Obligation GlaxoSmithKline Capital PLC 2.85% ( US377373AD71 ) en USD

GlaxoSmithKline Capital PLC

99.9 % ▼

Royaume-uni

US377373AD71 ( en USD )

2.85% par an ( paiement semestriel )

07/05/2022 - Obligation échue

Prospectus brochure de l'obligation GlaxoSmithKline Capital PLC US377373AD71 en USD 2.85%, échue

2 000 USD

2 000 000 000 USD

377373AD7

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par GlaxoSmithKline Capital PLC ( Royaume-uni ) , en USD, avec le code ISIN US377373AD71, paye un coupon de 2.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/05/2022

L'Obligation émise par GlaxoSmithKline Capital PLC ( Royaume-uni ) , en USD, avec le code ISIN US377373AD71, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par GlaxoSmithKline Capital PLC ( Royaume-uni ) , en USD, avec le code ISIN US377373AD71, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
424B2 1 d343892d424b2.htm PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount to be
Maximum
Registered
Maximum Offering
Aggregate
Amount of
Class of Securities Offered

Price Per Unit

Offering Price Registration Fee(1)
0.750% Notes due 2015

$1,000,000,000
99.746%

$997,460,000

$114,309
Guarantees of 0.750% Notes due 2015(2)

--

--

--

--
1.500% Notes due 2017

$2,000,000,000
99.641%

$1,992,820,000
$228,377
Guarantees of 1.500% Notes due 2017(2)

--

--

--

--
2.850% Notes due 2022

$2,000,000,000
99.320%

$1,986,400,000
$227,641
Guarantees of 2.850% Notes due 2022(2)

--

--

--

--
(1) The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees of
GlaxoSmithKline plc in connection with the guarantees.
1 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents

PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated March 4, 2011)

Registration Nos. 333-172621 and 333-172621-01

$1,000,000,000 0.750% Notes due 2015
$2,000,000,000 1.500% Notes due 2017
$2,000,000,000 2.850% Notes due 2022
Fully and Unconditionally Guaranteed by
GlaxoSmithKline plc

The 0.750% Notes due 2015, which we refer to as the "2015 notes," will bear interest at a rate of 0.750% per year. The 1.500%
Notes due 2017, which we refer to as the "2017 notes," will bear interest at a rate of 1.500% per year. The 2.850% Notes due 2022,
which we refer to as the "2022 notes," will bear interest at a rate of 2.850% per year. We will pay interest on each of the 2015 notes,
the 2017 notes and the 2022 notes each May 8 and November 8, commencing on November 8, 2012. We refer to the 2015 notes, the
2017 notes and the 2022 notes collectively as the "notes." Unless we redeem the notes earlier, the 2015 notes will mature on May 8,
2015, the 2017 notes will mature on May 8, 2017 and the 2022 notes will mature on May 8, 2022. There is no sinking fund for the
notes. The notes will rank equally in right of payment with all our other senior, unsecured debt obligations.
We may redeem some or all of the 2015 notes, the 2017 notes or the 2022 notes at any time and from time to time at the
redemption prices determined in the manner described in this prospectus supplement. We may also redeem the notes before their
stated maturity at a price equal to 100% of their principal amount plus accrued interest to the redemption date in the event of certain
changes in U.K. or U.S. withholding taxes applicable to payments of interest.
We intend to list the notes on the New York Stock Exchange or another recognized stock exchange.
See "Risk Factors" on page S-8 of this prospectus supplement to read about factors you should
consider before investing in the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any
representation to the contrary is a criminal offense.

Proceeds to
Underwriting
GlaxoSmithKline

Price to Public

Discount

Capital plc

Per 2015 note

99.746%

0.250%

99.496%
Per 2017 note

99.641%

0.350%

99.291%
Per 2022 note

99.320%

0.450%

98.870%
Total

$4,976,680,000
$18,500,000
$4,958,180,000
Interest on the notes will accrue from May 9, 2012, to the date of delivery.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust
Company, or "DTC," for the accounts of its participants, including Clearstream Banking, société anonyme, or "Clearstream," and
Euroclear Bank S.A./N.V., or "Euroclear," against payment in New York, New York on or about May 9, 2012.

2 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Joint Book-Running Managers

Co-Managers
Credit Suisse
Deutsche Bank Securities
Goldman, Sachs & Co.

HSBC
Mizuho Securities

RBS

UBS Investment Bank
May 2, 2012
3 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-2

PRESENTATION OF FINANCIAL INFORMATION
S-2

SUMMARY
S-3

RISK FACTORS
S-8

USE OF PROCEEDS
S-9

CAPITALIZATION
S-10
DESCRIPTION OF THE NOTES
S-12
TAX CONSIDERATIONS
S-17
UNDERWRITING
S-22
VALIDITY OF NOTES
S-24
EXPERTS
S-24
Base Prospectus

ABOUT THIS PROSPECTUS
2

WHERE YOU CAN FIND MORE INFORMATION
3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
3

PRESENTATION OF FINANCIAL INFORMATION
3

FORWARD-LOOKING STATEMENTS
4

USE OF PROCEEDS
5

RATIOS OF EARNINGS TO FIXED CHARGES
6

GLAXOSMITHKLINE PLC
7

GLAXOSMITHKLINE CAPITAL INC.
7

GLAXOSMITHKLINE CAPITAL PLC
7

LEGAL OWNERSHIP OF DEBT SECURITIES
8

DESCRIPTION OF DEBT SECURITIES
11
TAX CONSIDERATIONS
22
PLAN OF DISTRIBUTION
23
VALIDITY OF SECURITIES
24
EXPERTS
24
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
25
SELLING RESTRICTIONS
25

No person has been authorized to provide you with information that is different from what is contained in, or incorporated by
reference into, this prospectus supplement and the accompanying prospectus, and, if given or made, such information must not be
relied upon as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell
or the solicitation of an offer to buy any securities other than the notes to which they relate or an offer to sell or the solicitation of an
offer to buy such notes by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this
prospectus supplement and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained
in this prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions
may be restricted by law. You should inform yourself about and observe any such restrictions, and neither we nor any of the
underwriters accepts any liability in relation to any such restrictions. See "Underwriting."

S-1
4 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission, or the "SEC," allows us to "incorporate by reference" information contained in
documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus.
We are incorporating by reference our Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (File
No. 001-15170). We also incorporate by reference any future annual reports on Form 20-F we file with the SEC under the Securities
Exchange Act of 1934, as amended, or the "Exchange Act," after the date of this prospectus supplement and prior to the time we sell
all of the notes, and any future reports on Form 6-K we furnish to the SEC during such period that are identified in such reports as
being incorporated by reference in the accompanying prospectus. The information contained in these future filings will automatically
update and supersede the information contained in this prospectus supplement and the accompanying prospectus or incorporated by
reference to any previously filed document.
You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the
following address: GlaxoSmithKline plc, 980 Great West Road, Brentford, Middlesex TW8 9GS, England, telephone +44 (0) 20
8047 5000, Attention: The Company Secretary. Our Internet address is www.gsk.com. We are not incorporating the contents of any
website into this prospectus supplement or the accompanying prospectus.
PRESENTATION OF FINANCIAL INFORMATION
We present our consolidated financial statements in pounds Sterling and in accordance with International Financial Reporting
Standards as adopted by the European Union and also with International Financial Reporting Standards as issued by the International
Accounting Standards Board, which we refer to collectively as "IFRS." When we refer to "£," we mean pounds Sterling. When we
refer to "$," we mean U.S. dollars. Except where noted, all financial information is presented in accordance with IFRS.

S-2
5 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference and does not contain all of the information that may be important to you. You should
carefully read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference.
GlaxoSmithKline plc
GlaxoSmithKline plc is a public limited company incorporated under the laws of England and Wales. Our Ordinary shares
are listed on the London Stock Exchange and our American Depositary Shares are listed on the New York Stock Exchange. On
December 27, 2000, GlaxoSmithKline plc acquired Glaxo Wellcome plc and SmithKline Beecham plc, both English public
limited companies, through a merger of the two companies.
GlaxoSmithKline plc is a major global healthcare group engaged in the creation, discovery, development, manufacture and
marketing of pharmaceutical and consumer health-related products. Our corporate head office is in the London area at 980 Great
West Road, Brentford, Middlesex TW8 9GS, England, and our telephone number is +44 (0) 20 8047 5000.
As used in this prospectus, the terms "we," "our" and "us" refer to GlaxoSmithKline plc and its consolidated subsidiaries
unless the context requires otherwise.
GlaxoSmithKline Capital plc
GlaxoSmithKline Capital plc is a public limited company incorporated under the laws of England and Wales. It is an
indirect wholly-owned subsidiary of GlaxoSmithKline plc, and it exists for the purpose of issuing debt securities, the proceeds of
which will be invested by it in marketable securities or advanced to, or otherwise invested in, subsidiaries or affiliates of
GlaxoSmithKline plc. The principal executive offices of GlaxoSmithKline Capital plc are located at 980 Great West Road,
Brentford, Middlesex TW8 9GS, England. Its telephone number is +44 (0) 20 8047 5000.

S-3
6 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents
The Offering

Notes
$1,000,000,000 principal amount of 2015 notes, $2,000,000,000 principal
amount of 2017 notes and $2,000,000,000 principal amount of 2022 notes.

Issuer
GlaxoSmithKline Capital plc

Guarantee
GlaxoSmithKline plc will fully and unconditionally guarantee the payment of
principal, interest and additional amounts, if any, payable in respect of the notes.

Denominations
The notes will be issued only in book-entry form, in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

Interest rate
The 2015 notes will bear interest at a rate of 0.750% annually. The 2017 notes
will bear interest at a rate of 1.500% annually. The 2022 notes will bear interest
at a rate of 2.850% annually.

Interest payment dates
For each of the 2015 notes, the 2017 notes and the 2022 notes, every May 8 and
November 8, commencing November 8, 2012. If an interest payment date or
redemption date, or the maturity date, as the case may be, would fall on a
Saturday, Sunday or a day on which banking institutions in the City of New York
or London, England are authorized or obligated by law, regulation or executive
order to be closed, then the interest payment date, redemption date or maturity
date, as the case may be, will be postponed to the next succeeding business day,
but no additional interest shall be paid unless we fail to make payment on such
next succeeding business day.

Regular record dates for interest
For each of the 2015 notes, the 2017 notes and the 2022 notes, every April 23
and October 23.

Calculation of interest
Interest on the notes will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.

Ranking
The notes and the guarantee will rank equally in right of payment with all other
senior, unsecured debt obligations of GlaxoSmithKline Capital plc and
GlaxoSmithKline plc, respectively.

Optional make-whole redemption
Each series of the notes will be redeemable at our option, in whole or in part, at
any time and from time to time. See "Description of the Notes--Optional
Make-Whole Redemption." Upon redemption, we will pay a redemption price
equal to the greater of (i) 100% of the principal amount of the notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be redeemed together with, in
each case, accrued interest to the date of redemption. The present value will be
determined by discounting the remaining principal and interest payments to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months), using the Treasury

S-4
7 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents
Rate (as defined in this prospectus supplement) plus 0.100% in the case of the
2015 notes, 0.125% in the case of the 2017 notes and 0.150% in the case of the
2022 notes. The "Comparable Treasury Issue" for purposes of the definition
contained in "Description of the Notes--Optional Make-Whole Redemption"
will be the United States Treasury security selected by the quotation agent (as

defined in this prospectus supplement) as having a maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the notes.

Payment of additional amounts
Subject to certain exceptions, if we are required to withhold or deduct any
amount for or on account of any U.K. or U.S. withholding tax from any payment
made on the notes, we will pay additional amounts on those payments so that the
amount received by noteholders will equal the amount that would have been
received if no such taxes had been applicable. See "Description of Debt
Securities--Covenants--Payment of Additional Amounts" in the accompanying
prospectus.

Tax redemption
In the event of changes in U.K. or U.S. withholding taxes applicable to payments
of interest, we may redeem the notes in whole (but not in part) at any time, at a
price equal to 100% of their principal amount plus accrued interest to the
redemption date. See "Description of Debt Securities--Optional Redemption
for Tax Reasons" in the accompanying prospectus.

Repayment
The notes will not be subject to repayment at the option of the holder prior to
maturity.

Sinking fund
None.

Book-entry issuance, settlement and clearance
We will issue the notes as global notes in book-entry form registered in the
name of DTC or its nominee. The sale of the notes will settle in immediately
available funds through DTC. Investors may hold interests in a global note
through organizations that participate, directly or indirectly, in the DTC system.
Those organizations will include Clearstream and Euroclear in Europe.

Governing law
The notes and the guarantee will be governed by the laws of the State of New
York.

Further issuances
We may from time to time, without the consent of the holders of a series of
notes, create and issue further notes of the same series having the same terms
and conditions in all respects as the notes of that series being offered hereby,
except for the issue date, the issue price and the first payment of interest thereon.
We will not issue any further notes of a series unless such further notes have no
more than a de minimis amount of original issue discount or such issuance
would constitute a "qualified reopening" for U.S. federal income tax purposes.
Additional 2015 notes issued in this manner will be consolidated with and will
form a single series with the 2015 notes

S-5
8 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents
being offered hereby. Additional 2017 notes issued in this manner will be
consolidated with and will form a single series with the 2017 notes being

offered hereby. Additional 2022 notes issued in this manner will be
consolidated with and will form a single series with the 2022 notes being
offered hereby.

Listing
We intend to list the notes on the New York Stock Exchange or another
recognized stock exchange.

Use of proceeds
We intend to use the net proceeds from the sale of the notes for our general
corporate purposes, which may include the refinancing of existing indebtedness.
We may also invest the net proceeds in marketable securities as part of our
liquidity management process.

2015 notes CUSIP and ISIN
377373 AB1 / US377373AB16

2017 notes CUSIP and ISIN
377373 AC9 / US377373AC98

2022 notes CUSIP and ISIN
377373 AD7 / US377373AD71

S-6
9 of 53
5/4/2012 2:39 PM

Prospectus Supplement filed pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/1131399/000119312512211405...
Table of Contents
Ratios of Earnings to Fixed Charges
The following table sets forth our consolidated ratios of earnings to fixed charges computed under IFRS. Earnings for this
purpose have been calculated by (i) adding (a) profit before taxation (after eliminating our share of profits of associates and joint
ventures), (b) fixed charges and (c) distributed income of investments accounted for using the equity method of accounting and
(ii) subtracting from that total (a) the amount of pre-tax earnings required to pay dividends on outstanding preference shares and
(b) the non-controlling interest in pre-tax profit of subsidiaries that have not incurred fixed charges. Fixed charges consist of
(i) interest payable (including expense on debt and interest in respect of finance leases), (ii) that portion of operating lease rental
expense representative of the interest factor (being one-third of such rental expense) and (iii) the amount of pre-tax earnings
required to pay dividends on outstanding preference shares.

Three Months

Ended

Year Ended December 31,

March 31,

2012

2011
2010
2009
2008
2007
Ratio of earnings to fixed charges--IFRS

8.7(1)

10.1 4.5 10.3 8.4 15.9
(1) The interest factor element of the operating lease rental expense included within the ratio of earnings to fixed charges for the
three months ended March 31, 2012 has been calculated pro-rata based on the full year 2011 charge.

S-7
10 of 53
5/4/2012 2:39 PM