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| Name | Symbol | Market | Type |
|---|---|---|---|
| Glaxosmsc 5.25% | LSE:AG99 | London | Medium Term Loan |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 104.50 | 103.00 | 105.70 | 0 | 09:15:13 |
From Nov 2022 to Nov 2024
TIDMAG99
RNS Number : 9486X
GlaxoSmithKline Capital PLC
28 April 2023
Publication of GlaxoSmithKline Capital plc's
Annual Report 2022
Today, 28 April 2023, GlaxoSmithKline Capital plc published on the GSK Group website, www.gsk.com, its Annual Report in respect of the year ended 31 December 2022
In compliance with Listing Rule 9.6.1 of the UK Financial Conduct Authority ("FCA"), copies of GlaxoSmithKline Capital plc's 2022 Annual Report, have been submitted to the UK Listing Authority's NSM submission portal via Electronic Submission System (ESS).
In accordance with the FCA's Disclosure and Transparency Rules 4.1 and 6.3.5, Appendix A to this announcement contains GlaxoSmithKline Capital plc's 2020 Annual Report, which includes a description of the principal risks and uncertainties affecting it together with a responsibility statement.
V A Whyte
Company Secretary
28 April 2023
Cautionary statement regarding forward-looking statements
GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described under Item 3.D 'Risk factors" in the company's Annual Report on Form 20-F for 2022, GSK's Q4 Results for 2022 and any impacts of the COVID-19 pandemic.
Appendix A
GlaxoSmithKline Capital plc
(Registered number: 2258699)
Annual Report
for the year ended 31 December 2022
Registered office address:
980 Great West Road
Brentford
Middlesex
TW8 9GS
GlaxoSmithKline Capital plc
(Registered number: 2258699)
Annual Report
for the year ended 31 December 2022
Contents Pages Strategic report 1-2 Directors' report 3-6 Independent auditors' report 7-14 Income statement 15 Statement of comprehensive income 16 Balance sheet 17 Statement of changes in equity 18 Cash flow statement 19 Notes to the financial statements 20-32
GlaxoSmithKline Capital plc
(Registered number: 2258699)
Strategic report for the year ended 31 December 2022
The Directors present their Strategic report on GlaxoSmithKline Capital plc (the "Company") for the year ended 31 December 2022.
Principal activities and future developments
The Company is a member of the GSK Group (the "Group"). The Company is a public company limited by shares and is incorporated and domiciled in the UK (England). The address of the registered office is 980 Great West Road, Brentford, Middlesex TW8 9GS.
The principal activities of the Company during the financial year were the issuance of notes under the Group's European Medium Term Note programme and US shelf registration and the provision of financial services to other companies within the Group.
The Directors do not envisage any change to the nature of the business in the foreseeable future.
Review of business
At 31 December 2022, the Company had in issue GBP9,230,890,000 European Medium Term Notes and GBP2,688,409,000 US Medium Term Notes (2021: GBP10,519,164,000 and GBP4,994,472,000 respectively) which mature at dates between 2023 and 2045. All notes currently in issue pay interest on a fixed rate basis.
In May 2022, the Company repaid the following notes:
-- USD 1.5 billion 2.875% US Medium Term Note (repaid on 3rd May 2022)
-- USD 2 billion 2.850% US Medium Term Note (repaid on 9th May 2022)
Following the Group's decision to rebalance its portfolio of debt, on 17th November 2022 the Company engaged in a bond buyback exercise of its GBP denominated notes. The following GBP bond notional amounts were accepted for tender as part of the bond buyback:
-- GBP350,051,000 of the GBP 1 billion 5.250% European Medium Term Note 2033
-- GBP522,184,000 of the GBP 1 billion 5.250% European Medium Term Note 2042
-- GBP292,230,000 of the GBP 600 million 3.375% European Medium Term Note 2027
-- GBP429,214,000 of the GBP 800 million 4.250% European Medium Term Note 2045
Following on from the November tender offer, the Group has decided to further repurchase the following bond holdings on 13th February 2023:
-- GBP75,783,000 of the GBP 1 billion 5.250% European Medium Term Note 2033
-- GBP68,700,000 of the GBP 700 million 6.375% European Medium Term Note 2039
The profit for the year of GBP9,474,000 (2021: profit for the year of GBP13,127,000) will be transferred to reserves. The Directors are of the opinion that the current level of activity and the year end financial position are satisfactory and will remain so in the foreseeable future.
Principal risks and uncertainties
The Directors of GSK plc manage the risks of the Group at a group level, rather than at an individual statutory entity level. For this reason, the Company's Directors believe that a discussion of the Group's risks would not be appropriate for an understanding of the development, performance or position of the Company's business. The principal risks and uncertainties of the Group, which include those of the Company, are discussed in the Group's 2022 annual report which does not form part of this report.
Key performance indicators (KPIs)
The Directors of the Group manage the Group's operations on an operating segment basis. For this reason, the Company's Directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the Company's business. The development, performance and position of the Group are discussed in the Group's 2022 annual report which does not form part of this report.
Post balance sheet events
Other than the repayment of bonds noted in the review of business section above no other subsequent events occurred.
Section 172 Companies Act 2006 statement
The Company's governance architecture and processes are operated to ensure that all relevant matters are considered by the Board in its principal decision-making, as a means of contributing to the delivery of the Company's long-term priorities of Innovation, Performance and Trust.
In the performance of its duty to promote the success of the company and the long-term priorities, the Board has agreed to a number of matters, including listening to and considering the views of shareholders and the company's other stakeholders to build trust and ensure it fully understands the potential impacts of the decisions it makes for our stakeholders, the environment and the communities in which we operate.
Further disclosures detailing how, during the year, the Directors addressed the matters set out in Section 172(1) (a) to (f) of the Companies Act, can be found in the consolidated financial statements of the Group, of which the Company is a member and no additional considerations are deemed necessary for the Company as the relevant matters are all considered in the Group accounts. Copies of the consolidated financial statements can be obtained from the Company Secretary, GSK plc, 980 Great West Road, Brentford, Middlesex, TW8 9GS.
By order of the Board
Mr A Walker
For and on behalf of Glaxo Group Limited
Corporate Director
19 April 2023
GlaxoSmithKline Capital plc
(Registered number: 2258699)
Directors' report for the year ended 31 December 2022
The Directors present their report and the audited financial statements of GlaxoSmithKline Capital plc (the "Company") for the year ended 31 December 2022.
Results and dividends
The Company's profit for the financial year is shown in the income statement on page 16.
No dividend is proposed to the holders of ordinary shares in respect of the year ended 31 December 2022 (2021: GBPnil).
Internal control framework
The GSK plc Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance controls, and risk management processes operated by the Group. The Internal Control Framework is the means by which the Group ensures the reliability of financial reporting and compliance with laws and regulations.
To ensure effective governance and promote an ethical culture, the Group has in place the Risk Oversight and Compliance Council. This team of senior leaders is mandated by the Board to assist the Audit and Risk Committee in overseeing risk management and internal control activities. It also provides the business units with a framework for risk management and upward escalation of significant risks, of which the Company operates within. Further information on the Group's Internal Control Framework is discussed in the Group's 2022 Annual Report which does not form part of this report.
Financial risk
The Company issues notes under the Group's European Medium Term Note programme and US shelf registration in order to meet anticipated funding requirements for the Group. The strategy is to diversify liquidity sources using a range of facilities and to maintain broad access to funding markets. Details of derivative financial instruments and hedging, and further information on risk management policies, exposures to market, credit and liquidity risk are disclosed in Note 2 (n) and Note 4 respectively.
The Company manages its cash flow interest rate risk on its forecasted Euro and US Dollar denominated notes issued under the Group's European Medium Term Note programme and US shelf registration using treasury gilt locks and interest rate swaps. In addition, the Company 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.
Directors and their interests
The Directors of the Company who were in office during the year and up to the date of signing the financial statements were as follows:
Mr I Mackay
Edinburgh Pharmaceutical Industries Limited
Glaxo Group Limited
No Director had, during the year or at the end of the year, any material interest in any contract of significance to the Company's business with the exception of the Corporate Directors, where such an interest may arise in the ordinary course of business. A corporate director is a legal entity of the Group as opposed to a natural person (an individual) Director.
Directors' indemnity
Each of the Directors benefits from an indemnity given by the Company under its articles of association. This indemnity is in respect of liabilities incurred by the Director in the execution and discharge of their duties.
In addition, each of the Directors who is an individual benefits from an indemnity given by another Group company, GlaxoSmithKline Services Unlimited. This indemnity is in respect of liabilities arising out of third party proceedings to which the Director is a party by virtue of their engagement in the business of the Company.
Directors' interests
The following interests of the Director in office in the shares of the ultimate parent undertaking, GSK plc, at the year end have been notified to the Company.
Hot Features
Premium
Ordinary shares
------------------------------------------------------------------------------
At 31 Dec Granted Exercised/Lapsed At 31 Dec
2021 2022
------------------------- ---------- -------- ----------------- ----------
Performance Share Plans
Mr I Mackay 779,782 267,670 - 783,978
At 31 Dec Granted Exercised/Lapsed At 31 Dec
2021 2022
Performance Share Plans
- 2 Year Deferral
Mr I Mackay - 157,965 - 157,965
Deferred Annual Bonus
Plan
Mr I Mackay 71,972 55,030 - 127,002
Beneficial interests
Mr I Mackay - - - -
All share awards are over ordinary shares of GSK plc.
Further details of the above-mentioned Plans are disclosed in the 2022 Annual Report of GSK plc.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these 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 whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors 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 following items have been included in the Strategic report on page 1:
-- principal activities and future developments;
-- review of business;
-- principal risks and uncertainties
-- key performance indicators;
-- risks associated with COVID-19; and
-- section 172 Companies Act 2006 Statement.
Corporate Governance
As a subsidiary company of the Group which is listed on the New York and London Stock Exchanges, the Company has chosen to follow the developed governance practices and processes of the group that are fit for purpose rather than a Corporate Governance code.
The Directors have applied an undocumented system of governance by:
(a) Promoting the purpose of the Group to deliver manufacturing and distribution of medicines through its subsidiaries' operations.
(b) Regularly reviewing its composition to ensure that it has an appropriately diverse balance of skills, backgrounds, experience and knowledge and that individual directors have sufficient capacity to make a valuable contribution.
(c) To support effective decision-making Directors take into account the System of Internal Control and the Code of Conduct when acting in their capacity as a Director of the Company.
(d) In accordance with the governance practices and processes that it adopts, the Board is supported by Systems of Internal Control to identify opportunities to create and preserve value.
(e) Having regard to and fostering good stakeholder relationships.
Stakeholder engagement
The Company aims to build enduring relationships with all its stakeholders in the countries where it operates. The Company works with its business partners in an honest, respectful and responsible way and seeks to work with others who share the Company's commitments to safety, ethics and compliance.
On behalf of the Company, the Group participates in industry associations that offer opportunities to share good practices and collaborate on issues of importance. Additionally, the Group works with stakeholders on a range of issues that are relevant to its business and relating to regulatory compliance matters.
Disclosure of information to auditors
As far as each of the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and the Directors have taken all the steps that ought to have been taken as a director to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Going concern basis
Having assessed the principal risks of the Company and other matters the Directors are of the opinion that the current level of activity remains sustainable. The Directors have taken into account that as part of the Group, the Company has the ability to request support from the Group where necessary and can take actions to ensure business continuity through operational channels, as well as the ability to manage variable costs. On the basis of those considerations, the Directors believe that it remains appropriate to adopt the going concern basis of accounting in preparing the financial statements.
Independent auditors
Deloitte LLP have been appointed to act as the Company's auditors by a resolution of the Board of Directors in accordance with s489(3) Companies Act 2006. A resolution of the members to re-appoint Deloitte LLP as auditors was passed at the Annual General Meeting of the Company held on 19 April 2022 in accordance with s489(4) Companies Act 2006.
By order of the Board
Mr A Walker
For and on behalf of Glaxo Group Limited
Corporate Director
19 April 2023
Independent auditors' report to the members of GlaxoSmithKline Capital plc
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of GlaxoSmithKline Capital plc (the 'company'):
-- give a true and fair view of the state of the company's
affairs as at 31 December 2022 and of its profit for the
year then ended;
-- have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice including
Financial Reporting Standard 101 "Reduced Disclosure Framework";
and
-- have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements which comprise:
-- the income statement;
-- the statement of comprehensive income;
-- the balance sheet;
-- the statement of changes in equity;
-- the cash flow statement; and
-- the related notes 1 to 24.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit services prohibited by the FRC's Ethical Standard to the company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
-- Valuation of borrowings; and
-- Valuation of intercompany loan receivables.
Materiality
The materiality that we used in the current year was GBP119 million which was determined on a range of measures including total assets and external debt.
Scoping
Our audit of the company was scoped by obtaining an understanding of the entity and its environment, including relevant controls, and assessing the risk of material misstatement at the entity level.
Significant Changes in our approach
There have been no significant changes in approach since the prior year.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:
-- Evaluating the assumptions on which management's assessment is based including the company's
access to sources of internal and external financing and the current macroeconomic conditions;
-- Reading analyst reports, industry data and other external information to determine if it provided
corroborative or contradictory evidence in relation to management's assumptions; and
-- Evaluating the company's appropriateness of the going concern disclosures in line with the
requirements of IAS 1.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of borrowings
Key audit matter The company issues external borrowings under
description its European Medium Term Note (EMTN) and
US Shelf Programme on behalf of other GSK
Group entities. This has resulted in the
recognition of material borrowing amounts
including:
* Short-term borrowings: GBP2.1 billion (2021: GBP2.6
billion); and
* Long-term borrowings: GBP9.8 billion (2021: GBP12.9
billion).
Key audit matter These external borrowings are recognised
description (continued) as financial liabilities measured at amortised
cost at the original effective interest rate,
computed based on the bond proceeds, costs
of issuance, coupon payments and redemption
value. In the current year, the external
borrowings decreased by GBP3.6 billion due
to the repayment of bonds during 2022.
Due to the magnitude of the external debt
held by the company, we have identified a
key audit matter with respect to the calculation
of the effective interest rate and carrying
value of the borrowings under IFRS 9.
Borrowings are disclosed in Note 14 of the
financial statements with fair value disclosure
in Note 16 of the financial statements. The
accounting policy for borrowings is disclosed
in Note 2 of the financial statements.
How the scope of We performed the following audit procedures:
our audit responded
to the key audit * Agreed bond proceeds, bond costs, coupon rate and
matter redemption values to underlying agreements and term
sheets;
* Recalculated the effective interest rate and the
carrying value of each bond using the key inputs
outlined above per the underlying agreements;
* Assessed the appropriateness of the accounting
treatment applied for borrowings including the
recognition at amortised cost in line with IFRS 9
requirements;
* Agreed the inputs used for the fair value disclosures
in the notes to the financial statements to an
independent source; and
* Evaluated the appropriateness of disclosures in
respect to these liabilities included in the notes to
the financial statements.
Key observations We are satisfied that the calculation of
the effective interest rate and carrying
value of the external borrowings balance
has been correctly calculated and appropriately
recorded in accordance with IFRS 9.
Valuation of intercompany loan receivables
Key audit matter The bonds issued by the company are subsequently
description loaned to GlaxoSmithKline Group companies.
This is divided as follows:
* Short-term intercompany loan receivables: GBP2.2
billion (2021: GBP2.7 billion); and
* Long-term intercompany loan receivables: GBP9.8
billion (2021: GBP13 billion).
These are recognised as financial assets
measured at amortised cost at the original
effective interest rate, computed based on
the loan issued, coupon payments and redemption
value. As such, we identified a key audit
matter relating to the calculation of the
effective interest rate and carrying value
of the intercompany loan receivables balance
under IFRS 9.
Key audit matter
description (continued) Intercompany loan receivables are disclosed
in Note 11 of the financial statements with
the accounting policies disclosed in Note
2 of the financial statements.
How the scope of We performed the following audit procedures:
our audit responded * Agreed loan amounts, coupon rate and redemption
to the key audit values to underlying agreements;
matter
* Recalculated the effective interest rate and the
carrying value of each intercompany loan using the
key inputs outlined above per the underlying
agreements;
* Reviewed board minutes for the completeness of all
loans entered into in the period;
* Assessed the appropriateness of the accounting
treatment applied for intercompany loans including
the recognition at amortised cost and provisioning of
expected credit losses in line with IFRS 9
requirements; and
* Evaluated the appropriateness of disclosures in
respect to these assets included in the notes to the
financial statements.
Key observations We are satisfied that the calculation of
the effective interest rate and carrying
value of the intercompany loan receivables
has been correctly calculated and appropriately
recorded in accordance with IFRS 9.
6. Our application of materiality
Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality GBP119 million (2021: GBP156
million)
Basis for determining In determining materiality, we applied
materiality a range of measures. Our determined materiality
of GBP119 million represents 1% of total
assets and 1% of total external debt*.
This range has remained unchanged from
2021.
The decrease in materiality from the
previous year is due to the decrease
in external borrowings of GBP3.6 billion
and associated decrease in intercompany
receivables from the lending of the proceeds
to other entities within the group.
*External debt is defined as short-term
and long-term borrowings.
Rationale for the benchmark The company is the main UK debt issuer
applied of the GlaxoSmithKline Group. As such,
total assets and external debt were determined
to be the most appropriate benchmarks
to apply as they relate to the primary
focus of management, shareholders and
lenders in assessing the performance
on the entity.
Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2022 audit (2021: 70%). In determining performance materiality, we considered the following factors:
-- our risk assessment, including our assessment of the company's overall control environment; and
-- our past experience of the audit, which has indicated a low number of corrected and uncorrected misstatements identified in prior periods.
Error reporting threshold
We agreed with the Board of Directors that we would report to them all audit differences in excess of GBP6.0 million (2021: GBP7.8 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Board of Directors on disclosure matters that we identified when assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
Scoping
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risk of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
Our consideration of the control environment
We obtained an understanding of the company's control environment through audit procedures over the in-scope processes for the purpose of the GlaxoSmithKline plc Group audit. Subsequently, as part of our statutory audit process, we have performed additional audit procedures in order to obtain an understanding of all other key company processes. We structured our audit approach to reflect how the company is organised as well as ensuring our audit was both effective and risk focused. Based on our scope and determination of audit approach, the audit engagement team have obtained an understanding of the relevant controls over the financial reporting process and have adopted a fully substantive approach for the audit of the financial statements.
8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
10. Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
-- the nature of the industry and sector, control environment
and business performance including the design of the company's
remuneration policies, key drivers for directors' remuneration,
bonus levels and performance targets;
-- results of our enquiries of management and the Board of
Directors about their own identification and assessment
of the risks of irregularities;
-- any matters we identified having obtained and reviewed
the company's documentation of their policies and procedures
relating to:
o identifying, evaluating and complying with laws
and regulations and whether they were aware of
any instances of non-compliance;
o detecting and responding to the risks of fraud
and whether they have knowledge of any actual,
suspected or alleged fraud;
o the internal controls established to mitigate risks
of fraud or non-compliance with laws and regulations;
and
-- the matters discussed among the audit engagement team
and relevant internal specialists including tax specialists
regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.
Audit response to risks identified
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.
Our procedures to respond to risks identified included the following:
-- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
-- enquiring of management, the Board of Directors and in-house and external legal counsel concerning actual and potential litigation and claims;
-- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
-- reading minutes of meetings of those charged with governance, reviewing internal audit reports; and
-- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
-- 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; and
-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.
13. Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
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, or returns adequate for our audit have not been received from branches not visited by us; or
-- the financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
Directors' remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors' remuneration have not been made.
We have nothing to report in respect of this matter.
14. Other matters which we are required to address
Auditor tenure
We were appointed by the Board of Directors on 30 May 2018 to audit the financial statements for the year ending 31 December 2018 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is five years, covering the years ending 31 December 2018 to 31 December 2022.
Consistency of the audit report with the additional report to the Board of Directors
Our audit opinion is consistent with the additional report to the Board of Directors we are required to provide in accordance with ISAs (UK).
15. Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
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.
Deloitte LLP
Statutory Auditors
London, United Kingdom
19 April 2023
GlaxoSmithKline Capital plc
Income statement
for the year ended 31 December 2022
2022 2021
Note GBP'000 GBP'000
-------------------------- ----- ---------- ----------
Other operating loss 6 2,797 (1,434)
Finance income 8 480,543 454,369
Finance expense 9 (471,643) (436,729)
-------------------------- ----- ---------- ----------
Operating profit 11,697 16,206
-------------------------- ----- ---------- ----------
Profit before taxation 11,697 16,206
Tax on profit 10 (2,223) (3,079)
-------------------------- ----- ---------- ----------
Profit for the financial
year 9,474 13,127
-------------------------- ----- ---------- ----------
The results disclosed above for both the current year and prior year relate entirely to continuing operations.
The notes on pages 21 to 33 are an integral part of these financial statements.
GlaxoSmithKline Capital plc
Statement of comprehensive income
for the year ended 31 December 2022
2022 2021
Note GBP'000 GBP'000
---------------------------------------------- ----- -------- --------
Profit for the financial year 9,474 13,127
Items that may be subsequently reclassified
to the income statement:
Reclassification of cash flow hedges to
the income statement 5,584 3,708
Deferred tax on fair value movements and
reclassification on cash flow hedges 10 (1,396) (704)
Changes in tax rates - 1,047
---------------------------------------------- ----- -------- --------
Other comprehensive income / (expense)
for the financial year 4,188 4,051
---------------------------------------------- ----- -------- --------
Total comprehensive income for the financial
year 13,662 17,178
---------------------------------------------- ----- -------- --------
The notes on pages 21 to 32 are an integral part of these financial statements.
GlaxoSmithKline Capital plc
Balance sheet as at 31 December 2022
2022 2021
Note GBP'000 GBP'000
--------------------------------------- ----- ------------- -------------
Non-current assets
Deferred tax assets 10 2,968 4,364
Trade and other receivables 11 9,794,173 12,931,472
--------------------------------------- ----- ------------- -------------
Total non-current assets 9,797,141 12,935,836
--------------------------------------- ----- ------------- -------------
Current assets
Trade and other receivables 11 2,236,637 2,682,990
Prepayments and accrued income 12 113,755 142,579
Cash and cash equivalents 1 4
--------------------------------------- ----- ------------- -------------
Total current assets 2,350,393 2,825,573
--------------------------------------- ----- ------------- -------------
Total assets 12,147,534 15,761,409
--------------------------------------- ----- ------------- -------------
Current liabilities
Trade and other payables 13 - (4,196)
Short-term borrowings 14 (2,145,952) (2,595,811)
Accruals and deferred income 15 (106,364) (134,512)
Corporation tax (2,223) (3,079)
--------------------------------------- ----- ------------- -------------
Total current liabilities (2,254,539) (2,737,598)
--------------------------------------- ----- ------------- -------------
Net current assets 95,854 87,975
--------------------------------------- ----- ------------- -------------
Total assets less current liabilities 9,982,995 13,023,811
--------------------------------------- ----- ------------- -------------
Non-current liabilities
Long-term borrowings 14 (9,773,347) (12,917,825)
--------------------------------------- ----- ------------- -------------
Total non-current liabilities (9,773,347) (12,917,825) --------------------------------------- ----- ------------- ------------- Total liabilities (12,027,886) (15,655,423) --------------------------------------- ----- ------------- ------------- Net assets 119,648 105,986 Equity Called up share capital 20 100 100 Other reserves 21 (8,902) (13,090) Retained earnings 128,450 118,976 --------------------------------------- ----- ------------- ------------- Total equity 119,648 105,986 --------------------------------------- ----- ------------- -------------
The notes on pages 20 to 32 are an integral part of these financial statements.
The financial statements on pages 15 to 32 were approved by the Board of Directors on 19 April 2023 and signed on its behalf by:
Mr A Walker
For and on behalf of Glaxo Group Limited
Corporate Director
GlaxoSmithKline Capital plc
Statement of changes in equity for the year ended 31 December 2022
Called
up share Retained Total
capital Other reserves earnings equity
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2021 100 (17,141) 105,849 88,808
Profit for the year - - 13,127 13,127
Other comprehensive income/(expense)
for the financial year - 4,051 - 4,051
-------------------------------------- ---------- --------------- ---------- --------
At 31 December 2021 100 (13,090) 118,976 105,986
-------------------------------------- ---------- --------------- ---------- --------
Profit for the year - - 9,474 9,474
Other comprehensive income/(expense)
for the financial year - 4,188 - 4,188
-------------------------------------- ---------- --------------- ---------- --------
At 31 December 2022 100 (8,902) 128,450 119,648
-------------------------------------- ---------- --------------- ---------- --------
The notes on pages 20 to 32 are an integral part of these financial statements.
GlaxoSmithKline Capital plc
Cash flow statement for the year ended 31 December 2022
2022 2021
Note GBP'000 GBP'000
-------------------------------------- ----- ------------ ------------
Cash flows from operating activities
Operating profit 11,697 16,206
Adjustments reconciling operating
profit to operating cash flows 31,127 17,690
Taxation paid (3,079) (4,134)
Net cash inflow from operating
activities 18 39,745 29,762
-------------------------------------- ----- ------------ ------------
Cash flows from financing activities
Proceeds from borrowings (4,414,769) -
Repayment of borrowings - (2,245,148)
Loans provided to Group undertakings - (1,430,056)
Loan repayments received from
Group undertakings 4,357,442 3,681,300
(Increase) / decrease in other
receivables with Group undertakings 17,579 (35,858)
Net cash outflow from financing
activities (39,748) (29,762)
-------------------------------------- ----- ------------ ------------
Net movement in cash in the year (3) -
-------------------------------------- ----- ------------ ------------
Cash at beginning of year 4 4
Movement in cash (3) -
-------------------------------------- ----- ------------ ------------
Cash at end of year 1 4
-------------------------------------- ----- ------------ ------------
The notes on pages 20 to 32 are an integral part of these financial statements.
GlaxoSmithKline Capital plc
Notes to the financial statements for the year ended 31 December 2022
1. Presentation of the financial statements
General information
GlaxoSmithKline Capital plc (the "Company") is a public company limited by shares and is incorporated and domiciled in the UK (England and Wales). The address of the registered office is 980 Great West Road, Brentford, Middlesex TW8 9GS.
The Company is a member of the GSK Group (the "Group"). The Company's principal activity is the issuance of notes under the Group's European Medium Term Note programme and US shelf registration and the provision of financial services to other companies within the Group.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied, unless otherwise stated.
(a) Basis of preparation
The financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" ("FRS 101") to requirements set by the International Financial Reporting Standards (IFRS).
Going concern
Having assessed the principal risks of the Company and other matters the Directors are of the opinion that the current level of activity remains sustainable. The Directors have taken into account that as part of the Group, the Company has the ability to request support from the Group where necessary and can take actions to ensure business continuity through operational channels, as well as the ability to manage variable costs. On the basis of those considerations, the Directors believe that it remains appropriate to adopt the going concern basis of accounting in preparing the financial statements.
These financial statements have been prepared on the going concern basis under the historical cost convention and in accordance with the Companies Act 2006 as applicable to companies using FRS 101.
Disclosure exemptions adopted
In preparing these financial statements, the Company has taken advantage of some disclosure exemptions conferred by FRS 101. Therefore these financial statements do not include:
-- Paragraph 38 of IAS 1 "Presentation of financial statements" comparative information requirements in respect of:
o paragraph 79(a) (iv) of IAS 1;
o 16 (statement of compliance with all IFRS); and
o 38B-D (additional comparative information);
-- Paragraph 30 and 31 of IAS 8 "Accounting policies, changes in accounting estimates and errors" (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective);
-- Paragraph 17 of IAS 24 "Related party disclosures" (key management compensation); and
-- The requirements in IAS 24 "Related party disclosures" to disclose related party transactions entered into between two or more wholly owned members of a group.
The financial statements of GSK plc can be obtained as described in Note 2(b)
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
(b) Ultimate and immediate parent undertaking
The Company is a wholly owned subsidiary of the ultimate parent company. GSK plc, a company registered in England and Wales, is the Company's ultimate parent undertaking and controlling party. The largest and smallest group of undertakings for which group financial statements are prepared and which include the results of the Company are the consolidated financial statements of GSK plc. Copies of the consolidated financial statements can be obtained from the Company Secretary, GSK plc, 980 Great West Road, Brentford, Middlesex TW8 9GS. The immediate parent undertaking is SmithKline Beecham Limited. These financial statements are separate financial statements.
(c) Foreign currency transactions
Foreign currency transactions are booked in the functional currency of the Company at the exchange rate ruling on the date of the transaction. Foreign currency monetary assets and liabilities are translated into the functional currency at rates of exchange ruling at the balance sheet date. Exchange differences are included in the income statement. The functional and presentation currency of the Company is Pounds Sterling.
(d) Other operating income
Management service fees are recognised in other operating income on an accruals basis.
(e) Finance income and expense
Finance income and expenses are recognised on an accruals basis using the effective interest method.
(f) Financial assets
Financial assets are measured at amortised cost, fair value through other comprehensive income ('FVTOCI') or fair value through profit or loss ('FVTPL'). The measurement basis is determined by reference to both the business model for managing the financial asset and the contractual cash flow characteristics of the financial asset.
(g) Impairment of financial assets
Expected credit losses are recognised in the income statement on financial assets measured at amortised cost.
For financial assets a 12-month expected credit loss ("ECL") allowance is recorded on initial recognition. If there is evidence of a significant increase in the credit risk of an asset, the allowance is increased to reflect the full lifetime ECL. If there is no realistic prospect of recovery, the asset is written off.
(h) Trade and other receivables
For Trade and other receivables, the general approach is used where the entity recognises the losses that are expected to result from all possible default events over the expected life of the receivable, when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the receivable has not increased significantly since initial recognition, the entity measures the expected loss allowance based on losses that are expected to result from default events that are possible within 12 months after the reporting date. When a trade and other receivable is determined to be uncollectable it is written off, firstly against any expected credit loss allowance available and then to the income statement/statement of comprehensive income.
Subsequent recoveries of amounts previously provided for are credited to the income statement. Long-term receivables are discounted where the effect is material.
(i) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions. They are readily convertible into known amounts of cash and have an insignificant risk of changes in value.
(j) Other payables
Other payables are initially recognised at fair value and then held at amortised cost using the effective interest method. Long-term payables are discounted where the effect is material.
(k) Borrowings
All borrowings, which comprise notes issued under the Group's European Medium Term Note programme and US shelf registration, 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.
(l) Managing interest rate benchmark reform
In 2021, the Company conducted an exercise to transfer all its loans to or from group undertakings to the replacement risk free interest rates (in the currencies where the interest rates have been reformed globally). Consequently it no longer had any exposures to IBOR in these currencies at 31 December 2021 and no further action was taken in 2022.
(m) Taxation
Current tax is provided at the amounts expected to be paid or refunded applying the 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 differences 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.
(n) Derivative financial instruments and hedging
Derivative financial instruments can be used by the Company to manage exposure to market risks. The Company does not hold or issue derivative financial instruments for trading or speculative purposes and does not currently hold any derivative financial instruments.
Derivative financial assets and liabilities are classified as held-for trading and are measured at fair value. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement.
The Company carries a balance in other comprehensive income that arose from using treasury gilt locks and forward starting interest rate swaps for pre-hedging fluctuations in long-term interest rates when pricing bonds issued in prior and current years.
3. Critical accounting judgements and key sources of estimation uncertainty
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. There are no required estimates or assumptions made in the valuation of intercompany loans and borrowings.
The Directors do not consider that there are any critical accounting judgements that have been made in the process of applying the Company's accounting policies and that have had a significant effect on the amounts recognised in the financial statements. There have been no significant estimates or assumptions which are likely to cause a material adjustment to the carrying amount of assets and liabilities within the next financial year.
4. Financial risk management
Risk management is carried out by the Group's Corporate Treasury under policies and procedures approved annually by the Group's Board of Directors, most recently on 12 October 2022. The role of Corporate Treasury is to monitor and manage the Group's external and internal funding requirements and financial risks, covering foreign exchange, interest rate, liquidity, and credit risks in support of the Group's strategic objectives. A Treasury Management Group meeting, chaired by the Group's Chief Financial Officer, also takes place on a quarterly basis to review treasury activities.
(a) Market risk
(i) Foreign exchange risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US dollar and Euro, in respect of bonds issued under the Group's European Medium Term Note programme and US shelf registration.
The net proceeds of bond issuances received are subsequently advanced as loans to other Group undertakings in the same currency which minimises the foreign translation exposure within the Company. On this basis, foreign exchange risk is not considered material and the Company has not prepared a sensitivity analysis.
(ii) Interest rate risk
The Group'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 net amount of floating rate debt to a specific cap, reviewed and agreed no less than annually by the GSK Board.
The Company's interest rate risk arises mainly from deposits with Group undertakings and cash held at floating rates which expose the Company to interest rate risk. The Company has unsecured borrowings, comprised of notes issued under the Group's European Medium Term Note programme and US shelf registration, all of which are at fixed rates, and expose the Company to fair value interest rate risk.
The table below hypothetically shows the Company's sensitivity to changes in interest rates in relation to Euro, Sterling and US dollar floating rate financial assets. If interest rates applicable to floating rate financial assets were to have increased by 1% (100 basis points), and assuming all other variables had remained constant, it is estimated that the Company's finance income for 2022 would have increased by approximately GBP1,964,000 (2021: GBP2,052,000 increase in finance income). If the applicable interest rate were to have increased by 1.5%, the financial income for 2022 would have increased by approximately GBP2,946,000 (2021: GBP3,078,000 increase in finance income).
2022 2021
Increase Increase
in income in income
GBP'000 GBP'000
--------------------------------- ----------------- --- ------------ -------------
1% (100 basis points) increase in Euro interest
rates (2021: 1%) 702 560
1% (100 basis points) increase in Sterling
interest rates (2021: 1%) 1,022 953
1% (100 basis points) increase in US dollar
interest rates (2021: 1%) 240 539
1.5% (150 basis points) increase in Euro interest
rates (2021: 1.5%) 1,054 840
1.5% (150 basis points) increase in Sterling
interest rates (2021: 1.5%) 1,533 1,430
1.5% (150 basis points) increase in US dollar
interest rates (2021: 1.5%) 359 808
--------------------------------------------------------- ------------ -----------
The tables below illustrate the currency and interest rate profiles arising from the Company's borrowings, loans and receivable balances.
Currency and interest rate risk profile of borrowings
Fixed rate
-----------------------------------
At 31 December Average
2022 Weighted years for
average interest which rate Floating
rate is fixed Fixed rate rate Total
Currency % GBP'000 GBP'000 GBP'000
------------------ ------------------ --------------- ------------- --------- -------------
US dollars 2.3 3 (2,688,409) - (2,688,409)
Sterling 5.6 13 (3,966,581) - (3,966,581)
Euro 1.5 3 (5,264,309) - (5,264,309)
Total borrowings 3.3 6 (11,919,299) - (11,919,299)
------------------ ------------------ --------------- ------------- --------- -------------
Fixed rate
-----------------------------------
At 31 December Weighted Average years
2021 average interest for which Floating
rate rate is fixed Fixed rate rate Total
Currency % GBP'000 GBP'000 GBP'000
------------------ ------------------ --------------- ------------- --------- -------------
US dollars 2.7 2 (4,994,473) - (4,994,473)
Sterling 4.1 14 (5,537,025) - (5,537,025)
Euro 1.5 4 (4,982,138) - (4,982,138)
Total borrowings 2.8 7 (15,513,636) - (15,513,636)
------------------ ------------------ --------------- ------------- --------- -------------
Currency and interest rate risk profile of loans and receivables
At 31 December 2022 Fixed rate Floating Total
rate
Currency GBP'000 GBP'000 GBP'000
----------------------------- ------------------ --------- -----------
US dollars 2,691,657 - 2,691,657
Sterling 4,042,780 - 4,042,780
Euro 5,296,254 - 5,296,254
Total loans and receivables 12,030,691 - 12,030,691
------------------------------- ------------------ --------- -----------
At 31 December 2021 Fixed rate Floating Total
rate
Currency GBP'000 GBP'000 GBP'000
----------------------------- ------------------ --------- -----------
US dollars 5,010,066 - 5,010,066
Sterling 5,598,345 - 5,598,345
Euro 5,005,875 - 5,005,875
Total loans and receivables 15,614,286 - 15,614,286
------------------------------- ------------------ --------- -----------
2022 2021
Net currency exposure GBP'000 GBP'000
-------- --------
US dollars 3,249 15,593
Euro 31,945 23,738
35,194 39,331
----------------------- -------- --------
(b) Credit risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and arises from cash and cash equivalents, favourable derivative financial instruments and deposits held with banks and financial institutions, and outstanding loans and receivables. The Group sets global counterparty limits for each of its banking and investment counterparties based on long-term credit ratings from Standard and Poor's and Moody's Investor Services ("Moody's"). Usage of these limits is monitored daily and Corporate Treasury actively manages its exposure to credit risk, reducing surplus cash balances wherever possible.
There are no financial assets that are past due or impaired as at 31 December 2022 (2021: GBPnil).
The Company did not hold any collateral as security or obtained other credit enhancements as at 31 December 2021 (2021: GBPnil).
The Company considers its maximum exposure to credit risk at 31 December 2022, without taking into account any collateral held or other credit enhancements, to be GBP12,144,567,000 (2021: GBP15,757,047,000) being the total of the Company's financial assets of which the balances are all held within the GSK Group.
(c) Liquidity risk
Liquidity is managed centrally by the Group by borrowing in order to meet anticipated funding requirements. The Group's cash flow forecast and funding requirements are monitored on a monthly basis by the Treasury Management Group and the strategy is to have diversified liquidity sources using a range of facilities and to maintain broad access to funding markets.
5. Capital management
The Group's financial strategy supports its strategic priorities and is regularly reviewed by the Board. The capital structure of the Group is managed through an appropriate mix of debt and equity in order to optimise returns to shareholders whilst maintaining the Group's credit ratings that provide the Company with flexibility to access debt capital markets on attractive terms under the Group's European Medium Term Note programme and US shelf registration.
The capital structure of the Company consists of net debt of GBP11,919,298,000 (2021: GBP15,513,632,000) and shareholders' funds of GBP118,714,000 (2021: GBP105,986,000) (see Statement of changes in equity).
6. Operating profit
2022 2021
GBP'000 GBP'000
---------------------------------------------------- -------- --------
The following items have been credited / (charged)
in operating profit:
Exchange gains / (losses) on foreign
currency transactions 2,862 (1,372)
Management fee (64) (62)
Other (expense)/income (1) -
------------------------------------------------------ -------- --------
GlaxoSmithKline Services Unlimited provides various services and facilities to the Company including finance and administrative services for which a management fee was charged. Included in the management fee is a charge for auditors' remuneration of GBP39,600 (2021: GBP37,900).
The disclosure of fees payable to the auditor and its associates for other (non-audit) services has not been made and has been disclosed in the Group's 2022 Annual Report which does not form part of this report.
7. Employees
All of the Group's UK employees are remunerated by GlaxoSmithKline Services Unlimited and receive no remuneration from the Company. A management fee is charged by GlaxoSmithKline Services Unlimited for services provided to the Company (see Note 6). The Company has no employees.
8. Finance income
2022 2021
GBP'000 GBP'000
----------------------------------------------- -------- --------
Interest income arising from financial assets
at amortised cost 480,543 454,369
------------------------------------------------ -------- --------
9. Finance expense
2022 2021
GBP'000 GBP'000
--------------------------------------------------- ---------- ----------
Interest expense arising on financial liabilities
at amortised cost (466,059) (433,021)
Reclassification of cash flow hedge from other
comprehensive income (5,584) (3,708)
Total finance expense (471,643) (436,729)
----------------------------------------------------- ---------- ----------
10. Taxation
2022 2021
Income tax charge on profit GBP'000 GBP'000
---------------------------------------------- -------- --------
Current tax:
UK corporation tax at 19.00% (2021: 19.00%) (2,223) (3,079)
-----------------------------------------------
Total current tax (2,223) (3,079)
----------------------------------------------- -------- --------
The tax assessed for the year is the same (2021: same) as the standard rate of corporation tax in the UK for the year ended 31 December 2022 of 19.00% (2021: 19.00%). The differences are explained below:
2022 2021
Reconciliation of total GBP'000 GBP'000
tax charge
----------------------------------------------- --------- ---------
Profit on ordinary activities
before taxation 11,697 16,206
Tax on ordinary activities at the UK standard
rate 19.00% (2021: 19.00%) (2,223) (3,079)
Effects of:
Permanent disallowables - interest treated
as paid by ultimate parent 88,728 82,444
Permanent deductions - Group relief
received for no
payment (88,728) (82,444)
------------------------------------------------ --------- ---------
Total tax charge for
the year (2,223) (3,079)
-------------------------------------------------- --------- ---------
Factors that may affect future tax charges:
An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This will increase the Company's future current tax charge accordingly. The deferred tax asset at 31 December 2022 has been calculated based on these rates, reflecting the expected timing of reversal of the related temporary differences (2021: 19%).
2022 2021
Total tax (expense) / credit included in GBP'000 GBP'000
other comprehensive income
----------------------------------------------------- ------------- --------
Deferred tax:
Fair value movements and reclassification on cash
flow hedges (1,396) (704)
Change in tax rates - 1,047
------------------------------------------------------ ------------- --------
Total tax (expense) / credit included in other
comprehensive income (1,396) 343
----------------------------------------------------- ------------- --------
Other net
temporary
differences Total
Movement in deferred tax assets GBP'000 GBP'000
and liabilities
------------- --------
At 1 January 2022 4,364 4,364
Credit to comprehensive
income (1,396) (1,396)
At 31 December 2022 2,968 2,968
------------------------------------------------------ ------------- --------
11. Trade and other receivables
2022 2021
GBP'000 GBP'000
----------- -----------
Amounts due within one year
Amounts owed by Group undertakings 2,236,637 2,682,990
Amounts due after more than
one year
Long term deposits 120 176
Amounts owed by Group undertakings 9,794,053 12,931,296
12,030,810 15,614,462
------------------------------------ ----------- -----------
Amounts due within one year include deposits with Group undertakings of GBP94,201,000 (2021: GBP109,859,000) which are unsecured, repayable within one year and earn a market rate of interest (based on the benchmark risk-free rate applicable to each currency minus 0.025%) that is consistent with the Group's policy.
Amounts due within one year also include the net proceeds of bond issuances that have been advanced as loans to Group undertakings of GBP2,142,436,000 (2021: GBP2,573,131,000) which are unsecured with interest charged between 0.10% and 0.78% per annum (2021: between 3.09% and 3.20% per annum).
Amounts due after more than one year include the net proceeds of bond issuances that have been advanced as loans to Group undertakings totalling GBP9,691,844,000 (2021: GBP12,835,947,000), which are unsecured with interest charged at between 1.17% and 6.50% per annum and repayable at maturity dates between 2024 and 2045 and also include a call account with GlaxoSmithKline Finance plc of GBP102,209,000 (2021: GBP95,349,000) which is unsecured, repayable on demand and earns a market rate of interest (based on the benchmark risk-free rate applicable minus 0.05%) which is consistent with the Group's policy. The call account balance is classified as a non-current asset as the amounts are not expected to be settled within the year.
12. Prepayments and accrued income
2022 2021
GBP'000 GBP'000
----------------------------- -------- --------
Amounts due within one year 113,755 142,579
------------------------------ -------- --------
Accrued income relates to interest on amounts owed by Group undertakings (see Note 11).
13. Trade and other payables
2022 2021
GBP'000 GBP'000
-------------------------------------- --------- ----------
Amounts falling due within
one year
Amounts owed to Group undertakings (4,196)
-------------------------------------------------- ----------
- (4,196)
------------------------------------------------ ----------
Amounts owed to Group undertakings are unsecured, interest free and repayable on demand. The variance represents the settlement of a group tax relief payable.
14. Borrowings
2022 2021
GBP'000 GBP'000
------------------------------------- ------------- -------------
Amounts falling due within
one year
Loans payable:
EUR European Medium Term Notes (1,108,313) -
US$ US Medium Term Notes (1,037,639) (2,595,811)
--------------------------------------
(2,145,952) (2,595,811)
------------------------------------- ------------- -------------
Amounts falling due after more than
one year
Loans payable:
EUR European Medium Term Notes (4,155,995) (4,982,138)
GBP European Medium Term Notes (3,966,581) (5,537,026)
US$ US Medium Term Notes (1,650,771) (2,398,661)
-------------------------------------- ------------- -------------
(9,773,347) (12,917,825)
------------------------------------- ------------- -------------
Total borrowings (11,919,299) (15,513,636)
-------------------------------------- ------------- -------------
2022 2021
Maturity of borrowings GBP'000 GBP'000
--------------------------------------- ------------ ------------
In one year or less, or on demand
2.850% US$ US Medium Term Note 2022 - (1,483,307)
2.875% US$ US Medium Term Note 2022 - (1,112,506)
LIBOR+0.35% US$ US Medium Term Note (443,407) -
2021
LIBOR+0.30% EUR European Medium Term (664,906) -
Note 2021
0% EUR European Medium Term Note 2021 (1,037,639) -
(2,145,952) (2,595,813)
--------------------------------------- ------------ ------------
In more than one year, but not more
than two years
0% EUR European Medium Term Note 2023 - (419,963)
0.125% EUR European Medium Term Note
2023 - (629,193)
0.534% US$ US Medium Term Note 2023 - (926,473)
2.850% US$ US Medium Term Note 2022 (884,229) -
2.875% US$ US Medium Term Note 2022 (828,516) -
(1,712,745) (1,975,629)
--------------------------------------- ------------ ------------
In more than two years, but not more
than five years
1.375% EUR European Medium Term Note
2024 - (836,250)
3.000% US$ US Medium Term Note 2024 - (738,765)
4.000% EUR European Medium Term Note
2025 (662,778) (626,915)
1.000% EUR European Medium Term Note
2026 (619,781) (586,784)
1.250% EUR European Medium Term Note
2026 (884,833) (837,538)
3.375% GBP European Medium Term Note (305,753) -
2027
(2,473,145) (3,626,252)
--------------------------------------- ------------ ------------
In more than five years 2022 2021
GBP'000 GBP'000
3.375% GBP European Medium Term
Note 2027 - (627,997)
1.25% GBP European Medium Term
Note 2028 (743,675) (896,167)
1.375% EUR European Medium Term
Note 2029 (441,246) (594,710)
3.375% US$ US Medium Term Note
2029 (822,254) (741,602)
1.750% EUR European Medium Term
Note 2030 (663,127) (446,859)
5.250% GBP European Medium Term
Note 2033(1) (640,375) (723,260)
1.625% GBP European Medium Term
Note 2035 (744,125) (671,985)
6.375% GBP European Medium Term
Note 2039(1) (694,879) (983,392)
5.250% GBP European Medium Term
Note 2042 (471,877) (743,284)
4.250% GBP European Medium Term
Note 2045 (365,899) (694,542)
(5,587,457) (7,315,944)
Total borrowings (11,919,299) (15,513,638)
---------------------------------- ------------- -------------
(1) Partially purchased and cancelled on 13 February 2023.
15. Accruals and deferred income
2022 2021
GBP'000 GBP'000
---------------------------- ---------- ----------
Amounts falling due within
one year (106,364) (134,512)
----------------------------- ---------- ----------
Accruals relates to interest payable on borrowings (see Note 14).
16. Fair value of financial assets and liabilities
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;
-- Borrowings (European and US Medium Term Notes) - based on quoted market prices (a level 1 fair value measurement);
-- Intercompany loans - approximates to the fair value of borrowings (European and US Medium Term Notes); and
-- Receivables and payables - approximates to the carrying amount.
The carrying amounts and the fair values of the Company's financial assets and liabilities at 31 December 2022 and 31 December 2021 are illustrated below.
2022 2021
Carrying Carrying
value Fair value value Fair value
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- ------------- ------------------- ------------- -------------
Cash and cash equivalents 1 1 4 4
Trade and other receivables:
Other receivables 113,755 113,755 142,579 142,579
Amounts owed by Group
undertakings 12,030,690 11,306,796 15,614,286 17,514,138
Total financial assets 12,144,446 11,420,552 15,756,869 17,656,721
--------------------------------- ------------- ------------------- ------------- -------------
Financial liabilities measured
at amortised cost:
GBP European Medium Term
Notes (3,966,581) (3,759,798) (4,982,138) (7,310,534)
EUR European Medium Term
Notes (5,264,308) (5,010,694) (5,537,026) (5,310,940)
US$ US Medium Term Notes (2,688,410) (2,584,635) (4,994,472) (5,127,133)
--------------------------------- ------------- ------------------- ------------- -------------
(11,919,299) (11,355,127) (15,513,636) (17,748,607)
Other payables (106,364) (106,364) (138,708) (138,708)
Total financial liabilities (12,025,663) (11,461,491) (15,652,344) (17,887,315)
--------------------------------- ------------- ------------------- ------------- -------------
Net financial assets
and liabilities 118,783 (40,939) 104,525 (230,594)
--------------------------------- ------------- ------------------- ------------- -------------
The Company has no financial assets or liabilities measured at fair value through profit and loss.
Financial liabilities measured at amortised cost for which the fair value of GBP11,355,127,000 (2021: GBP17,748,607,000) is disclosed in the table above are categorised as Level 1, where quoted prices in active markets are used. Similarly, amounts owed by Group undertakings, which include the net proceeds of bond issuances advanced as loans, also approximate to the fair value of these financial liabilities. All other assets and liabilities approximate to the carrying amount.
17. Contractual cash flows for non-derivative financial liabilities
The following table provides an analysis of the anticipated contractual cash flows including interest payable for the Company's non-derivative financial liabilities on an undiscounted basis. Interest is calculated based on debt held at 31 December without taking account of future issuance.
2022 2021
Interest Interest
Debt on debt Debt on debt
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------- ------------ ------------- ------------
Due in less than one
year (2,146,841) (284,699) (2,597,017) (385,556)
Between one and two years (1,717,473) (265,864) (1,977,485) (348,409)
Between two and three
years (665,129) (241,210) (1,581,988) (331,539)
Between three and four
years (1,507,627) (214,605) (629,987) (308,859)
Between four and five
years (307,770) (197,311) (1,427,971) (283,660)
Between five and ten
years (3,339,132) (889,211) (3,141,984) (1,337,905)
Greater than 10 years (2,298,602) (706,994) (4,250,000) (1,368,438)
---------------------------- ------------- ------------ ------------- ------------
Gross contractual cash
flows (11,982,574) (2,799,894) (15,606,432) (4,364,366)
---------------------------- ------------- ------------ ------------- ------------
18. Adjustments reconciling operating profit to operating cash flows
2022 2021
GBP'000 GBP'000
----------------------------------------- --------- --------
Operating profit for the year 11,697 16,206
(Increase) / decrease in other
receivables 28,881 3,144
Increase / (decrease) in other
payables (32,344) (2,336)
Taxation paid (3,079) (4,134)
Exchange adjustments (2,885) 1,267
Amortisation of bond costs 31,891 11,907
Reclassification of cash flow hedges to
the income statement 5,584 3,708
------------------------------------------ --------- --------
Net cash inflow from operating
activities 39,745 29,762
------------------------------------------ --------- --------
19. Reconciliation of net cash flow to movement in net (debt) / surplus
Other assets Liabilities from financing
activities
Amounts Borrowings Borrowings
Cash and owed by - due within - due after
cash equivalents Group undertakings one year 1 year Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net surplus as at 1 January
2021 4 18,223,265 (2,350,809) (15,788,394) 84,066
Cash flows - (2,215,385) 2,245,148 - 29,763
Foreign exchange adjustments - (393,593) 2,284 390,042 (1,267)
Other non-cash adjustments: -
Re-classification (long-term
to short-term) - - (2,492,923) 2,492,923 -
Amortisation - - 489 (12,396) (11,907)
-------------------------------- ------------------ -------------------- -------------- ------------- ---------
Net surplus as at 31
December 2021 4 15,614,287 (2,595,811) (12,917,825) 100,655
-------------------------------- ------------------ -------------------- -------------- ------------- ---------
Net surplus as at 1
January 2022 4 15,614,287 (2,595,811) (12,917,825) 100,655
Cash flows (3) (4,375,020) 2,821,090 1,593,679 39,746
Foreign exchange adjustments - 791,424 (181,231) (607,309) 2,884
Other non-cash adjustments:
Re-classification (long-term
to short-term) - - (2,188,909) 2,188,909 -
Amortisation - - (1,091) (30,801) (31,892)
-------------------------------- ------------------ -------------------- -------------- ------------- ---------
Net surplus as at 31
December 2022 1 12,030,691 (2,145,952) (9,773,347) 111,393
--------------------------------
20. Called up share capital
2022 2021 2022 2021
Number Number
of of
shares shares GBP'000 GBP'000
-------- --------
Authorised
Ordinary shares of GBP1 each
(2021: GBP1 each) 100,000 100,000 100 100
------------------------------ -------- -------- --------
Issued and fully paid
Ordinary shares of GBP1 each
(2021: GBP1 each) 100,000 100,000 100 100
------------------------------ -------- -------- -------- --------
21. Other reserves
Other Retained Total reserves
reserves earnings
GBP'000 GBP'000 GBP'000
---------- ---------- ---------------
At 1 January 2022 (13,090) 118,976 105,886
Transferred from income and expense
in the year - - 9,474
Reclassification of cash flow hedges
to the income statement 3,708 5,584 -
Deferred tax effect of cash
flow hedges (1,396) - (1,396)
At 31 December 2022 (8,902) 128,450 119,548
--------------------------------------- ---------- ---------- ---------------
The cash flow hedge reserve relates to the cumulative fair value changes of derivatives that arose from pre-hedging fluctuations in long-term interest rates when pricing bonds issued in prior and current years. The balance is reclassified to finance costs over the life of the subsequently issued bonds.
Amount reclassified to profit
or loss
--------------------------------------------------
Hedged future Line item
Hedging gains cash flows As hedged in which
/ (losses) no longer item affects reclassification
recognised expected profit or adjustment
in reserves to occur loss is included
2022 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- -------------- -------------- -------------- ------------------
Pre-hedging of long-term Finance income
interest rates (8,902) - 5,584 / (expense)
------------------------- -------------- -------------- -------------- ------------------
2021
------------------------- -------------- -------------- -------------- ------------------
Pre-hedging of long-term Finance income
interest rates (13,090) - 3,708 / (expense)
------------------------- -------------- -------------- -------------- ------------------
22. Contingent liabilities/assets
Group banking arrangement
The Company, together with fellow Group undertakings, has entered into a Group banking arrangement with the Company's principal bank. The bank holds the right to pay and apply funds from any account of the Company to settle any indebtedness to the bank of any other party to this agreement. The Company's maximum potential liability as at 31 December 2022 is limited to the amount held on its accounts with the bank. No loss is expected to accrue to the Company from the agreement.
23. Directors' remuneration
During the year, the Directors of the Company, with the exception of the Corporate Directors, were remunerated as executives of the Group and received no remuneration in respect of their services to the Company (2021: GBPnil). Corporate Directors received no remuneration during the year, either as executives of the Group or in respect of their services to the Company (2021: GBPnil).
24. Related party transactions
As a wholly owned subsidiary of the ultimate parent company, GSK plc, advantage has been taken of the exemption afforded by FRS 101 "Reduced disclosure framework" not to disclose any related party transactions with other wholly owned members of the Group, or information around remuneration of key management personnel compensation.
25. Events after the end of the reporting period
Following on from the November tender offer, the Group has decided to further repurchase the following bond holdings on 13th February 2023:
-- GBP75,783,000 of the GBP 1 billion 5.250% European Medium Term Note 2033
-- GBP68,700,000 of the GBP 700 million 6.375% European Medium Term Note 2039
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END
FR SEIFMAEDSESL
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April 28, 2023 12:09 ET (16:09 GMT)
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