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SEC Comment Letter for GSK (GSK) — Sep 12, 2012

GSK plc
Date: Sept. 12, 2012 · CIK: 0001131399 · Accession: 0000000000-12-049726

AI Filing Summary & Sentiment

File numbers found in text: 001-15170

Date
December 31, 2011
Author
/s/ Jim B. Rosenberg
Form
UPLOAD
Company
GSK plc

Letter

September 1 2, 2012 Via E -mail Mr. Simon Dingemans Chief Financial Officer GlaxoSmithKline plc 980 Great West Road Brentford, TW8 9GS England

Re: GlaxoSmithKline plc Form 20-F for the Fiscal Year Ended December 31, 2011 Filed March 13, 2012 File No. 001-15170

Dear Mr. Dingemans :

We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document. In our comment , we ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested information or by advising us when you will provide the requested re sponse. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. Please furnish us a letter on EDGAR under the form type label CORRESP that keys your r esponse to our comm ent.

After reviewing the information you provide, we may have additional comments and/or request that you amend your filing .

Exhibit 15.2 Financial Statements Notes to the Financial Statements 9. Operating Profit, page 155

1. The table presenting fees pa yable to your auditors and associates refers to all other services, including regulatory, compliance and treasury related services. Please explain to us the nature and focus of these services received from PricewaterhouseCoopers LLP. In addition, please e xplain to us how these services are not precluded under Rule 2 -01(c)(4) of Regulation S -X. In your response, please specifically address the requirements of part (viii) of the referenced rule which prohibits auditors from making investment decisions on be half of their audit clients.

Mr. Simon Dingemans GlaxoSmithKline plc September 1 2, 2012 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s all information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comment , please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;  staff comment or changes to disclosure in response to the staff comment do no t foreclose the Commission from taking any action with respect to the filing; and  the company may not assert the staff comment as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Sasha Parikh , Staff Accountant, at (202) 551 -3627 or Mark Brunhofer, Review Accountant, at (202) 551 -3638 if you have questions regarding the comment . In this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,
/s/ Jim B. Rosenberg

Show Raw Text
September 1 2, 2012

Via E -mail
Mr. Simon Dingemans
Chief Financial  Officer
GlaxoSmithKline plc
980 Great West Road
Brentford, TW8 9GS
England

Re:  GlaxoSmithKline plc
 Form 20-F for the Fiscal Year Ended December  31, 2011
Filed March 13, 2012
 File No. 001-15170

Dear Mr. Dingemans :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other  portions of your document.   In our comment , we ask
you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested re sponse.  If you do not
believe the  comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your r esponse to our comm ent.

After reviewing the information you provide, we may have additional comments and/or
request that you amend your filing .

Exhibit 15.2
Financial Statements
Notes to the Financial Statements
9. Operating Profit, page 155

1. The table presenting fees pa yable to your auditors and associates refers to all other
services, including regulatory, compliance and treasury related services. Please explain to
us the nature and focus of these services received from PricewaterhouseCoopers LLP.  In
addition, please e xplain to us how these services are not precluded under Rule 2 -01(c)(4)
of Regulation S -X.  In your response, please specifically address the requirements of part
(viii) of the referenced rule which prohibits auditors from making investment decisions
on be half of their audit clients.

Mr. Simon Dingemans
GlaxoSmithKline plc
 September 1 2, 2012
 Page 2

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comment  or changes to disclosure in response to the staff comment  do no t foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert the staff comment as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sasha Parikh , Staff Accountant, at (202) 551 -3627 or Mark Brunhofer,
Review Accountant, at (202) 551 -3638  if you have questions regarding the comment . In this
regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

        /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant