As filed with the Securities and Exchange Commission on February 29, 2008 UNITED STATES 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, 2007 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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) Simon Bicknell Company Secretary GlaxoSmithKline plc 980 Great West Road Brentford England 011 44 20 8047 5000 [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) 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 New York Stock Exchange Ordinary Shares, Par value 25 pence Securities registered or to be registered pursuant 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 the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Ordinary Shares of 25p each 5,508,392,868 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports 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 whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No Annual Report 2007 Question How are you adapting your business model to one succeed in the current healthcare environment? Answer page 4 Question Why do you have a Consumer Healthcare two business? Answer page 5 Question Share prices in the sector haven’t performed well, three what is the outlook for GSK? Answer page 6 Question How is your research and development pipeline four performing? Answer page 7 Question What are you doing to improve healthcare in the five developing world? Answer page 8 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. Notice regarding limitations on Director liability under English Law Under the UK Companies Act 2006, a safe harbour limits the liability of Directors in respect of statements in and omissions from the Report of the Directors contained on pages 9 to 86, under English law the Directors would be liable to the company (but not to any third party) if the Report of the Directors contains errors as a result of recklessness or knowing misstatement or dishonest concealment of a material fact, but would not otherwise be liable. Report of the Directors Pages 9 to 86 inclusive consist of a Report of the Directors that has been drawn up and presented in accordance with and in reliance upon English company law and the liabilities of the Directors in connection with that report shall be subject to the limitations and restrictions provided by such law. 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 50 to 53 of this Annual Report. Contents REPORT OF THE DIRECTORS Mission Our global quest is to improve the quality of human life by enabling people to do more, feel better and Chairman and CEO summary 3 live longer. Five questions, five answers 4 Our Spirit We undertake our quest with the enthusiasm of entrepreneurs, excited by the constant search for Report of the Directors innovation. We value performance achieved with integrity. We will attain success as a world class Business review 9 global leader with each and every one of our people contributing with passion and an unmatched Corporate governance 59 sense of urgency. Remuneration Report 71 FINANCIAL STATEMENTS Financial statements Directors’ statements of responsibility 88 Independent Auditors’ report 89 Consolidated income statement 90 Consolidated balance sheet 91 Consolidated cash flow statement 92 Consolidated statement of recognised income and expense 93 Notes to the financial statements 94 INVESTOR INFORMATION Investor information Financial record 160 Shareholder information 166 Taxation information for shareholders 169 Glossary of terms 173 GSK Annual Report 2007 1 Back to Contents Annual Report and Annual Review History and development of the company This report is the Annual Report of GlaxoSmithKline plc for the year ended 31st December 2007, prepared in GlaxoSmithKline plc is a public limited company incorporated on 6th December 1999 under English law. Its shares accordance with United Kingdom requirements. It was approved by the Board of Directors on 27th February 2008 are listed on the London Stock Exchange and the New York Stock Exchange. On 27th December 2000 the and published on 28th February 2008. company acquired Glaxo Wellcome plc and SmithKline Beecham plc, both English public limited companies, by way of a scheme of arrangement for the merger of the two companies. Both Glaxo Wellcome and SmithKline A summary report on the year, the Annual Review 2007, which is prepared in accordance with United Kingdom Beecham were major global healthcare businesses. requirements and intended for the investor not needing the full detail of the Annual Report, is produced as a separate document. It includes the joint statement by the Chairman and the Chief Executive Officer, a summary GSK plc and its subsidiary and associated undertakings constitute a major global healthcare group engaged in the review of operations, summary financial statements and a summary remuneration report. The Annual Review is creation, discovery, development, manufacture and marketing of pharmaceutical and consumer health-related issued to all shareholders. The Annual Report is issued to shareholders who have elected to receive it. Both products. documents are available on GSK’s website. GSK has its corporate head office in London. It also has operational headquarters in Philadelphia and Research In this Report ‘GlaxoSmithKline’, the ‘Group’ or ‘GSK’ means GlaxoSmithKline plc and its subsidiary undertakings; Triangle Park, USA, and operations in some 114 countries, with products sold in over 140 countries. The principal the ‘company’ means GlaxoSmithKline plc; ‘GlaxoSmithKline share’ means an Ordinary share of GlaxoSmithKline research and development (R&D) facilities are in the UK, the USA, Belgium, Italy, Japan and Spain. Products are plc of 25p; an American Depositary Share (ADS) represents two GlaxoSmithKline shares.