GSK GSK plc

Notes to Financial Statements

As of December 31, 2020 and 2019 and for the Year Ended December 31, 2020

The following description of the GSK Puerto Rico 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan Document or Summary Plan Description for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan sponsored by GSK Puerto Rico, Inc. (“GSK” or the “Company”). The Plan was established to encourage and assist Company employees to save regularly for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Each year, participants may contribute up to 50% of pre-tax annual compensation and up to 10% of after-tax annual compensation, as defined in the Plan Document. Participants who have attained age 50 before the end of the Plan’s year are also eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other Puerto Rico qualified retirement plans, subject to the terms of the Plan. Participants may direct the investment of the contributions into various investment options offered by the Plan and may change those options at any time during the year.

The Company makes contributions to the accounts of employees with one year of credited service in two ways. The Company matches 100% of employee pre-tax contributions up to 4% of the employee’s eligible pay as defined by the Plan Document. If Hacienda limits restricts pre-tax contributions to less than 4% of eligible pay, after-tax contributions will be matched to provide a total matching contribution of 4% of eligible pay. Participants decide how to invest the Company contributions into the various investment options offered by the Plan and may change those options at any time during the year.

During the year 2020 the total amount of the employee and employer contributions was $8,619,936; rollover contributions of $1,791,291 are included in this amount.

Participant Accounts

Each participant’s account is credited with the participant’s contributions, Company matching contributions, GSK core contributions and investment earnings or losses as applicable and charged with fees as applicable. The earnings on investments are allocated daily to the individual accounts of participants. These allocations are based on each participant’s relative interest in the fair value of the assets held in each fund, except for dividends and unrealized appreciation and depreciation on the GSK American Depository Receipts (ADRs), as held in the GlaxoSmithKline Stock Fund (the “GSK Stock Fund”), which are allocated based upon the number of units held in the individual accounts of participants. The benefit, to which a participant is entitled, is the benefit that can be provided from the participant’s vested account. The Plan’s investments include the GSK Stock Fund. The GSK Stock Fund is comprised of GSK American Depository Shares (ADRs). Each ADR represent two ordinary shares of GlaxoSmithKline plc. In addition, the GSK Stock Fund holds a small percentage invested in the State Street Institutional Treasury Money Market Fund, managed by State Street Global Advisors (SSGA) for liquidity.

Nonparticipant-Directed Investments

If a participant does not designate an investment direction, their future contributions and earnings will be invested in the age-appropriate Vanguard Target Retirement Trust Plus fund closest to the year that the participant turns age 65. The participant can change this future investment direction as well as transfer any accumulated holdings to any other fund in the Plan at any time.

GSK Puerto Rico 401(k) Plan

Notes to Financial Statements

As of December 31, 2020 and 2019 and for the Year Ended December 31, 2020

Vesting

Participants are immediately and fully vested in their participant contributions, GSK matching contributions and GSK core contributions, plus actual earnings thereon.

Payment of Benefits

While employed, participants may withdraw their after-tax contributions, and prior company matching contributions. Current company matching contributions may not be withdrawn until termination of employment.

Participants become entitled to payment of the total value of their accounts at the time of termination, retirement, disability, or death. If the participant account balance is less than $5,000, payment is in the form of a lump sum distribution of cash or if invested in the GSK Stock Fund those distributions may be made in GSK ADRs. The GSK Stock Fund invests in GSK ADRs listed on the New York Stock Exchange representing two ordinary shares of GlaxoSmithKline plc.

If the account balance is greater than $5,000, participants have the option of electing (1) up to four partial distributions each year from their account balance; (2) a total distribution of their account balance as annual installments over a period not exceeding 20 years, or as a lump sum distribution of cash or if invested in the GSK Stock Fund those distributions may be made in GSK ADRs.

Participant Loans Receivable

The Plan does not allow participants to take out loans as defined in the Plan document. The loan balance at December 31, 2019, is a result of the transfer from the Novartis Corporation Investment Savings Plan. These loans will be honored up to or before maturity and there will be no new loans issued. Principal and interest are paid ratably through semi-monthly payroll deductions or cashier check if participant is no longer employed.

Participant loans are considered party-in-interest transactions.

Administrative Expenses

Investment management fees are borne by Plan participants. Investment management fees for certain funds are recorded as Administrative Expenses and Management Fees in the Statement of Changes in Net Assets Available for Benefits. Other investment management fees are deducted from the respective fund investment returns. During the year ended December 31, 2020, the Company paid administrative expenses of $206,697 on behalf of the Plan.

In addition to the Administrative Expenses and Management Fees borne by Plan participants, during the year ended December 31, 2020 the Company paid to Banco Popular de Puerto Rico, the Trustee $63,701 and State Street Bank and Trust Company, the custodian $44,488 for 2020.

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and differences could be material.

GSK Puerto Rico 401(k) Plan

Notes to Financial Statements

As of December 31, 2020 and 2019 and for the Year Ended December 31, 2020

Cash

Cash represents the cash balance held in a deposit account at Banco Popular de Puerto Rico (“BPPR”). The Trustee of the Plan is BBPR (the Trustee); the deposit account is used to receive contributions from the Company and remit to State Street Bank and Trust Company and receive payment of benefits from State Street Bank and Trust Company for payment to participants. Interest earned is used to pay administrative expenses of the Plan. There was no interest earned on cash balances as of December 31, 2020.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value as defined by the FASB Accounting Standards Codification (ASC) 820. The Plan’s Management determines the Plan’s valuation policies utilizing information provided by the investment advisers and custodians.

The following is a description of the valuation methodologies used for the investments measured at fair value. There have been no changes in methodologies used at December 31, 2020 and 2019.

The measurement methods as described above may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Purchases and sales of investments are recorded on the trade-date basis. Interest income is recognized as earned. Dividend income is recorded on the ex-dividend date.

The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation in the fair value of its investments, which includes realized gains and losses and unrealized appreciation and depreciation.

Benefits Paid to Participants

Benefits paid to participants from participants’ accounts are recorded when paid.

GSK Puerto Rico 401(k) Plan

Notes to Financial Statements

As of December 31, 2020 and 2019 and for the Year Ended December 31, 2020

Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which amends certain disclosure requirements of ASC 820. The ASU removed the requirement to disclose the amount of and reasons for transfers between level 1 and level 2 of the fair value hierarchy as well as the policy for timing of transfers between levels. The ASU also modified the disclosure for investments in certain entities that calculate NAV to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the Plan or announced the timing publicly.  It also clarified the measurement uncertainty disclosure to communicate information about the uncertainty in measurement as of the reporting date. The Plan adopted ASU 2018-13 on January 1, 2020 retrospectively. The adoption of this ASU did not have a material impact on the Plan’s financial statements.

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. To increase consistency and comparability in fair value measurements and related disclosures, the Plan utilizes the fair valuation hierarchy required by FASB ASC 820-10 which prioritizes the inputs to valuation techniques and to measure fair value into the following three broad levels:

(a) Certain investments that were measured at net asset value per share (or its equivalent) as practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statements of Net Assets Available for Benefits.

The following summarizes investments measured at fair value based on NAV per share as a practical expedient as of December 31, 2020 and 2019, respectively.

*State Street Global Advisor Funds includes 5 funds (for 2020, see individual funds as listed in attached Schedule H, line 4i – Schedule of Assets Held Common Collective Trust Section)

Certain Plan investments are common collective trust funds and mutual funds managed by SSGA, an investment management division of State Street Bank and Trust Company, which is the custodian of the Plan and therefore, the transactions qualify as party-in-interest transactions. BPPR remits all contributions received from the Company to State Street Bank and Trust Company who invests these contributions as directed by participants. BPPR makes distributions from the Plan in accordance with the Agency Agreement.

During the year ended December 31, 2020, the Plan purchased $12,718,480 and sold $11,914,392 of the GSK Stock Fund, which included purchases of $5,616,621 and sales of $4,906,754 of GSK ADRs, respectively, and received dividends of $437,402.

Although it has not expressed any intent to do so, the Company has the right under the Plan Document to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

The Plan is exempt from Puerto Rico income taxes under the provisions of the Puerto Rican Internal Revenue Code (the “PRIRC”), enacted on January 31, 2011. The 2011 PRIRC replaced the 1994 PRIRC, as amended. The Government of Puerto Rico Treasury Department has determined and informed the Company by a letter dated April 22, 2008 that the Plan and trust established thereunder is exempt from local income taxes. Although the Plan has been amended since receiving the above letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the PRIRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.

GSK Puerto Rico 401(k) Plan

Notes to Financial Statements

As of December 31, 2020 and 2019 and for the Year Ended December 31, 2020

The Plan invests in various investment options. These investment options are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Included in investments at December 31, 2020 and 2019, are shares of GSK’s common stock of $8,275,584 and $9,730,924 respectively. This investment represents 10.77 percent and 14.77 percent of net assets available for benefits at December 31, 2020 and 2019, respectively. A significant decline in the market value of GSK’s stock would affect the net assets available for benefits.

As of December 31, 2020 and 2019, the following investments represent more than 5.0 percent of the net assets available for benefits:

There are no other individual investments that represent more than 5.0 percent of the net assets available for benefits at December 31, 2020 and 2019.

Current events

The ongoing novel coronavirus (COVID-19) was declared a pandemic by the World Health Organization on March 11, 2020. The outbreak has negatively impacted the world economy and common stock share prices for many companies, including GSK PLC’s common stock share price. The Plan’s investment in the common stock of GSK PLC is stated at fair value based on the closing price of $36.80 per share at December 31, 2020. The impact of COVID-19 on companies continues to evolve rapidly and its future effects on the Plan’s financials statements are uncertain.

GSK Puerto Rico 401(k) Plan

Notes to Financial Statements

As of December 31, 2020 and 2019 and for the Year Ended December 31, 2020

In February 2020, Puerto Rico Treasury provided the option for retirement plan sponsors to offer temporary tax-favored treatment for participant withdrawals due to the recent earthquakes. In March 2020, Puerto Rico Treasury amended the earthquake relief to also include relief related to COVID-19. The provisions of the tax relief relating to the earthquakes and COVID-19 may be effective and operationalized immediately, prior to amending the Plan Document.

Plan management has adopted certain tax relief provisions relating to withdrawals which became effective in April 2020.  The Plan will formally be amended by the end of the 2022 plan year.

Subsequent events were evaluated through June 8, 2021, the date the financial statements were issued.

The Company makes contributions to the accounts of employees with one year of credited service, which has changed to one hour of credited service effective January 1, 2021.

GSK core contributions have changed to 7% effective January 1, 2021, for eligible employee compensation, regardless of whether the employee voluntarily contributes to the Plan.

Effective February 25, 2021 two new investment funds were added to the GSK Puerto Rico 401(k) Plan menu, and two investment funds were removed from the Plan.

Supplemental Schedule