Gsk-2003-Form-20F.Pdf
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SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 20-F Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 or Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003 Commission file number 1-15170 GlaxoSmithKline plc (Exact name of Registrant as specified in its charter) England (Jurisdiction of incorporation or organization) 980 Great West Road, Brentford, Middlesex TW8 9GS England (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered American Depositary Shares, each representing 2 Ordinary Shares, Par value 25 pence New York Stock Exchange Securities registered or to be registered to Section 12(g) of the Act: None (Title of class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 Item 18 Mission Our global quest is to improve the quality of human life by enabling people to do more, feel better and live longer. Our Spirit We undertake our quest with the enthusiasm of entrepreneurs, excited by the constant search for innovation. We value performance achieved with integrity. We will attain success as a world class global leader with each and every one of our people contributing with passion and an unmatched sense of urgency. Strategic Intent We want to become the indisputable leader in our industry. GlaxoSmithKline plc is an English public limited company. Its shares are listed on the London Stock Exchange and the New York Stock Exchange. This report is the Annual Report of GlaxoSmithKline plc for the year ended 31st December 2003, prepared in accordance with United Kingdom requirements. A summary report on the year, the Annual Review 2003, intended for the investor not needing the full detail of the Annual Report, is produced as a separate document. The Annual Review includes the joint statement by the Chairman and the Chief Executive Officer, a summary review of operations, summary financial statements and a summary remuneration report. The Annual Review is issued to all shareholders. The Annual Report is issued to shareholders who have elected to receive it. Both documents are available on GlaxoSmithKline’s corporate website – at www.gsk.com. Website GlaxoSmithKline’s website, www.gsk.com gives additional information on the Group. Information made available on the website does not constitute part of this Annual Report. Front cover Living next to the Welsh coastline in the UK naturally drew young Jack Fraser to the sea and the chance to develop his surfing skills. However, his asthma and symptoms such as tightness in his chest meant that he could not breathe properly and was reluctant to go outside. His mother, Catherine, heard about Seretide from a friend and eventually obtained a prescription for her son. The result? Jack can be seen practising his surfing skills on a regular basis and has also developed a keen interest in golf. Back to Contents GlaxoSmithKline 01 GlaxoSmithKline plc Annual Report for the year ended 31st December 2003 Contents Report of the Directors 02 Financial summary 03 Joint statement by the Chairman and the Chief Executive Officer 05 Description of business 33 Corporate governance 43 Remuneration Report 59 Operating and financial review and prospects Financial statements 86 Directors’ statements of responsibility 87 Independent Auditors’ report 88 Consolidated statement of profit and loss 88 Consolidated statement of total recognised gains and losses 90 Consolidated statement of cash flow 92 Consolidated balance sheet 92 Reconciliation of movements in equity shareholders’ funds 93 Company balance sheet 94 Notes to the financial statements Investor information 150 Financial record 159 Shareholder return 160 Shareholder information 161 Share capital 163 Taxation information for shareholders 164 Glossary of terms The Annual Report was approved by the Board of Directors on 3rd March 2004 and published on 26th March 2004. Contact details Back to Contents 02 GlaxoSmithKline Financial summary 2003 2002 Growth Statutory results £m £m CER% £% Turnover 21,441 21,212 5 1 Trading profit 6,525 5,662 21 15 Profit before taxation 6,329 5,506 21 15 Earnings/Net income 4,484 3,915 20 15 Basic earnings per share 77.2p 66.2p 23 17 Dividends per share 41.0p 40.0p Merger, restructuring and disposal of subsidiaries Trading profit (395) (1,032) Profit before taxation (390) (1,011) Earnings/Net income (281) (712) Earnings per share (4.9)p (12.1)p Business performance Turnover 21,441 21,212 5 1 Trading profit 6,920 6,694 9 3 Profit before taxation 6,719 6,517 8 3 Adjusted earnings/Net income 4,765 4,627 8 3 Adjusted earnings per share 82.1p 78.3p 10 5 Business performance, which is the primary performance measure used by management, is presented after excluding merger items, integration and restructuring costs and the disposal of businesses. Management believes that exclusion of these items provides a better reflection of the way in which the business is managed and gives an indication of the performance of the Group in terms of those elements of revenue and expenditure which local management is able to influence. This information, which is provided in addition to the statutory results prepared under UK GAAP, is given to assist shareholders to gain a clearer understanding of the underlying performance of the business and to increase comparability for the periods presented. Merger and integration items represent those items that have arisen as a result of the merger of Glaxo Wellcome and SmithKline Beecham and the acquisition of Block Drug. Restructuring costs arise from the merger and acquisition and from manufacturing restructuring programmes that had already been agreed by Glaxo Wellcome and SmithKline Beecham before the date of the merger. These items by their nature are considered to be outside the normal business expenditure of GlaxoSmithKline and are not expected to occur on a regular basis. Statutory results which appear on pages 88 and 89 include these items. Other costs associated with restructuring activities that arise outside these specific restructuring programmes are not treated as exceptional items. The Group, as a multinational business, operates in many countries and earns revenues and incurs costs in many currencies. The results of the Group, as reported in sterling, are therefore affected by movements in exchange rates between sterling and overseas currencies. The Group uses the average exchange rates prevailing during the year to translate the results of overseas companies into sterling. The currencies that most influence these translations are the US dollar, the Euro and the Japanese Yen. During 2003 average sterling exchange rates were stronger against the US dollar and the Japanese Yen by nine per cent and two per cent respectively, and weaker against the Euro by nine per cent compared with 2002. In order to illustrate underlying performance, it is the Group’s practice to discuss its 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. Cautionary statement regarding forward-looking statements The Group's reports filed with or furnished to the US Securities and Exchange Commission (SEC), including this document and written information released, or oral statements made, to the public in the future by or on behalf of the Group, may contain forward-looking statements. Forward-looking statements give the Group's current expectations or forecasts of future events. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’ and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results. The Group undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements involve inherent risks and uncertainties. The Group cautions investors that a number of important factors including those in this document could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, those discussed under ‘Risk factors’ on pages 74 to 76 of this Annual Report. Back to Contents GlaxoSmithKline 03 Joint statement by the Chairman and the Chief Executive Officer Fundamentally, the pharmaceutical industry has a bright future. Ageing populations in the This is not the place to debate the rights and wrongs of these challenges to the developed world and continuing un-met medical need in many diseases mean that demand pharmaceutical industry’s traditional business model. It is the place for us to reassure for new and better pharmaceutical products will continue to grow strongly in the years shareholders that we have every aspect of that model under review in order to continue the ahead.