiaries. Summarised financial information in respect of the ViiV Healthcare group
and GSK Consumer Healthcare Joint Venture is set out below:
ViiV Healthcare
Turnover
(Loss)/profit after taxation
Other comprehensive income/(expense)
Total comprehensive (expense)/income
Non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net liabilities
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Increase/(decrease) in cash and bank overdrafts in the year
2015
£m
2,330
(1,426)
7
(1,419)
2015
£m
2,466
1,619
4,085
(1,218)
(5,490)
(6,708)
(2,623)
2015
£m
1,097
(63)
(814)
220
2014
£m
1,466
(606)
8
(598)
2014
£m
2,245
1,308
3,553
(815)
(3,253 )
(4,068)
(515)
2014
£m
765
(25)
(540)
200
2013
£m
1,371
190
(9)
181
2013
£m
637
(27)
(662)
(52)
The above financial information relates to the ViiV Healthcare group on a stand-alone basis, before the impact of Group-related
adjustments, primarily related to the recognition of preferential dividends. The loss after taxation of £1,426 million (2014 – loss after
taxation of £606 million; 2013 – profit after taxation of £190 million) is stated after a charge of £1,874 million (2014 – £768 million;
2013 – £253 million) for remeasurement of the contingent consideration payable for the acquisition of the former Shionogi-ViiV
Healthcare joint venture. This consideration is expected to be paid over a number of years.
The following amounts attributable to the ViiV Healthcare group are included in GSK’s Consolidated statement of comprehensive
income, Consolidated statement of changes in equity and Consolidated balance sheet:
Total comprehensive (expense)/income for the year attributable to non-controlling interests
Dividends paid to non-controlling interests
Non-controlling interests in the Consolidated balance sheet
2015
£m
(143)
163
68
2014
£m
(16)
120
374
2013
£m
76
106
GSK Annual Report 2015 189
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u
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a
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i
o
n
i
F
n
a
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c
a
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a
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e
m
e
n
t
s
I
n
v
e
s
t
o
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i
n
f
o
r
m
a
t
i
o
n
2015
£m
4,627
(39)
72
33
2015
£m
11,602
3,810
15,412
(2,822)
(1,849)
(4,671)
10,741
2015
£m
277
(691)
(42)
(456)
2015
£m
14
3,371
Notes to the financial statements
continued
39 Non-controlling interests continued
Consumer Healthcare Joint Venture
Turnover
Loss after taxation
Other comprehensive income
Total comprehensive income
Non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Decrease in cash and bank overdrafts in the year
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The above financial information relates to the Consumer Healthcare Joint Venture on a stand-alone basis since its formation on
2 March 2015, before the impact of Group-related adjustments.
The following amounts attributable to the Consumer Healthcare Joint Venture are included in GSK’s Consolidated statement of
comprehensive income, Consolidated statement of changes in equity and Consolidated balance sheet:
Total comprehensive income for the year attributable to non-controlling interests
Non-controlling interests in the Consolidated balance sheet
190 GSK Annual Report 2015
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
2015
£m
2014
£m
6,264
502
157
38
340
191
9,282
7
16,781
7,079
359
100
428
425
186
9,744
6
18,327
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 2015 under licensing and other
agreements. These new arrangements were offset by reduced commitments due on prior year transactions including amendments to
the agreement with Ionis and Shionogi.
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. A payment of £85 million is due in 2016. Future
payments will be based on the deficit position of the scheme, up to a maximum of £255 million. The table above includes this
commitment, but excludes the normal ongoing annual funding requirement in the UK of approximately £140 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. £314 million (2014 – £310 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
2015
£m
191
98
76
58
53
313
789
2014
£m
138
91
73
54
48
297
701
GSK Annual Report 2015 191
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Notes to the financial statements
continued
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.
Foreign exchange risk management
Foreign currency transaction exposures arising on internal and
external trade flows are not typically 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 including hedges
of the foreign exchange risk arising from acquisitions and disposals
of assets.
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).
41 Financial instruments and related
disclosures
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, foreign currency
options 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.
The capital structure of the Group consists of net debt of
£10.7 billion (see Note 31, ‘Net debt’) and shareholders’ equity of
£5.1 billion (see ‘Consolidated statement of changes in equity’ on
page 140). Total capital, including that provided by non-controlling
interests, is £19.6 billion.
Our long-term credit rating with Standard and Poor’s is A+
(stable outlook) and with Moody’s Investor Services (‘Moody’s’)
it is A2 (negative outlook). The Group’s short-term credit ratings
are A-1 and P-1 with Standard and Poor’s and Moody’s
respectively.
Liquidity risk management
GSK’s policy is to borrow centrally in order to meet anticipated
funding requirements. The strategy is to diversify liquidity sources
using a range of facilities and to maintain broad access to funding
markets.
At 31 December 2015, GSK had £1.3 billion of borrowings
repayable within one year and held £5.9 billion of cash and cash
equivalents and liquid investments of which £4.2 billion was held
centrally. GSK has access to short-term finance under a
$10 billion (£6.8 billion) US commercial paper programme. GSK
also has £1.9 billion five year committed medium-term facilities and
$2.5 billion (£1.7 billion) of 364 day committed facilities. These
facilities were put in place in September 2015 and were undrawn
at 31 December 2015. 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 2015, £7.4 billion of notes were in issue
under this programme. The Group also has a US shelf registration
statement and at 31 December 2015, had $13.0 billion
(£8.8 billion) of notes in issue under this programme. GSK’s
long-term borrowings mature at dates between 2016 and 2045.
192 GSK Annual Report 2015
41 Financial instruments and related
disclosures continued
Credit risk
The Group considers its maximum credit risk at 31 December
2015 to be £11,423 million (31 December 2014 – £9,054 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 195 for details on the
Group’s total financial assets. At 31 December 2015, GSK’s
greatest concentration of credit risk was £0.8 billion with Citibank
(A/A1) (2014 – £0.7 billion with HSBC (AA-/Aa3)).
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. Usage of these limits is monitored
daily.
GSK actively manages its exposure to credit risk, reducing surplus
cash balances wherever possible. This is part of GSK’s strategy to
regionalise cash management and to concentrate cash centrally as
much as possible. 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 199 sets out the
Group’s financial assets and liabilities on an offset basis.
Following the completion of the Novartis transaction in March
2015, GSK’s cash and liquid investment balances increased
materially. A significant proportion of these funds were placed in
a number of AAA/Aaa rated US Treasury and Treasury repo only
money market funds and AAA/Aaa rated liquidity funds.
During 2015, the credit ratings of a number of the Group’s
relationship banks were downgraded, most notably Deutsche
Bank which was downgraded to BBB+/Baa1 from A-/A3. Where
possible, measures have been taken to reduce the exposure to
lower rated counterparties, including further active management
of cash balances within GSK’s European cash pool.
At 31 December 2015, £48 million of cash is categorised as held
with unrated or sub-investment grade rated counterparties (lower
than BBB-/Baa3) of which £31 million is cash in transit. The
remaining exposure is concentrated in overseas banks used for
local cash management or investment purposes (including
£7 million in Nigeria held with Zenith Bank and United Bank for
Africa, £2 million with BTV in Austria and £2 million with
Islandsbanki in Iceland).
Of the £386 million of bank balances and deposits held with
BBB/Baa rated counterparties, £85 million was held with
BBB-/Baa3 rated counterparties. This includes bank balances or
deposits of £53 million with State Bank of India and £25 million
with HDFC Bank in India. These banks are used for either local
cash management purposes or for local investment purposes.
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Bank balances and deposits
US Treasury and Treasury repo only money market funds
Liquidity funds
Government securities
3rd party financial derivatives
Total
2014
Bank balances and deposits
US Treasury and Treasury repo only money market funds
Government securities
3rd party financial derivatives
Total
AAA/Aaa
£m
–
624
1,439
–
–
2,063
AAA/Aaa
£m
–
811
–
–
811
AA/Aa
£m
1,354
–
–
72
55
1,481
AA/Aa
£m
1,104
–
68
45
1,217
A/A
£m
1,979
–
–
–
67
2,046
A/A
£m
2,118
–
–
87
2,205
BBB/Baa
£m
386
–
–
3
3
392
BBB/Baa
£m
184
–
1
6
191
BB+/Ba1
and below
/unrated
£m
48
–
–
–
–
48
BB+/Ba1
and below
/unrated
£m
121
–
–
–
121
Total
£m
3,767
624
1,439
75
125
6,030
Total
£m
3,527
811
69
138
4,545
The 2014 table has been restated to include further detail regarding counterparty credit ratings. Credit ratings are assigned by Standard
and Poor’s and Moody’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 or Fitch data is the only source available, the ratings are converted to global ratings equivalent to
those of Standard and Poor’s or Moody’s using published conversion tables.
GSK Annual Report 2015 193
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Notes to the financial statements
continued
41 Financial instruments and related
disclosures continued
GSK’s centrally managed cash reserves amounted to £3.1 billion
at 31 December 2015, all available within three months. This
excludes £1.1 billion centrally managed cash held by ViiV
Healthcare, a 78.3% owned subsidiary. The Group has invested
centrally managed liquid assets in bank deposits, Aaa/AAA rated
US Treasury and Treasury repo only money market funds and
Aaa/AAA rated liquidity funds.
Wholesale and retail credit risk
Outside the US, no customer accounts for more than 5% of the
Group’s trade receivables balance.
In the US, 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
82% of the sales of the US elements of the Global
Pharmaceuticals, HIV and Vaccines segments. At 31 December
2015, the Group had trade receivables due from these three
wholesalers totalling £990 million (2014 – £908 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 195 presents the carrying amounts and the
fair values of the Group’s financial assets and liabilities at
31 December 2015 and 31 December 2014.
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 – based on
present values of expected future cash flows
• Interest rate swaps, foreign exchange forward contracts and
options – based on the present value of contractual cash flows
or option valuation models 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 2015, the Employee Share Ownership Plan
(ESOP) Trusts held GSK shares with a carrying value of
£75 million (2014 – £151 million) and a fair value of £409 million
(2014 – £726 million) based on quoted market price. The shares
are held by the ESOP Trusts to satisfy future exercises of options
and awards under employee incentive schemes. In 2015, 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 2015, GSK held Treasury shares at a
cost of £6,917 million (2014 – £6,917 million) which has been
deducted from retained earnings.
194 GSK Annual Report 2015
41 Financial instruments and related disclosures continued
Cash and cash equivalents
Available-for-sale investments:
Liquid investments (Government bonds)
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
5,830
75
1,255
2015
Fair
value
£m
5,830
75
1,255
Carrying
value
£m
4,338
69
1,114
2014
Fair
value
£m
4,338
69
1,114
5,114
5,114
4,232
4,232
279
6
119
12,678
279
6
119
12,678
269
76
70
10,168
269
76
70
10,168
(2,740)
(13,387)
(435)
–
(16,562)
(70)
(16,632)
(2,872)
(15,209)
(435)
–
(18,516)
(70)
(18,586)
(4,124)
(13,540)
(379)
(656)
(18,699)
(85)
(18,784)
(4,349)
(15,706)
(379)
(656)
(21,090)
(85)
(21,175)
(14,748)
(14,748)
(7,566)
(7,566)
(3,855)
(97)
(56)
(35,388)
(3,855)
(97)
(56)
(37,342)
(1,724)
(3)
(410)
(28,487)
(1,724)
(3)
(410)
(30,878)
(22,710)
(24,664)
(18,319)
(20,710)
The valuation methodology used to measure fair value in the above table is described and categorised on page 194. 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 pages 197 and 198.
GSK Annual Report 2015 195
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Notes to the financial statements
continued
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. Trade and other payables and 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
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c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
At 31 December 2015
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 2014
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
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
Payment of contingent consideration liabilities
Additions
Disposals
Transfers from Level 3
Exchange
At 31 December
196 GSK Annual Report 2015
71
987
–
–
–
1,058
–
–
–
–
–
Level 1
£m
67
892
–
–
–
959
–
–
–
–
–
4
–
276
6
116
402
–
–
(97)
(55)
(152)
Level 2
£m
2
–
264
76
69
411
–
–
(3)
(402)
(405)
–
268
3
–
3
274
(306)
(3,549)
–
(1)
(3,856)
Level 3
£m
–
222
5
–
1
228
(105)
(1,619)
–
(8)
(1,732)
2015
£m
(1,504)
(1,994)
36
(594)
459
77
(64)
(7)
9
(3,582)
75
1,255
279
6
119
1,734
(306)
(3,549)
(97)
(56)
(4,008)
Total
£m
69
1,114
269
76
70
1,598
(105)
(1,619)
(3)
(410)
(2,137)
2014
£m
(757)
(775)
155
–
7
55
(153)
(47)
11
(1,504)
41 Financial instruments and related disclosures continued
Included in net losses of £1,994 million (2014 – £775 million) attributable to Level 3 financial instruments which were recognised in the
income statement are net losses of £2,035 million (2014 – £775 million) in respect of financial instruments which were held at the end
of the year. These net losses were reported in Other operating income. £1,874 million (2014 – £768 million) arose from remeasurement
of the contingent consideration payable for the acquisition of the former Shionogi-ViiV Healthcare joint venture and £111 million arose
from remeasurement of the contingent consideration payable on the acquisition in 2015 of the Novartis Vaccines business. Net gains
of £36 million (2014 – £155 million) attributable to Level 3 equity investments reported in Other comprehensive income as Fair value
movements on available-for-sale investments included net losses of £8 million (2014 – net gains of £32 million) in respect of equity
investments held at the end of the year.
Financial liabilities measured using Level 3 valuation methods at 31 December include £3,409 million (2014 – £1,684 million) in respect
of contingent consideration payable for the acquisition in 2012 of the former Shionogi-ViiV Healthcare joint venture. The increase in fair
value included the impacts of revisions to the discount rate and tax rate in the year. This consideration is expected to be paid over a
number of years and will vary in line with the future performance of specified products. They also include £405 million in respect of
contingent consideration for the acquisition of the Novartis Vaccines business. This consideration is expected to be paid over a number
of years and will vary in line with the future performance of specified products and the achievement of certain milestone targets.
The table below shows on an indicative basis the income statement and balance sheet sensitivity to reasonably possible changes in
key inputs to the valuations of these liabilities.
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
10% increase in probability of milestone success
10% decrease in probability of milestone success
Shionogi-
ViiV
Healthcare
£m
340
(340)
(180)
196
Novartis
Vaccines
£m
43
(41)
(33)
39
50
(50)
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
(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. Non-financial instruments
include tax receivables, pension surplus balances and prepayments, which are outside the scope of IAS 39.
At fair value
through
profit or loss
£m
Loans and
receivables
£m
Financial
instruments
£m
Non-
financial
instruments
£m
2015
Total
£m
At fair value
through
profit or loss
£m
Loans and
receivables
£m
Financial
instruments
£m
Non-
financial
instruments
£m
2014
Total
£m
Trade and other receivables
(Note 24)
Other non-current assets
(Note 22)
–
4,751
4,751
864
5,615
–
3,921
3,921
679
4,600
279
279
363
5,114
642
5,393
348
1,212
990
6,605
269
269
311
4,232
580
4,501
155
834
735
5,335
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
2015
£m
200
136
76
49
90
551
2014
£m
116
130
110
67
41
464
GSK Annual Report 2015 197
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a
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a
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m
e
n
t
s
I
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v
e
s
t
o
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i
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f
o
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m
a
t
i
o
n
S
t
r
a
t
e
g
c
i
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e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
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s
t
o
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i
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f
o
r
m
a
t
i
o
n
Notes to the financial statements
continued
41 Financial instruments and related disclosures continued
(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. Non-financial instruments includes 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.
At fair value
through
profit or loss
£m
Other
liabilities
£m
Financial
instruments
£m
Non-
financial
instruments
£m
2015
Total
£m
At fair value
through
profit or loss
£m
Other
liabilities
£m
Financial
instruments
£m
Non-
financial
instruments
£m
2014
Total
£m
(306
)
(8,199
)
)
(8,505
)
(686
(9,191
)
(105
)
(7,345)
(7,450)
(508)
(7,958)
–
(159
)
)
(159
)
(1,605
(1,764
)
–
)
(158
)
(158
(1,432)
(1,590)
(3,549
)
(3,855)
(6,390
)
(14,748)
(9,939
)
(18,603)
)
(717
(10,656
)
(3,008) (21,611)
Trade and other payables
(Note 27)
Other provisions
(Note 29)
Other non-current liabilities
(Note 30)
(d) Derivative financial instruments and hedging programmes
The following table sets out the fair values of derivatives held by GSK.
Net investment hedges – Foreign exchange contracts
(principal amount – £6,192 million (2014 – £5,365 million))
Cash flow hedges – Foreign exchange contracts
(principal amount – £69 million (2014 – £133 million))
Derivatives designated as at fair value through profit or loss
Foreign exchange contracts
(principal amount – £12,152 million (2014 – £15,851 million))
Embedded and other derivatives
Derivatives classified as held for trading under IAS 39
Total derivative instruments
Analysed as:
Current
Non-current
Total
(1,619
)
(1,724)
(63)
(7,566)
(1,682)
(9,290)
(719)
(2,401)
(2,659) (11,949)
2015
Fair value
Liabilities
£m
Assets
£m
2014
Fair value
Liabilities
£m
Assets
£m
3
3
6
115
4
119
125
125
–
125
(97)
–
(97)
(54)
(2)
(56)
(153)
(153)
–
(153)
74
2
76
68
2
70
146
146
–
146
(1)
(2)
(3)
(399)
(11)
(410)
(413)
(404)
(9)
(413)
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 2015, the Group held outstanding foreign exchange
contracts with a net asset fair value of £61 million (£115 million asset less £54 million liability). At December 2014, the fair value was
£331 million net liability (£68 million asset less £399 million liability).
Following the announcement of the Novartis transaction in April 2014, GSK entered into a number of forward exchange contracts to
protect the Sterling value of the net US dollar proceeds due to the Group on completion of the transaction. At 31 December 2014, these
contracts were in a loss position and resulted in a liability of £264 million and an unrealised loss of £299 million. At maturity on 2 March
2015, these contracts were in a loss position of £319 million and resulted in a realised loss of £55 million in the year. This loss has partly
offset the gain in the Sterling value of the proceeds received by the Group on divestment of its Oncology business as a result of
favourable exchange movements since the inception of the forward contracts.
The overall increase in the net asset fair value has been due to the maturity of this hedge during the year and to increased hedging of
inter-company loans 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 loan balances.
198 GSK Annual Report 2015
41 Financial instruments and related disclosures continued
Fair value hedges
At 31 December 2015, the Group had no designated fair value hedges.
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. Net assets in Swiss (Franc) and South African (Rand) foreign operations were also in designated net
investment hedges, although none remained outstanding at 31 December 2015.
The carrying value of bonds on page 195 includes £2,740 million (2014 – £4,124 million) that are designated as hedging instruments in
net investment hedges.
Cash flow hedges
During 2015, 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.
In addition, the Group carries a balance in reserves that arose from pre-hedging fluctuations in long-term interest rates when pricing
bonds issued in prior years. The balance is reclassified to finance costs over the life of these bonds.
(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 2015
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 2014
Trade and other receivables
Derivative financial assets
Cash and cash equivalents
Trade and other payables
Derivative financial liabilities
Bank loans and overdrafts
Gross
financial
assets/
(liabilities)
£m
4,757
125
5,833
10,715
(8,511)
(153)
(438)
(9,102)
Gross
financial
assets/
(liabilities)
£m
3,926
146
4,570
8,642
(7,455)
(413)
(611)
(8,479)
Gross
financial
(liabilities)/
assets
set off
£m
(6)
–
Net financial
assets/
(liabilities)
per balance
sheet
£m
4,751
125
Related
amounts not
set off in the
balance sheet
£m
(17)
(98)
Net
£m
4,734
27
(3)
(9)
6
–
3
9
5,830
10,706
(8,505)
(153)
(435)
(9,093)
17
98
(8,488)
(55)
Gross
financial
(liabilities)/
assets
set off
£m
(5)
–
Net financial
assets/
(liabilities)
per balance
sheet
£m
3,921
146
Related
amounts not
set off in the
balance sheet
£m
(22)
(134)
Net
£m
3,899
12
(232)
(237)
5
–
232
237
4,338
8,405
(7,450)
(413)
(379)
(8,242)
22
134
(7,428)
(279)
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 2015 199
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u
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i
o
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i
F
n
a
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c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
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v
e
s
t
o
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i
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f
o
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m
a
t
i
o
n
S
t
r
a
t
e
g
c
i
r
e
p
o
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t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
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e
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o
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i
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f
o
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m
a
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i
o
n
Notes to the financial statements
continued
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. 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
2015
Total
debt
£m
(1,285)
(2,276)
(1,868)
(1,096)
–
(3,464)
(6,573)
(16,562)
(16,127)
(434)
(16,561)
(1)
(16,562)
2014
Total
£m
(2,915)
(800)
(2,244)
(1,760)
(1,154)
(2,827)
(6,999)
(18,699)
(17,665)
(1,033)
(18,698)
(1)
(18,699)
(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
Foreign currency exposures arise from the translation of financial assets and liabilities which are not in the functional currency of the
entity that holds them (cash and cash equivalents, bank loans and overdrafts, inter-company loans and deposits, other receivables and
payables and trade receivables and payables) and derivative financial instruments hedging legal provisions and activities arising from
acquisitions and disposals of assets.
The Group is primarily exposed to foreign exchange risk in relation to Sterling against movements in US dollar, Euro and Japanese Yen.
Based on the Group’s net financial assets and liabilities as at 31 December, a weakening of Sterling against these currencies, with all
other variables held constant, is illustrated in the table below. The table excludes financial instruments that expose the Group to foreign
exchange risk where this risk is fully hedged with another financial instrument.
Income statement impact of non-functional currency foreign exchange exposures
10 cent appreciation of the US dollar (2014: 10 cent)
10 cent appreciation of the Euro (2014: 10 cent)
10 yen appreciation of the Yen (2014: 10 yen)
2015
2014
Increase/(decrease) in
income
£m
77
7
(1)
Increase/(decrease) in
income
£m
(263)
11
–
An equivalent depreciation in the above currencies would cause the following increase/(decrease) in income £(67) million, £(6) million
and £1 million (2014 – £169 million, £(10) million and £nil) for US dollar, Euro and Yen exchange rates respectively.
200 GSK Annual Report 2015
41 Financial instruments and related disclosures continued
The equity impact, shown below, for foreign exchange sensitivity relates to derivative and non-derivative financial instruments hedging
the Group’s net investments in its European (Euro) and Japanese (Yen) foreign operations and cash flow hedges of its foreign exchange
exposure arising on Euro dominated coupon payments relating to the Group’s European medium term notes.
Equity impact of non-functional currency foreign exchange exposures
10 cent appreciation of the US dollar (2014: 10 cent)
10 cent appreciation of the Euro (2014: 10 cent)
10 yen appreciation of the Yen (2014: 10 yen)
2015
2014
Increase/(decrease) in
equity
£m
Increase/(decrease) in
equity
£m
–
(676)
(20)
2
(762)
(18)
An equivalent depreciation in the above currencies would cause the following increase/(decrease) in equity: £nil, £584 million and
£18 million (2014 – £(2) million, £652 million and £16 million) for US dollar, Euro and Yen exchange rates respectively.
The table below presents the Group’s sensitivity to foreign exchange rates based on the composition of net debt as shown in Note 31
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 (2014: 10 cent)
10 cent appreciation of the Euro (2014: 10 cent)
10 yen appreciation of the Yen (2014: 10 yen)
2015
2014
(Increase)/decrease in
net debt
£m
(471)
221
4
(Increase)/decrease in
net debt
£m
(446)
227
11
An equivalent depreciation in the above currencies would have the following impact on net debt: £411 million, £(190) million and
£(4) million for US dollar, Euro and Yen exchange rates respectively (2014 – £392 million, £(195) million and £(9) million).
Interest rate sensitivity
The Group is exposed to interest rate risk on its outstanding borrowings and investments where any changes in interest rates will affect
future cash flows or the fair values of financial instruments.
The majority of debt is issued at fixed interest rates and changes in the floating rates of interest do not significantly affect the Group’s net
interest charge, although the majority of cash and liquid investments earn floating rates of interest.
The table below hypothetically shows the Group’s sensitivity to changes in interest rates in relation to Sterling, US dollar and Euro
variable rate financial assets and liabilities. If the interest rates applicable to floating rate financial assets and liabilities were to have
increased by 1% (100 basis points), and assuming other variables had remained constant, it is estimated that the Group’s finance income
for 2015 would have increased by approximately £37 million (2014 - £5 million increase). 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 (2014: 1%)
1% (100 basis points) increase in US dollar interest rates (2014: 1%)
1% (100 basis points) increase in Euro interest rates (2014: 1%)
2015
2014
Increase/(decrease) in
income
£m
19
14
4
Increase/(decrease) in
income
£m
(19)
19
5
(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 2015
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
(638)
(625)
(510)
(457)
(451)
(2,047)
(4,554)
(9,282)
Obligations
under finance
leases
£m
(23)
(20)
(14)
(6)
(6)
(1)
–
(70)
Finance charge
on obligations
under finance
leases
£m
(2)
(1)
(1)
–
–
–
(3)
(7)
Trade payables
and other
liabilities not
in net debt
£m
(8,505)
(479)
(7,688)
(452)
(655)
(2,452)
(2,635)
(22,866)
Debt
£m
(1,285)
(2,280)
(1,871)
(1,103)
–
(3,498)
(6,651)
(16,688)
Total
£m
(10,453)
(3,405)
(10,084)
(2,018)
(1,112)
(7,998)
(13,843)
(48,913)
GSK Annual Report 2015 201
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Notes to the financial statements
continued
41 Financial instruments and related disclosures continued
Contractual cash flows for non-derivative financial liabilities and derivative instruments
At 31 December 2014
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
(678)
(623)
(611)
(497)
(447)
(2,074)
(4,814)
(9,744)
Obligations
under finance
leases
£m
(29)
(21)
(18)
(12)
(3)
(2)
–
(85)
Finance charge
on obligations
under finance
leases
£m
(2)
(2)
(1)
(1)
–
–
–
(6)
Trade payables
and other
liabilities not
in net debt
£m
(7,489)
(251)
(219)
(273)
(324)
(1,969)
(1,734)
(12,259)
Debt
£m
(2,917)
(801)
(2,251)
(1,763)
(1,163)
(2,859)
(7,085)
(18,839)
Total
£m
(11,115)
(1,698)
(3,100)
(2,546)
(1,937)
(6,904)
(13,633)
(40,933)
The increase in contractual cash flows for non-derivative financial liabilities of £8 billion over the year results principally from the addition
of the Consumer Healthcare put option liability and contingent consideration payable for the Novartis Vaccines business acquired in
the year. In addition, there is an increase of £1 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. These increases are partially offset by a reduction of
£2.6 billion in forecast future cash flows for repayment of debt and debt interest.
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 although, 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 decreased compared to 31 December 2014 due to the maturity of the
foreign exchange contracts that were hedging the US dollar proceeds of the Novartis transaction.
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Between one and two years
Gross contractual cash flows
42 Employee share schemes
Receivables
£m
18,283
20
18,303
2015
Payables
£m
(18,318)
(20)
(18,338)
Receivables
£m
21,586
–
21,586
2014
Payables
£m
(21,841)
–
(21,841)
GSK operates several employee share schemes, including 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 and 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. The granting of these restricted share awards has replaced the granting of options to employees as the cost of the
schemes more readily equates to the potential gain to be made by the employee. The Group also operates savings related share option
schemes, whereby options are granted to employees to acquire shares in GlaxoSmithKline plc at a discounted price.
Grants of restricted share awards are normally exercisable at the end of the three year vesting or performance period. Awards under the
Performance Share Plan are normally granted to employees to acquire shares or ADS in GlaxoSmithKline plc but in some circumstances
may be settled in cash. Grants under savings-related share option schemes are normally exercisable after three years’ saving. 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. Options under historical share option schemes were granted at the market price ruling at the
date of grant.
The total charge for share-based incentive plans in 2015 was £349 million (2014 – £346 million; 2013 – £319 million). Of this amount,
£307 million (2014 – £302 million; 2013 – £243 million) arose from the Share Value Plan. See Note 9, ‘Employee Costs’ for further
details.
202 GSK Annual Report 2015
42 Employee share schemes continued
GlaxoSmithKline share award schemes
Share Value Plan
Under the Share Value Plan, share awards are granted to certain employees at no cost. The awards vest after two and a half to 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 of 5.7% (2014 – 5.2%; 2013 – 5.0%) over the duration of the award.
Number of shares and ADS issuable
At 1 January 2013
Awards granted
Awards exercised
Awards cancelled
At 31 December 2013
Awards granted
Awards exercised
Awards cancelled
At 31 December 2014
Awards granted
Awards exercised
Awards cancelled
At 31 December 2015
Shares
Number (000)
25,318
12,011
(5,324)
(938)
31,067
12,410
(9,642)
(923)
32,912
13,019
(11,476)
(1,878)
32,577
Weighted
fair value
£14.76
£12.65
£11.57
ADS
Number (000)
17,788
7,681
(4,009)
(622)
20,838
7,842
(6,787)
(666)
21,227
7,198
(8,878)
(2,027)
17,520
Weighted
fair value
$46.04
$41.56
$35.66
Performance Share Plan
Under the Performance Share Plan, share 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 2014 to Directors and members of the CET, the performance conditions are based on three
equally weighted measures over a three year performance period. These are adjusted free cash flow, TSR and R&D new product
performance.
For those awards made to all other eligible employees the performance conditions are based on both GSK’s EPS growth compared
with the increase in the UK Retail Prices Index over the three year measurement period and adjusted free cash flow. In addition, some
businesses have an element of their award based on a strategic or operational business measure, 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.
During 2015, awards were made of 4.6 million shares at a weighted fair value of £12.19 and 1.3 million ADS at a weighted fair value
of $37.27. At 31 December 2015, there were outstanding awards over 13.2 million shares and 3.5 million ADS.
Share options and savings-related options
For the purposes of valuing options and savings-related options to arrive at the share based payment charge, a Black-Scholes option
pricing model has been used. The assumptions used in the model are as follows:
Risk-free interest rate
Dividend yield
Volatility
Expected life
Savings-related options grant price (including 20% discount)
2015
0.88%
6.5%
21%
3 years
£10.14
2014
0.7%
5.8%
19%
3 years
£11.31
2013
0.7%
5.3%
20%
3 years
£12.47
GSK Annual Report 2015 203
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Notes to the financial statements
continued
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42 Employee share schemes continued
Options outstanding
At 31 December 2015
Range of exercise prices on options outstanding
at year end
Weighted average market price on exercise
during year
Weighted average remaining contractual life
Share option
schemes – shares
Weighted
exercise
price
£12.86
Number
000
13,227
Share option
schemes – ADS
Weighted
exercise
price
$47.75
Number
000
10,957
Savings-related
share option schemes
Weighted
exercise
price
£10.68
Number
000
6,611
£11.47 – £14.93
$33.42
– $58.00
£10.13
– £12.47
£14.73
2.2 years
$44.63
1.6 years
£13.45
2.8 years
Options over 4.4 million shares were granted during the year under the savings-related share option scheme at a weighted average fair
value of £1.78. At 31 December 2015, 5.9 million of the savings-related share options were not exercisable. All of the other share options
and ADS options are currently exercisable and all will expire if not exercised on or before 22 July 2020.
There has been no change in the effective exercise price of any outstanding options during the year.
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 with finance provided by the Group by way of loans or contributions. In 2014, Treasury shares with a carrying
value of £150 million were purchased by the UK ESOP Trust to satisfy future awards under the shareholder approved Performance Share
Plan. The costs of running the ESOP Trusts are charged to the income statement. Shares held by the ESOP Trusts are deducted from
other reserves and amortised down to the value of proceeds, if any, receivable from employees on exercise by a transfer to retained
earnings. The trustees have waived their rights to dividends on the shares held by the ESOP Trusts.
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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
43 Post balance sheet events
2015
2014
29,662
52,595
£m
7
74
407
2015
139
£m
–
1
2
£m
13
150
724
2014
139
£m
–
1
2
In certain circumstances, Pfizer and Shionogi (GSK’s partners in ViiV Healthcare) were historically able to require GSK to acquire their
shareholdings at a price based on the likely valuation of ViiV Healthcare if it were to conduct an initial public offering. Under the original
agreements, GSK had the unconditional right, so long as it made no subsequent distribution to its shareholders, to withhold its consent
to the exercise of either put option.
In February 2016, GSK notified Pfizer and Shionogi that it had irrevocably given up this right. This will lead to recognition of a liability
for these put options on the Group’s balance sheet in 2016. The estimated present value of the liability for the two put options is
approximately £2 billion, after adjustments for the value of preferential dividends due to each of the shareholders.
Consistent with this revised treatment, in 2016 GSK will also recognise liabilities on the Group’s balance sheet for the future preferential
dividends anticipated to become payable to Pfizer and Shionogi. The estimated aggregate present value of the liability for preferential
dividends to both Pfizer and Shionogi is approximately £170 million.
On 22 February 2016, ViiV Healthcare completed two previously announced transactions with Bristol-Myers Squibb (BMS). ViiV
Healthcare acquired late-stage R&D assets from BMS for an initial upfront payment of $317 million followed by development and first
commercial sale milestones of up to $518 million, and tiered royalties on sales. ViiV Healthcare also acquired BMS’s preclinical and
discovery stage HIV research business for an upfront payment of $33 million, followed by development and first commercial sales
milestones of up to $587 million, and further consideration contingent on future sales performance.
204 GSK Annual Report 2015
44 Principal Group companies
The following represent the principal subsidiaries and their countries of incorporation of the Group at 31 December 2015. 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.
England
US
Block Drug Company, Inc.
Corixa Corporation
GlaxoSmithKline Capital Inc.
GlaxoSmithKline Consumer Healthcare, L.P. (55.9%)
Glaxo Group Limited
Glaxo Operations UK Limited
GlaxoSmithKline Capital plc
GlaxoSmithKline Consumer Healthcare Holdings Limited (63.5%)
GlaxoSmithKline Consumer Healthcare (UK) Trading Limited (63.5%) GlaxoSmithKline Holdings (Americas) Inc.
GlaxoSmithKline Export Limited
GlaxoSmithKline Finance plc
GlaxoSmithKline Holdings Limited *
GlaxoSmithKline Research & Development Limited
GlaxoSmithKline Services Unlimited *
GlaxoSmithKline UK Limited
Setfirst Limited
SmithKline Beecham Limited
ViiV Healthcare Limited (78.3%)
ViiV Healthcare UK Limited (78.3%)
GlaxoSmithKline LLC
Human Genome Sciences, Inc.
Novartis Consumer Health, Inc.
Stiefel Laboratories, Inc.
ViiV Healthcare Company (78.3%)
Europe
Others
GlaxoSmithKline Biologicals S.A. (Belgium)
GlaxoSmithKline Pharmaceuticals S.A. (Belgium)
GlaxoSmithKline Biologicals S.A.S. (France)
Groupe GlaxoSmithKline S.A.S. (France)
Laboratoire GlaxoSmithKline S.A.S. (France)
ViiV Healthcare S.A.S. (France) (78.3%)
GlaxoSmithKline Consumer Healthcare GmbH & Co. KG
(Germany) (63.5%)
GlaxoSmithKline GmbH & Co. KG (Germany)
Novartis Consumer Health GmbH (Germany) (63.5%)
GlaxoSmithKline Consumer Healthcare S.p.A. (Italy) (63.5%)
GlaxoSmithKline S.p.A. (Italy)
GlaxoSmithKline B.V. (Netherlands)
GlaxoSmithKline Pharmaceuticals S.A. (Poland)
GSK Services Sp.z.o.o. (Poland)
GlaxoSmithKline Trading Services Limited (Republic of Ireland) (i)
GlaxoSmithKline S.A. (Spain)
Novartis Consumer Health S.A. (Switzerland) (63.5%)
GlaxoSmithKline Argentina S.A. (Argentina)
GlaxoSmithKline Australia Pty Ltd. (Australia)
GlaxoSmithKline Brasil Limitada (Brazil)
GlaxoSmithKline Inc. (Canada)
ID Biomedical Corporation of Quebec (Canada)
GlaxoSmithKline (China) Investment Co. Ltd. (China)
GlaxoSmithKline Limited (China)
GlaxoSmithKline Pharmaceuticals (Suzhou) Limited (China)
Sino-American Tianjin Smith Kline & French Laboratories Ltd. (China) (34.9%)
GlaxoSmithKline Consumer Healthcare Limited (India) (72.5%)
GlaxoSmithKline Pharmaceuticals Limited (India) (75%)
GlaxoSmithKline Consumer Healthcare Japan K.K. (Japan)
GlaxoSmithKline K.K. (Japan)
GlaxoSmithKline Mexico S.A. de C.V. (Mexico)
GlaxoSmithKline Pakistan Limited (Pakistan) (82.6%)
Glaxo Wellcome Manufacturing Pte Ltd. (Singapore)
GlaxoSmithKline Pte Ltd. (Singapore)
GlaxoSmithKline Korea Limited (South Korea)
GlaxoSmithKline llaclari Sanayi ve Ticaret A.S. (Turkey)
(i)
Exempt from the provisions of section 347 and 348 of the Companies Act 2014 (Ireland), in accordance with the exemptions noted
in Section 357 of that Act. Further subsidiaries, as disclosed on pages 250 to 258, are exempt from these provisions as they are
also consolidated in the group financial statements.
*
Directly held wholly owned subsidiary of GlaxoSmithKline plc.
The subsidiaries and associates listed above principally affect the figures in the Group’s financial statements. 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.
See pages 250 to 258 for a complete list of subsidiary undertakings, associates and joint ventures, which form part of these financial
statements.
GSK Annual Report 2015 205
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Notes to the financial statements
continued
45 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
2015, the Group’s aggregate provision for legal and other disputes
(not including tax matters described in Note 14, ‘Taxation’) was
£0.4 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 statements. If this were to happen, it could have a material
adverse impact on the results of operations 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
Advair HFA, Flovent HFA, Ventolin HFA
On 29 September 2015, Mylan Pharmaceuticals (Mylan) filed a
petition for an Inter Partes Review (IPR) with the United States
Patent and Trademark Office (USPTO) seeking to invalidate a
patent covering the surfactant-free formulation and its use in the
hydrofluoroalkane (HFA) metered dose inhalers for Advair, Flovent
and Ventolin. The Group exclusively licenses the patent from 3M
and has the first right to enforce and defend it. The patent, which
expires on 1 December 2021, is listed in the Orange Book. The
Group filed a Patent Owner’s Preliminary Response opposing the
institution of the IPR on 6 January 2015. A decision on institution is
due by 6 April 2016. The patent that Mylan has challenged is just
one of a number of patents covering Advair, Flovent and Ventolin
and their use in HFA metered dose inhalers.
Men B vaccines/Bexsero
Following its acquisition of the Novartis Vaccine business, the
Group has taken over litigation originally filed by Novartis against
Pfizer, Inc. (Pfizer) in the UK, Italy and the United States related
to meningococcal B (Men B) vaccines. On 18 February 2015,
Novartis filed suit against Pfizer in the UK High Court (Patents
Court) for a declaration that a European patent owned by Pfizer
was not infringed by Bexsero and was invalid. The Group assumed
responsibility for this matter on 27 April 2015. Pfizer filed a
Statement of Defence on 27 May 2015 and counterclaimed for
infringement. Trial in the matter commenced on 7 March 2016.
On 18 February 2015, Novartis filed suit against Pfizer in the
Court of Rome for a declaration that a European patent owned by
Pfizer was not infringed by Bexsero and was invalid. The Group
has assumed responsibility for this matter. The Group is also
prosecuting a lawsuit against Pfizer, originally filed by Novartis,
for a declaration that a European patent issued to Pfizer related
to meningitis B vaccines is not infringed by Bexsero.
On 18 February 2015, Novartis filed suit against Pfizer in the
US District Court for the District of New Jersey for patent
infringement. The complaint asserts six patents against Pfizer,
alleging that Pfizer’s sale of Trumenba infringes those patents.
Trumenba is indicated for active immunization to prevent invasive
disease caused by Neisseria meningitidis serogroup B. On
27 April 2015, the Group filed a First Amended Complaint against
Pfizer reasserting the six patents originally asserted by Novartis,
but also asserting one additional recently-granted patent.
Infringement contentions were served by the Group on 29 October
2015; Pfizer served non-infringement and invalidity contentions on
18 December 2015. The Group responded to Pfizer’s invalidity
contentions on 5 February 2016. No dates have been set for
summary judgment motions or trial.
206 GSK Annual Report 2015
In May 2015, Mylan filed an action in the UK Patents Court
alleging that the patent covering the combination of lamivudine and
abacavir for Kivexa is invalid. They also allege that the SPC based
upon the patent is invalid because it was not the first marketing
authorisation for the combination, alleging instead that the prior
approval of Trizivir was the first. Trial is scheduled for May 2016.
In addition, Mylan has challenged the combination patent and
associated SPC in France, Italy and Portugal. No trial dates have
been set in these jurisdictions.
Lexiva
On 10 December 2014, Lupin filed a petition with the USPTO for
an IPR alleging that the patent covering the active ingredient for
Lexiva is invalid. ViiV Healthcare filed a Patent Owner’s Preliminary
Response opposing the petition on 12 April 2015. On 9 July 2015,
the USPTO granted in-part and denied in-part the petition for an
IPR. Significantly, the USPTO denied the petition for the basic
compound claims covering Lexiva, while granting the petition for
other claims in the patent. On 24 July 2015, Lupin requested
reconsideration of the decision not to initiate review of the claims
specifically covering Lexiva. On 14 October 2015, ViiV Healthcare
requested adverse judgment as to the claims upon which review
was granted (effectively cancelling those claims). On 2 November
2015, the USPTO denied Lupin’s motion for reconsideration and,
on 3 November 2015, the USPTO cancelled the requested claims
and terminated the IPR, leaving the claims covering Lexiva intact.
On 4 February 2016, Lupin filed a new petition for an IPR on the
remaining claims. A Patent Owner’s Preliminary Response is due
11 May 2016.
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 these
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, as appropriate, for the matters below
in the provision for legal and other disputes. Matters for which the
Group has made a provision are also noted in Note 29, ‘Other
provisions’.
45 Legal proceedings continued
Coreg CR
Mylan sent a Paragraph IV certification, dated 26 August 2015,
to the Group and Flamel Ireland Ltd. (Flamel) stating that it had
submitted an Abbreviated New Drug Application (ANDA) to the
US Food and Drug Administration (FDA) seeking approval of a
generic version of Coreg CR. The notice asserted that the patents
listed in the Orange Book for Coreg CR were either invalid or not
infringed by Mylan’s product. On 9 October 2015, Flamel filed a
civil complaint in the US District Court for the Northern District of
West Virginia alleging that Mylan’s product infringes Flamel’s
Orange Book-listed extended release formulation patent which
expires 11 March 2026. The Group is the exclusive licensee of this
patent for Coreg CR. Mylan answered on 18 December 2015,
asserting that Flamel’s patent was invalid or not infringed. Mylan
also filed a third party complaint against the Group requesting a
declaration that the Group’s patent on carvedilol phosphate
hemihydrate is invalid or not infringed. A scheduling conference
has been set for 12 May 2016.
Epzicom/Kivexa/Trizivir
On 6 February 2014, ViiV Healthcare received notice that Lupin
Limited (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. ViiV Healthcare filed suit against Lupin on 3 March
2014, alleging infringement of both the patent covering the
combination of lamivudine and abacavir and the patent covering
the hemisulfate salt of abacavir. ViiV Healthcare settled with Lupin
on 22 June 2015, and the case was dismissed on 7 August 2015.
On 2 June 2014, Apotex filed a Petition requesting an Inter Partes
Review (IPR) of the combination patent covering Epzicom and
Trizivir. The USPTO granted the petition on 8 December 2014
which initiated the IPR. On 8 January 2015, Teva filed a petition
with the USPTO to join the proceeding. ViiV Healthcare filed an
opposition to Teva’s joinder motion on 3 April 2015, and Teva’s
motion to join was denied on 25 June 2015. On 29 July 2015,
ViiV Healthcare and Apotex settled the case, and the USPTO
terminated the IPR on 3 August 2015.
Teva Canada and Apotex each filed Notices of Allegation
challenging patents for Kivexa (lamivudine/abacavir) listed on
the Canadian Patent Register. ViiV Healthcare filed suit for
infringement against Teva on 12 September 2013 under the
patents covering abacavir hemisulfate and the combination of
lamivudine and abacavir. ViiV Healthcare filed suit against Apotex
on 31 January 2014 under the patent covering abacavir hemisulfate
and on 14 March 2014 for infringement of the patent covering the
combination of lamivudine and abacavir. ViiV Healthcare settled
the case against Teva on 24 April 2015 and against Apotex on
29 July 2015.
Teva also challenged the claims of the combination patent covering
Kivexa in Germany, France, Italy and the United Kingdom. The
combination patent expires across Europe in 2016. In addition,
ViiV Healthcare has a corresponding Supplementary Protection
Certificate (SPC) for Kivexa that does not expire until late 2019.
Teva also challenged the validity of the SPC. ViiV Healthcare
reached a settlement with Teva in May 2015 and the litigation
was terminated.
GSK Annual Report 2015 207
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Notes to the financial statements
continued
• Acts of violence
As of February 2016, there were six pending matters concerning
allegations that patients who took paroxetine or Paxil committed
or attempted to commit suicide or acts of violence. Trial on one
of these cases is scheduled for 19 September 2016.
• Discontinuation
In the UK, in late 2010, due to poor prospects of success,
public funding of Seroxat claimants who had alleged withdrawal
reactions was ceased. The majority of the claimants discontinued
their claims. In 2011, about 120 claimants appealed the decision
to the Special Cases Review Panel. The Special Cases Review
Panel denied the appeal, and the public funding certificate was
discharged by the Legal Aid Agency on 29 January 2015. One
hundred and three cases remain. These were the subject of a
hearing held on 14 December 2015. The judgement from the
hearing was published on 4 February 2016 and allowed the
remaining claims to continue under court management. A further
case management conference is expected by the summer.
Zofran
Plaintiffs allege that their children suffered birth defects as a result
of the mothers’ ingestion of Zofran and/or generic ondansetron for
pregnancy-related nausea and vomiting. Plaintiffs assert that the
Group sold Zofran knowing it was unsafe for pregnant women,
failed to warn of the risks, and illegally marketed Zofran “off-label”
for use by pregnant women. As of February 2016, the Group is
a defendant in 226 personal injury lawsuits brought on behalf of
236 individual plaintiffs in the US. All 221 federal cases are part
of a multi-district litigation proceeding (MDL) in the District of
Massachusetts. The Group is also a defendant in four proposed
class actions in Canada, which are in their early stages. Class
certification issues in these cases have not yet been addressed.
On 27 January 2016, the MDL court issued an order denying the
Group’s motion to dismiss all claims of the grounds that they are
preempted under federal law. The Group may renew the motion at
a later date. The MDL continues with monthly status conferences
where issues such as the sufficiency of the pleadings and the
scope of discovery will be addressed.
45 Legal proceedings continued
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 US 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 2016, the Group has reached agreements to settle
the substantial majority of federal and state cases pending in the
US. Fifteen purported class actions on Avandia are pending in
Canada.
There are four purported class actions seeking economic damages
on behalf of third party payers (TPPs) 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. The MDL Court
has consolidated these four actions for pre-trial proceedings, and
has appointed a Plaintiffs Steering Committee. The Group is filing
a petition for writ of certiorari in the United States Supreme Court
seeking review of the Third Circuit’s decision that the TPPs state
a valid cause of action.
The sole remaining consumer class action, brought on behalf of
Missouri residents, was dismissed by the MDL Court; the Third
Circuit has affirmed the MDL’s decision dismissing the action.
As a result, no consumer class actions remain.
Seroxat/Paxil 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 contain one or more of the following
allegations: (i) that use of Paxil during pregnancy caused
congenital malformations or persistent pulmonary hypertension;
(ii) that Paxil treatment caused patients to commit suicidal or
violent acts; and (iii) that the Group failed to warn that patients
could experience certain symptoms on discontinuing Paxil
treatment.
• Pregnancy
The Group has reached agreements to settle the majority of the
US claims relating to the use of Paxil during pregnancy as of
February 2016, but a number of claims related to use during
pregnancy are still pending in various courts in the US. Other
matters have been dismissed without payment. Currently, there
are twelve trials scheduled in 2016.
There are two proposed, and one certified, class actions in
Canada. The action that has been certified as a national class
action is in British Columbia and relates to cardiovascular defects.
An appeal from that certification decision was dismissed in
October 2013, and the case is scheduled to be tried in October
2016.
208 GSK Annual Report 2015
45 Legal proceedings continued
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’.
SEC/DOJ and SFO Anti-corruption enquiries
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 has 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 and the outcome of that investigation. The Group also has
briefed the DOJ and SEC regarding other countries and issues.
The Group also has advised the UK Serious Fraud Office (SFO)
regarding the investigation of its China operations by the Chinese
government and the outcome of that investigation. The SFO
has requested information from the Group on its commercial
operations in a number of countries. On 27 May 2014, the
SFO informed the Group that it had formally opened a criminal
investigation into the Group’s practices. The Group is responding
to the SFO’s requests. The Group is unable to make a reliable
estimate of the expected financial effect of these investigations,
and no provision has been made for them.
US Vaccines subpoena
On 25 February 2016, the Group received a subpoena from the
US Attorney’s Office for the Southern District of New York
requesting documents relating to the Group’s Vaccines business.
The Group is responding to the subpoena. The Group is unable
to make a reliable estimate of the expected financial effect of this
matter, and no provision has been made for it.
US subpoena relating to Imitrex and Amerge
On 7 March 2016, the Group received a subpoena from the US
Attorney’s Office for the Southern District of New York requesting
documents relating to the Group’s US contracts for Imitrex and
Amerge. The Group is responding to the subpoena. The Group is
unable to make a reliable estimate of the expected financial effect
of this matter, and no provision has been made for it.
Avandia
The Group is defending an action by the County of Santa Clara,
California, which was brought under California’s consumer
protection laws seeking civil penalties and restitution as a result
of the Group’s marketing of Avandia. The Group has filed a number
of dispositive motions which are pending before the MDL Court.
The County of Santa Clara recently has filed a motion to dismiss
the action from federal court for lack of federal jurisdiction. This
motion has been briefed and argued by the parties.
Average wholesale price
State Attorneys General in Wisconsin and Illinois have filed suit
against the Group and a number of 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 allege 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 reached a settlement
with the State of Wisconsin resolving all claims in the matter.
The Illinois case is ongoing, and no trial date has yet been set.
Cidra third-party payer litigation
On 25 July 2013, a number of major US healthcare insurers
filed suit against the Group in the 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 (current good manufacturing practices) 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.
The case had been stayed pending the decision of the US Court
of Appeals for the Third Circuit on an overlapping, potentially
dispositive issue in the Group’s third-party payer litigation
regarding Avandia. As a result of the Third Circuit’s denial of
the Group’s petition, the judge in this litigation has lifted the stay.
The parties have filed supplemental briefings on the Group’s
motion to dismiss and await a ruling from the court. The Group
has made no provision for this matter.
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’.
UK Competition and Markets Authority investigation
On 12 February 2016, the UK Competition and Markets Authority
(CMA) issued a decision fining the Group and two other
pharmaceutical companies for infringement of the Competition
Act. The CMA imposed a fine of £37.6 million on the Group, as
well as fines totalling £7.4 million against the other companies.
This relates to agreements to settle patent disputes between the
Group and potential suppliers of generic paroxetine formulations,
entered between 2001 and 2003. The Group terminated the
agreements at issue in 2004. The Group believes it has strong
arguments to defend its actions and is currently examining the
CMA’s finding with its legal advisors with a view to appeal to the
Competition Appeal Tribunal such that the fine is overturned or
substantially reduced. Accordingly no provision has been made
for this matter.
GSK Annual Report 2015 209
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In addition to the private litigant suits, on 12 December 2011, the
US Securities and Exchange Commission (SEC) filed a formal
complaint against Stiefel and Charles Stiefel in the US 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. The case
had been stayed but was returned to active status in early summer
2015. On 30 November 2015, the court entered orders asking the
parties to rebrief their summary judgment motions and setting a
pretrial conference for August 2016. The Group has made a
provision for the Stiefel litigation.
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 US. 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 21 sites, of which 11 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 cleanup 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 18 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.
45 Legal proceedings continued
Lamictal
Purported classes of direct and indirect purchasers filed suit in
the US 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 overcharges to the
purchasers, by entering into an allegedly anti-competitive reverse
payment settlement to resolve patent infringement litigation. A
separate count accuses the Group of monopolising the market.
On 26 June 2015, the Court of Appeals reversed the trial court’s
decision to dismiss the case and remanded the action back to the
trial court. On 26 October 2015, the trial court denied the Group’s
motion for a stay and set a schedule for early dispositive motions
and discovery. The Group filed a petition for certiorari with the
United States Supreme Court on 19 February 2016.
Wellbutrin XL
Plaintiffs claimed antitrust injury related to allegedly sham patent
litigation filed by Biovail against generic companies pursuing
ANDAs for generic Wellbutrin XL. The Group was named as a
party plaintiff in two patent infringement actions but later withdrew
from those matters. The Group was not a party in the remaining
two patent infringement actions relating to Wellbutrin XL. Plaintiffs
alleged that a conspiracy to delay generic approval existed
between Biovail and the Group, but the Court granted summary
judgment in favour of the Group on those claims.
The sole remaining claim related to plaintiffs’ allegations that the
Group entered into an anti-competitive reverse payment settlement
to resolve the patent infringement litigation. The Court granted
summary judgment in favour of the Group on all claims, and the
matter is currently pending appeal before the US Court of Appeals
for the Third Circuit Court.
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’.
Securities/ERISA class actions – Stiefel
There are currently three outstanding lawsuits brought by former
Stiefel Laboratories, Inc. (Stiefel) employees alleging that Stiefel
and its officers and directors violated the 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.
The Fried case is currently on appeal to the US Court of Appeals
for the Eleventh Circuit with oral argument having taken place in
February 2016. Stiefel won a complete defence verdict in this
matter at a jury trial in federal court in Florida in October 2013 and
the plaintiff appealed. Trial of a second Florida case has been
stayed pending resolution of the Fried matter. Discovery also
continues in a case pending in New York federal court.
210 GSK Annual Report 2015
Financial statements of GlaxoSmithKline plc
prepared under UK GAAP (including FRS 101 ‘Reduced Disclosure Framework’)
Directors’ statement of responsibilities
in relation to the company’s financial
statements
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 assets, liabilities, financial
position and profit or loss 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;
• prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the Group will continue
in business.
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 2015, comprising the balance sheet for the year
ended 31 December 2015 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 2015
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, which
represent the management 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.
Disclosure of information to auditors
The Directors in office at the date of this Annual 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
Having assessed the principal risks and other matters considered
in connection with the viability statement, the Directors considered
it appropriate to adopt the going concern basis of accounting in
preparing the financial statements.
The UK Corporate Governance Code
The Board considers that GlaxoSmithKline plc applies the
principles and complies with the provisions of the UK Corporate
Governance Code maintained by the Financial Reporting Council,
as described in the Corporate Governance section on pages 80
to 101. 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
position and 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.
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Chairman
16 March 2016
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GSK Annual Report 2015 211
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Independent Auditors’ report
to the members of GlaxoSmithKline plc
Report on the parent company financial
statements
Our Opinion
In our opinion, GlaxoSmithKline plc’s parent company financial
statements (the “financial statements”):
• give a true and fair view of the state of the parent company’s
affairs at 31 December 2015;
• 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.
What we have audited
The financial statements, included within the Annual Report,
comprise:
• the Company balance sheet at 31 December 2015;
• the Company statement of changes in equity for the year then
ended; and
• the notes to the financial statements, which include a summary of
significant accounting policies and other explanatory information.
Certain required disclosures have been presented elsewhere
in the Annual Report, rather than in the notes to the financial
statements. These are cross-referenced from the financial
statements and are identified as audited. The financial reporting
framework that has been applied in the preparation of the financial
statements is applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting
Practice), including FRS 101 “Reduced Disclosure Framework”.
Other required reporting
Consistency of other information
Companies Act 2006 opinion
In our opinion, the information given in the Strategic Report
and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements.
ISAs (UK & Ireland) reporting
Under International Standards on Auditing (UK and Ireland)
(“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
financial statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the company acquired
in the course of performing our audit; or
• otherwise misleading.
We have no exceptions to report arising from this responsibility.
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 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
Directors’ Remuneration report – Companies Act 2006 opinion
In our opinion, the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Other Companies Act 2006 reporting
Under the Companies Act 2006, we are required to report to you
if, in our opinion, certain disclosures of directors’ remuneration
specified by law are not made. 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 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
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.
What an audit of financial statements involves
We conducted our audit in accordance with 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.
We primarily focus 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.
We test and examine information, using sampling and other
auditing techniques, to the extent we consider necessary to
provide a reasonable basis for us to draw conclusions. We obtain
audit evidence through testing the effectiveness of controls,
substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the
audited 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.
Other matter
We have reported separately on the Group financial statements of
GlaxoSmithKline plc for the year ended 31 December 2015.
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
16 March 2016
212 GSK Annual Report 2015
Company balance sheet – UK GAAP (including FRS 101 ‘Reduced Disclosure Framework’)
at 31 December 2015
Fixed assets – investments
Current assets:
Trade and other receivables
Cash at bank
Total current assets
Trade and other payables
Net current assets
Total assets less current liabilities
Provisions
Other non-current liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Other reserves
Retained earnings
Equity shareholders’ funds
Notes
F
2015
£m
20,096
2014
£m
19,691
G
H
I
J
K
K
L
6,635
2
6,637
(671)
5,966
26,062
(40)
(398)
25,624
1,340
2,831
1,420
20,033
25,624
10,900
2
10,902
(1,799)
9,103
28,794
(25)
–
28,769
1,339
2,759
1,420
23,251
28,769
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The financial statements on pages 213 to 216 were approved by the Board on 16 March 2016 and signed on its behalf by
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Chairman
GlaxoSmithKline plc
Registered number: 3888792
Company statement of changes in equity
At 1 January 2014
Profit attributable to shareholders
Dividends to shareholders
Shares issued under employee share schemes
Shares purchased and held as Treasury shares
Treasury shares transferred to the ESOT held by a subsidiary company
At 31 December 2014
Profit attributable to shareholders
Dividends to shareholders
Shares issued under employee share schemes
At 31 December 2015
Share
capital
£m
1,336
–
–
3
–
–
1,339
–
–
1
1,340
Share
premium
account
£m
2,595
–
–
164
–
–
2,759
–
–
72
2,831
Other
reserves
£m
1,420
–
–
–
–
–
1,420
–
–
–
1,420
Retained
earnings
£m
17,179
10,003
(3,843)
–
(238)
150
23,251
656
(3,874)
–
20,033
Total
£m
22,530
10,003
(3,843)
167
(238)
150
28,769
656
(3,874)
73
25,624
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GSK Annual Report 2015 213
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Notes to the company balance sheet –
UK GAAP (including FRS 101 ‘Reduced
Disclosure Framework’)
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 using the historical
cost convention and on a going concern basis, are prepared in
accordance with Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ and with UK accounting presentation as at
31 December 2015, with comparative figures as at 31 December
2014. There were no comparative figures that required changing
as a result of the current year adoption of FRS101.
As permitted by section 408 of the Companies Act 2006, the
income statement of the company is not presented in this Annual
Report.
The company is included in the Group financial statements of
GlaxoSmithKline plc, which are publicly available.
The following exemptions from the requirements of IFRS have
been applied in the preparation of these financial statements,
in accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based
payment’
• IFRS 7, ‘Financial Instruments - Disclosures’
• Paragraphs 91-99 of IFRS 13, ‘Fair value measurement’
• Paragraph 38 of IAS 1, ‘Presentation of financial statements’
comparative information requirements in respect of
paragraph 79(a) (iv) of IAS 1
• Paragraphs 10(d), 10(f), 16, 38(A), 38 (B to D), 40 (A to D),
111 and 134 to 136 of IAS 1, ‘Presentation of financial
statements’
• IAS 7, ‘Statement of cash flows’
• Paragraph 30 and 31 of IAS 8, ‘Accounting policies, changes
in accounting estimates and errors’
• Paragraph 17 of IAS 24, ‘Related party disclosures’ and
the further requirement in IAS 24 to disclose related party
transactions entered into between two or more members of
a 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. Foreign currency assets and
liabilities are translated at rates of exchange ruling at the balance
sheet date.
Dividends paid and received
Dividends paid and received are included in the financial
statements 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 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 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 temporary differences are
expected to be realised or settled. 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.
Legal and other disputes
The company 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 company.
At 31 December 2015 provisions for legal and other disputes
amounted to £40 million (2014 – £25 million).
214 GSK Annual Report 2015
Notes to the company balance sheet – UK GAAP (including FRS 101 ‘Reduced Disclosure
Framework’) continued
C) Key accounting judgements and estimates
Legal and other disputes
The company 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 company.
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.
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. At 31 December 2015 provisions for
legal and other disputes amounted to £40 million (2014 –
£25 million).
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 company’s financial statements by a material amount.
Contingent consideration
Any contingent consideration included in the consideration
payable for a business combination is recorded at fair value at
the date of acquisition. These fair values are generally based
on risk-adjusted future cash flows discounted using appropriate
interest rates. At 31 December 2015, the liability for contingent
consideration amounted to £405 million on the acquisition of the
Vaccines business from Novartis in 2015.
The assumptions relating to future cash flows and discount rates
are based on business forecasts and are therefore inherently
judgemental. Future events could cause the assumptions used
in these projections to change with a consequent adverse effect
on the future results of the company.
D) Operating profit
A fee of £12,053 (2014 – £11,523) relating to the audit of the
company has been charged in operating profit.
E) Dividends
The directors declared four interim dividends resulting in a
dividend for the year of 80 pence, in line with the dividend for
2014. A special dividend of 20 pence has also been declared in
the year. For further details, see Note 16 to the Group financial
statements, ‘Dividends’.
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F) 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
Contribution relating to contingent consideration
G) Trade and other receivables
Amounts due within one year:
UK Corporation tax recoverable
Other receivables
Deferred tax recoverable
Amounts owed by Group undertakings
Amounts due after more than one year:
Amounts due by Group undertakings
2015
£m
613
18
17,888
33
18,552
1,139
405
20,096
2014
£m
613
18
17,888
33
18,552
1,139
–
19,691
2015
£m
2014
£m
201
41
–
5,977
6,219
416
6,635
205
3
205
10,055
10,468
432
10,900
The deferred tax balance of £205 million reported in 2014 and reversed in 2015 arose as a result of the recognition of a deferred tax
asset on tax losses expected to be used following completion of the Novartis transaction on 2 March 2015.
GSK Annual Report 2015 215
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Notes to the company balance sheet – UK GAAP (including FRS 101 ‘Reduced Disclosure
Framework’) continued
H) Trade and other payables
Amounts due within one year:
Other creditors
Contingent consideration payable
Amounts owed to Group undertakings
2015
£m
478
7
186
671
2014
£m
497
–
1,302
1,799
The company has guaranteed debt issued by its subsidiary companies from one of which it receives an annual fee. In aggregate, the
company has outstanding guarantees over £16.1 billion of debt instruments. The amounts due from the subsidiary company in relation
to these guarantee fees will be recovered over the life of the bonds and are disclosed within ‘Trade and other receivables’ (see Note G).
I) Provisions
At 1 January
Charge for the year
Utilised
Other movements
At 31 December
The provisions relate to a number of legal and other disputes in which the company is currently involved.
J) Other non-current liabilities
Contingent consideration payable
2015
£m
25
139
(127)
3
40
2015
£m
398
398
2014
£m
–
148
(138)
15
25
2014
£m
–
–
The contingent consideration relates to the amount payable for the acquisition in 2015 of the Novartis Vaccines portfolio. The current
year liability is included within ‘Trade and other payables’.
K) Called up share capital and share premium account
Share capital authorised
At 31 December 2014
At 31 December 2015
Share capital issued and fully paid
At 1 January 2014
Issued under employee share schemes
At 31 December 2014
Issued under employee share schemes
At 31 December 2015
Number of shares issuable under outstanding options
Number of unissued shares not under option
Ordinary Shares of 25p each
Number
£m
Share
premium
account
£m
10,000,000,000
10,000,000,000
5,342,206,696
13,090,536
5,355,297,232
6,010,415
5,361,307,647
31 December
2015
000
99,833
4,538,859
2,500
2,500
1,336
3
1,339
1
1,340
2,595
164
2,759
72
2,831
31 December
2014
000
88,801
4,555,902
At 31 December 2015, of the issued share capital, 29,801,412 shares were held in the ESOP Trusts, 491,515,950 shares were held as
Treasury shares and 4,839,990,285 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’.
L) Reserves
The profit of GlaxoSmithKline plc for the year was £656 million (2014 – £10,003 million), which after dividends of £3,874 million
(2014 – £3,843 million), gave a retained loss of £3,218 million (2014 – £6,160 million profit). No Treasury shares were purchased in
the year (2014 – £238 million) and no Treasury shares were transferred to a subsidiary (2014 – £150 million). At 31 December 2015,
the retained earnings stood at £20,033 million (2014 – £23,251 million), of which £4,096 million was unrealised (2014 – £4,096 million).
M) Group companies
See pages 250 to 258 for a complete list of subsidiaries, associates and joint ventures, which form part of these financial statements.
216 GSK Annual Report 2015
Investor
information
In this section
Quarterly trend
218
Pharmaceuticals and Vaccines turnover 220
222
Five year record
Product development pipeline
225
Products, competition and
intellectual property
Risk factors
Share capital and share price
Dividends
Financial calendar
Annual General Meeting 2016
Tax information for shareholders
Shareholder services and contacts
US law and regulation
Group companies
Glossary of terms
228
231
241
243
243
243
244
246
248
250
259
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GSK Annual Report 2015 217
GSK Annual Report 2015 217
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Financial record
Quarterly trend
An unaudited analysis of the Group results is provided by quarter in Sterling for the financial year 2015.
Income statement – total
Turnover – Pharmaceuticals
– Vaccines
– Consumer Healthcare
Corporate and other unallocated turnover
Total turnover
Cost of sales
Selling, general and administration
Research and development
Royalty income
Other operating income
Operating profit/(loss)
Net finance costs
Profit/(loss) on disposal of interest in associates
and joint ventures
Share of after tax profits/(losses) of associates
and joint ventures
Profit/(loss) before taxation
Taxation
Tax rate %
Profit/(loss) after taxation for the period
(Loss)/profit attributable to non-controlling interests
Profit/(loss) attributable to shareholders
Basic earnings/(loss) per share (pence)
Diluted earnings/(loss) 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 (losses)/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)
12 months 2015
Reported Pro-forma
Q4 2015
Reported Pro-forma
CER%
(1)
3
6
1
(25)
1
CER%
(7)
19
44
6
(9)
6
24
13
2
8
£%
(8)
16
40
4
(17)
4
21
12
3
6
>100
>100
>100
>100
>100
>100
>100
>100
6
18
12
(2)
8
(9)
4
15
12
(1)
6
(13)
1
5
4
(5)
(4)
(3)
(10)
(15)
(10)
(15)
£m
14,166
3,657
6,028
23,851
72
23,923
(8,853)
(9,232)
(3,560)
329
7,715
10,322
(653)
843
14
10,526
(2,154)
20.5%
8,372
(50)
8,422
174.3
172.3
23,923
(7,520)
(7,907)
(3,096)
329
5,729
(636)
(2)
5,091
(993)
19.5%
4,098
440
3,658
75.7p
(15)
(21)
CER%
(1)
(1)
5
–
>(100)
–
CER%
(9)
20
47
5
£%
(11)
15
41
2
>(100) >(100)
2
25
13
8
36
4
29
15
9
39
>(100) >(100)
>(100) >(100)
>(100) >(100)
£m
3,763
963
1,562
6,288
(2)
6,286
(2,541)
(2,498)
(1,054)
91
(538)
(254)
(158)
1
(5)
(416)
(12)
(2.9)%
(428)
(74)
(354)
(7.3)p >(100) >(100)
(7.3)p
6,286
(2,066)
(2,108)
(846)
91
1,357
(154)
(5)
1,198
(215)
17.9%
983
109
874
18.1p
4
18
15
3
39
(18)
2
15
13
3
36
(23)
–
3
5
(1)
39
(10)
(20)
(26)
(22)
(28)
(28)
(34)
The calculation of core results is described on page 54.
218 GSK Annual Report 2015
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Q3 2015
Reported Pro-forma
Q2 2015
Reported Pro-forma
Q1 2015
Reported Pro-forma
CER%
(1)
13
7
5
10
5
CER%
(7)
32
55
11
27
11
24
(1)
1
–
£%
(8)
30
48
8
15
9
21
(2)
3
(2)
53
46
69
58
80
68
45
32
11
22
26
(3)
–
(5)
9
18
25
(2)
(2)
(9)
5
6
13
(6)
(11)
–
(5)
(10)
(5)
(10)
£m
3,340
1,181
1,576
6,097
30
6,127
(2,204)
(1,968)
(827)
99
(202)
1,025
(154)
(2)
(2)
867
(220)
25.4%
647
109
538
11.1p
11.0p
6,127
(1,936)
(1,842)
(730)
99
1,718
(148)
(2)
1,568
(314)
20.0%
1,254
141
1,113
23.0p
(13)
(18)
£m
3,540
814
1,509
5,863
25
5,888
(2,005)
(2,541)
(812)
62
(257)
335
(182)
1
(2)
152
(37)
24.3%
115
(34)
149
3.1p
3.1p
5,888
(1,779)
(2,091)
(731)
62
1,349
(178)
(2)
1,169
(233)
20.0%
936
99
837
17.3p
CER%
2
(5)
6
2
87
2
CER%
(6)
11
51
7
87
7
19
21
(2)
(14)
£%
(6)
7
48
6
67
6
16
24
–
(14)
(61)
(71)
(73)
(85)
(70)
(84)
(63)
(77)
7
18
7
(6)
(14)
3
1
4
–
6
16
9
(5)
(14)
(4)
(7)
(5)
(9)
2
3
(2)
(10)
(33)
14
£m
3,523
699
1,381
5,603
19
5,622
(2,103)
(2,225)
(867)
77
8,712
9,216
(159)
843
23
9,923
(1,885)
19.0%
8,038
(51)
8,089
167.8p
166.4p
5,622
(1,739)
(1,866)
(789)
77
1,305
(156)
7
1,156
(231)
20.0%
925
91
834
17.3p
CER%
(5)
3
8
(1)
(19)
(1)
CER%
(7)
10
24
1
(9)
1
23
14
(2)
13
£%
(8)
7
23
–
(17)
–
21
13
1
10
>100
>100
>100
>100
>100
>100
>100
>100
1
13
4
(2)
13
(14)
–
12
3
1
10
(15)
(1)
8
1
(4)
5
(12)
(14)
(16)
(12)
(13)
(16)
(18)
GSK Annual Report 2015 219
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
Financial record
continued
Pharmaceuticals turnover by therapeutic area 2015
Therapeutic area/major products
£m
£m CER%
2014
2015 (restated)
Total
Growth
£%
US
2015
£m CER%
Growth
£%
2015
£m CER%
Europe
Growth
£%
International
2015
£m CER%
Growth
£%
Respiratory
Anoro Ellipta
Avamys/Veramyst
Flixotide/Flovent
Relvar/Breo Ellipta
Seretide/Advair
Ventolin
Other
Cardiovascular, metabolic and
urology (CVMU)
Avodart
Other
Immuno-inflammation
Benlysta
Other
Oncology
Other pharmaceuticals
Dermatology
Augmentin
Other anti-bacterials
Rare diseases
Other
Innovative Pharmaceuticals
Established Products
Coreg
Hepsera
Imigran/Imitrex
Lamictal
Lovaza
Requip
Serevent
Seroxat/Paxil
Valtrex
Zeffix
Other
5,741
79
229
623
257
3,681
620
252
858
657
201
263
230
33
255
2,199
412
528
184
371
704
9,316
2,528
123
63
160
531
93
93
93
165
165
134
908
6,168
17
238
702
67
4,229
665
250
965
805
160
214
173
41
1,202
2,390
470
573
215
417
715
10,939
3,011
124
85
172
531
240
109
108
210
154
166
1,112
Global Pharmaceuticals
11,844
13,950
HIV
Combivir
Epzicom/Kivexa
Lexiva/Telzir
Selzentry
Tivicay
Triumeq
Trizivir
Other
2,322
34
698
65
124
588
730
26
57
1,498
59
768
87
136
282
57
36
73
(7)
(7)
>100 >100
(4)
(11)
>100 >100
3
(12)
2,750
(10)
(3)
56 >100 >100
(19)
(26)
25
379
(13)
(19)
108 >100 >100
(6)
(13)
(15)
(8)
13 >100 >100
(13) 1,865
304
(7)
1
(9)
4
(1)
(15)
>100 >100
(4)
(10)
>100 >100
(24)
(6)
7
(18)
1
11
1,415
16
66
92
80
1,014
117
30
260
254
6
15
15
–
70
596
138
170
51
122
115
(14)
(36)
38
23
34
(20)
(82)
9
(16)
(100)
–
(30)
92
(12)
2,356
(25)
(1)
–
(8)
5
(61)
(29)
–
–
(23)
(33)
(60)
493
–
1
56
96
–
29
36
35
24
7
209
(14)
2,849
1,576
7
138
152
69
802
199
209
284
237
47
6
6
–
93
1,415
233
358
127
202
495
3,374
1,388
–
62
28
169
–
59
14
143
121
125
667
(11)
(9)
(54)
25
25
–
(83)
(10)
(8)
(10)
(16)
(9)
(9)
(23)
(18)
–
–
(8)
(9)
–
(26)
(25)
(19)
(11)
(13)
(22)
–
9
1
(5)
>100 >100
–
(6)
>100 >100
(12)
(6)
(5)
(8)
–
–
–
(4)
23
20
20
–
(65)
(6)
(12)
(2)
(12)
(1)
(6)
(7)
(8)
–
(28)
4
3
–
–
(12)
(10)
30
(23)
(11)
(7)
(7)
(11)
21
20
20
–
(66)
(9)
(14)
(7)
(14)
(6)
(9)
(11)
(10)
–
(27)
–
(1)
–
(6)
(18)
(14)
21
(19)
(13)
(11)
(3)
(1)
(46)
42
42
–
(82)
(2)
(1)
(2)
(8)
(1)
1
(16)
(11)
–
–
–
(2)
–
(23)
(21)
(12)
(4)
(13)
(16)
(16)
(13)
(7)
6
(9)
(15)
21
16
25
(24)
(79)
(4)
(9)
(2)
(11)
(6)
1
(14)
(15)
(8)
(27)
(5)
(1)
(64)
(10)
(14)
(16)
14
(22)
(16)
(14)
(11)
(18)
26
23
33
(20)
(79)
(8)
(12)
(8)
(14)
(11)
(2 )
(15)
(16)
(1)
(26)
(7)
–
(61)
(15)
(14)
(21)
8
(19)
(18)
314
166
148
242
209
33
92
188
41
–
6
47
94
3,586
647
123
–
76
266
93
5
43
(13)
20
2
32
(15)
4,233
(20)
(41)
28
14
24
(24)
(83)
2
(20)
(100)
–
(33)
76
(18)
(30)
(8)
–
(11)
(3)
(64)
(29)
(7)
–
(27)
(33)
(63)
(20)
(22)
4,762
54
(42)
(7)
(25)
(8)
55
(42)
(9)
(25)
(9)
>100 >100
>100 >100
(28)
(22)
(28)
(19)
91
77
1,301
(11)
(17)
10
(7)
(14)
258
40
(15)
(21)
9
2
60
389
93
79
510 >100 >100
(15)
(21)
(24)
(27)
9
25
716
9
304
12
48
147
176
14
6
46
(46)
(1)
(32)
(10)
34
(51)
(9)
(39)
(18)
>100 >100
>100 >100
(35)
(45)
(29)
(36)
305
15
136
13
16
52
44
3
26
15
(50)
(5)
(27)
(26)
8
(49)
(12)
(36)
(30)
>100 >100
>100 >100
11
(7)
(43)
–
Pharmaceuticals
14,166
15,448
(7)
(8)
5,534
(8)
(1)
3,565
(8)
(15)
5,067
(6)
(10)
Vaccines turnover 2015
Major products
Bexsero
Boostrix
Cervarix
Fluarix, FluLaval
Hepatitis
Infanrix, Pediarix
Menveo
Rabipur/RabAvert
Rotarix
Synflorix
Other
Vaccines
2014
2015 (restated)
£m
115
358
88
268
540
733
160
61
417
381
536
£m CER%
–
12
(20)
21
(4)
(9)
–
–
14
5
65
–
317
118
215
558
828
–
–
376
398
349
Total
Growth
£%
–
13
(25)
25
(3)
(11)
–
–
11
(4)
52
US
2015
Growth
£%
£m CER%
–
–
17
27
18
209
(50)
(50)
3
38
28
197
16
7
273
(10)
(17)
269
–
–
99
–
–
28
58
47
139
–
–
–
24 >100 >100
Europe
Growth
£%
–
13
(23)
5
(17)
(10)
–
–
(4)
(3)
44
2015
£m CER%
–
86
23
88
(15)
37
14
23
(11)
154
(2)
332
–
36
–
17
3
64
8
39
56
221
International
2015
£m CER%
–
12
(12)
61
(21)
48
48
2
(12)
113
(9)
132
–
25
–
16
4
214
342
4
64
291
Growth
£%
–
(19)
(24)
(2)
(16)
(17)
–
–
(3)
(4)
48
3,657
3,159
19
16
1,258
24
34
1,097
23
14
1,302
12
4
CER% represents growth at constant exchange rates. £% represents growth at actual exchange rates.
220 GSK Annual Report 2015
Pharmaceuticals turnover by therapeutic area 2014
Total
US
Europe
International
Therapeutic area/major products
£m
£m CER%
£%
£m CER%
£%
£m CER%
£m CER%
2014
2013
(restated) (restated)
2014
Growth (restated)
2014
Growth (restated)
2014
Growth (restated)
Respiratory
Avamys/Veramyst
Flixotide/Flovent
Relvar/Breo Ellipta
Seretide/Advair
Ventolin
Other
Cardiovascular, metabolic and
urology (CVMU)
Avodart
Other
Immuno-inflammation
Benlysta
Other
Oncology
Other pharmaceuticals
Dermatology
Augmentin
Other anti-bacterials
Rare diseases
Other
6,168
238
702
67
4,229
665
267
965
805
160
214
173
41
1,202
2,390
470
573
215
417
715
Innovative Pharmaceuticals
10,939
12,114
Established Products
Coreg
Hepsera
Imigran/Imitrex
Lamictal
Lovaza
Requip
Serevent
Seroxat/Paxil
Valtrex
Zeffix
Other
3,011
124
85
172
531
240
109
108
210
154
166
1,112
3,869
131
96
188
557
584
125
129
285
224
182
1,368
Global Pharmaceuticals
13,950
15,983
7,259
249
796
5,274
642
290
(9)
(15)
5
(4)
(12)
(6)
8 >100 >100
(20)
(15)
4
11
(8)
2
1,073
857
216
(3)
1
(21)
(10)
(6)
(26)
161
146
40
33
18
25
15 >100 >100
969
2,652
609
630
224
495
694
33
(2)
(17)
(2)
3
(8)
15
(3 )
(16)
(1)
(5)
(4)
3
(57)
(4)
(12)
(19)
(24)
(3)
(12)
(6)
24
(10)
(23)
(9)
(4)
(16)
4
(10)
(22)
(5)
(11)
(9)
(5)
(59)
(13)
(16)
(26)
(31)
(9)
(19)
(13)
HIV
Combivir
Epzicom/Kivexa
Lexiva/Telzir
Selzentry
Tivicay
Trizivir
Other
1,498
59
768
87
136
282
36
130
1,386
116
763
113
143
8
15
(49)
(46)
1
8
(23)
(17)
(5)
–
19 >100 >100
(63)
(61)
97
(4)
5
135
2,830
31
437
29
1,987
330
16
366
259
107
197
156
41
512
172
49
1
6
67
49
4,077
860
124
–
83
254
240
7
43
–
26
3
80
4,937
680
11
278
47
55
202
11
76
(18)
(22)
(5)
(22)
(26)
(10)
>100 >100
(29)
13
>100 >100
(25)
18
(16)
(13)
(23)
(20)
(17)
(26)
39
22
32
16
>100 >100
41
(31)
(56)
–
(14)
(38)
>100
(12)
(31)
(1)
–
5
(4)
(57)
–
(12)
–
(40)
(79)
(28)
(16)
34
(34)
(57)
–
(14)
(41)
93
(16)
(34)
(6)
–
4
(9)
(59)
–
(16)
–
(42)
(79)
(31)
(20)
27
(66)
8
(24)
(4)
21
(68)
2
(27)
(8)
>100 >100
(82)
48
(81)
55
1,673
69
102
18
1,330
124
30
293
280
13
12
12
–
417
660
150
189
61
134
126
3,055
601
–
–
61
106
–
39
48
43
27
8
269
3,656
534
18
335
20
58
56
22
25
£%
(7)
–
(13)
–
(9)
(2)
3
(5)
3
(63)
50
50
–
23
(8)
(12)
(7)
(8)
4
(17)
(4)
(16)
–
–
(3)
(4)
–
(25)
(13)
(19)
(7)
(33)
(22)
1,665
138
163
20
912
211
221
306
266
40
5
5
–
273
1,558
271
383
148
216
540
3,807
1,550
–
85
28
171
–
63
17
167
101
155
763
Growth
£%
(10)
–
(15)
>100
(12)
(5)
(15)
–
(2)
11
24
24
–
10
(6)
(16)
(10)
(2)
(15)
6
(6)
(16)
–
(12)
(37)
1
–
(7)
(25)
(28)
(32)
(1)
(16)
(9)
1
13
(5)
>100
(1)
6
(4)
12
10
27
22
22
–
26
4
(8)
(2)
6
(3)
19
5
(7)
–
(6)
(28)
14
–
6
(16)
(20)
(23)
5
(8)
1
(3)
4
(9)
–
(5)
2
10
–
8
(63)
63
63
–
29
(4)
(8)
(2)
(3)
9
(12)
–
(13)
–
–
2
1
–
(19)
(9)
(15)
(3)
(25)
(19)
(2)
(6)
5,357
6
(52)
7
(25)
(3)
2
(54)
2
(28)
(7)
>100 >100
(31)
(32)
(28)
(30)
284
30
155
20
23
24
3
29
9
(22)
9
14
19
>100
(38)
(25)
(5)
(28)
(5)
(3)
11
>100
(45)
(40)
Pharmaceuticals
15,448
17,369
(5)
(11)
5,617
(12)
(17)
4,190
(1)
(5)
5,641
1
(9)
Vaccines turnover 2014
Major products
Boostrix
Cervarix
Fluarix, FluLaval
Hepatitis
Infanrix, Pediarix
Rotarix
Synflorix
Other
Vaccines
2013
2014 (restated)
£m
317
118
215
558
828
376
398
349
£m CER%
16
288
(26)
172
(9)
251
(6)
629
2
862
7
375
4
405
(7)
402
Total
Growth
£%
10
(31)
(14)
(11)
(4)
–
(2)
(13)
US
2014
Growth
£%
(11)
(14)
(4)
(11)
9
(20)
–
>100 >100
£m CER%
(6)
164
(14)
6
1
143
(6)
236
15
300
(15)
88
–
–
3
Europe
Growth
£%
20
(21)
(37)
(6)
(7)
14
(17)
(10)
International
2014
£m CER%
>100
75
(32)
64
(19)
50
(10)
136
(7)
159
221
16
6
358
(9)
192
Growth
£%
92
(38)
(26)
(18)
(16)
7
0
17
2014
£m CER%
26
78
(16)
48
(34)
22
(2)
186
(3)
369
19
67
(13)
40
(6)
154
3,159
3,384
(1)
(7)
940
–
(5)
964
(2)
(7)
1,255
–
(8)
CER% represents growth at constant exchange rates. £% represents growth at actual exchange rates.
GSK Annual Report 2015 221
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
Financial record
continued
Five year record
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.
With effect from 1 January 2015, GSK has reported turnover under four segments: Global Pharmaceuticals, HIV, Vaccines and
Consumer Healthcare. Comparative turnover information in all four years has been restated accordingly. Comparative information has
also been restated to reflect the current breakdown of the group by geographic region.
Comparative information for 2012 and 2013 is also reported including the effect of the divestments completed in 2013. The 2011
information is reported excluding the effects of these divestments.
Group turnover by geographic region
US
Europe
International
Divestments
Total turnover including divestments
Group turnover by segment
Global Pharmaceuticals
HIV
Pharmaceuticals
Vaccines
Consumer Healthcare
Segment turnover
Corporate and other unallocated turnover
Divestments completed in 2013
Pharmaceuticals turnover by therapeutic area
Respiratory
Cardiovascular, Metabolic and urogenital
Immuno-inflammation
Oncology
Other pharmaceuticals
Established Products
Global Pharmaceuticals
HIV
Pharmaceuticals
2015
£m
8,222
6,450
9,251
23,923
–
23,923
11,844
2,322
14,166
3,657
6,028
23,851
72
23,923
–
23,923
5,741
858
263
255
2,199
2,528
11,844
2,322
14,166
2014
)
(restated
£m
7,409
6,292
9,305
23,006
–
23,006
13,950
1,498
15,448
3,159
4,312
22,919
87
23,006
–
23,006
6,168
965
214
1,202
2,390
3,011
13,950
1,498
15,448
2013
)
(restated
£m
8,695
6,681
10,226
25,602
903
26,505
15,983
1,386
17,369
3,384
4,703
25,456
146
25,602
903
26,505
7,259
1,073
161
969
2,652
3,869
15,983
1,386
17,369
2012
)
(restated
£m
8,330
6,675
10,478
25,483
948
26,431
15,984
1,374
17,358
3,296
4,722
25,376
107
25,483
948
26,431
7,016
1,144
70
798
2,605
4,351
15,984
1,374
17,358
2011
)
(restated
£m
8,696
8,276
10,415
27,387
–
27,387
16,856
1,569
18,425
3,469
5,403
27,297
90
27,387
–
27,387
6,993
1,108
15
683
2,732
5,325
16,856
1,569
18,425
Vaccine turnover
3,657
3,159
3,384
3,296
3,469
Consumer Healthcare turnover
Wellness
Oral care
Nutrition
Skin health
2,970
1,866
684
508
6,028
1,565
1,797
633
317
4,312
1,807
1,884
627
385
4,703
1,941
1,806
590
385
4,722
2,267
1,722
1,025
389
5,403
222 GSK Annual Report 2015
Five year record continued
Financial results – total
Turnover
Operating profit
Profit before taxation
Profit after taxation
Basic earnings per share
Diluted earnings per share
Weighted average number of shares in issue:
Basic
Diluted
Financial results – core
Turnover
Operating profit
Profit before taxation
Profit after taxation
Core earnings per share
Return on capital employed
2015
£m
23,923
10,322
10,526
8,372
pence
174.3
172.3
2014
£m
23,006
3,597
2,968
2,831
pence
57.3
56.7
2013
£m
26,505
7,028
6,647
5,628
pence
112.5
110.5
2012
£m
26,431
7,300
6,600
4,678
pence
91.6
90.2
2011
£m
27,387
7,734
7,625
5,405
pence
103.6
102.1
2015
millions
2014
millions
2013
millions
2012
millions
2011
millions
4,831
4,888
2015
£m
23,923
5,729
5,091
4,098
pence
75.7p
%
152.4
4,808
4,865
4,831
4,919
4,912
4,989
5,028
5,099
2014
£m
23,006
6,594
5,978
4,806
pence
95.4
%
46.6
2013
£m
25,602
7,771
7,122
5,487
pence
108.4
%
91.4
2012
£m
25,483
7,974
7,279
5,511
pence
107.4
%
84.9
2011
£m
27,387
8,730
8,038
5,954
pence
114.5
%
82.3
Return on capital employed is calculated as total profit before taxation as a percentage of average net assets over the year.
GSK Annual Report 2015 223
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f
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a
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i
o
n
Financial record
continued
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
US
Europe
International
Manufacturing
Selling
Administration
Research and development
S
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a
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m
u
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e
r
a
t
i
o
n
2015
£m
36,859
16,587
53,446
(13,417)
(31,151)
(44,568)
8,878
5,114
3,764
8,878
2015
14,696
43,538
43,021
101,255
38,855
39,549
11,140
11,711
101,255
2014
£m
25,973
14,678
40,651
(13,295)
(22,420)
(35,715)
2013
£m
26,859
15,227
42,086
(13,677)
(20,597)
(34,274)
2012
£m
27,789
13,692
41,481
(13,815)
(20,929)
(34,744)
2011
£m
24,921
16,167
41,088
(15,010)
(17,264)
(32,274)
4,936
7,812
6,737
8,814
4,263
673
4,936
2014
16,579
37,899
43,443
97,921
32,171
42,785
10,630
12,335
97,921
6,997
815
7,812
2013
16,530
38,367
44,554
99,451
31,502
45,397
10,232
12,320
99,451
5,800
937
6,737
2012
17,201
38,788
43,499
99,488
31,369
45,601
9,607
12,911
99,488
8,019
795
8,814
2011
16,707
38,696
41,986
97,389
30,664
45,155
8,883
12,687
97,389
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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
2015
1.53
2014
1.65
2013
1.56
The average rate for the year is calculated as the average of the 4pm buying rates for each day of the year.
High
Low
2016
Mar
1.43
1.39
2016
Feb
1.46
1.39
2016
Jan
1.47
1.41
2015
Dec
1.52
1.47
2015
Nov
1.54
1.51
2012
1.59
2015
Oct
1.55
1.52
2011
1.60
2015
Sep
1.56
1.51
The 4pm buying rate on 10 March 2016 was £1= US$1.43.
224 GSK Annual Report 2015
Pipeline, products and competition
Pharmaceuticals and Vaccines product development pipeline
Key
†
^
In-licence or other alliance relationship with third party
ViiV Healthcare, a global specialist HIV company with GSK,
Pfizer, Inc. and Shionogi Limited as shareholders, is responsible
for developing and delivering HIV medicines.
Also being developed for indications in another therapeutic area
Option-based alliance with Ionis Pharmaceuticals
Option-based alliance with Adaptimmune Ltd.
Option-based alliance with OncoMed Pharmaceuticals
Option-based alliance with Telethon and Ospedale San Raffaele
Option-based alliance with Valneva
*
1
2
3
4
5
Month of first submission
Biological Licence Application
Marketing Authorisation Application (Europe)
New Drug Application (US)
S
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
treatment) in patients to establish clinical benefit and safety
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.
glucocorticoid agonist + long-acting beta2
agonist + muscarinic acetylcholine antagonist
chronic obstructive pulmonary disease (COPD)
III
Type
Compound
HIV^ and Infectious Diseases
dolutegravir +
rilpivirine†
3684934
tafenoquine†
Relenza i.v.†
cabotegravir
HIV integrase inhibitor + non-nucleoside
reverse transcriptase inhibitor (NNRTI)
HIV attachment inhibitor
8-aminoquinoline
neuraminidase inhibitor (i.v.)
HIV integrase inhibitor (long-acting
parenteral formulation)
HIV integrase inhibitor + non-nucleoside
reverse transcriptase inhibitor (NNRTI)
(long-acting parenteral formulations)
type 2 topoisomerase inhibitor
chemokine (C-X-C Motif) receptor 2
(CXCR2) antagonist
HIV maturation inhibitor
HIV maturation inhibitor
HBV antisense oligonucleotide
HBV LICA antisense oligonucleotide
nonstructural protein 5B (NS5B)
polymerase inhibitor
interleukin 5 (IL5) monoclonal antibody
muscarinic acetylcholine antagonist, beta2
agonist (MABA)
961081†
muscarinic acetylcholine antagonist, beta2
+ fluticasone furoate agonist (MABA) + glucocorticoid agonist
2245035
2269557
toll-like receptor 7 (TLR7) agonist
phosphatidylinositol 3-kinase delta (PI3K(cid:303))
inhibitor
recombinant human angiotensin converting
enzyme 2 (rhACE2)
tumour necrosis factor receptor-1 (TNFR1)
domain antibody
chemokine (C-X-C Motif) receptor 2 (CXCR2)
antagonist
glucocorticoid agonist + long-acting beta2
agonist + muscarinic acetylcholine
antagonist
p38 kinase inhibitor
interleukin 5 (IL5) monoclonal antibody
interleukin 5 (IL5) monoclonal antibody
interleukin 6 (IL6) human monoclonal antibody
alpha V beta 6 integrin antagonist
cabotegravir +
rilpivirine†
gepotidacin
(2140944)
danirixin
3532795
2838232
32288361
33894041
2878175
Respiratory
fluticasone furoate
+ vilanterol†
+ umeclidinium
mepolizumab
961081†
2586881†
2862277
danirixin
fluticasone furoate
+ vilanterol†
+ umeclidinium
losmapimod
mepolizumab
mepolizumab
sirukumab†
3008348
Indication
Phase
MAA
Achieved regulatory
review milestones
NDA/BLA
HIV infections – two drug maintenance regimen
HIV infections
Plasmodium vivax malaria
influenza
HIV pre-exposure prophylaxis
HIV infections
bacterial infections
influenza*
HIV infections
HIV infections
hepatitis B
hepatitis B
hepatitis C
III
III
III
III
II
II
II
II
II
I
I
I
I
COPD*
COPD
COPD
asthma
asthma and COPD
acute lung injury
acute lung injury
COPD*
asthma
COPD*
nasal polyposis*
hypereosinophilic syndrome*
severe asthma*
idiopathic pulmonary fibrosis
III
II
II
II
II
II
II
II
II
II
II
II
II
I
GSK Annual Report 2015 225
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Type
Indication
Phase
MAA
Achieved regulatory
review milestones
NDA/BLA
Pipeline, products and competition
continued
Pharmaceuticals and Vaccines product development pipeline continued
Immuno-inflammation
sirukumab†
Compound
Oncology
33777942
tarextumab3
brontictuzumab3
3174998†
2879552
2857916†
2849330
2816126
2636771
2256098
525762
sirukumab†
Benlysta
Benlysta
Benlysta
Benlysta + Rituxan†
3196165†
2330811
2618960
2646264
2831781†
2982772
3050002†
3117391†
3179106
NY-ESO-1 autologous engineered
TCR-T cells (engineered TCR)
notch 2/3 monoclonal antibody
notch 1 monoclonal antibody
OX40 agonist monoclonal antibody
lysine-specific demethylase 1 (LSD1)
inhibitor
beta cell maturation antigen antibody
drug conjugate
erb-b2 receptor tyrosine kinase 3
(ErbB3) monoclonal antibody
enhancer of zeste homologue2
(EZH2) inhibitor
phosphatidylinositol 3-kinase
(PI3K) beta inhibitor
focal adhesion kinase inhibitor
BET family bromodomain inhibitor
sarcoma, multiple myeloma, non-small cell lung
cancer, melanoma and ovarian cancer
small cell lung cancer
solid tumours and haematological malignancies
solid tumours and haematological malignancies
acute myeloid leukemia and small cell lung cancer
multiple myeloma
solid tumours
solid tumours and haematological malignancies
castration resistant prostate cancer
mesothelioma
solid tumours and haematological malignancies
systemic lupus erythematosus*
rheumatoid arthritis*
transplant rejection*
Sjogren's syndrome
vasculitis*
giant cell arteritis*
interleukin 6 (IL6) human monoclonal
antibody
interleukin 6 (IL6) human monoclonal
antibody
B lymphocyte stimulator monoclonal
antibody (s.c.)
B lymphocyte stimulator monoclonal
antibody (i.v.)
B lymphocyte stimulator monoclonal
antibody (i.v.)
B lymphocyte stimulator monoclonal
antibody (s.c.) + cluster of differentiation
20 (CD20) monoclonal antibody (i.v.)
granulocyte macrophage colony-
stimulating factor monoclonal antibody
oncostatin M (OSM) monoclonal antibody systemic sclerosis
interleukin 7 (IL7) receptor monoclonal
antibody
spleen tyrosine kinase (Syk) inhibitor
(topical)
lymphocyte activation gene 3 (LAG3)
protein monoclonal antibody
receptor-interacting protein 1 (RIP1)
kinase inhibitor
chemokine (C-C motif) ligand 20
(CCL20) monoclonal antibody
macrophage targeted histone
deacetylase inhibitor
rearranged during transfection (RET)
kinase inhibitor
psoriatic arthritis
chronic urticaria
rheumatoid arthritis
rheumatoid arthritis
Sjogren's syndrome
autoimmune disease
psoriasis, rheumatoid arthritis and ulcerative colitis
inflammatory disorders of the bowel
II
II
I
I
I
I
I
I
I
I
I
III
III
III
III
II
II
II
I
I
I
I
I
I
I
I
Rare diseases
2696273†
ex-vivo stem cell gene therapy
29987281
mepolizumab
2398852† + 2315698† serum amyloid P component (SAP)
transthyretin (TTR) production inhibitor
interleukin 5 (IL5) monoclonal antibody
adenosine deaminase severe combined immune
deficiency (ADA-SCID)
transthyretin-mediated amyloidosis
eosinophilic granulomatosis with polyangiitis*
amyloidosis
2696274†
2696275†
26962774
monoclonal antibody + SAP depleter
(CPHPC)
ex-vivo stem cell gene therapy
ex-vivo stem cell gene therapy
ex-vivo stem cell gene therapy
metachromatic leukodystrophy
Wiscott-Aldrich syndrome
beta-thalassemia
Submitted S: May15
III
III
II
II
II
I
226 GSK Annual Report 2015
Pharmaceuticals and Vaccines product development pipeline continued
Indication
Phase
MAA
NDA/BLA
Achieved regulatory
review milestones
Compound
Vaccines
Shingrix†
(Zoster Vaccine)
MMR
Ebola†
Group B
Streptococcus
S. pneumoniae next
generation†
COPD†
Type
recombinant
live attenuated
recombinant viral vector
conjugated
recombinant – conjugated
recombinant
Hepatitis C†
Malaria next generation†
Men ABCWY
recombinant viral vector
recombinant
recombinant – conjugated
Pseudomonas5
Shigella†
Tuberculosis†
RSV
recombinant
conjugated and outer membrane
recombinant
recombinant
RSV
HIV†
replication-defective recombinant
viral vector
recombinant proteins
Other pharmaceuticals
oxytocin antagonist
Metabolic
retosiban
daprodustat (1278863) prolyl hydroxylase inhibitor
2330672
camicinal
Eperzan/Tanzeum
(albiglutide)
losmapimod
otelixizumab
daprodustat (1278863) prolyl hydroxylase inhibitor (topical)
ileal bile acid transport (IBAT) inhibitor
motilin receptor agonist
glucagon-like peptide 1 (GLP1)
receptor agonist
p38 kinase inhibitor
cluster of differentiation 3 (CD3)
Herpes Zoster prophylaxis
measles, mumps, rubella prophylaxis
Ebola haemorrhagic fever prophylaxis
Group B streptococcus prophylaxis
(maternal immunisation)
Streptococcus pneumoniae disease prophylaxis
reduction of the frequency of COPD exacerbations
associated with non-typeable Haemophilus
influenzae and Moraxella catarrhalis
hepatitis C virus prophylaxis
malaria prophylaxis (Plasmodium falciparum)
meningococcal A,B,C,W and Y disease prophylaxis
in adolescents
pseudomonas infection prophylaxis
Shigella diarrhea prophylaxis
tuberculosis prophylaxis
respiratory syncytial virus prophylaxis
(maternal immunisation)
respiratory syncytial virus prophylaxis
HIV infection prophylaxis
spontaneous pre-term labour
anaemia associated with chronic renal disease
cholestatic pruritus
delayed gastric emptying
type 1 diabetes
focal segmental glomerular sclerosis*
new onset type 1 diabetes
wound healing
monoclonal antibody
transient receptor potential cation
channel V4 (TRPV4) antagonist
selective androgen receptor modulator
oxytocin
heart failure
muscle wasting
postpartum hemorrhage
cationic polybiguanide (topical)
non-steroidal anti-inflammatory (topical)
non-steroidal anti-inflammatory (topical)
ROR gamma inverse agonist (topical)
muscarinic acetylcholine antagonist (topical)
interleukin 5 (IL5) monoclonal antibody
prevention of omphalitis
atopic dermatitis
psoriasis
psoriasis
hyperhidrosis*
severe atopic dermatitis*
2798745
2881078
oxytocin (inhaled)†
Dermatology
chlorhexidine
2894512†
2894512†
2981278
umeclidinium
mepolizumab
Neurosciences
933776
Benlysta
rilapladib
n/a
III
III (US)
II
II
N/A
II
II
II
II
II
II
II
II
II
I
I
III
II
II
II
II
II
II
I
I
I
I
Submitted S: Oct15
II
II
II
II
I
beta amyloid monoclonal antibody
B lymphocyte stimulator monoclonal
antibody (i.v.)
lipoprotein-associated phospholipase
A2 (Lp-PLA2) inhibitor
ocular target LICA antisense
oligonucleotide1
geographic retinal atrophy
myasthenia gravis*
Alzheimer's disease
geographic atrophy age-related macular disease
II
II
II
I
GSK Annual Report 2015 227
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f
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a
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i
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n
2025
(NCE)
2027-2030
(device/
formulation)
2021
(NCE)
2027-2030
(device/
formulation)
20212
2016
(Diskus device)
2018-20261
(HFA-device)
2025
(NCE)
2027-2030
(device/
formulation)
20164
2022
(NCE)
2027-2030
(device/
formulation)
2016
(Diskus device)
2018-20261
(HFA-device)
2016
(Diskus device)
2018-20261
(HFA-device)
2029
(NCE)
2022-2025
(device/
formulation)
NA
2023
expired
(Diskus device)
2017
(HFA-device)
2029
(NCE)
2022-2025
(device/
formulation)
20204
2027
(NCE)
2022-2025
(device/
formulation)
expired
(Diskus device)
2017
(HFA-device)
expired
(Diskus device)
2019
(HFA-device)
2017
(HFA-device)
Pipeline, products and competition
continued
Pharmaceutical products, competition and intellectual property
Products
Respiratory
Anoro Ellipta
Compounds
Indication(s)
umeclidinium bromide/
vilanterol terfenatate
COPD
Arnuity Ellipta
fluticasone furoate
asthma
Major
competitor brands
Patent expiry dates3
US
EU
Spiriva Handihaler/
Respimat, Stiolto/
Spiolto Respimat
Ultibro Breezhaler,
Duaklir Genuair
Qvar, Pulmicort
Asmanex,
Alvesco
Avamys/Veramyst
Flixotide/Flovent
fluticasone furoate
fluticasone propionate
rhinitis
asthma/COPD
Nasonex
Qvar, Singulair
Incruse Ellipta
umeclidinium bromide
COPD
Spiriva Handihaler/
Respimat,
Eklira Genuair
Nucala
Relvar/Breo
Ellipta
mepolizumab
fluticasone furoate/
vilanterol terfenatate
severe eosinophilic asthma
asthma/COPD
Xolair
Symbicort, Foster,
Flutiform, Dulera
Seretide/Advair*
salmeterol xinafoate/
fluticasone propionate
asthma/COPD
Symbicort, Foster,
Flutiform, Dulera
Serevent
salmeterol xinafoate
asthma/COPD
Foradil, Spiriva,
Handihaler/Respimat
Onbrez
Ventolin HFA
albuterol sulphate
asthma/COPD
generic companies
Anti-virals
Valtrex
valaciclovir
lamivudine
Zeffix/Epivir-HBV
Central nervous system
Lamictal
Imigran/Imitrex
Seroxat/Paxil
lamotrigine
sumatriptan
paroxetine
genital herpes, coldsores,
shingles
Famvir
expired
expired
chronic hepatitis B
Hepsera
expired
expired
epilepsy, bipolar disorder
migraine
depression, various
anxiety disorders
Keppra, Dilantin
Zomig, Maxalt, Relpax
Effexor, Cymbalta,
Lexapro
expired
expired
expired
expired
expired
expired
Cardiovascular and urogenital
Eperzan/Tanzeum albiglutide
Type 2 diabetes
Avodart
dutasteride
benign prostatic hyperplasia
Coreg CR
carvedilol phosphate
mild-to-severe heart failure,
hypertension, left ventricular
dysfunction post MI
Victoza, Byetta
Bydureon, Lyxumia
Trulicity
Proscar, Flomax,
finasteride
Toprol XL
2022
2027
expired
20261,2
(formulation)
2017
NA
* See ’Risk factors’ on page 232 for details of uncertainty on the timing of follow-on competition.
1 See Note 45 to the financial statements, ‘Legal proceedings’.
2 Generic competition possible in 2016.
3 Includes Supplementary Protection Certificates and other patent term extensions, where granted.
4 Data exclusivity expires 2025 (EU) and 2027 (US).
228 GSK Annual Report 2015
Pharmaceutical products, competition and intellectual property continued
Products
Anti-bacterials
Augmentin
Compounds
Indication(s)
amoxicillin/clavulanate
potassium
common bacterial
infections
Major
competitor brands
generic products
Patent expiry dates3
US
NA
Rare diseases
Volibris
Immuno-inflammation
Benlysta
HIV
Epzicom/Kivexa
ambrisentan
belimumab
lamivudine and abacavir
Lexiva/Telzir
fosamprenavir
Selzentry/Celsentri maraviroc
Tivicay
Triumeq
Trizivir
dolutegravir
dolutegravir, lamivudine
and abacavir
lamivudine, zidovudine
and abacavir
pulmonary hypertension
Tracleer, Revatio
NA
systemic lupus erythematosus
2023
HIV/AIDS
HIV/AIDS
HIV/AIDS
HIV/AIDS
HIV/AIDS
HIV/AIDS
Truvada, Atripla
Stribild
Complera/Eviplera
Prezista, Kaletra,
Reyataz
Isentress, Intelence,
Prezista
Isentress, Prezista
Reyataz, Kaletra
Truvada, Atripla
Stribild
Complera/Eviplera
Truvada, Atripla
Stribild
Complera/Eviplera
20161
(combination)
20191
(combination)
20181
2021
2027
2027
2019
2022
2029
2031
20161,2
(combination)
2016
(combination)
EU
expired
2020
2026
Vaccines products, competition and intellectual property
Products
Bexsero
Boostrix
Infanrix Hexa/
Pediarix
Cervarix
Fluarix Tetra
FluLaval
Menveo
Prepandrix
Rotarix
Synflorix
Major
competitor brands
Adacel
diphtheria, tetanus, acellular
Pertussis booster vaccination
Indication(s)
Meningitis group B prevention Trumenba
Compounds
meningococcal group-B
vaccine
diphtheria, tetanus, acellular
pertussis
diphtheria, tetanus, pertussis, Prophylaxis against diphtheria, Pentacel, Pediacel,
polio, hepatitis B,
Haemophilus influenzae
type B (EU)
HPV 16 & 18 virus like
particles (VLPs), AS04
adjuvant (MPL + aluminium
hydroxide)
split inactivated influenza
virus subtypes A and
subtype B antigens
tetanus, pertussis, polio,
hepatitis B, Haemophilus
influenzae type B (EU)
human papilloma virus
type 16 and 18
seasonal influenza
prophylaxis
Gardasil (Silgard)
Pentaxim, Pentavac,
Hexaxim
split inactivated influenza
virus subtypes A and
subtype B antigens
seasonal influenza
prophylaxis
Intenza, Flumist QIV,
Vaxigrip QIV,
Fluzone QIV,
Fluzone High Dose
Vaxigrip, Mutagrip,
Fluzone, Influvac,
Aggripal, Fluad,
Intenza, Flumist
meningococcal group A, C, W- Meningitis group A, C, W-135 Mencevax, Menactra
135 and Y conjugate vaccine
derived split inactivated
influenza virus antigen,
AS03 adjuvant
Human rotavirus RIX4414 strain Rotavirus prophylaxis
conjugated pneumococcal
polysaccharide
and Y prophylaxis
pandemic H5N1
influenza prophylaxis
Rotateq
Prevenar (Prevnar)
Aflunov, Vepacel
Prophylaxis against invasive
disease, pneumonia,
acute otitis media
1 See Note 45 to the financial statements, ‘Legal proceedings’.
2 Generic competition commenced in 2014.
3 Includes Supplementary Protection Certificates and other patent term extensions, where granted.
Patent expiry dates
US
2027
2017
2018
EU
20281
2017
expired
2020
2020
2022
2022
2022
2022
2025
–
–
NA
2025
2026
2020
2024
GSK Annual Report 2015 229
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Products
Application
Markets
Competition
Pipeline, products and competition
continued
Consumer Healthcare products and competition
Brand
Wellness
Panadol and
Panadol Cold
& Flu
tablets, caplets,
infant syrup drops
Voltaren
topical gel
paracetamol-based
treatment for headache,
joint pain, fever,
cold symptoms
non-steroidal, diclofenac
based anti-inflammatory
Otrivin
nasal spray
nasal decongestant
Theraflu
tablets and syrups
cold and flu relief
nasal spray
allergy relief
global (except US)
global
Germany, Poland,
Russia, Sweden,
Ukraine
Russia, Poland,
Ukraine, US
China, Ireland,
UK, US
effervescent
immediate relief antacid
global (except US)
Tums
chewable tablets
immediate relief antacid
US
lozenges, gum and
trans-dermal patches
toothpastes, toothbrushes,
mouth rinse
toothpaste,
medicated mouthwash,
gel and spray
denture adhesive, denture
cleanser
toothpastes, toothbrushes
mouthwashes
treatment of nicotine
withdrawal as an aid to
smoking reduction and
cessation
relief of dentinal
hypersensitivity.
Pronamel additionally
protects against acid
erosion
helps prevent bleeding
gums, treats and prevents
gingivitis
global
global
Germany, Ireland
Italy, United Kingdom
improve retention and
comfort of dentures,
cleans dentures
aids prevention of dental
cavities, maintains healthy
teeth, gums and fresh breath
global
global
topical cream and
non-medicated patch
lip care to treat and prevent
the onset of cold sores
global
malted drinks and foods
nutritional
beverages & food
Indian sub-continent,
United Kingdom, Ireland Complan, Heinz
Bournvita, Mondelez
Advil, Pfizer
Aspirin, Bayer
Tylenol, Johnson & Johnson
Advil, Pfizer
Aspirin, Bayer
Tylenol, Johnson & Johnson
Afrin, Merck
Nasivin, Merck
Tylenol Cold & Flu,
Johnson & Johnson
Mucinex, Reckitt Benckiser
Lemsip, Reckitt Benckiser
Claritin, Bayer
Rhinocort, Astra Zeneca
Nasacort, Sanofi
Estomazil, Hypermarca
Gelusil, Pfizer
Alka-Seltzer, Bayer
Gaviscon, Reckitt Benckiser
Rolaids, Sanofi
Nicorette, Johnson & Johnson
NiQuitin, Perrigo
Colgate Sensitive Pro-Relief,
Colgate-Palmolive
Elmex, Colgate-Palmolive
Oral B, Procter & Gamble
Colgate Total Gum Health,
Colgate-Palmolive
Yunnan Baiyao, State
Enterprise (China)
Fixodent and Kukident,
Procter & Gamble,
Steradent, Reckitt Benckiser
Colgate, Colgate-Palmolive
Crest, Procter & Gamble
Oral-B, Procter & Gamble
Compeed, Johnson & Johnson
Carmex, Carma Labs
Blistex, Blistex Incorporated
retail own label
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Flonase
Flixanase
Flixonase
Piriteze
ENO
Nicorette (US),
NicoDerm,
Nicotinell
(ex. Australia)
Oral health
Sensodyne,
Pronamel
Parodontax/
Corsodyl
Polident,
Poligrip,
Corega
Aquafresh
Skin health
Zovirax
Abreva
Nutrition
Horlicks
230 GSK Annual Report 2015
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 must 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 likelihood of doing so successfully.
Moreover, as rules and regulations change, and governmental
interpretation of those rules and regulations evolves, the nature of
a particular risk may change. Changes to certain regulatory regimes
may be substantial. Any change in, and any failure to comply with,
applicable law and regulation could materially and adversely affect
our financial results.
Patient safety
Risk definition
Failure to appropriately collect, review, follow up, or report adverse
events from all potential sources, and to act on any relevant findings
in a timely manner.
Risk impact
The impact of this risk is potentially to 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. This could lead to 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 that 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
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.
Similarly, our business exposes us to litigation and government
investigations, including but not limited to product liability litigation, patent
and 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 our
significant unresolved disputes and potential litigation is set out in
Note 45, ‘Legal proceedings,’ on pages 206 to 210.
UK regulations require a discussion of the mitigating activities a company
takes to address principal risks and uncertainties. A summary of the
activities that the Group takes to manage each of our principal risks
accompanies the description of each principal risk below. The principal
risk factors and uncertainties are not listed in order of significance.
Individual Medical Officers and the Group’s substantial Global
Safety and Pharmacovigilance organisation 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 our products. 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 continued conduct of such trial
is not ethically or scientifically justified in light of information that has
emerged since the start of the trial.
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.
GSK Annual Report 2015 231
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Principal risks and uncertainties
Risk factors – continued
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 US, 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 228 to 229. Legal proceedings
involving patent challenges are set out in Note 45 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 seek to 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 seek to 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.
Intellectual property
Risk definition
Failure to appropriately secure and protect intellectual property
rights.
Risk impact
Any failure to obtain or subsequent loss of patent protection,
including reducing the availability or 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.
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 US. Some
developing countries have limited, or threatened to limit, effective
patent protection for pharmaceutical products in order 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 US where we have our highest
turnover and margins, typically leads to a rapid and dramatic loss of
sales and reduces our revenues and margins for our proprietary
products.
We depend on certain key products for a significant portion of our
sales. One such product is our respiratory pharmaceutical product
Seretide/Advair which accounts for significant Group sales
worldwide. The timing and impact of entry in the US for a generic
product containing the same combination of active substances as
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. Generic products
containing the same combination of active substances as Seretide/
Advair (in both metered dose inhalers and dry powder inhalers) have
been launched by several manufacturers in a number of European
markets. The timing and impact of entry in the US and major markets
in Europe for a ‘follow-on’ product to Seretide/Advair is uncertain.
232 GSK Annual Report 2015
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Product quality
Risk definition
Failure to comply with current Good Manufacturing Practices
(cGMP) or inadequate controls and governance of quality in the
supply chain covering supplier standards, manufacturing and
distribution of products.
Risk impact
A failure to ensure product quality could have far reaching
implications in terms of patient and consumer safety resulting in
product launch delays, supply interruptions and product recalls
which would have the potential to do damage to our reputation.
Associated regulatory, legal, and financial consequences could
materially and adversely affect our reputation and financial results.
Context
Patients, consumers and healthcare professionals trust the quality
of our products. 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 of the external 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, with increasing scrutiny of supply
continuity, a focus on improved distribution practice and the
introduction of novel cell and gene based therapies. Review of
inspections conducted across the industry by national regulatory
authorities during 2015 highlighted an ongoing focus on data
integrity, contamination prevention and the rigour of quality
investigations including the robustness of decision making and
the timely escalation of pertinent issues to regulatory authorities.
Mitigating activities
We have developed and implemented a single Pharmaceutical
Quality System (PQS) that defines the quality standards and
systems for our businesses associated with Pharmaceuticals,
Vaccines and Consumer Healthcare products and clinical trial
materials. This system has a broad scope and is applicable
throughout the lifecycle of products from R&D to mature
commercial supply.
There is no single external global quality standard or system which
governs the lifecycle of medicinal products and requirements are
often complex and fragmented across national and regional
boundaries. The ICH guideline Q10: Pharmaceutical Quality
Systems provides a model for a comprehensive quality framework
which takes into account international quality concepts and is
designed to be implemented through the product lifecycle. This
framework has been adopted by GSK and is augmented with a
consolidation of multiple regulatory requirements from across the
world in order to seek to ensure that the GSK PQS meets external
expectations for Product Quality in the markets supplied. The PQS
is regularly updated to seek to ensure it keeps pace with external
regulatory changes, and reflects both operational improvements
and new scientific understanding to support the delivery of
consistent and reliable products.
An extensive global network of quality and compliance
professionals is aligned with each business unit to provide
oversight and assist with the delivery of quality performance and
operational compliance, from site level to senior management level.
Management oversight of those activities is accomplished through
a hierarchy of Quality Councils and through an independent Chief
Product Quality Officer and Global Product Quality Office.
GSK has 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 GSK and are
audited to help provide assurance that expected standards are
met.
All staff members are regularly trained to seek to ensure that
cGMP standards and behaviours based on our GSK values are
followed. Additionally, advocacy and communication programmes
are routinely deployed to seek to ensure consistent messages are
conveyed across GSK, whether they originate from changes in
regulation or learnings from inspections or regulatory submissions.
There is a continued emphasis on the value of quality performance
metrics to facilitate improvement and foster a culture of ‘right
first time’.
GSK Annual Report 2015 233
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Principal risks and uncertainties
Risk factors – continued
Financial control and reporting
Risk definition
Failure to comply with current tax law or incurring significant
losses due to treasury activities; failure to report accurate financial
information in compliance with accounting standards and applicable
legislation; failure to maintain adequate governance and oversight
over third-party relationships.
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.
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 inconsistent
application of treasury policies, transactional or settlement errors,
or counterparty defaults. Any changes in the substance or
application of the governing tax laws, failure to comply with such tax
laws or significant losses due to treasury activities could materially
and adversely affect our financial results.
Failure to adequately manage third-party relationships could result in
business interruption and exposure to risk ranging from sub-optimal
contractual terms and conditions, to severe business sanctions
and/or significant reputational damage. Any of these consequences
could materially and adversely affect our business operations and
financial results.
Context
The Group is required by the laws of various jurisdictions to
disclose publicly its financial results and events that could
materially affect the financial results of the Group. Regulators
routinely review the financial statements of listed companies for
compliance with new, revised or existing accounting and regulatory
requirements. The Group believes that it complies with the
appropriate regulatory requirements concerning our financial
statements and disclosure of material information including any
transactions relating to business restructuring such as acquisitions
and divestitures. However, should we be subject to an investigation
into potential non-compliance with accounting and disclosure
requirements, this may lead to restatements of previously reported
results and significant penalties.
Our Treasury group deals in high value transactions, mostly foreign
exchange and cash management transactions, on a daily basis.
The Group’s effective tax rate reflects rates of tax in the
jurisdictions in which the Group operates that are both higher
and lower than the UK rate and take into account regimes that
encourage innovation and investment in science by providing tax
incentives which, if changed, could affect the Group’s tax rate.
The tax charge included in our financial statements is our best
estimate of tax liability pending audits by tax authorities. The
worldwide nature of our operations and cross-border supply
routes can be complex and can lead to questions on tax audit.
There continues to be a significant international focus on tax
reform, including the OECD’s ‘BEPS’ project and European
Commission initiatives such as the proposed ‘anti-BEPS’ Directive
and the increased use of fiscal state aid investigations. Together
with domestic initiatives around the world, these may result in
significant changes to established tax principals and an increase
in tax authority disputes. These, regardless of their merit or
outcomes, can be costly, divert management attention and may
adversely impact our reputation.
Third parties are critical to our business delivery and are an
integral part of the solution to improve our productivity, quality,
service and innovation. We rely on third-parties, including
suppliers, distributors, individual contractors, licensees, and
other pharmaceutical and biotechnology collaboration partners
for discovery, manufacture, and marketing of our products and
important business processes.
Third party business relationships present a material risk. For
example, we share critical and sensitive information such as
marketing plans, clinical data, and employee data with specific
third parties who are conducting the relevant outsourced business
operations. Inadequate protection or misuse of this information
by third parties could have significant business impact. Similarly,
we use distributors and agents in a range of activities such as
promotion and tendering which have inherent risks such as
inappropriate promotion or corruption. Insufficient internal
compliance and controls by the distributors could affect our
reputation. These risks are further increased by the complexities
of working with large numbers of third parties.
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
are regularly tested by management and via independent business
monitoring. 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 auditors
and legal advisors.
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. Business reorganisations and newly acquired
activities such as Novartis acquired businesses and Oncology
divestitures are integrated into risk assessments and appropriate
controls and reviews have been applied.
We introduced additional resources and monitoring to ensure that
robust financial controls were maintained during 2015, effectively
managing risks while the initial phase of integrating the former
Novartis’ businesses into our control and reporting framework
were implemented, and the ongoing transformation and upgrade
to our financial systems and processes continued. Additional risk
mitigation was introduced by amending the programme timelines
of the ongoing system upgrades.
The Group maintains a Disclosure Committee reporting to the
Board, which reviews the Group’s quarterly results and Annual
Report and determines throughout the year, in consultation with
its legal advisors, whether it is necessary to disclose publicly
information about the Group through Stock Exchange
announcements.
The Treasury Management Group (TMG) meets on a regular
basis to seek to ensure that liquidity, interest rate, foreign currency
transaction and foreign currency translation risks are all managed
in line with the conservative approach as detailed in the associated
risk strategies and policies which have been adopted by the
Board.
234 GSK Annual Report 2015
Financial control and reporting continued
Oversight of Treasury’s role in managing counterparty risk in
line with agreed policy is performed by a Corporate Compliance
Officer (CCO), who operates independently of Treasury.
Further details on mitigation of Treasury Risks can be found on
page 192, Note 41, ‘Financial instruments and related disclosures’.
Tax risk is managed by a set of policies and procedures to seek
to ensure consistency and compliance with tax legislation.
We seek to maintain open, positive relationships with governments
and tax authorities worldwide. We monitor government debate
on tax policy in our key jurisdictions to deal proactively with any
potential future changes in tax law. We engage advisors and legal
counsel to review tax legislation and the implications for our
business. Where relevant we are active in providing relevant
business input to tax policy makers.
A centralised team of dedicated specialists are responsible for
managing transactional tax reporting and compliance.
We submit tax returns according to statutory time limits and
engage with tax authorities to seek to ensure our tax affairs are
current, entering into arrangements such as Continuous Audit
Programmes and Advance Pricing Agreements to provide
long-term certainty over tax treatment where appropriate. 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.
Each business unit leadership team retains ultimate accountability
for managing third party interactions and risks. When working with
third parties, all GSK employees are expected to manage external
interactions and commitments responsibly. This expectation is
embedded in our values and code of conduct. It is our
responsibility that all activities are performed safely and in
compliance with applicable laws and GSK’s values, standards
and code of conduct.
To seek to guide and enforce our global principles for interactions
with third parties we have in place a policy framework applicable
to buying goods and services, managing our external spend,
paying and working with our third parties. This policy framework
applies to all employees and complementary workers worldwide.
The framework is complemented by technical and local standards
designed to seek to ensure alignment with the nature of third
party interactions, such as good manufacturing practice and
adherence to local laws and regulations. Independent business
monitoring of key financial and operational controls is in place
and is supplemented by periodic checks from the company’s
independent Audit & Assurance function.
Continuous monitoring and performance of third parties is
enhanced through a Third Party Oversight team in the Global
Ethics and Compliance organisation. This team commenced
implementation of a global programme that takes an enterprise
view of third party related risks, the programme is strengthening
risk assessment and due diligence efforts on third parties and
improving the overall management of our third party risks through
the lifecycle of the third party engagement. Oversight for the
programme is provided by the newly created global risk office
within GSK’s Global Ethics and Compliance group.
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GSK Annual Report 2015 235
Principal risks and uncertainties
Risk factors – continued
Mitigating activities
Our Code of Conduct, values and behaviours and commitment to
zero tolerance are integral to how we mitigate this risk. In light of
the complexity and geographic breadth of this risk, we constantly
enhance our oversight of activities and data, reinforce to our
employees and contractors clear expectations regarding
acceptable behaviours, and maintain on-going communications
between the Group centre headquarters and local markets.
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, and is
flexible to the evolving nature of our business. For example, we
scaled our acquisition ABAC due diligence specific to the 2015
Novartis transaction.
Our ABAC programme is supported by: top-level commitment
from the Group Board of Directors and leadership throughout the
business; ongoing risk assessment; a global ABAC policy; and
written standards that address commercial and other practices
that give rise to ABAC risk; due diligence of high risk third parties;
ongoing training and communications; a confidential reporting line;
monitoring of compliance and an investigations team. 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 Governance Board which includes representation from key
functional areas and business units.
Additionally, we have a dedicated ABAC team responsible for the
implementation and evolution of the programme in response to
developments in the internal and external environment. This is
complemented with ABAC investigations, ABAC Audit and
Independent Business Monitoring teams which have separate
reporting lines.
We continually benchmark our ABAC programme against other
large multi-national companies and use external expertise to review
and help improve elements of our ABAC programme. As a result
of the China and other country investigations, the Group has
increased resources in both its centrally located ABAC team as
well as regional ABAC teams. During 2015, we also completed
an ABAC review and reduced our presence in a number of
high-risk markets.
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Anti-Bribery and Corruption
Risk definition
Failure to prevent GSK employees and third parties not complying
with our ABAC principles and standards, as well as with all
applicable legislation.
Risk impact
Failure to mitigate this risk 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 in particular
jurisdictions, all of which could materially and adversely affect
our financial results.
Context
We are exposed to bribery and corruption risk through our global
business operations. In some markets, the government structure
and the rule of law are less developed, and this has a bearing on
our bribery and corruption risk exposure. In addition to the global
nature of our business, the healthcare sector is highly competitive
and subject to regulation. This increases the instances where we
are exposed to activities and interactions with bribery and
corruption risk.
The US and UK authorities are leading extra-territorial ABAC
enquiries into certain of the Group’s operations. These
investigations are discussed further in Note 45 ‘Legal proceedings’.
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236 GSK Annual Report 2015
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Commercialisation
Risk definition
Failure to execute business strategies, or manage competitive
opportunities or threats effectively and in accordance with the
letter and spirit of legal, industry or company requirements.
Risk impact
Failure to manage risks related to commercialisation could
materially and adversely affect our ability to grow a diversified
global business and deliver more products of value.
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 products and possibly
suboptimal treatment of patients and consumers. Any of these
consequences could materially and adversely affect the Group.
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
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 achieve our strategic objectives.
Developing new pharmaceutical, vaccine and consumer healthcare
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 ability to achieve our strategic objectives.
We are committed to the ethical and responsible
commercialisation of our products 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 provide important
information about our medicines.
Promotion of approved products seeks to ensure that HCPs globally
have access to information they need, that patients and consumers
have access to the products they need and that products are
prescribed, recommended or used in a manner that provides the
maximum healthcare benefit to patients and consumers. We are
committed to communicating information related to our approved
products in a responsible, legal, and ethical manner.
At times, researchers, HCPs, healthcare organisations (HCOs)
and other external experts that we engage may be 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 or recommending our
products. Consistent with our ABAC policies, they also must
comply with a market’s ABAC laws if the recipient of any payment
is a government official.
In 2012, we paid $3 billion (£1.9 billion) to resolve government
investigations in the US focused in large part on promotional
practices and in 2014 we paid RMB 3 billion (£301 million), to
resolve a government investigation in China focused on offering
money or property to non-government personnel in order to obtain
improper commercial gains.
Mitigating activities
Our strategic objectives are designed to ensure the Group
achieves its mission of helping people do more, feel better and
live longer. The Group continues to transform by strengthening our
presence in key emerging markets, restructuring R&D, simplifying
core business operations and reducing our manufacturing
footprint. Our recent transaction with Novartis has helped further
accelerate this pace of change, while strengthening our three
core businesses: Pharmaceuticals, Vaccines and Consumer
Healthcare.
These changes are allowing us to be more global and more
relevant to the needs of the world. Our aim is to reach as many
patients and consumers as we can, improving their health and
wellbeing through the use of our products. How we deliver this
goal is just as important as what we achieve. Our values provide a
guide for how we lead and make decisions. We constantly strive to
do the right thing and deliver quality products, seeking to ensure
our behaviours reflect our values and the mission of our company.
The Corporate Executive Team has set out their shared objectives
which describe the most important priorities we need to deliver
across the Group and a set of enterprise-wide projects which
are critical to achieving these objectives. The strategic objectives
are cascaded throughout the Group to ensure enterprise-wide
alignment. Processes are in place to regularly review achievement
towards these objectives.
We have taken action at all levels of the Group to enhance and
improve standards and procedures for promotional interactions,
based on our values of transparency, respect, integrity and patient
focus. We have policies and standards governing promotional
activities undertaken by the Group or on its behalf. All of these
activities we conduct worldwide must conform to high ethical,
regulatory, and industry standards. Where local standards differ
from global standards, the more stringent of the two applies.
The Group has harmonised policies and procedures to guide
above country Commercial Practices processes as well as
clarified applicable standards when engaging in the markets.
Commercial Practices activities have oversight from both business
unit Risk Management and Compliance Boards (RMCBs) and
Country Executive Boards (CEBs) that manage risks across
in-country business activities.
All promotional materials and activities must be reviewed and
approved according to the Group’s policies and standards, and
conducted in accordance with local laws and regulations, to seek
to 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 2015, GSK also implemented globally changes already made
in the US to the compensation model for sales professionals and
their managers who interact with HCPs. The changes eliminate
rewards based on sales or market shares in individuals’ territories
in favour of rewards based on the quality of the individuals’
interactions with healthcare professionals. Starting in 2016, GSK
will implement its prior commitment to stop paying HCPs to deliver
promotional presentations for GSK or directly to sponsor their
travel to medical educational conferences.
GSK Annual Report 2015 237
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Principal risks and uncertainties
Risk factors – continued
Research practices
Risk definition
Failure adequately to conduct ethical and sound preclinical and
clinical research. In addition, failure to engage in scientific activities
that are consistent with the letter and spirit of the law, industry, or
the Group’s requirements.
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 brought against the
Group by governmental and private plaintiffs (product liability suits
and claims for damages), and regulatory action such as fines,
penalties or loss of product authorisation. Any of these
consequences could materially and adversely affect our financial
results.
Context
Research relating to animals 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, and they are generally mandated
by regulators and ethically imperative. Animal research can 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. Rapid changes in submission requirements
in developing countries continue to increase the complexity of
worldwide product registration.
Scientific Engagement (SE) is an essential part of scientific
discourse defined as the interaction and exchange of information
between GSK and external communities in order to advance
scientific and medical understanding, including the appropriate
development and use of our products. Such non-promotional
engagement with external stakeholder groups is vital to GSK’s
mission and necessary for scientific and medical advance.
The scope of SE activities includes: advisory boards; scientific
consultancies; pre-planned informal discussions with Healthcare
Professionals (HCP); sharing medical information; publications
(including abstracts to congresses); scientific interactions with
payers, patients, governments and the media; and support for
Independent Medical Education. Non-independent educational
activities are covered by Commercial Practices (CP).
SE activities are essential but present legal, regulatory, and
reputational risk if the sharing of data, invited media coverage or
payments for service providers has, or is perceived to have,
inappropriate promotional intent. The risks are particularly high
where HCP engagement and associated Financial and/or Transfer
of Value disclosures are required by GSK.
238 GSK Annual Report 2015
Mitigating activities
We established an Office of Animal Welfare, Ethics and Strategy
(OAWES), led by the Chief of Animal Welfare, Ethics and Strategy,
to seek to 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, promotes application of 3Rs (replacement, refinement
and reduction of animals in research), explores opportunities for
cross-industry data sharing, 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. During 2015, we disclosed over
450 Clinical Study Reports of marketed and terminated medicines
(once the research results were published in the scientific literature)
on our register, bringing the total reports available to over 550. By
the end of 2015, we listed over 1,700 clinical trials on the GSK
online system, www.clinicalstudydatarequest.com, and have
completed our commitment to list completed global studies
conducted since the formation of GSK in 2000. The online system
allows researchers to request access to anonymised patient-level
data from the Group’s clinical trials after the medicine has been
approved or terminated and the trial has been published.
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.
It remains an important priority to enhance our data integrity
controls. During 2015 we began work on a new written standard
to seek to ensure the integrity of our data across Research and
Development (R&D). A Data Integrity Committee was in place
throughout the year to provide oversight and a Data Integrity
Quality Assurance team began conducting assessments intended
to provide independent business monitoring of our internal controls
for R&D activities.
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.
The Group strictly prohibits promotional practices prior to marketing
authorisation, and care is taken to seek to ensure that Scientific
Engagement activity is not perceived to be promotional.
Specific accountability and authorisation for Scientific Engagement
resides within the Medical Governance framework that is overseen by
the Medical Governance Executive Committee (MGEC), accountable
to the Chief Medical Officer. MGEC is responsible for oversight of
applicable Policies and seeking to ensure the highest level of integrity
and continuous development of Scientific Engagement at GSK. This
framework seeks to ensure the right level of accountability and clear
programme guidance above country across R&D business units and
in Local Operating Companies (LOC).
The Group takes an integrated approach to managing both Scientific
Engagement and Commercial Practices related risks, including a
combined guidance document for Promotional Code and Scientific
Engagement standards. In this way, those considerations and risks
that are common to both Scientific Engagement and Commercial
Practices such as ABAC and Healthcare Professionals (HCP)
engagements are managed in the right context and in one place
to seek to ensure clarity and clear lines of accountability.
Environment, health and safety and sustainability
Risk definition
Failure to manage EHSS risks in line with our objectives and
policies and with 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 damage to the
Group’s reputation 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 duties to protect people,
the environment and the communities in which we operate as well
as 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 45 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
The Corporate Executive Team is responsible for EHSS
governance for the Group under a global policy. Under that policy,
the CET seeks to ensure there is a control framework in place to
manage the risks, impacts and legal compliance issues that relate
to EHSS and for assigning responsibility to senior managers for
providing and maintaining those controls. Individual managers seek
to ensure that the EHSS control framework is effective and well
implemented in their respective business area and that it is fully
compliant with all applicable laws and regulations, adequately
resourced, maintained, communicated, and monitored.
Additionally, each employee is personally responsible for ensuring
that all applicable local standard operating procedures are
followed and expected to take responsibility for EHSS matters.
Our risk-based, proactive approach is articulated in our refreshed
Global EHS Standards which support our EHSS policy and
objective to discover, develop, manufacture, supply and sell our
products without harming people or the environment. In addition
to the design and provision of safe facilities, plant and equipment,
we operate rigorous procedures that help us eliminate hazards
where practicable and protect employees’ health and well-being.
Through our continuing efforts to improve environmental
sustainability we have reduced our value chain carbon intensity
per pack, water consumption and waste generation. We actively
manage our environmental remediation obligations and seek to
ensure practices are environmentally sustainable and compliant.
Our EHSS performance results are shared with the public each
year in our Responsible Business Supplement.
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Risk definition
Failure to protect and maintain access to critical or sensitive
computer systems or information.
Risk impact
Failure to adequately protect critical and sensitive systems
and information may result in loss of commercial or strategic
advantage, damage to our reputation, litigation, or other business
disruption including regulatory sanction, 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.
Several GSK employees were indicted for theft of GSK research
information. While the charges against the individuals are
concerning, based on what we know, we do not believe this
breach has had any material impact on the company’s R&D activity
or ongoing business. GSK is conducting a full internal review into
what occurred, and planning to continue to enhance the multiple
layers of data protection that we already have in place.
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
Information Protection & Privacy function 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). 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 have been signed by 23 European
states allowing us transfer PII internationally between the Group’s
entities without individual privacy agreements in each European
Union country.
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Principal risks and uncertainties
Risk factors – continued
Crisis and continuity management
Risk definition
Failure to deliver a continuous supply of compliant finished
product; inability to recover and sustain critical operations,
including key supply chains, following a disruption, or to respond
to a crisis incident, in a timely manner.
Risk impact
We recognise that failure to supply of our products can adversely
impact consumers and patients who rely on them. A material
interruption of supply or exclusion from healthcare programmes
could expose us to litigation or regulatory action, incurring of fines
or disgorgement and materially and adversely affect the Group’s
financial results. The Group’s international operations, and those
of its partners, maintain a vast global footprint also expose our
workforce, facilities, operations and information technology to
potential disruption resulting from a natural event (e.g. storm or
earthquake), a man-made event (e.g. civil unrest, terrorism), or
a global emergency (e.g. Ebola outbreak, Flu pandemic). It is
important for GSK to have robust crisis management and recovery
plans in place to manage such events.
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 suspension
of manufacturing operations 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
contract manufacturing organisations and clinical research
organisations to support development of key products, are
important to ensure 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 or logistics system.
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.
Through effective crisis management and business continuity
planning we are committed to providing for the health and safety
of our people, minimising damage and impact to the Group, and
maintaining functional operations following a natural or man-made
disaster, or a public health emergency.
Mitigating activities
Our supply chain model is designed to seek to ensure the supply,
quality and security of our products globally. We closely monitor,
through the Supply Chain Governance Committees, the inventory
status and delivery of our products to seek to ensure that our
customers have the medicines, vaccines and products they need.
The improved linkage between commercial forecasting and
manufacturing made possible by our Core Commercial Cycle
methodology should over time, decrease the risk associated with
demand fluctuations impacting our ability to supply or write-offs
associated with product exceeding expiry dating. During 2015,
each node of the supply chain was optimised to seek to ensure
adequate safety stock while balancing working capital associated
with the end-to-end supply chain.
Safety stocks and backup supply arrangements for medically-
critical and high-revenue products are in place to help mitigate
this risk. In addition, the compliance 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. Our reliance on single
source components has been further reduced for certain key
products through qualification of alternative materials that will help
improve supply chain robustness. In cases, where dual sourcing is
not possible, an inventory strategy has been developed to protect
the supply chain from unanticipated disruption.
We continued to implement anti-counterfeit systems such as
product serialisation in accordance with emerging supply chain
requirements around the world.
CCM governance for the Group is set forth in a global policy.
Under that policy, each business unit and functional area head
(‘BU’) ensures effective crisis management and business
continuity plans are in place that include authorised response
and recovery strategies, key areas of responsibility and clear
communication routes before a business disruption occurs.
Additionally, each BU is represented on a CCM governance board
which performs risk oversight and provides 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: chairing the governance board;
coordinating crisis management and business continuity training;
facilitating exercises and monitoring to provide for global
consistency and alignment; and centrally storing and monitoring
updates for plans supporting our critical business processes.
These activities 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 and supports the development of
community resilience to disasters.
We continue to evaluate the implications for our business of a
possible exit of the United Kingdom from the European Union.
While the UK leaving the EU would create uncertainty and
potentially add complexity to a wide range of our business
activities, we do not currently believe that there would be a
material adverse impact on the Group’s results in the longer term.
We continually improve our CCM risk management programme
and tools based on learning from plan activations. For example,
the Group has implemented a global system that provides GSK
leaders with access to the vital information they need to effectively
respond to disruptions and for monitoring the status of their
preparedness and response capability. We regularly solicit and
take recommendations for improvements from many different
sources/suppliers charged with the responsibility for assisting
in managing GSK’s risks and introduce new tools to improve
our CCM practices.
240 GSK Annual Report 2015
Shareholder information
Share capital and control
Details of our issued share capital and the number of shares
held in Treasury as at 31 December 2015 can be found in
Note 33 to the financial statements, ‘Share capital and share
premium account’.
Our Ordinary 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 31 to the financial statements,
‘Net debt’.
Holders of Ordinary Shares and ADS are entitled to receive
dividends (when declared), 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 ADS and no requirements to
obtain approval prior to any transfers. No Ordinary Shares or ADS
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 10 March 2016, 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.
Legal & General Group Plc
No. of
shares
327,190,315
147,931,457
*Percentage of
issued
capital (%)
6.72
3.04
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 or used for satisfying
share options and grants under Group employee share plans.
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 2015, when the
company was authorised to purchase a maximum of just over
486 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’.
In determining specific share repurchase levels, the company
considers the development of free cash flow during the year. Given
the impact of the sustained strength of Sterling on free cash flow,
the company suspended its share repurchase programme during
2014 and no shares were purchased during the financial year
ended 2015.
The company confirms that it does not currently intend to make any
further market purchases in 2016. The company will review the
potential for future share buy-backs during 2017 in line with its
usual annual cycle and subject to return and ratings criteria.
Market capitalisation
The market capitalisation, based on shares in issue excluding
Treasury shares, of GSK at 31 December 2015 was £66.82 billion.
At that date, GSK was the third largest company by market
capitalisation in the FTSE index.
Share price
At 1 January
At 31 December
(Decrease)/increase
High during the year
Low during the year
2015
£
13.76
13.73
(0.2)%
16.42
12.38
2014
£
16.12
13.76
(14.6)%
16.91
13.24
2013
£
13.35
16.12
20.7%
17.82
13.35
The table above sets out the middle market closing prices.
The company’s share price decreased by 0.2% in 2015. This
compares with a decrease in the FTSE 100 index of 4.9% during
the year. The share price on 10 March 2016 was £13.86.
UK£
18
17
16
15
14
13
12
11
10
US$
75
70
65
60
55
50
45
40
35
* 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.
09
31/12/12
31/12/13
31/12/14
30
31/12/15
UK share price (UK£)
US ADS price (US$)
GSK Annual Report 2015 241
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Shareholder information
continued
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.
March 2016*
February 2016
January 2016
December 2015
November 2015
October 2015
September 2015
August 2015
Quarter ended 31 December 2015
Quarter ended 30 September 2015
Quarter ended 30 June 2015
Quarter ended 31 March 2015
Quarter ended 31 December 2014
Quarter ended 30 September 2014
Quarter ended 30 June 2014
Quarter ended 31 March 2014
Year ended 31 December 2015
Year ended 31 December 2014
Year ended 31 December 2013
Year ended 31 December 2012
Year ended 31 December 2011
* to 10 March 2016
Analysis of shareholdings at 31 December 2015
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
Ordinary Shares
Pence per share
Low
1370
1346
1345
1280
1313
1268
1238
1275
1268
1238
1323
1357
1324
1377
1543
1554
1238
1324
1335
1318
1128
High
1415
1435
1439
1392
1397
1421
1339
1458
1421
1458
1642
1635
1502
1583
1666
1691
1642
1691
1782
1508
1474
ADS
US dollars per share
Low
39.10
38.50
38.90
39.10
39.87
38.74
37.56
39.41
38.74
37.56
41.65
41.68
41.30
45.97
51.55
50.90
37.56
41.30
43.47
41.90
36.33
High
40.00
42.10
41.29
41.19
43.11
43.53
40.64
45.14
43.53
45.14
48.23
48.81
47.14
54.52
56.39
56.66
48.81
56.66
53.68
47.45
45.74
Number of
accounts
% of total
accounts
% of total
shares
Number of
shares
95,993
31,335
6,754
724
360
135,166
6,430
25
5
128,704
1
1
71.02
23.18
5.00
0.53
0.27
100.00
4.76
0.02
0.00
95.22
0.00
0.00
0.66
1.25
1.77
4.68
91.64
100.00
64.67
0.07
0.00
10.58
15.51
9.17
35,453,438
66,940,529
94,807,078
250,764,319
4,913,342,283
5,361,307,647
3,467,199,262
4,015,180
4,401
567,192,207
831,380,647
491,515,950
BNY Mellon is the Depositary for the company’s ADS, 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 10 March 2016,
BNY (Nominees) Limited held 827,207,151 Ordinary Shares representing 16.98% of the issued share capital (excluding Treasury shares)
at that date.
At 10 March 2016, the number of holders of Ordinary Shares in the US was 1,030 with holdings of 1,054,172 Ordinary Shares, and the
number of registered holders of ADS was 24,763 with holdings of 413,603,575 ADS. Certain of these Ordinary Shares and ADS were
held by brokers or other nominees. As a result, the number of holders of record or registered holders in the US is not representative of
the number of beneficial holders or of the residence of beneficial holders.
242 GSK Annual Report 2015
Dividends
The company pays dividends quarterly and continues to return cash
to shareholders through its dividend policy. 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’.
GSK completed a transaction with Novartis in March 2015,
whereby GSK and Novartis created a new world-leading
Consumer Healthcare business, GSK acquired Novartis’ global
Vaccines business and GSK divested its marketed Oncology
portfolio and related R&D activities.
GSK plans to use the net cash transaction proceeds to fund a
return of approximately £1 billion (20p per share) to shareholders
via a special dividend to be paid with GSK’s Q4 2015 ordinary
dividend payment.
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
2015
2015
2014
2013
2012
2011
2011
Dividend
Special*
Supplemental**
pence
20
80
80
78
74
70
5
US$
–1
–1
2.59
2.47
2.35
2.25
0.16
1 The Q4 2015 interim ordinary dividend and special dividend
receivable by ADR holders will be calculated based on the exchange
rate on 12 April 2016. The cumulative dividend receivable by ADR
holders for Q1, Q2 and Q3 2015 was 1.71 US$.
* The 2015 special dividend relates to the return of part of the net
cash proceeds from the Novartis transaction.
** 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 fee for ADR holders
GSK introduced a dividend fee for ADR holders with effect from
the Q1 2015 dividend payment, authorised under the terms of the
amended and restated Deposit Agreement. A notice was provided
to registered ADR holders on 6 April 2015.
The fee was introduced to offset, in part, the costs related to
SEC registration including Sarbanes-Oxley related expenses,
administration of the ADS Facility and the maintenance of our
NYSE listing fees. The fee is expected to remain in place for
future dividends.
The annual fee is currently set at $0.02 per ADR (or $0.005 per
ADR per quarter). Under the Depositary Agreement, GSK can
charge up to 5 cent per ADR.
Dividend calendar
Quarter
Q4 2015
and special
dividend
Q1 2016
ADS ex-dividend
date
Ex-dividend
date
Record date
Payment date
17 February 2016 18 February 2016 19 February 2016
14 April 2016
11 May 2016
12 May 2016
13 May 2016
14 July 2016
Q2 2016
10 August 2016
11 August 2016
12 August 2016 13 October 2016
Q3 2016
2 November 2016 3 November 2016 4 November 2016
12 January 2017
Financial calendar
Event
Quarter 1 results’ announcement
Annual General Meeting
Quarter 2 results’ announcement
Quarter 3 results’ announcement
Preliminary/Quarter 4 results’ announcement
Annual Report publication
Annual Report distribution
Date
April/May 2016
May 2016
July 2016
October 2016
February 2017
February/March 2017
March 2017
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.
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 which is made available
on our website from the date of publication. 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 US (see pages 246 and
247 for the contact details).
Annual General Meeting 2016
2.30pm (UK time) on Thursday 5 May 2016
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, as Depositary, by notifying them of your request
to do so. This will enable you 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
Depositary.
Documents on display
The Articles of Association of the company and Directors’ service
contracts or, where applicable, letters of appointment between
Directors and the company or any of its subsidiaries (and any side
letters relating to severance terms and pension arrangements) are
available for inspection at the company’s registered office and will
be made available for inspection at the AGM.
GSK Annual Report 2015 243
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Shareholder information
continued
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 US 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 US 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 US/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).
UK shareholders
This summary only applies to a UK resident shareholder that holds
shares as capital assets.
Taxation of dividends
Different regimes apply to the taxation of dividend income payable
to UK resident individuals in UK tax years up to 5 April 2016 and to
those tax years commencing on or after 6 April 2016.
For UK tax years up to and including 2015/16, 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. To the extent that individuals’ income exceeds the basic rate
limit, but not the higher rate limit an upper dividend rate applies,
which is set at 32.5% of the grossed up dividend figure and for
those whose income exceeds the additional rate limit of £150,000,
an additional dividend rate of 37.5% will normally apply.
For UK tax years from 2016/17 onwards, dividend tax credits will
no longer apply and UK resident individuals will be entitled instead
to a dividend tax allowance of up to £5,000, so that the first
£5,000 of dividends received in a tax year will be free of tax.
Dividends in excess of this allowance will be taxed at 7.5% for
basic rate taxpayers, 32.5% for higher rate taxpayers and 38.1%
for additional rate taxpayers.
UK resident shareholders that are corporation taxpayers should
note that dividends payable on ordinary shares 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
shareholders’ 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 (UK-domiciled or otherwise) shareholders may be liable
to UK 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 lifetime gift
or other disposal at less than full market value. In the case of a
bequest on death, tax may be charged on the value of the shares
at the date of the shareholder’s death. 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 US to be credited against tax payable in
the UK.
Stamp duty and Stamp Duty Reserve Tax
UK stamp duty and/or stamp duty reserve tax (SDRT) will, subject
to certain exemptions, be payable on the transfer of shares at a
rate of 0.5% (rounded up to the nearest £5 in the case of stamp
duty) of the consideration for the transfer. Notwithstanding this,
provided that an instrument is executed in pursuance of the
agreement that gave rise to the charge to SDRT and that
instrument is stamped within six years of the agreement (including
being stamped as exempt) any SDRT charge should be cancelled
and any SDRT which has already been paid will be repaid.
US shareholders
This summary only applies to a shareholder (who is a citizen or
resident of the US 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, nor
does it address tax treatment that may be applicable as a result of
international income tax treaties.
244 GSK Annual Report 2015
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,
from the date the shares were vested/released. Short-term capital
gains can be subject to taxation of rates of up to 43.4%, whereas
long-term capital gains may be subject to rates of up to 23.8%.
State and local tax rates on capital gains may also apply.
Information reporting and backup withholding
Dividends and payments of the proceeds on a sale of shares or
ADR, paid within the US 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.
Stamp duty
UK stamp duty and/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).
However, no stamp duty or SDRT should be payable on the
transfer of, or agreement to transfer, an ADR.
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. A qualified dividend as defined by the US Internal
Revenue Service is a dividend that meets the following criteria:
1. Must be issued by a US corporation, a corporation incorporated
in a US possession, or a corporation that is eligible for the
benefits of a comprehensive income tax treaty deemed
satisfactory, as published by the IRS.
2. The dividends are not listed with the IRS as dividends that do
not qualify.
3. The required dividend holding period has been met. The shares
must have been owned by you for more than 60 days of the
“holding period” – which is defined as the 121-day period that
begins 60 days before the ex-dividend date, or the day in which
the stock trades without the dividend priced in. For example, if a
stock’s ex-dividend date is October 1, the shares must be held
for more than 60 days in the period between August 2 and
November 30 of that year in order to count as a qualified
dividend.
Dividends that are not qualified are subject to taxation at the US
federal graduated tax rates, at a maximum rate of 43.4%. Some
types of dividends are automatically excluded from being qualified
dividends, even if they meet the other requirements. These include
(but are not limited to):
1. Capital gains distributions
2. Dividends on bank deposits
3. Dividends held by a corporation in an Employee Stock
Ownership Plan (ESOP)
4. Dividends paid by tax-exempt corporations
US state and local tax rates on qualified and non-qualified
dividends may vary and would be assessed in addition to the
federal tax rates communicated above.
GSK Annual Report 2015 245
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Shareholder information
continued
Shareholder services and contacts
Registrar
The company’s registrar is:
Equiniti Limited
Aspect House, Spencer Road, Lancing, BN99 6DA
www.shareview.co.uk
Tel: 0371 384 2991 (in the UK)*
Tel: +44(0)121 415 7067 (outside the UK)
Equiniti provides a range of services for shareholders:
Service
What it offers
How to participate
Dividend Reinvestment Plan
(DRIP)
As an alternative to receiving cash dividends you may choose to
reinvest your dividends to buy more GSK shares.
A DRIP election form can be downloaded
from www.shareview.co.uk or
requested by telephoning Equiniti.
Dividend payment direct to your bank account
(Bank Mandate)
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.
Electronic communications
Shareholders may elect to receive electronic notifications of
company communications including our Annual Report, dividend
payments (if paid by way of a Bank Mandate), access to electronic
tax vouchers and the availability of online voting for all general
meetings. Each time GSK mails out hard copy shareholder
documents you will receive an email containing a link to the
document or relevant website.
You can register at www.shareview.co.uk
Shareview portfolio service
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.
You can register at www.shareview.co.uk
Duplicate publications or mailings
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.
Please contact Equiniti.
Share dealing service†
(please note that market trading hours
are from 8.00am to 4.30pm UK time,
Monday to Friday (excluding public holidays in
England and Wales))
Shareholders may trade shares, either held in certificated form or
held in our Corporate Sponsored Nominee, by internet, telephone
or by a postal dealing service provided by Equiniti Financial
Services Limited.
Corporate Sponsored Nominee Account
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.
Individual Savings Accounts (ISAs)†
The company has arranged for Equiniti Financial Services Limited
to provide a GSK Corporate ISA to hold GSK Ordinary Shares.
For internet transactions, please log
on to www.shareview.co.uk/dealing.
For telephone transactions, please
call 0345 603 7037 (in the UK) or
+44 (0)121 415 7560 (outside the UK).
For postal transactions, please call
0371 384 2991* to request a
dealing form.
An application form can be requested
from www.shareview.co.uk or
by telephoning Equiniti on
0371 384 2991*.
Details are available from
www.shareview.co.uk or can be
requested by telephoning Equiniti,
on 0345 300 0430. Lines are open 8.00am
to 4.30pm for dealing, and until 6.00pm
for enquiries Monday to Friday (excluding
public holidays in England and Wales).
* UK lines are open from 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).
† 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.
246 GSK Annual Report 2015
ADR Depositary
The ADR programme is administered by The Bank of New
York Mellon:
Contacts
Investor relations
Investor relations may be contacted as follows:
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.mybnymdr.com
Tel: +1 877 353 1154 (US toll free)
Tel: +1 201 680 6825 (outside the US)
email: shrrelations@cpushareownerservices.com
UK
980 Great West Road
Brentford, Middlesex, TW8 9GS
Tel: +44 (0)20 8047 5000
US
5 Crescent Drive
Philadelphia PA 19112
Tel: +1 888 825 5249 (US toll free)
Tel: +1 215 751 4611 (outside the US)
GSK Response Center
Tel: +1 888 825 5249 (US toll free)
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.mybnymdr.com or
call the above helpline number to obtain an enrolment pack.
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,
at www.fca.org.uk/consumers or on its consumer helpline:
Tel: 0800 111 6768 (in the UK)*
Tel: +44 20 7066 1000 (outside the UK)
* Lines are open from 8.00am to 6.00pm, UK time,
Monday to Friday, except UK public holidays,
and 9.00am to 1.00pm on Saturdays.
Responsible Business Supplement
We are publishing our Responsible Business Supplement 2015
online. This will outline GSK’s approach to, and performance in,
our key responsible business areas, Health for all, Our behaviour,
Our people and Our planet.
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
www.share.com
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.
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.
GSK Annual Report 2015 247
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Other statutory disclosures
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 ADSs.
NYSE rules
In general, the NYSE rules permit the company to follow UK
corporate governance practices instead of those applied in the
US, provided that we explain any significant variations. This
explanation is contained in our Form 20-F, 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 US, 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 2015, the Committee met
14 times.
Sarbanes-Oxley requires that the annual report on Form 20-F
contain 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 and Judy Lewent) is
included in the Audit & Risk Committee report on page 89 and
in their biographies on page 76. 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.
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 on Form 20-F
• based on their knowledge, the annual report on 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
on 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 on 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
248 GSK Annual Report 2015
• they have disclosed in the annual report on Form 20-F any
changes in internal controls over financial reporting during the
period covered by the annual report on 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 2015.
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 March 2016, following which the certificates
will be filed with the SEC as part of our 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 (2013) issued by
the Committee of Sponsoring Organisations of the Treadway
Commission (COSO)
• there have been no changes in the Group’s internal control over
financial reporting during 2015 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 2015 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
2015, 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 the 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 to Iran, via sales by non-US entities, to two privately held
Iranian distributors. The Group also does business, via non-US
entities, in other jurisdictions targeted by sanctions laws, including
Syria, Crimea, North Korea 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 limits sales to Iran, North Korea, Syria, Sudan and Cuba to
essential medicines (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 in Iran,
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 (£nil) and net losses (£0.41 million)
from the Group’s sales to Iran in 2015.
The Group is also aware that some hospitals or other medical
facilities in Lebanon may be affiliated with or controlled by
Hezbollah, which is designated by the United States as a terrorist
organisation. Again, the Group does not deal directly with such
facilities and sells through distributors. The Group is also unable
to identify with certainty the degree or nature of any affiliation of
the end customers with Hezbollah, and the Group is unable to
establish the proportion of gross revenue or sales potentially
attributable to reportable entities. As a result, the Group is
reporting the entire gross revenues (£37 million) and net profits
(£15 million) from the Group’s sales to Lebanon in 2015.
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 2015, 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 US, 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 2015, a total of US$446,727 (2014 – US$525,900) 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.
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.
GSK Annual Report 2015 249
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Other statutory disclosures
continued
Group companies
In accordance with Section 409 of the Companies Act 2006 a full list of subsidiaries, associates, joint ventures and joint arrangements,
the country of incorporation and effective percentage of equity owned, as at 31 December 2015 are disclosed below. Unless otherwise
stated the share capital disclosed comprises ordinary shares which are indirectly held by GlaxoSmithKline plc. All subsidiary companies
are resident for tax purposes in their country of incorporation unless otherwise stated.
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Name
Wholly owned subsidiaries
1506369 Alberta ULC
Action Potential Venture Capital Limited
Adechsa GmbH
Affymax Research Institute
Alenfarma – Especialidades Farmaceuticas, Limitada (iv)
Allen & Hanburys Limited (iv)
Allen & Hanburys Pharmaceutical Nigeria Limited
Allen Farmaceutica, S.A.
Allen Pharmazeutika Gesellschaft m.b.H.
Aners S.A (iv)
Barrier Therapeutics, Inc.
Beecham Group p l c
Beecham Pharmaceuticals (Pte) Limited
Beecham Pharmaceuticals S.A (iv) (vi)
Beecham Portuguesa-Produtos Farmaceuticos e Quimicos, Lda
Beecham S.A. (iv)
Biddle Sawyer Limited
Biovesta Ilaçlari Ltd. Sti.
Burroughs Wellcome & Co (Australia) Pty Limited (iv) (vi)
Burroughs Wellcome & Co (Bangladesh) Limited
Burroughs Wellcome International Limited
Caribbean Chemical Company, Ltd.
(will be struck off on 31.03.16)
Cascan GmbH & Co. KG
Castleton Investment Ltd (vi)
Cellzome GmbH
Cellzome Limited
Cellzome Therapeutics, Inc. (iv)
Cellzome, Inc.
Canada
England & Wales
Switzerland
United States
Portugal
England & Wales
Nigeria
Spain
Austria
Argentina
United States
England & Wales
Singapore
Ecuador
Portugal
Belgium
India
Turkey
Australia
Bangladesh
England & Wales
Cayman Islands
Germany
Mauritius
Germany
England & Wales
United States
United States
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Charles Midgley Limited (iv)
England & Wales
100
Clarges Pharmaceuticals Limited
England & Wales
100
Colleen Corporation
Corixa Corporation
Coulter Pharmaceutical, Inc. (iv)
Dealcyber Limited
Desarrollo Energia Solar Alternativa S.L.
Domantis Limited
Duncan Flockhart Australia Pty Limited (iv) (vi)
Duncan Pharmaceuticals Philippines Inc.
Edinburgh Pharmaceutical Industries Limited
Eskaylab Limited
Etex Farmaceutica Ltda
Europharm Holding S.A.
Europharm S.A.
Fedialis Medica S.A.S.
Fipar (Thailand) Ltd (In liquidation)
Genelabs Technologies, Inc.
Glaxo AS (iv)
Glaxo Group Limited
Glaxo Kabushiki Kaisha (iv)
250 GSK Annual Report 2015
United States
United States
United States
England & Wales
Spain
England & Wales
Australia
Philippines
Scotland
England & Wales
Chile
Romania
Romania
France
Thailand
United States
Norway
England & Wales
Japan
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Common
Ordinary
Ordinary
Common
Ordinary Quota
Ordinary
Ordinary
Ordinary
Ordinary
Non-endorsable Nominative
Ordinary
Common
20p Shares 'A'; 5p Shares B
Ordinary
Nominative
Ordinary Quota
Ordinary
Equity
Nominative
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Series A Preferred
Series B Preferred
Series C-1 Convertible Preferred
Series C-3 Convertible Preferred
Ordinary
Cumulative Preference
Ordinary
Preference
Shares – No Par Value (Common)
Common
Common
Ordinary
Ordinary
Ordinary
Ordinary
Common
Ordinary; Preference
10p Ordinary
Social Capital
Nominative
Nominative
Ordinary
Ordinary
Common
Ordinary
Ordinary
Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99.97
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Group companies continued
Name
Wholly owned subsidiaries continued
Glaxo Laboratories (Nigeria) Limited (iv)
Glaxo Laboratories Limited (iv)
Glaxo Operations UK Limited
Glaxo Properties BV
Glaxo Verwaltungs GmbH (vi)
Glaxo Wellcome Australia Pty Ltd (iv) (vi)
Glaxo Wellcome Ceylon Limited
Glaxo Wellcome Farmaceutica, Limitada
Glaxo Wellcome Holdings Limited (In liquidation)
Glaxo Wellcome International B.V. (v)
Glaxo Wellcome Manufacturing Pte Ltd
Glaxo Wellcome Production S.A.S.
Glaxo Wellcome PST Pty Ltd (iv) (vi)
Glaxo Wellcome UK Limited
Glaxo Wellcome Vidhyasom Limited (iv)
Glaxo Wellcome, S.A.
Glaxo, S.A.
Glaxo-Allenburys (Nigeria) Limited (iv)
Glaxochem (UK) Unlimited
Glaxochem Pte Ltd (v)
GlaxoSmithKline – Produtos Farmaceuticos, Limitada
GlaxoSmithKline (Cambodia) Co., Ltd.
GlaxoSmithKline (China) Investment Co Ltd
GlaxoSmithKline (China) R&D Company Limited
GlaxoSmithKline (Cyprus) Limited
GlaxoSmithKline (GSK) S.R.L.
GlaxoSmithKline (Ireland) Limited (ii)
GlaxoSmithKline (Israel) Ltd
GlaxoSmithKline (Malta) Limited
GlaxoSmithKline (Private) Limited (iv)
GlaxoSmithKline (Thailand) Limited
GlaxoSmithKline A.E.B.E.
GlaxoSmithKline AB
GlaxoSmithKline AG
GlaxoSmithKline Algérie S.P.A.
GlaxoSmithKline Argentina S.A.
GlaxoSmithKline AS
GlaxoSmithKline Asia Pvt. Limited
GlaxoSmithKline Australia Pty Ltd
GlaxoSmithKline B.V.
GlaxoSmithKline Beteiligungs GmbH
GlaxoSmithKline Biologicals (Shanghai) Ltd.
GlaxoSmithKline Biologicals (Shenzhen) Co., Ltd (iv)
GlaxoSmithKline Biologicals Kft.
GlaxoSmithKline Biologicals S.A.S.
GlaxoSmithKline Biologicals SA
GlaxoSmithKline Brasil Limitada
GlaxoSmithKline Business Services S.A. (iv) (vi)
GlaxoSmithKline Capital Inc.
GlaxoSmithKline Capital plc
GlaxoSmithKline Caribbean Limited
GlaxoSmithKline Chile Farmaceutica Limitada
GlaxoSmithKline Colombia S.A.
GlaxoSmithKline Consumer Healthcare Investments
(Ireland) Limited (ii) (v)
GlaxoSmithKline Consumer Healthcare Ireland IP Limited (ii) (v)
GlaxoSmithKline Consumer Healthcare Pakistan Limited
GlaxoSmithKline Consumer Healthcare Sri Lanka
Holdings Limited (iv)
GlaxoSmithKline Consumer Holding B.V.
GlaxoSmithKline d.o.o
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Nigeria
England & Wales
England & Wales
Netherlands
Germany
Australia
Sri Lanka
Portugal
England & Wales
Netherlands
Singapore
France
Australia
England & Wales
Thailand
Spain
Spain
Nigeria
England & Wales
Singapore
Portugal
Cambodia
China
China
Cyprus
Romania
Ireland
Israel
Malta
Zimbabwe
Thailand
Greece
Sweden
Switzerland
Algeria
Argentina
Norway
India
Australia
Netherlands
Germany
China
China
Hungary
France
Belgium
Brazil
Costa Rica
United States
England & Wales
England & Wales
Chile
Colombia
Ireland
Ireland
Pakistan
England & Wales
Netherlands
Bosnia and
Herzegovina
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary B
Ordinary Quota
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary B
Ordinary C
Ordinary
Ordinary Quota
Ordinary
Ordinary
Equity
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Equity
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary; Preference
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Social Capital
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Euro Quota
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
GSK Annual Report 2015 251
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
Other statutory disclosures
continued
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
Group companies continued
Name
Wholly owned subsidiaries continued
GlaxoSmithKline d.o.o.
GlaxoSmithKline doo Beograd
GlaxoSmithKline Ecuador S.A.
GlaxoSmithKline Eesti OU
GlaxoSmithKline ehf
GlaxoSmithKline El Salvador S.A. de C.V.
GlaxoSmithKline EOOD
GlaxoSmithKline Export Limited
GlaxoSmithKline Export Panama S.A.
GlaxoSmithKline Far East B.V.
GlaxoSmithKline Finance plc
GlaxoSmithKline GmbH & Co. KG
GlaxoSmithKline Guatemala S.A.
GlaxoSmithKline Holding AS
GlaxoSmithKline Holdings (Americas) Inc.
GlaxoSmithKline Holdings (Ireland) Limited
GlaxoSmithKline Holdings (One) Limited (i)
GlaxoSmithKline Holdings Limited (i)
GlaxoSmithKline Holdings Pty Ltd
GlaxoSmithKline Honduras S.A.
GlaxoSmithKline IHC Limited
GlaxoSmithKline Ilaclari Sanayi ve Ticaret A.S.
GlaxoSmithKline Inc.
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
GlaxoSmithKline Insurance Ltd.
GlaxoSmithKline Intellectual Property (No.2) Limited
GlaxoSmithKline Intellectual Property Development Limited
GlaxoSmithKline Intellectual Property Holdings Limited
GlaxoSmithKline Intellectual Property Limited
GlaxoSmithKline Intellectual Property Management Limited
GlaxoSmithKline International Limited
GlaxoSmithKline Investigación y Desarrollo, S.L.
GlaxoSmithKline Investment Holdings Limited
GlaxoSmithKline Investment Services Limited
GlaxoSmithKline Investments (Ireland) Limited (ii) (v)
GlaxoSmithKline Investments Pty Ltd
GlaxoSmithKline K.K.
GlaxoSmithKline Korea Limited
GlaxoSmithKline Latin America, S.A.
GlaxoSmithKline Latvia SIA
GlaxoSmithKline Lietuva UAB
GlaxoSmithKline Limited
GlaxoSmithKline LLC
GlaxoSmithKline Manufacturing SpA
GlaxoSmithKline Maroc S.A.
GlaxoSmithKline Medical and Healthcare Products Limited
GlaxoSmithKline Mercury Limited (i)
GlaxoSmithKline Mexico S.A. de C.V.
GlaxoSmithKline NZ Limited
GlaxoSmithKline Oy
GlaxoSmithKline Peru S.A.
GlaxoSmithKline Pharma A/S
GlaxoSmithKline Pharma GmbH
GlaxoSmithKline Pharmaceutical Kenya Limited
GlaxoSmithKline Pharmaceutical Nigeria Limited
GlaxoSmithKline Pharmaceutical Sdn Bhd
GlaxoSmithKline Pharmaceuticals (Pvt) Ltd (iv)
GlaxoSmithKline Pharmaceuticals (Suzhou) Limited
GlaxoSmithKline Pharmaceuticals Costa Rica S.A
GlaxoSmithKline Pharmaceuticals S.A.
252 GSK Annual Report 2015
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Croatia
Serbia
Ecuador
Estonia
Iceland
El Salvador
Bulgaria
England & Wales
Panama
Netherlands
England & Wales
Germany
Guatemala
Norway
United States
England & Wales
England & Wales
England & Wales
Australia
Honduras
England & Wales
Turkey
Canada
Bermuda
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
Spain
England & Wales
England & Wales
Ireland
Australia
Japan
South Korea
Panama
Latvia
Lithuania
Hong Kong
United States
Italy
Morocco
Hungary
England & Wales
Mexico
New Zealand
Finland
Peru
Denmark
Austria
Kenya
Nigeria
Malaysia
Sri Lanka
China
Costa Rica
Poland
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Equity
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Partnership Capital
Ordinary
Ordinary
Common
Ordinary; Deferred
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Nominative
Class A Common
Class C Preference
Ordinary
Ordinary
Ordinary
A Ordinary; B Ordinary
Ordinary; Deferred
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
LLC Interests
Ordinary
Ordinary
Ordinary Quotas
Ordinary
Ordinary A; Ordinary B
Ordinary
Ordinary
Ordinary
Class A
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary A; Ordinary B;
Ordinary C; Ordinary D
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Group companies continued
Name
Wholly owned subsidiaries continued
GlaxoSmithKline Pharmaceuticals SA
GlaxoSmithKline Pharmaceuticals Ukraine LLC
GlaxoSmithKline Philippines Inc
GlaxoSmithKline Pte Ltd
GlaxoSmithKline Puerto Rico Inc. (iv)
GlaxoSmithKline Republica Dominicana S.A.
GlaxoSmithKline Research & Development Limited
GlaxoSmithKline S.A.
GlaxoSmithKline S.p.A.
GlaxoSmithKline s.r.o.
GlaxoSmithKline Services GmbH & Co. KG (vi)
GlaxoSmithKline Services Inc. (iv)
GlaxoSmithKline Services Unlimited (i)
GlaxoSmithKline SL Holdings, LLC
GlaxoSmithKline SL LLC
GlaxoSmithKline SL LP (iv)
GlaxoSmithKline Slovakia s.r.o.
GlaxoSmithKline South Africa (Pty) Limited
GlaxoSmithKline Superannuation Company Pty Ltd (iv) (vi)
GlaxoSmithKline Trading Services Limited (ii) (v)
GlaxoSmithKline Trading ZAO
GlaxoSmithKline Tunisia S.A.R.L.
GlaxoSmithKline UK Limited
GlaxoSmithKline Uruguay S.A.
100
Belgium
100
Ukraine
100
Philippines
100
Singapore
Puerto Rico
100
Dominican Republic 100
100
England & Wales
100
Spain
100
Italy
100
Czech Republic
100
Germany
100
United States
100
England & Wales
100
United States
100
United States
100
England & Wales
100
Slovakia
100
South Africa
100
Australia
100
Ireland
100
Russia
100
Tunisia
100
England & Wales
100
Uruguay
GlaxoSmithKline Venezuela C.A.
GlaxoSmithKline Vietnam Limited Liability Company (iv)
Glycovaxyn AG (iv) (vi)
Venezuela
Vietnam
Switzerland
Group Laboratories South Africa (Pty) Limited (iv) (vi)
Groupe GlaxoSmithKline S.A.S.
GSK Business Service Centre Sdn Bhd
GSK Commercial Sp. z o.o.
GSK d.o.o., Ljubljana
GSK Employee Share Plan Pty Ltd
GSK Kazakhstan LLP
GSK Services Sp z o.o.
GSK Vaccines GmbH
GSK Vaccines Institute for Global Health S.r.l.
GSK Vaccines S.r.l.
GSK Vaccines Vertriebs GmbH
Herbridge (ii) (iv) (vi)
HGS France S.a.r.l.
HGS Luxembourg LLC (iv) (vi)
Horlicks Limited
Human Genome Sciences Pacific Pty Ltd (vi)
Human Genome Sciences, Inc.
ID Biomedical Corporation of Quebec
ID Biomedical Corporation of Washington (iv)
Instituto Luso Farmaco, Limitada (iv)
InterPharma Dienstleistungen GmbH
J&J Technologies, LC (iv)
Laboratoire GlaxoSmithKline
Laboratoire Pharmaceutique Algérien LPA Production SPA
Laboratoire Pharmaceutique Algérien SPA
Laboratoires Paucourt (iv)
Laboratoires Saint-Germain (iv)
Laboratorios Dermatologicos Darier, S.A de C.V.
Laboratorios Farmaceuticos Stiefel (Portugal) LTDA (iv)
Laboratorios Phoenix Sociedad Anonima Industrial
Comercial Y Financiera
Laboratorios Stiefel de Chile & CIA LTDA
Laboratorios Stiefel de Venezuela SA
South Africa
France
Malaysia
Poland
Slovenia
Australia
Kazakhstan
Poland
Germany
Italy
Italy
Germany
Ireland
France
United States
England & Wales
Australia
United States
Canada
United States
Portugal
Austria
United States
France
Algeria
Algeria
France
France
Mexico
Portugal
Argentina
Chile
Venezuela
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
Ordinary
Chartered Capital
Common
Ordinary
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Partnership Capital
Common
Ordinary
LLC Interests
LLC Interests
Partnership
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Registered Shares Provisory
Stock
Ordinary
Equity Capital
Common; Preferred A,
Preferred B; Preferred C
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Partnership Interest
Ordinary
Ordinary
Quota
Quota
Ordinary
Ordinary
Ordinary
Common Interests
Ordinary
Ordinary
Common
Common
Common
Ordinary Quota
Quota
Membership Interest
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary A; Ordinary B
Ordinary Quota
Non-endorsable Nominative
Ordinary Shares
Social Capital
Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
GSK Annual Report 2015 253
Other statutory disclosures
continued
S
t
r
a
t
e
g
c
i
r
e
p
o
r
t
G
o
v
e
r
n
a
n
c
e
&
r
e
m
u
n
e
r
a
t
i
o
n
Group companies continued
Name
Wholly owned subsidiaries continued
Laboratorios Stiefel Ltda.
Laboratorios Wellcome De Portugal Limitada (iv)
Laboratorios Wellcome S.A. (In liquidation)
Maxinutrition Limited (In liquidation)
Mixis Genetics Limited
Montrose Fine Chemical Company Ltd
Montrose Pharma Company Limited
Montrose Pharma UAB (iv)
Nanjing Meirui Pharma Co. Ltd
Novartis Vaccines and Diagnostics AG (vi)
Novartis Vaccines and Diagnostics Pty Ltd
Novartis Vaccines and Diagnostics S.L. (vi)
Okairos AG (iv) (vi)
Penn Labs Inc. (iv)
S.R. One International B.V.
S.R. One, Limited
Setfirst Limited
Smith Kline & French Laboratories Limited
Smith Kline & French Portuguesa-Produtos
Farmaceuticos, LDA (iv)
SmithKline Beecham (Australia) Pty Ltd (iv) (vi)
SmithKline Beecham (Bangladesh) Private Limited (iv)
SmithKline Beecham (Cork) Limited (ii)
SmithKline Beecham (Export) Limited
SmithKline Beecham (H) Limited
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
I
n
v
e
s
t
o
r
i
n
f
o
r
m
a
t
i
o
n
SmithKline Beecham (Investments) Limited
SmithKline Beecham (Manufacturing) Limited (ii)
SmithKline Beecham (SWG) Limited
SmithKline Beecham Animal Health Company
SmithKline Beecham Biologicals US Partnership
SmithKline Beecham Egypt L.L.C.
SmithKline Beecham Farma, S.A.
SmithKline Beecham Holdings (Australia) Pty. Limited (iv) (vi)
SmithKline Beecham Inter-American Corporation (iv)
SmithKline Beecham Limited
SmithKline Beecham Marketing and Technical Services Limited
SmithKline Beecham Nominees Limited
SmithKline Beecham Overseas Limited
SmithKline Beecham Pension Plan Trustee Limited (iv)
SmithKline Beecham Pension Trustees Limited (iv)
SmithKline Beecham Pharma GmbH & Co KG
SmithKline Beecham Pharma Verwaltungs GmbH
SmithKline Beecham Pharmaceuticals (Pty) Limited (iv) (vi)
SmithKline Beecham Pharmaceuticals Co.
SmithKline Beecham Port Louis Limited (vi)
SmithKline Beecham Retirement Plan (Nominees)
Pty Limited (iv) (vi)
SmithKline Beecham Senior Executive Pension Plan
Trustee Limited (iv)
Stiefel Distributors (Ireland) Limited (ii) (iv)
Stiefel Dominicana SRL (iv)
Stiefel Farma, S.A
Stiefel GmbH & Co. KG
Stiefel India Private Limited
Stiefel Laboratories (Ireland) Limited (ii)
Stiefel Laboratories (Maidenhead) Ltd
Stiefel Laboratories (Thailand) Ltd. (Liquidated 25 Jan 2016)
Stiefel Laboratories (U.K.) Ltd
Stiefel Laboratories Limited (iv)
254 GSK Annual Report 2015
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Brazil
Portugal
Uruguay
England & Wales
England & Wales
Scotland
Hungary
Lithuania
China
Switzerland
Australia
Spain
Switzerland
United States
Netherlands
United States
England & Wales
England & Wales
Portugal
Australia
Bangladesh
Ireland
England & Wales
England & Wales
England & Wales
Ireland
England & Wales
Canada
United States
Egypt
Spain
Australia
United States
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
Germany
Germany
South Africa
United States
Mauritius
Australia
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Ordinary
Ordinary Quota
Ordinary
Ordinary
Ordinary
Ordinary Euro
Ordinary
Ordinary Quota
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Common; Preferred A;
Preferred B
Common
Ordinary
Units (Common)
Ordinary
Ordinary
Ordinary Quota
Ordinary
Ordinary
Ordinary
Ordinary
Non-Cumulative
Non-Redeemable
Ordinary
Ordinary
Ordinary
Ordinary
Common
Partnership Interests
Quotas
Ordinary
Ordinary A; Ordinary B
Shares No par Value (Common)
Ordinary 6.25p
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Partnership Capital
Ordinary
Ordinary
Shares No par Value (Common)
Ordinary
Ordinary
England & Wales
100
Ordinary
100
Ireland
Dominican Republic 100
100
Spain
100
Germany
100
India
100
Ireland
100
England & Wales
100
Thailand
100
England & Wales
100
England & Wales
Ordinary
Ordinary Quotas
Ordinary
Partnership Capital
Equity
Ordinary
Ordinary
Ordinary; Preference
Ordinary
Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Group companies continued
Name
Wholly owned subsidiaries continued
Stiefel Laboratories Pte Limited
Stiefel Laboratories Pty Ltd (iv) (vi)
Stiefel Laboratories SA (Pty) Ltd (iv) (vi)
Stiefel Laboratories Taiwan Ltd (Liquidated 5 Jan 2016)
Stiefel Laboratories, Inc.
Stiefel Maroc SARL
Stiefel Polska SP Z O.O. w likwidacji (In liquidation)
Stiefel Research (Australia) Holdings Pty Ltd (iv)
Stiefel Research Australia Pty Ltd
Stiefel Research Institute, Inc. (vi)
Stiefel Sales, Inc. (iv) (vi)
Stiefel West Coast LLC
Strebor Inc.
Tempero Pharmaceuticals, Inc.
The Sydney Ross Co. (iv)
The Wellcome Foundation Limited
UCB Pharma (Thailand) Ltd (Liquidated 25 Jan 2016)
UCB Pharma Asia Pacific Sdn Bhd (iv)
Webderm, Inc. (iv) (vi)
Wellcome Consumer Healthcare Limited (iv)
Wellcome Consumer Products Limited (iv)
Wellcome Developments Pty Ltd (iv) (vi)
Wellcome Limited
Wellcome Operations Pty Ltd (iv) (vi)
Subsidiaries where the effective interest is less than 100%
Amoun Pharmaceutical Industries Co. S.A.E.
Beecham Enterprises Inc. (iv)
Block Drug Company, Inc.
British Pharma Group Limited
Block Drug Corporation (iv)
de Miclén a.s.
Duncan Consumer Healthcare Philippines Inc
Ex-Lax, Inc.
Fondation Novartis Consumer Health Pour I'Avancement
Des Sciences Medicales, Biologiques Et Pharmaceutiques
Glaxo Saudi Arabia Limited
GlaxoSmithKline (Tianjin) Co. Ltd
GlaxoSmithKline Bangladesh Limited
GlaxoSmithKline Brasil Produtos para Consumo e Saude Ltda
GlaxoSmithKline Consumer Healthcare (China) Co. Ltd
GlaxoSmithKline Consumer Healthcare (Hong Kong) Limited
GlaxoSmithKline Consumer Healthcare (Ireland) Limited (ii)
GlaxoSmithKline Consumer Healthcare (Overseas) Limited
GlaxoSmithKline Consumer Healthcare (Thailand) Limited
GlaxoSmithKline Consumer Healthcare (UK) IP Limited
GlaxoSmithKline Consumer Healthcare (UK) Trading Limited
GlaxoSmithKline Consumer Healthcare (US) IP LLC
GlaxoSmithKline Consumer Healthcare A/S
GlaxoSmithKline Consumer Healthcare AB
GlaxoSmithKline Consumer Healthcare AG
GlaxoSmithKline Consumer Healthcare Argentina S.A. (iv)
GlaxoSmithKline Consumer Healthcare Australia Pty ltd
GlaxoSmithKline Consumer Healthcare B.V.
GlaxoSmithKline Consumer Healthcare Canada Corp
GlaxoSmithKline Consumer Healthcare Colombia SAS
GlaxoSmithKline Consumer Healthcare Czech Republic s.r.o.
GlaxoSmithKline Consumer Healthcare Finance Limited
GlaxoSmithKline Consumer Healthcare Finland Oy
GlaxoSmithKline Consumer Healthcare GmbH
GlaxoSmithKline Consumer Healthcare GmbH & Co. KG
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Singapore
Australia
South Africa
Taiwan
United States
Morocco
Poland
Australia
Australia
United States
United States
United States
United States
United States
United States
England & Wales
Thailand
Malaysia
United States
England & Wales
England & Wales
Australia
England & Wales
Australia
Egypt
United States
United States
England & Wales
United States
Slovakia
Philippines
Puerto Rico
Switzerland
Saudi Arabia
China
Bangladesh
Brazil
China
Hong Kong
Ireland
England & Wales
Thailand
England & Wales
England & Wales
United States
Denmark
Sweden
Switzerland
Argentina
Australia
Netherlands
Canada
Colombia
Czech Republic
England & Wales
Finland
Austria
Germany
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99.5
55.9
63.5
50
63.5
63.5
63.5
63.5
63.5
49
90
82
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
Ordinary
Ordinary
Ordinary
Ordinary
Common
Ordinary
Ordinary
Ordinary
Ordinary
Common
Common
LLC Interests
USD 1 par value (Common)
Series A Preference
Series B Preference; Common
Ordinary
Ordinary
Ordinary
Ordinary
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
New Monetary Shares
Common
Common
Capital
Common No Par Value
Ordinary
Common
Common
Capital
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
LLC Interests
Ordinary
Ordinary
Ordinary
Nominative non endorseable
Ordinary
Ordinary
Ordinary A
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Partnership Capital
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99.5
100
100
50
100
100
100
100
63.5
49
90
82
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
GSK Annual Report 2015 255
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i
F
n
a
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c
a
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s
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s
I
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s
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f
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a
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i
o
n
S
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a
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c
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p
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G
o
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a
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&
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m
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a
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i
o
n
i
F
n
a
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c
a
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s
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Other statutory disclosures
continued
Group companies continued
Name
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Subsidiaries where the effective interest is less than 100% continued
Greece
GlaxoSmithKline Consumer Healthcare Greece Societe
Anonyme
GlaxoSmithKline Consumer Healthcare Holdings (US) LLC
GlaxoSmithKline Consumer Healthcare Holdings Limited
United States
England & Wales
GlaxoSmithKline Consumer Healthcare Inc.
Canada
Japan
Korea
United States
India
New Zealand
Norway
Philippines
Singapore
Belgium
Spain
Italy
Malaysia
Slovakia
South Africa
Poland
Romania
United States
Portugal
Ireland
Ireland
GlaxoSmithKline Consumer Healthcare Investments
(Ireland) (No 2) (ii) (v)
GlaxoSmithKline Consumer Healthcare Investments
(Ireland) (No 3) Limited (ii) (v)
GlaxoSmithKline Consumer Healthcare Japan K.K.
GlaxoSmithKline Consumer Healthcare Korea Co., Ltd.
GlaxoSmithKline Consumer Healthcare L.L.C.
GlaxoSmithKline Consumer Healthcare Limited
GlaxoSmithKline Consumer Healthcare Mexico, S. De R.L. de C.V. Mexico
GlaxoSmithKline Consumer Healthcare New Zealand Limited
GlaxoSmithKline Consumer Healthcare Norway AS
GlaxoSmithKline Consumer Healthcare Philippines Inc
GlaxoSmithKline Consumer Healthcare Pte. Ltd.
GlaxoSmithKline Consumer Healthcare S.A.
GlaxoSmithKline Consumer Healthcare S.A.
GlaxoSmithKline Consumer Healthcare S.p.A.
GlaxoSmithKline Consumer Healthcare Sdn. Bhd.
GlaxoSmithKline Consumer Healthcare Slovakia s. r. o.
GlaxoSmithKline Consumer Healthcare South Africa Pty (Ltd)
GlaxoSmithKline Consumer Healthcare Sp.z.o.o.
GlaxoSmithKline Consumer Healthcare SRL
GlaxoSmithKline Consumer Healthcare, L.P.
GlaxoSmithKline Consumer Healthcare, Produtos para
a Saude e Higiene, Lda
GlaxoSmithKline Consumer Nigeria plc (iii)
GlaxoSmithKline Consumer Private Limited
GlaxoSmithKline Consumer Trading Services Limited
GlaxoSmithKline Costa Rica S.A.
GlaxoSmithKline Dungarvan Limited (ii)
GlaxoSmithKline Healthcare AO
GlaxoSmithKline Healthcare GmbH
GlaxoSmithKline Healthcare Ukraine O.O.O.
GlaxoSmithKline Landholding Company, Inc
GlaxoSmithKline Limited
GlaxoSmithKline OTC (PVT.) Limited
GlaxoSmithKline Pakistan Limited
GlaxoSmithKline Panama S.A.
GlaxoSmithKline Paraguay S.A.
GlaxoSmithKline Pharmaceuticals Limited
GlaxoSmithKline S.A.E.
GlaxoSmithKline Sante Grand Public SAS
GlaxoSmithKline Tuketici Sagligi Anonim Sirketi
GlaxoSmithKline-Consumer Hungary Limited Liability Company Hungary
GSK Consumer Healthcare Singapore Pte. Ltd
Iodosan S.p.A.
Kuhs GmbH
Laboratorios ViiV Healthcare, S.L.
Modern Pharma Trading Company L.L.C.
Novartis Consumer Health Australasia Pty Ltd
Nigeria
India
England & Wales
Costa Rica
Ireland
Russia
Germany
Ukraine
Philippines
Kenya
Pakistan
Pakistan
Panama
Paraguay
India
Egypt
France
Turkey
Singapore
Italy
Germany
Spain
Egypt
Australia
Novartis Consumer Health Canada Inc./Novartis Sante
Familiale Canada, Inc.
Novartis Consumer Health GmbH
Novartis Consumer Health LLC
Canada
Germany
Russia
256 GSK Annual Report 2015
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
72.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
63.5
55.9
63.5
46.4
63.5
63.5
63.5
63.5
63.5
63.5
63.5
39.9
63.5
63.5
82.6
63.5
63.5
75
91.2
63.5
63.5
63.5
63.5
63.5
63.5
78.3
98.2
63.5
63.5
38.1
63.5
Ordinary
LLC Interests
Ordinary A
Ordinary B
Common
Preferred
Ordinary
Ordinary
Ordinary
Ordinary
LLC Interests
Equity
Ordinary
Ordinary
Ordinary
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ownership Interest
Ordinary
Common
Ordinary
Partnership Interest
Ordinary Quota
Ordinary
Equity
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ownership Interest
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Equity
Ordinary
Ordinary
Nominative
Membership
Ordinary
Ordinary
Equity
Ordinary
Quotas
Ordinary
Redeemable Preference
Common
Ordinary
Participation Interest
100
100
100
0
100
100
100
100
100
100
100
72.5
100
100
100
100
100
100
100
100
100
100
100
100
100
55.9
100
46.4
100
100
100
100
100
100
100
100
100
100
82.6
100
100
75
91.2
100
100
100
100
100
100
100
98.2
100
100
100
100
100
Group companies continued
Name
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Subsidiaries where the effective interest is less than 100% continued
Belgium
Novartis Consumer Health N.V.
Spain
Novartis Consumer Health S.A.
Switzerland
Novartis Consumer Health S.A.
Switzerland
Novartis Consumer Health Schweiz AG
Switzerland
Novartis Consumer Health Services S.A.
England & Wales
Novartis Consumer Health UK Limited
United States
Novartis Consumer Health, Inc.
Austria
Novartis Consumer Health-Gebro GmbH
France
Novartis Sante Familiale S.A.S. (In liquidation)
Indonesia
P.T. SmithKline Beecham Pharmaceuticals
P.T. Sterling Products Indonesia
Panadol GmbH
PHIVCO Jersey II Limited (iv) (v)
PHIVCO Jersey Limited (iv) (v)
PHIVCO UK II Limited
PHIVCO UK Limited
PHIVCO-1 LLC
PHIVCO-2 LLC
PT Glaxo Wellcome Indonesia
PT. Bina Dentalindo (In liquidation)
Shionogi-ViiV Healthcare LLC (iv)
Sino-American Tianjin Smith Kline & French Laboratories Ltd
SmithKline Beecham (Private) Limited
SmithKline Beecham Research Limited
SmithKline Beecham S.A.
SmithKline Beecham-Biomed O.O.O.
Stafford-Miller (Ireland) Limited (ii)
Stafford-Miller Limited
Sterling Drug (Malaya) Sdn Berhad
Sterling Products International, Incorporated (iv)
Stiefel Consumer Healthcare (UK) Limited
Stiefel Egypt LLC (iv)
Stiefel Manufacturing (Ireland) Limited (ii)
ViiV Healthcare (South Africa) (Proprietary) Limited
ViiV Healthcare BV
ViiV Healthcare Company
ViiV Healthcare Finance 1 Limited (iv)
ViiV Healthcare Finance 2 Limited (iv)
ViiV Healthcare GmbH
ViiV Healthcare GmbH
ViiV Healthcare Kabushiki Kaisha
ViiV Healthcare Limited
ViiV Healthcare Overseas Limited
ViiV Healthcare Pty Ltd
ViiV Healthcare Puerto Rico, LLC
ViiV Healthcare S.r.l.
ViiV Healthcare SAS
ViiV Healthcare sprl
ViiV Healthcare Trading LLC
ViiV Healthcare Trading Services UK Limited
ViiV Healthcare UK (No.2) Limited (v)
ViiV Healthcare UK (No.3) Limited
ViiV Healthcare UK (No.4) Limited (iv)
ViiV Healthcare UK Limited
Indonesia
Germany
Jersey
Jersey
England & Wales
England & Wales
United States
United States
Indonesia
Indonesia
United States
China
Sri Lanka
England & Wales
Spain
Russia
Ireland
England & Wales
Malaysia
United States
England & Wales
Egypt
Ireland
South Africa
Netherlands
United States
England & Wales
England & Wales
Germany
Switzerland
Japan
England & Wales
England & Wales
Australia
Puerto Rico
Italy
France
Belgium
Russia
England & Wales
Jersey
England & Wales
England & Wales
England & Wales
63.5
63.5
63.5
63.5
63.5
63.5
63.5
38.1
63.5
99
63.5
63.5
78.3
78.3
78.3
78.3
78.3
78.3
95
63.5
78.3
34.9
99.6
63.5
63.5
97
63.5
63.5
63.5
63.5
63.5
99
63.5
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
78.3
Ordinary
Ordinary
Ordinary
Ordinary
Registered Shares
Ordinary
Common
Ordinary
Ordinary
A Shares
B Shares
A Shares
B Shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
LLC Interests
LLC Interests
A Shares
B Shares
Ordinary
Common Interests
Ordinary
Ordinary
Ordinary
Ordinary
Participation Interest
Ordinary
Ordinary
Non-Cumulative Non
Redeemable Preference
Ordinary
Common
Ordinary
Quota
Ordinary
Ordinary
Ordinary
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Class A Shares
Class B Shares
Class C Shares
Class D1 Preference
Class D2 Ordinary
Ordinary
Ordinary
LLC Interests
Quota
Ordinary
Ordinary
Participation Interest
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
100
100
60
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
55
99.6
100
100
97
100
100
100
100
100
100
99
100
100
100
100
100
100
100
100
100
100
0
0
0
0
100
100
100
100
100
100
100
100
100
100
100
100
GSK Annual Report 2015 257
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Other statutory disclosures
continued
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Group companies continued
Name
Country of
incorporation
Effective %
Ownership
Security
% Held by
Class of Share
Subsidiaries where the effective interest is less than 100% continued
Canada
ViiV Healthcare ULC
United States
ViiV Healthcare Venture LLC
Portugal
ViiV HIV Healthcare Unipessoal Lda
Nigeria
Winster Pharmaceuticals Limited
China
Zhejiang Tianyuan Bio-Pharmaceutical Co. Ltd
Associates
Calci Medica Inc.
Index Ventures Life VI (Jersey) LP
Theravance, Inc. (now Innoviva, Inc.)
JCR Pharmaceuticals Co. Ltd
Kurma Biofund II, FCPR
Longwood Founders Fund LP
River Vision Development Corp.
Joint Ventures
Chiron Panacea Vaccines Private Ltd (In liquidation)
Japan Vaccine Co., Ltd
Japan Vaccine Distribution Co., Ltd
Qualivax Pte Limited
Qura Therapeutics LLC
United States
United States
United States
Japan
France
United States
United States
India
Japan
Japan
Singapore
United States
78.3
78.3
78.3
46.4
95
33.9
25
27.8
24.6
32
28
33
50
50
50
50
50
Common
LLC Interests
Quota
Ordinary
Ordinary
Series A and Junior Preferred
Partnership Interest
Common
Common
Partnership Interest
Partnership Interest
Series A Preferred
100
100
100
100
95
33.9
25
27.8
24.6
32
28
33
i
F
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Key
(i) Directly owned by GlaxoSmithKline plc.
(ii)
Exempt from the provisions of section 347 and 348 of the Companies Act 2014 (Ireland), in accordance with the exemptions
noted in Section 357 of that Act.
(iii) Consolidated as a subsidiary in accordance with section 1162 (4)(a) of the Companies Act 2006 on the grounds of
dominant influence.
(iv) Dormant company.
(v) Tax resident in the UK.
(vi) Entity expected to be disposed of or removed in 2016.
258 GSK Annual Report 2015
Glossary of terms
Terms used in the Annual Report
US equivalent or brief description
Accelerated capital allowances
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.
American Depositary Receipt (ADR)
Receipt evidencing title to an ADS. Each GSK ADR represents two Ordinary Shares.
American Depositary Shares (ADS)
Listed on the New York Stock Exchange; represents two Ordinary Shares.
Basic earnings per share
Basic income per share.
Called up share capital
Ordinary Shares, issued and fully paid.
CER growth
The company
Corporate Integrity Agreement (CIA)
Currency swap
Defined benefit plan
Defined contribution plan
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
Shareholders’ equity.
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Finance lease
Freehold
The Group
GSK
Hedging
Intangible fixed assets
Novartis transaction
Ordinary Share
Profit
Profit attributable to shareholders
Share capital
Share option
Capital lease.
Ownership with absolute rights in perpetuity.
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.
The three-part inter-conditional transaction with Novartis AG involving the Consumer Healthcare,
Vaccines and Oncology businesses completed on 2 March 2015.
A fully paid up ordinary share in the capital of the company.
Income.
Net income.
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
The number of shares outstanding.
An entity in which GSK exercises control.
Treasury stock.
Revenue.
UK Corporate Governance Code
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 2015 259
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Index
Accountability
Accounting principles and policies
Acquisitions and disposals
Adjustments reconciling profit after tax to operating
cash flows
Annual General Meeting 2016
Assets held for sale
Associates and joint ventures
Board governance
Cash and cash equivalents
CEO’s statement
Chairman’s statement
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
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
Exchange rates
Executive Director remuneration
Finance expense
Finance income
Financial instruments and related disclosures
Financial position and resources
Financial statements of GlaxoSmithKline plc, prepared
under UK GAAP
Five year record
Glossary of terms
Goodwill
Group companies
Group financial review
Health for all
Independent Auditors’ report
Inventories
Investments in associates and joint ventures
Investor relations
Key accounting judgements and estimates
Key performance indicators
Leadership and effectiveness
Legal proceedings
Page
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50
41
131
168
166
247
146
14
83
206
Long-term Incentive awards
Major restructuring costs
Movements in equity
Net debt
New accounting requirements
Non-controlling interests
Non-controlling interests in ViiV Healthcare
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
Our approach to risk
Our behaviour
Our Board
Our business
Our global marketplace
Our people
Our planet
Our strategy priorities
Overview of 2015 total pay
Pensions and other post-employment benefits
Pharmaceuticals
Pharmaceutical products, competition and
intellectual property
Pipeline
Post balance sheet events
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 governance
Remuneration policy summary
Remuneration report
Research and development
Responsible business
Risk factors
Segment information
Share capital and control
Share capital and share premium account
Share price
Shareholder information
Taxation
Tax information for shareholders
Trade and other payables
Trade and other receivables
US law and regulation
Vaccines
Viability statement
Page
109
156
181
178
148
189
70
118
142
154
164
167
167
178
153
177
16
44
74
4
8
46
48
12
115
169
18
228
225
204
142
205
161
218
184
246
183
87
116
127
102
4
38
231
149
241
180
241
241
158
244
169
168
248
26
52
260 GSK Annual Report 2015
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
Here you will find downloadable PDFs of:
• Annual Report 2015
• Form 20-F
• Responsible Business Supplement 2015
Brand names
Brand names appearing in italics
throughout this report are trade marks
either owned by and/or licensed to
GSK or associated companies, with the
exception of Prolia, owned by Amgen,
Zofran, owned by Novartis, Trumenba
and Mencevax, owned by Pfizer, Treximet,
owned by Pernix Ireland, Lucozade and
Ribena, owned by Suntory and Nimenrix,
a trade mark of GSK licensed to Pfizer.
Acknowledgements
Printing
Printed at Pureprint Group, ISO 14001.
FSC certified and Carbon Neutral.
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 Ecolabel
certificates for environmental
management.
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 101), the Strategic report and the Remuneration
report. 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 otherwise not be liable. Pages 73
to 101, 130, 211 and 231 to 258 inclusive comprise the
Directors’ Report, pages 2 to 72 inclusive comprise the
Strategic report and pages 102 to 126 inclusive comprise
the Remuneration report, each of which have been drawn
up and presented in accordance with and in reliance upon
English company law and the liabilities of the Directors
in connection with these reports shall be subject to the
limitations and restrictions provided by such law.
Website
GSK’s website www.gsk.com gives additional information
on the Group. Notwithstanding the references we make
in this Annual Report to GSK’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. Other than in accordance
with its legal or regulatory obligations (including under the
UK Listing Rules and the Disclosure and Transparency
Rules of the Financial Conduct Authority), the Group
undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future
events or otherwise. The reader should, however, consult
any additional disclosures that the Group may make in any
documents which it publishes and/or files with the SEC.
All readers, wherever located, should take note of these
disclosures. Accordingly, no assurance can be given that
any particular expectation will be met and shareholders are
cautioned not to place undue reliance on the forward-
looking statements.
Forward-looking statements are subject to assumptions,
inherent risks and uncertainties, many of which relate to
factors that are beyond the Group’s control or precise
estimate. The Group cautions investors that a number of
important factors, including those in this document, could
cause actual results to differ materially from those expressed
or implied in any forward-looking statement. Such factors
include, but are not limited to, those discussed under ‘Risk
factors’ on pages 231 to 240 of this Annual Report. Any
forward-looking statements made by or on behalf of the
Group speak only as of the date they are made and are
based upon the knowledge and information available to the
Directors on the date of this Annual Report.
A number of adjusted measures are used to report the
performance of our business. These measures are defined
on page 54 and a reconciliation of core results to total
results is set out on page 62.
The information in this document does not constitute an
offer to sell or an invitation to buy shares in GlaxoSmithKline
plc or an invitation or inducement to engage in any other
investment activities. Past performance cannot be relied
upon as a guide to future performance. Nothing in this
Annual Report should be construed as a profit forecast.
Assumptions related to 2016-2020 outlook
In outlining the expectations for the five-year period 2016-
2020, the Group has made certain assumptions about
the healthcare sector, the different markets in which the
Group operates and the delivery of revenues and financial
benefits from its current portfolio, pipeline and restructuring
programmes.
For the Group specifically, over the period to 2020 GSK
expects further declines in sales of Seretide/Advair. The
introduction of a generic alternative to Advair in the US has
been factored into the Group’s assessment of its future
performance. The Group assumes no premature loss of
exclusivity for other key products over the period. The
Group’s expectation of at least £6 billion of revenues per
annum on a CER basis by 2020 from products launched in
the last three years includes contributions from the current
pipeline asset Shingrix. This target is now expected to be
met up to two years earlier. The Group also expects volume
demand for its products to increase, particularly in Emerging
Markets.
The assumptions for the Group’s revenue and earnings
expectations assume no material mergers, acquisitions,
disposals, litigation costs or share repurchases for the
Company; and no change in the Group’s shareholdings in
ViiV Healthcare or Consumer Healthcare. They also assume
no material changes in the macro-economic and healthcare
environment.
The Group’s expectations assume successful delivery of the
Group’s integration and restructuring plans over the period
2016-2020. Material costs for investment in new product
launches and R&D have been factored into the expectations
given. The expectations are given on a constant currency
basis and assume no material change to the Group’s
effective tax rate.
GSK Annual Report 2015
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
www.gsk.com
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