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Annual Report
and Form 20-F
2025
Strategic Report
Haleon at a glance
1
2025 highlights
2
Chair’s statement
3
Our business model
4
Chief Executive Officer’s review
5
Our strategy
6
Market drivers
8
Our categories
9
Our approach to health inclusivity
and sustainability
15
Climate and nature-related
financial disclosures
19
Section 172 statement and
stakeholder engagement
31
Our culture and people
35
Our key performance indicators
40
2025 Finance review
42
Our approach to risk
50
Viability statement
58
Statement of compliance
59
Corporate Governance
Our Board of Directors
60
Our Executive Team
62
Letter from the Chair
63
Governance structure
64
Board activities
65
Workforce engagement
69
Audit & Risk Committee Report
70
Environmental & Social
Sustainability Committee Report
74
Nominations & Governance
Committee Report
76
Directors’ Remuneration Report
78
Compliance with the UK
Corporate Governance Code
104
Consolidated
Financial Statements
Statement of Directors’
responsibilities
105
Independent auditor’s report
106
Report of independent registered
public accounting firm
119
Consolidated income statement
121
Consolidated statement of
comprehensive income
122
Consolidated balance sheet
123
Consolidated statement of
changes in equity
124
Consolidated cash flow statement 126
Notes to the Consolidated
Financial Statements
127
Parent Company
Financial Statements
Parent Company balance sheet
169
Parent Company statement of
changes in equity
170
Notes to the Parent Company
Financial Statements
171
Other Information
Directors’ Report
175
Group information
179
Shareholder information
193
Exhibits
197
Form 20-F cross reference
199
Climate and nature-related
disclosures cross reference
202
Forward-looking statements
204
Use of non-IFRS measures
205
Glossary
211
Useful information
212
Contents
What’s inside
We deliver better everyday health
with humanity — combining
trusted science, consumer insight,
and global expertise.
Our purpose drives sustainable
growth by improving health outcomes,
expanding access, and building
confidence in self care, ensuring our
brands make a measurable difference
in people’s lives around the world.
haleon.com/investors
Our approach to reporting
Integrated reporting
In addition to our shares being listed
on the London Stock Exchange (LSE),
Haleon is a foreign private issuer (FPI)
with American Depositary Shares (ADSs)
listed on the New York Stock Exchange
(NYSE). We have produced a combined
Annual Report and Form 20-F to ensure
consistency of information for both UK
and US investors. This Report contains
disclosures required to meet both
regulatory regimes.
The Report also includes non-IFRS
measures, which we believe provide
investors and other stakeholders with
important additional information about
the Company’s performance. Where
used, they are indicated.
External websites and/or reports that
are referred to in this Report are not
incorporated into and do not form part
of this Report.
Relevant policies are available on
our website
www.haleon.com/
who-we-are/Governance/codes-
policies-and-standards
Our key stakeholders
Consumers
Customers
Employees
Investors
Health Professionals
Suppliers
Governments and industry regulators
Portfolio of leading brands in resilient categories
Haleon at a glance
A world-class consumer company
focused on
better
everyday health
Six market
categories
Oral
Health
Vitamins, Minerals
& Supplements
(VMS)
Pain Relief
Respiratory
Health
Digestive
Health
Therapeutic Skin
Health & Other
Key superior
brands
Category size/
Haleon position1
£30bn/#1
3
£66bn/#1
£20bn/#1
£32bn/#2
£20bn/#1
£34bn/#3
4
Combined category growth at 3–4%
5
1.
Global Data £MSP 2024 (‘Oralcare’, mapping to Oral Health). Nicholas Hall £MSP 2024 (VMS; ‘Analgesics’ mapping to Pain Relief; ‘Cough Cold & Allergy’ plus ‘Smoking Control’ mapping to Respiratory Health; ‘Gastrointestinals’ mapping to Digestive Health;
and ‘Dermatologicals’ plus ‘Lifestyle CHC’ (excluding ‘Smoking Control’) mapping to Therapeutic Skin Health & Other). 2024 is the latest date to which data is available for the consumer healthcare market as a whole, beyond our individual categories.
2.
Non-IFRS measures are defined and reconciled to the nearest IFRS measure, see from page 205 for more details.
3.
Relates to Therapeutic Oral Health only, from: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (2024). Data set based on Haleon global category standards. Haleon is #3 across the entire Oral Health category.
4.
Relates to Therapeutic Skin Health only, mapped to the Nicholas Hall ‘Dermatologicals’ category alone. Haleon is #5 across the entire Therapeutic Skin Health & Other category.
5.
Haleon’s analysis of third-party market data including IQVIA, Circana, NIQ et al (2024). Data set based on Haleon global category standards.
Three key drivers of value creation:
to unlock our full potential2
c.£200bn
1
Market size
6
Global categories
£11bn
Revenue
4–6% organic
revenue growth
over
the medium term
Adjusted
operating profit
of high single-digit
growth at constant
currency
Strong cash flow
generation and
disciplined capital
allocation
Our purpose:
to deliver better
everyday health with humanity
Our strategy:
our Win as
One strategy is how we will
realise our ambitions
Find out more about
our
strategy
from page 6
Strong EPS growth
generating industry-leading shareholder returns
1
Strategic
Report
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
2025 highlights
Continued strong
performance
Reported financial measures
Non-IFRS measures
1
Non-financial
measures
Revenue
£11.0bn
2024: £11.2bn
Revenue growth
(1.8)%
2024: (0.6)%
Operating profit
£2.4bn
2024: £2.2bn
Operating
profit growth
9.3%
2024: 10.5%
Operating
profit margin
21.9%
2024: 19.6%
Net cash inflow from
operating activities
£2.6bn
2024: £2.3bn
Total borrowings/
profit after tax
5.1x
(2024: 6.9x)
Diluted earnings
per share
18.5p
2024: 15.7p
Total dividend per
ordinary share
2
7.1p
2024: 6.6p
Organic revenue growth
3.0%
2024: 5.0%
Adjusted
operating profit
£2.5bn
2024: £2.5bn
Organic operating
profit growth
10.5%
2024: 9.8%
Adjusted operating
profit margin
22.9%
2024: 22.3%
Free cash flow
£1.9bn
2024: £1.9bn
Net debt/adjusted
EBITDA
2.6x
2.8x at 31 December 2024
Adjusted diluted earnings
per share
18.8p
2024: 17.9p
55%
*
reduction in net Scope 1
and 2 carbon emissions
vs the 2020 baseline
9%
*
reduction of virgin
petroleum-based plastic
46.3%
gender representation
in leadership roles
3
74m+
people empowered to
be more included in
opportunities for better
everyday health
*
KPMG LLP has issued independent limited assurance over the selected data indicated using assurance standards ISAE(UK) 3000 and ISAE 3410.
1.
We use certain non-IFRS measures to provide additional information about the Company’s performance and position. Non-IFRS measures may be considered in addition to, but not as a substitute for or superior to, information presented in accordance with
IFRS. Non-IFRS measures are defined and reconciled to the nearest IFRS measure, see from page 205 for more details.
2.
Includes the interim dividend of 2.2p paid on 18 September 2025, and the proposed final dividend of 4.9p per ordinary share. The total dividend represents a payout ratio of approximately 38% of adjusted earnings (2024: approximately 37%).
3.
This does not include the US and Puerto Rico.
2
Haleon
Annual Report and Form 20-F 2025
Chair’s statement
Vindi Banga
Chair
For more information
about our 2025
results use the
QR code
It was a privilege to be appointed Chair
from 1 January 2026. Since then, I have
been focused on supporting Brian and
the Haleon Executive Team on our
strategy, and positioning Haleon for
the long term.
2025: Good progress in a
challenging market
Haleon delivered a competitive
performance in 2025, outperforming our
global categories in a challenging market.
Against this backdrop, we improved our
gross margin significantly through the
ongoing transformation of our supply
chain, allowing us to invest in
strengthening our brands while
delivering higher profits.
Governance
Following my appointment as Chair,
Alan Stewart was appointed as Senior
Independent Director from 1 January
2026. Bláthnaid Bergin, Chief Financial
Officer of J Sainsbury plc and Matt
Shattock, a highly experienced consumer
sector leader were appointed to the
Board in February and June 2025
respectively, adding to the collective
experience and strength of the Board.
The Board travelled to our global
Over-the-Counter (OTC) R&D and
manufacturing centre in Nyon,
Switzerland and to our largest market,
the US. These visits, as well as our
regular interactions with colleagues
across the business, provide valuable
insights.
We continue to uphold the highest
standard of ethics and regulatory
compliance ensuring transparency and
accountability in all we do. We also
reaffirmed our commitment to delivering
better everyday health with humanity
through our Health Inclusivity and
Sustainability Report, which is an
integral part of our Win as One strategy.
In 2025, we achieved all the Responsible
Business goals we set at listing, including
empowering 50m people annually
to access improved everyday health.
We have now set an ambitious goal of
providing opportunities for over 300m
people a year to take more control of
their health by 2030.
Focus for 2026
The Board has the following priorities for
this year.
— Driving our growth, productivity and
culture change agenda, including the
implementation of our new operating
model.
— Supporting our value creation
framework through disciplined capital
allocation to deliver our ambition
of generating industry-leading
shareholder returns.
— Building our capabilities in innovation,
marketing, R&D, information, data
analytics and customer excellence
to that of a world-class consumer-
focused business.
— Maintaining strong corporate
governance and upholding robust
ethical standards.
My Board and I will work closely with the
Executive Team to support Haleon’s
continuing evolution, and drive
performance and shareholder returns
through the delivery of our strategy.
Thank you
I would like to thank Sir Dave Lewis for
his contribution as Chair since listing, as
well as Brian and the Executive Team for
their commitment and hard work in 2025.
Win as One
In May, we launched our new Win as
One strategy, a bold and ambitious plan
to unlock our full potential. We are
focused on delivering three strategic
priorities: delivering consistent growth,
unlocking productivity gains and
embedding an agile, performance-
focused culture. In January 2026, we
announced our new operating model,
which will enable us to drive growth and
agility in support of our new strategy.
This will enable better investment
choices, superior execution and
enhanced marketing and brand-building
capabilities.
Disciplined capital allocation
and dividend
The final Pfizer sell-down in March 2025
was an important milestone for us as a
standalone business and reflects our
significant progress since listing. We have
delevered to 2.6x net debt / adjusted
EBITDA, enabling us to return substantial
value to our shareholders. In 2025,
we returned a total of £1.1bn through
dividends and buyback.
Our strategic position in China, our
second-largest market and a key source
of long-term growth, was advanced
through the acquisition of the remaining
12% stake in our TSKF joint venture.
We remain focused on bolt-on
acquisitions that complement our
existing portfolio, with a strong
strategic fit and attractive financials.
The Board is proposing a total
dividend of 7.1p per ordinary share
which represents a payout ratio of
approximately 38% of 2025 adjusted
earnings. This includes a final dividend
of 4.9p per ordinary share.
A year of
good
progress
We are focused on delivering our
three key priorities in support of our
Win as One strategy.
3
Strategic
Report
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our
value creation
framework
Our business model
We will drive strong earnings per share growth to generate
industry-leading shareholder returns.
Operating leverage1
Strong cash flow generation1
Disciplined capital allocation
— 4–6% annual organic revenue growth
2
.
— +50–80bps adjusted gross profit margin per year
3
.
— High single-digit adjusted operating profit growth4.
— Working capital improvement.
— Strong free cash flow.
— c.2.5x net debt/adjusted EBITDA.
— Invest for growth.
— Bolt-on acquisitions.
— Return surplus cash to shareholders.
Organic revenue growth:
Against a challenging backdrop in our major markets, revenue grew
3.0% organically, below our 4–6% target range.
Gross profit margin expansion:
Continued complexity reduction and operational excellence
across the supply chain delivered +220bps of adjusted gross profit
margin improvement at constant currency, well ahead of our
external guidance, and powering us towards our five-year target
of total £800m gross productivity savings.
Adjusted operating profit growth:
In 2025 Haleon delivered organic operating profit growth of
10.5%, ahead of our high single-digit guidance. A&P investment
at 20.5% of net revenue fuelled top-line growth, whilst R&D
investment also grew high single-digit, reinforcing our strong
scientific capability and innovation platforms. Strong discipline
on remaining income statement lines delivered organic operating
profit margin expansion of +160bps (+60bps on a reported basis).
Working capital improvements:
Working capital improvements generated £0.2bn of additional
cash, driven by inventory and payables optimisations, reducing our
cash cycle and allowing reinvestment focus areas.
Strong free cash flow:
Strong free cash flow of £1.9bn (2024: £1.9bn), maintaining a trend
of strong cash generation.
Strong investment grade balance sheet:
Robust free cash flow delivery and strategic capital allocation
choices reinforce our strong investment grade balance sheet,
with FY25 leverage at 2.6x and significant capacity to support
future investments.
Investing for growth:
In 2025, Haleon focused reinvestment in: superior brands to drive
top-line growth; supply chain optimisation to deliver gross profit
margin expansion; and processes, people and systems to drive
operating efficiencies and productivity – all of which delivered
sustainable growth and attractive returns. Capital expenditure
was £0.4bn (3.7% of revenue).
Bolt-on M&A:
We remain committed to balancing portfolio management
alongside value-accretive acquisitions. In June we completed the
acquisition of the remaining 12% stake in our China Joint Venture
for c.£0.2bn
Shareholder returns:
Haleon has a dividend policy that looks to balance its
shareholders’ interests, while ensuring the long-term success
of the Company. In 2025, Haleon returned over £1.1bn to
shareholders, through £0.5bn in share buybacks and £0.6bn in
dividends. The Board has proposed a 2025 total dividend of 7.1p
per ordinary share, representing approximately 38% of 2025
adjusted earnings (37% in 2024). Over the medium term, Haleon
expects dividends to grow at least in line with adjusted earnings.
Strong EPS
1
growth generating industry-leading shareholder returns
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
2.
Over the medium term, the Company expects annual organic revenue growth of 4–6%.
3.
On average over the next 5 years at constant currency.
4.
At constant currency.
Our value creation is focused on:
1) Operating leverage from top-line growth; 2) Strong free cash flow generation; and 3) Disciplined capital allocation.
4
Haleon
Annual Report and Form 20-F 2025
Chief Executive Officer’s review
Transforming into a world-class
consumer company
2025 was an important year for Haleon.
We made good progress against our three
strategic priorities: delivering competitive
growth in a challenging environment;
unlocking productivity gains and embedding
an agile; performance-focused culture.
Financial highlights
Organic revenue grew 3.0% (reported (1.8)%)
and 60% of our brands grew or maintained
market share. We continued to drive
productivity, with adjusted gross profit margin
up 220bps at constant currency (reported
350bps), which provided capacity for healthy
investment in the business. This resulted in
organic operating profit growth of 10.5%
(reported 9.3%). Adjusted operating profit
margin increased 160bps on an organic basis
and 60bps on an actual exchange rate basis
(reported 230bps). Free cash flow for the year
was strong, and we invested in high-growth
markets such as China, where we acquired the
remaining stake in our TSKF joint venture to
take us to full ownership.
Productivity
We aim to unlock £800m in gross supply
chain savings over the next five years through
optimising our supply chain, allowing us to
deliver operating leverage more consistently
to the bottom line. Progress includes:
— Tracking well against our targets to reduce
SKUs, packaging and formulations by
around 30%.
— Increasing our multi-sourcing of ingredients
to around 90% and lower logistics costs
from optimising shipments, ports and global
leverage. Further efficiencies will flow from
globalised engineering, technical platforms
and an innovation supply chain.
Culture
We are transforming Haleon into a world-class
consumer company, with an agile,
performance-focused culture. Progress
includes:
— Employee engagement reached 82% in
our latest annual engagement survey.
— In January 2026, we announced plans to
evolve our operating model to drive growth
and agility in support of our Win as One
ambitions. This included creating a new
Chief Growth Officer role to lead our growth
and innovation agenda alongside the
creation of six new Operating Units, which
all sit on the Haleon Executive Team,
bringing the voice of consumers deeper
into strategic decision making.
Strengthening our leadership
In May 2025, we welcomed Nathalie
Gerschtein as our new President, North
America, who brings over two decades of
experience across the retail, FMCG and
beauty industries. Carl Haney also joined as
our new Chief R&D Officer in August 2025,
bringing world-class expertise in driving
transformative innovation within global
consumer businesses.
Introducing our Win as One strategy
Haleon operates in an attractive and highly
relevant global consumer health sector worth
around £200bn
1
today. We are well positioned
to benefit from favourable long-term macro
trends including the global focus on health
and wellness, ageing populations, and
a growing middle class, particularly in
emerging markets.
This year, we launched our Win as One
strategy, which will enable us to unlock our
full potential. It will support our ambitions to
reach one billion more consumers by 2030
and deliver industry-leading shareholder
returns. Read more on page 6.
Growth
Leveraging our global footprint, scaling our
innovations and capitalising on the strength
and breadth of our superior brands, will
enable us to deliver health in more hands.
We are focused on three key opportunities:
—
Closing the incidence vs treatment gap:
In
Gum Health, parodontax has become one of
our top-selling innovations across China’s
largest three cities and is now in over
10,000 stores. We continue to roll out
Sensodyne’s Clinical range which is fuelling
growth among younger consumers.
—
Innovation-led premiumisation:
In North
America, we launched our new nasal mist
technology under the Theraflu brand
following its success with Otrivin, which is
driving strong market gains. In VMS, the
expansion of Centrum Daily Kits across
Asia-Pacific has delivered market share
gains with over one million packs sold
since launch.
—
Reaching lower-income consumers:
We
more than doubled rural India distribution
to 600,000 outlets, boosting 20-Rupee
Sensodyne consumption, expanding ENO
3-in-1 reach and launching 10-Rupee
Centrum Recharge.
Brian McNamara
Chief Executive Officer
As part of our announcement to evolve our
operating model in January 2026, Filippo Lanzi
became Chief Growth Officer, and Björn
Timelin became Chief Transformation Officer.
Jon Workman was appointed President,
Europe and Özlem Kaynak was named as
President, Middle East & Africa.
We also welcomed two new external leaders.
Andrés González joined as President, Latin
America from Unilever, where he was most
recently President Beauty & Wellbeing LatAm
and President, Unilever Brazil. Kedar Lele
joined as President, India Subcontinent from
Castrol India Ltd, where he was most recently
Managing Director for Castrol India’s South
Asia business. Thank you to Lisa Paley and
Franck Riot, who left the business in 2025,
for their significant contributions to Haleon.
2026 outlook
The opportunity ahead for Haleon is
significant and I remain confident in our
ability to deliver on our medium-term
guidance. In 2026, we expect organic revenue
growth of 3–5% and high single-digit adjusted
operating profit growth at constant currency.
Thank you
I would like to thank Sir Dave Lewis for the
instrumental role he played as Haleon’s Chair
since our listing in July 2022, and for his
support to me and my Executive Team.
I look forward to working closely with
Vindi Banga, our new Chair, in the year ahead.
Vindi has an extensive track record in global
consumer businesses and extensive
international Board experience.
Finally, I would like to thank the Board and
everyone at Haleon for their hard work and
commitment to the business.
Win as One
1.
Nicholas Hall, Euromonitor Passport and Haleon analysis
of third-party data, the latest available data for the
Consumer Healthcare market as a whole, beyond our
individual categories.
5
Strategic
Report
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our strategy
We are making good progress to transform Haleon into
a world-class consumer company.
Our Win as One strategy is all about raising our ambitions and unlocking
our full potential. It is how we are mobilising and driving the organisation
forward, to capture the opportunities we see ahead. Our strategy consists of
mutually reinforcing elements: our purpose, two ambitions, four strategic
drivers and four behaviours.
1. Health in more hands
Help many more people solve more of their
everyday health needs
This is about unlocking significant headroom within
our categories. It is about driving penetration,
closing the incidence vs treatment gap, delivering
innovation-led premiumisation, and expanding
reach among under-served segments, including
lower-income consumers. It is also about driving
geographic expansion and new occasions.
2. Superior brands
Build superior brands – trusted and preferred
by consumers, customers and experts
This is about leveraging our category footprint,
scaling our innovations, capitalising on the strength
and breadth of our brand portfolio, and driving
expert advocacy and recommendation. We are also
developing superior innovation and claims backed
by scientific evidence, delighting consumers with
pack and sensorial attributes, and ensuring brilliant
execution to be first choice at shelf.
3. Wired for excellence
Create capability advantage across the value
chain – powered by data, digital and analytics,
and operational excellence
We are driving efficiency and productivity across
the entire value chain. This includes reducing
unnecessary complexity and inefficiency in our
supply chain – radically simplifying our current
portfolio and evolving our manufacturing footprint.
We are also driving innovation, and customer and
shopper excellence.
4. Full potential people
Unleash the full potential of our people to be
at their best
We do this by unlocking the potential of our people
to deliver on our ambitions and cultivating a culture
that gives us a genuine competitive advantage. We
are simplifying our processes, uplifting capability
and driving a culture shift to become a more agile,
performance-focused company. This includes
streamlining our operating model and continuing to
expand our business services footprint to support
our growth and productivity agenda.
Our strategy:
Win as One
We have defined
two ambitions
Reach 1bn more consumers by 2030
We are proud of the impact we have on people around the world. Haleon helps 1.4bn consumers
1
globally
to look after their everyday health and by 20230 we aim to serve a billion more.
Generate industry-leading shareholder returns
We will create value for shareholders and generate industry-leading shareholder returns by driving
continued top-line growth, capturing significant gross profit margin opportunity and continuing to
transform into a more agile and performance-focused consumer company.
We will deliver our ambitions through
four strategic drivers
Strategic drivers
Health in more hands
Superior brands
Wired for excellence
Full potential people
R
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e
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b
y
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3
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y
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e
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a
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e
h
o
l
d
e
r
r
e
t
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r
n
s
Deliver
better everyday
health with
humanity
Our behaviours
Consumer ﬁrst, always
Collaborate for impact
Unlock value, at pace
Grow myself and others
Our purpose
Our purpose is to deliver better everyday health with humanity.
This is the impact we want to create for our consumers
around the world.
1.
Reach modelling study 2025, conducted by Europanel (a joint venture between Numerator UK Ltd and YouGov GMBh).
6
Haleon
Annual Report and Form 20-F 2025
We are focused on addressing the social and environmental barriers that hold
people back from better everyday health. For us this includes: empowering people
to take charge of their health, minimising our impact on the environment, and
upholding high standards across our value chain.
Our
Health Inclusivity and Sustainability
strategy
is woven
into every element of our strategy and is at the heart of
everything we do
Our
competitive strengths
will help us unlock our ambitions
To
Win
as One, we have embedded
four behaviours
1. Consumer first, always
Understand the consumer and take action to meet their needs; make purpose-led
decisions; and prioritise solutions that benefit consumers.
2. Collaborate for impact
Build relationships to deliver our purpose and ambitions; seek diverse views to test
thinking; and constructively challenge for better outcomes.
3. Unlock value at pace
Effectively use data to shape stretching goals; relentlessly focus on creating
shareholder value; and have a bias for action – fast decisions, execute, learn
and improve.
4. Grow myself and others
Our employees own their own growth and performance, have candid
conversations and energise and inspire others for resilience and potential
The Board and Executive Team review updates on strategy evolution and performance throughout
the year.
See also our
approach to health inclusivity and sustainability
,
key performance indicators
,
2025 finance
review
,
approach to risk
, and
Board activities’
sections, on pages 15, 40, 42, 50 and 65.
Consumer first
We focus on understanding the consumer
and prioritising solutions that meet their health
needs. This helps us to develop fit-for-purpose
innovation and communication, and to enhance
our engagement with Health Professionals who
help educate consumers. There is a huge
opportunity to create products that improve
people’s quality of life, not just treat their
health needs.
Trusted science
We leverage the technical and scientific
expertise of our scientists, and are investing
c. £200m in a new cutting-edge R&D facility.
Our regulatory excellence is world class, and we
continue to advance this to shape the future of
healthcare policy and regulation, innovate with
new digital solutions, and actively support
product licences. Science is at the heart of our
brands, and we are going to continue investing
here, but in new digital ways. In addition to our
high-quality clinical studies, we are expanding the
use of ‘real-world-evidence studies’ to provide
robust insight into both usage and quality-of-life
benefits of products for our consumers.
Pharmacy channel expertise
Pharmacies are considered a first point of care
for consumers. Our geographic footprint and
extensive sales force give us strong reach in this
channel, where recommendation of trusted health
products matters. We have direct relationships
with pharmacists, anchored in: offering best-in-
class shopper experience through a variety of
tools and solutions; leading category growth
via our in-store execution programmes; and
educating and partnering with pharmacists to
best engage with their customers, enriched
with digital capabilities.
7
Strategic
Report
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Market drivers
Consumer Health is an attractive,
evolving sector supported by
long-term macro trends
Socioeconomic and
geopolitical
dynamics shifting
Consumer needs
evolving
Channel landscape
evolving
Regulatory dynamics
changing
Global population growth is
driven by Asia and Middle East
and Africa, with India having
overtaken China in population
size. Emerging-market
urbanisation and middle-class
expansion, and developed-
market income polarisation, are
driving self-care. Geopolitical
risks, tariffs and currency
fluctuations also impact
affordability and supply chains.
Chronic conditions are becoming
more common, driven by ageing
populations, and environmental
and behavioural factors. Online
channels are becoming a key
source of health information
and health specialists are still
influencing purchasing decisions
1
.
Demand is also increasing for
holistic health solutions
1
, digital
tools, ingredient transparency,
efficacy and credibility.
Grocery, drug and traditional
pharmacy channels are under
significant pressure, with
increasing input costs.
Meanwhile, shifts to ecommerce
and eB2B are accelerating. As a
consequence, retailers and
online platforms are using data
and technology to shape their
offerings, pricing and consumer
experience.
Health systems are shifting
towards self-care and expanding
the role of pharmacies to
manage strong self-care demand,
health-worker shortages and cost
pressures. Regulations are also
increasing – with stronger scrutiny
of health claims, tighter ingredient
safety and transparency, and
increasing ESG regulations and
reporting requirements.
53%
of Consumer Health market
growth comes from
emerging markets
2
1.4bn
people will be aged 60+
by 2030
3
23%
of Consumer Health sales are
made online
4
18m
global health-workers
shortage expected by 2030
3
Broader sector dynamics
The Consumer Health sector continued to
emerge and evolve in 2025. Opella became
a standalone Consumer Health company,
following the completion of Sanofi’s sale of a
controlling 50% stake to private equity firm
Clayton, Dubilier & Rice. Following Kenvue’s
listing as a fully-independent company,
Kimberly-Clark announced its intention to
acquire Kenvue and create a $32bn global
health and wellness company. In parallel,
Consumer Health companies are actively
reshaping their portfolios: Church & Dwight
and Nestlé engaged in strategic reviews of
their VMS businesses; and Procter & Gamble
recently acquired Digestive Health brand
Wonderbelly. Reckitt divested its Essential
Home business (retaining a 30% equity stake),
to become a simpler consumer health and
hygiene company. Businesses in the sector
include Bayer, Church & Dwight, Colgate-
Palmolive, Kenvue, Nestlé, Opella, Procter &
Gamble, Reckitt and Unilever, along with
local players. While the sector is highly
competitive, Haleon has been able to
differentiate itself through its purpose
and Win as One strategy, underpinned by
consumer understanding, trusted science
and pharmacy channel expertise.
Haleon is well positioned. As socioeconomic and geopolitical
dynamics shift, we see growing opportunities to drive reach and
optimise our supply chain. We have strong positions in attractive
categories, which help us address evolving consumer needs and
regulatory trends. We are investing in digital and technology,
and have competitive strengths in pharmacies and with experts,
to help us adapt to the evolving channel landscape.
1.
Source: NIQ, ‘Global State of Health and Wellness’,
2025.
2.
Nicholas Hall’s global CHC database, DB6 (2024),
GlobalData (2024).
3.
World Health Organization.
4.
Euromonitor.
8
Haleon
Annual Report and Form 20-F 2025
Our categories
Oral Health
Activity examples
Key growth driver and 2025 activities
Market
driver(s)
Innovation-led premiumisation
Expanded Sensodyne Clinical range globally.
Clinically proven to whiten teeth
by two shades
5
and provide 24/7 sensitivity protection
6
, Sensodyne Clinical White
is now available in more than 25 markets and is ranked as a top 10 innovation in
the US Oral Health market.
Expanding reach
Improved access to Oral Health in emerging markets.
Introduced an affordable
Sensodyne Cavity + Sensitivity toothpaste in 15 markets, including Indonesia and
South Africa, addressing affordability barriers, and supported by online activation.
Scaling innovation
Expanded Gum Health innovation globally.
Building on its successful 2024
launch, we expanded parodontax’s distribution in China
7
, contributing to the
brand’s global double-digit growth
8
.
Expert recommendation
Strengthened scientific leadership in Gum Health Sensitivity care.
Presented
two sessions at ‘EuroPerio 11’, attended by over 10,000 dental professionals,
around evidence-based care for dentine hypersensitivity and gingivitis.
Superior innovation
Enhanced Denture Care performance
, with the rollout of Poligrip Ultimate
‘All in One’ across Europe, US and Japan
8
. It offers 263% stronger hold
9
, our best
biting power
10
and clinically-proven comfort with 12-hour hold. The launch
achieved around 5% market share in Japan within seven months of launch
11
and
ranked as the #1 Denture Care innovation in the US
12
.
See page 47 for further information on performance
during the year.
2025 revenue
£3,461m
4.5%
growth
7.9%
organic growth
Our brands
The importance of Oral Health
According to the World Health
Organization (WHO), nearly half of the
world’s population is affected by oral
diseases or conditions, with cases
increasing by c.1 billion
1
over the past
30 years. Poor Oral Health not only leads
to discomfort and pain, it also increases
the risk of noncommunicable diseases
such as diabetes, obesity and
cardiovascular diseases. Oral Health
conditions are, in most cases,
preventable and treatable, if managed in
their early stages. Tooth sensitivity and
gum disease are widespread (each with
c.45–50% prevalence
2
), yet treatment
rates remain low, with for example only
around a third of consumers
2
using a
specialist toothpaste for each condition.
Our position
We focus on premium, specialist
Therapeutic Oral Health with broad
geographic presence. Haleon is the
global #1
3
in Sensitivity toothpaste
(with Sensodyne), #2
4
in Gum Health
toothpaste (with parodontax), and #1
3
in Denture Care (with Corega/
Polident/Poligrip).
1.
Source: World Health Organization, Global Oral Health Status Report, 2022.
2.
Source: Sensodyne Haleon Incidence & Usage Study, 2022, across 10 markets; parodontax Global U&A
Refresh 2022 Clear.
3.
Source: GlobalData (2024), the latest available data for the Consumer Health as a whole, beyond our
individual categories, and Haleon analysis of third-party market data. Share rankings shown are based on
value sales for the year ended December 2024.
4.
Source: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (2024). Data set is based
on Haleon global category standards.
5.
Versus a non-whitening toothpaste after 8 weeks’ twice daily brushing.
6.
With twice daily brushing.
7.
Source: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (October 2025 year to
date). Data set is based on Haleon global category standards.
8.
Source: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (MAT, September 2025).
Data set is based on Haleon global category standards.
9.
Versus no adhesive at 1 hour.
10.
Includes Poligrip’s best biting-power technology.
11.
Source: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (March to September
2025). Data set is based on Haleon global category standards.
12.
Source: Circana, LLC, Total US – MULO+ with Convenience, Denture Care Category, 2025 Innovation: Y,
Dollar Sales, CY Ending Dec 28, 2025.
Market drivers
Socioeconomic and geopolitical dynamics shifting
Consumer needs evolving
Channel landscape evolving
Regulatory dynamics changing
9
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our categories
continued
Vitamins, Minerals &
Supplements (VMS)
Activity examples
Key growth driver and 2025 activities
Market
driver(s)
Innovation-led premiumisation
Continued our expansion across Asia-Pacific of our Centrum Daily Kits range,
a 30-day supply of tailored vitamins for gender and age needs. The range now
features added premium benefits including cellular health and metabolism
support, delivering the largest innovation for Centrum globally.
Expanding reach
Accelerated access to Centrum range for lower-income consumers,
via growth
of our Centrum Essential Benefit range of Multivitamin, Energy and Immunity
solutions. The range continued to attract new consumers to the category and
Centrum brand in Brazil.
Superior innovation
Launched Caltrate Kids Liquid
in China, with a patented Vitamin K2 formulation
for ten times better absorption, supported by key-opinion-leader content to
enhance education and build consumer trust in digital commerce.
Claims backed by evidence
Launched new, superior cognition claim for Centrum Silver
in the US, that
‘Taking Centrum Silver may slow cognitive ageing up to 60%’, amplified by digital
activation and influencer support.
Expert recommendation
Enhanced expert activation for Centrum.
Continued inviting experts globally,
and across the US and Southeast Asia, to ‘Think Again’ about Multivitamin
benefits. Over 85% of experts in the Philippines who took part stated that they
would be likely to recommend Centrum Multivitamin to their patients.
Meaningful and different brands
Expanded the Emergen-C brand in the US.
Launched a new master-brand
campaign, ‘So much more than Vitamin C!’, highlighting Emergen-C ingredients
beyond vitamin C (including B vitamins, zinc and electrolytes), driving share growth
in the market.
See page 47 for further information on performance
during the year.
2025 revenue
£1,685m
(0.6)%
growth
1.9%
organic growth
Our brands
The importance of VMS
Health and wellness is a top priority for
consumers, with particular interests in
need states such as nutrition, cognition,
longevity and weight management. Good
nutrition also serves as the foundation
for other health and wellness needs.
However, the majority of the global
population do not consume enough
micronutrients essential to health. Our
ambition is to enable consumers to take
control of their health and wellness with
trusted, science-backed supplements
that fill critical nutrient gaps.
Our position
Haleon is the #1 player in VMS globally
1
.
Our key brands include: Centrum – the
world’s leading Multivitamin
1
; Caltrate
– world leader in Calcium
1
; and
Emergen-C – world leader in Vitamin C
1
.
1.
Source: Nicholas Hall’s global CHC database, DB6 (2024) and Haleon analysis of third-party market
data, the latest available data for the Consumer Health market as a whole, beyond our individual
categories.
Market drivers
Socioeconomic and geopolitical dynamics shifting
Consumer needs evolving
Channel landscape evolving
Regulatory dynamics changing
10
Haleon
Annual Report and Form 20-F 2025
Activity examples
Key growth driver and 2025 activities
Market
driver(s)
Geographic expansion
Expanded Voltaren 2% into China
.
Launched Voltaren 12-Hour Pain Relief Gel in
China, driving market share growth in Pain Relief in that market
2
.
Meaningful and differentiated brands
Launched a new campaign for Advil US.
‘No Pain, More Gain’, which went back to
the root strength of the brand, efficacy. It launched in July and delivered positive
share performance even in the first 12 weeks
3
.
Expert recommendation
Partnered with medical experts to advance the understanding of pain.
We
launched the Haleon Pain Management Institute (HPMI) in 15 countries across
the globe, in collaboration with local Health Professionals. This initiative reflects
Haleon’s commitment to accelerate the science and understanding of pain for
better pain management and outcomes.
Brilliant execution
Scaled Voltaren’s sponsorship approach.
Voltaren became the official licensed
pain killer of the UEFA Champions League, a first for Haleon, Voltaren and UEFA.
The campaign, designed to strengthen Voltaren’s relevance among younger, active
consumers, culminated at the final in Munich in May 2025 and was activated
across broad media channels, including in-store displays and an experiential zone
within the stadium.
Pain Relief
The importance of Pain Relief
Pain is a consistent and universal issue,
affecting over 90%
1
of the adult
population. Yet six in ten
1
people wait
before treating it, while only one in
three
1
people seek relief from their pain
immediately. When we fail to manage
our pain, many aspects of our health
can suffer, for example we exercise less,
move less and struggle to sleep. The
social and emotional impacts of pain
continue to increase, with stigma and
social isolation arising from everyday
pain increasing worldwide
1
. We aim to
break down the barriers to seeking Pain
Relief, to support better everyday health
for everyone.
Our position
Our portfolio spans Systemic and Topical
sub-categories, with strong brands
including Voltaren, Panadol, Advil,
Excedrin, Fenbid and Grand-Pa.
1.
Source: Haleon Global Pain Index, 2023, 5th Edition.
2.
Source: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (12 months to
September 2025). Data set is based on Haleon global category standards.
3.
Source: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (2025). Data set is
based on Haleon global category standards.
See page 47 for further information on performance
during the year.
2025 revenue
£2,564m
–%
growth
2.3%
organic growth
Our brands
Market drivers
Socioeconomic and geopolitical dynamics shifting
Consumer needs evolving
Channel landscape evolving
Regulatory dynamics changing
11
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our categories
continued
Respiratory
Health
The importance of Respiratory Health
Respiratory Health is a key pillar of
everyday health, with the common
cold being one of the most common
infectious diseases
1
, having a high impact
on people’s quality of life and global
economies. Many consumers seek out
self-care options for common cold-
related symptoms, with 70%-80% of
sufferers feeling confident in treating
themselves for these conditions
2
, yet
over 40% do not utilise Over-the-
Counter (OTC) treatments
3
. Our ambition
is to close the incidence vs treatment gap
with our portfolio of trusted brands.
Our position
Our portfolio spans a range of Cough,
Cold and Allergy sub-categories, with
strong brands including Otrivin, Theraflu,
Flonase and Robitussin.
1.
Source: Harvard Health, 2023.
2.
Source: Global Self-Care Federation, 2024.
3.
Source: The Consumer Healthcare Association, 2023.
4.
Source: Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al
(November 2025 year to date). Data set is based on Haleon global category standards.
Activity examples
Key growth driver and 2025 activities
Market
driver(s)
Innovation-led premiumisation
Continued the global expansion of our superior Otrivin Nasal Mist.
We
launched this in a further 10 countries in 2025, including in Italy, Norway and the
US. It was also launched under our Theraflu brand in the US
4
. The continued
roll-out drove global consumption growth in 2025 ahead of the market
4
.
Innovation-led premiumisation
Received industry recognition for Nasal Mist innovation.
Theraflu Nasal Mist
won the ‘Best in Show 2025’ Ameristar design award for its innovative side-
actuated spray – offering comfort, precision, accessibility and safety-compliant
packaging. It also recently won a WorldStar Global Packaging Award 2026 in
the US.
Meaningful and different brands
Theraflu strengthened demand power.
We continued Theraflu’s award-winning
‘Right to Rest and Recover’ multi-year initiative in the US and Poland, to champion
the right for workers to take time off when they fall sick. This consistently-lived
purpose helped build relevance with the consumer and strengthen Theraflu’s
brand demand power among those exposed to the campaign.
Health inclusivity and sustainability
Making our packaging more sustainable.
We are progressing with the transition
to using mass balance bio-based resins for the production of Otrivin nasal sprays,
which delivered incremental virgin petroleum-based plastic savings in 2025.
See page 47 for further information on performance
during the year.
2025 revenue
£1,873m
(11.7)%
growth
(1.9)%
organic growth
Our brands
Market drivers
Socioeconomic and geopolitical dynamics shifting
Consumer needs evolving
Channel landscape evolving
Regulatory dynamics changing
12
Haleon
Annual Report and Form 20-F 2025
2025 revenue
£987m
(4.1)%
growth
0.5%
organic growth
Our brands
Digestive
Health
See page 47 for further information on performance
during the year.
Activity examples
Key growth driver and 2025 activities
Market
driver(s)
Delighting consumers
Grew Tums’ household penetration.
In the US, expansion of a new format
(Chewy Bites) and retail exclusive flavours, supported by digital commerce
acceleration, attracted new, young consumers to the category and lowered
barriers to treatment.
Innovation-led premiumisation
Expanded Benefiber to new consumers for proactive digestive wellness.
Benefiber Prebiotic Fiber + Supergreens targets GLP-1 users, to help close the fibre
gap related to low-calorie diets and support energy levels. Activation included an
influencer programme designed to engage GLP-1 consumers, complemented by
in-store activations across key retailers.
Meaningful and different brands
Drove growth with a new Benefiber campaign.
Successfully launched a new
master-brand communication for the Benefiber brand, ‘Grow what feels good’,
reinforcing proactive gut health through fibre. It helped drive Benefiber growth at
more than twice the rate of growth of the Fibre category.
Innovation-led premiumisation
Continued to grow ENO ‘3 in 1’ in India, gaining significant share.
Launched in
2024, it combines the trusted relief of ENO, as India’s #1 Antacid Immediate Relief
brand
3
, with natural ingredients – cumin, carom seeds and black salt. It provides a
one-stop solution, for fast and effective relief to treat multiple symptoms (acidity,
gas and indigestion).
Expanding reach
Improved access to Digestive Health in Brazil with a new, convenient and
affordable format
. Continued the expansion of Digestive Health products in
Brazil with ENOMAGNO stick pack format, a new brand tailored for the
Magnesium Hydroxide liquid range. It offers the same product in a convenient,
single-dose, on-the-go format, with lower out-of-pocket vs the regular format
(bottles). ENOMAGNO stick pack drove market share gains
4
in the liquid segment,
with more than 80% of stick-pack consumers being new to the category.
The importance of Digestive Health
Digestive Health issues affect a large
proportion of the global population.
For example, over 60% of adults in the
US experience digestive health issues.
A healthy digestive system ensures that
the body effectively absorbs nutrients,
vitamins and minerals from food, which
are essential for maintaining energy
levels, supporting immune function and
promoting overall health. The Digestive
Health category includes proactive
solutions that complement the VMS
category, such as fibre, as well as
reactive treatments, like antacids and
laxatives. There is growing consumer
demand for Digestive Health solutions,
driven by increased awareness of the
importance of gut health, as well as
the increase in GLP-1 use
1
.
Our position
Haleon is the #1
2
manufacturer in the
global Digestive Health category, driven
by our leading position in Antacids.
We have a focused geographic presence
in Digestive Health across key markets –
US, India and Brazil (representing c.85%
2
of sales) – underpinned by brands such
as Tums, ENO and Benefiber.
1.
Source: NIQ, ‘Global State of Health and Wellness’, 2025.
2.
Source: Nicholas Hall’s global CHC database, DB6 (2024) and Haleon analysis of third-party data (2024),
the latest available data for the Consumer Healthcare market as a whole, beyond our individual
categories. Digestive Health refers to the Gastrointestinals category.
3.
Haleon’s analysis of third-party data including IQVIA, Circana, Nielsen et al (November 2025 year to
date). Data set is based on Haleon global category standards.
4.
Source: IQVIA, OTC consumption report, July-September 2025.
Market drivers
Socioeconomic and geopolitical dynamics shifting
Consumer needs evolving
Channel landscape evolving
Regulatory dynamics changing
13
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
2025 revenue
£460m
(9.8)%
growth
2.0%
organic growth
Our brands
Therapeutic
Skin Health
& Other
See page 47 for further information on performance
during the year.
The importance of Therapeutic
Skin Health & Other
In 2021, skin and sub-cutaneous
diseases affected 25% of the population,
up by over 35% since 1990, contributed
to by lifestyle, environmental and climate
change factors. They disproportionately
affect women, children, older adults and
disadvantaged groups, often leading to
stigma and discrimination. However,
awareness remains low – both among
Health Providers and the general public.
In 2025, WHO Member States adopted
a resolution to recognise skin diseases
as a global health priority
1
. Our aim is
to help consumers better manage
their conditions, to deliver better
everyday health.
Our position
Our Therapeutic Skin Health & Other
brands consist of key brands such as:
Zovirax/Abreva – the global leader in
Cold Sore treatments; Bactroban – the
leading Wound-Healing brand in China;
and Fenistil – the top Anti-Itch solution
in EMEA & LATAM. Outside of
Therapeutic Skin Health brands,
our key ‘Other’ brand is Eroxon.
1.
Source: World Health Organization, 2025.
2.
Source: IQVIA, OTC consumption report, July-September 2025, topline L1M data showing
11% market share and #2 position in September 2025.
3.
Source: IQVIA OTC consumption report, L6M Oct 2026.
Activity examples
Key growth driver and 2025 activities
Market
driver(s)
Closing the incidence vs treatment gap
Further expanded the Bactroban brand beyond antibacterial ointment in
China.
Bactroban launched Adapalene Gel in 2024, as an acne treatment for face,
chest and back, and has already achieved the number two position in the acne
market in China
2
.
Expert recommendation
Advanced Bactroban leadership in China county areas via a treatment and
education campaign.
Bactroban engaged dermatologists in providing free mobile
dermatology clinics and educational events, delivering healthcare and wellbeing
to consumers’ doorsteps via county hospitals. The initiative also included training
sessions for dermatologists on various skin conditions. This helped strengthen
consumer and expert awareness, and Bactroban’s number one position in wound
healing in the county
3
.
Claims backed by evidence
Leveraged expert-led communication to drive growth of Abreva,
with the
launch of a new digital campaign in the US. The campaign featured a board-
certified dermatologist as the brand spokesperson. It was centred around the
claim, ’5 in 1 multi-symptom cold sore relief’, to support consumers with faster
healing and relief from pain, burning, itching and tingling.
Market drivers
Socioeconomic and geopolitical dynamics shifting
Consumer needs evolving
Channel landscape evolving
Regulatory dynamics changing
Our categories
continued
14
Haleon
Annual Report and Form 20-F 2025
Our approach to health inclusivity and sustainability
Health inclusivity
and sustainability
Our goals
2025
performance
1
2024
performance
1
We aim to empower millions of people a year
to be more included in opportunities for
better everyday health, empowering
50 million people a year by 2025
2
.
74m+
50m+
We aim to reduce our net Scope 1 and 2
carbon emissions by 100% by 2030 vs a 2020
baseline
3
.
(55)%
*
(50)%
We aim to reduce our Scope 3 carbon
emissions from source to sale by 42% by 2030
vs a 2022 baseline
3
.
(13)%
(9)%
4
We aim to reduce our use of virgin
petroleum-based plastic by 10% by 2025,
and a third by 2030 vs a 2022 baseline
2,5
.
(9)%
*
(1)%
We aim to develop solutions for all product
packaging to be recycle-ready by 2025 and
recyclable or reusable by 2030, where safety,
quality and regulations permit
2,5,6,7
.
80%
*
79%
8
We aim for all key agricultural, forest and
marine-derived materials used in our
ingredients and packaging to be sustainably
sourced and deforestation-free by 2030
9
.
90%
81%
We aim to achieve TRUE certification
10
at all
our manufacturing sites by 2030
11
.
11/24
5/24
We aim to achieve Alliance for Water
Stewardship (AWS) standard certification at
all our manufacturing sites by 2025
11
.
24/24
12/24
We aim to achieve gender parity in leadership
roles by 2030
12
.
46.3%
44.6%
Further information on our
Health Inclusivity and Sustainability strategy
,
Double Materiality Assessment
and
2025 performance
can be found in
our
2025 Health Inclusivity and Sustainability Report
.
For further information on our reporting criteria, see Haleon’s
2025 Health
Inclusivity and Sustainability Basis of Reporting
.
1.
The reporting periods for Scope 1 and 2 carbon emissions (market-based) and health inclusivity are 1 December (in the prior year) to 30 November (in the year stated). The annual reporting periods for Scope 3 emissions, plastic, packaging and sustainable
sourcing are 1 July (in the prior year) to 30 June (in the year stated). The annual reporting periods for TRUE (Total Resource Use and Efficiency) certification, AWS certification and the baseline comparison years are calendar year. Gender representation is as at
31 December in the year stated on the basis of an average as at the end of each quarter.
2.
The end point for the 2025 goal is the end of the 2025 calendar year.
3.
Scope 1 and 2 emissions performance reflects market-based emissions under Haleon’s
operational control. Carbon offsets were used to reduce 11% of our location-based Scope 1 and 2 emissions in 2025. Our Scope 1 & 2 goal is underpinned by a 95% absolute reduction target. Scope 3 estimated emissions includes all indirect emissions from
Haleon’s value chain and all GHG Protocol categories except 6, 7 and 10-15.
4.
The 2024 Scope 3 result and 2022 baseline differ from the value (2024: (10)%) in the 2024 Annual Report and Form 20-F due to methodology and data improvements, including
updated emission factors and granular data for products made at third-party manufacturers. While the change in the Scope 3 result is not material, the change in split of emissions across the GHG protocol categories is material. The restated Scope 3 result
better reflects the drivers of our footprint and where we are focusing our actions.
5.
Scope of our estimated packaging footprint includes product packaging and some devices, including toothbrushes.
6.
The stated performance is against the 2025 recycle-ready
goal only.
7.
The reported result against the recycle-ready goal does not exclude packaging where there is not a recycle-ready solution that meets stringent safety, quality and regulatory requirements for healthcare packaging.
8.
The 2024 result differs from the
value, 74%, disclosed in the 2024 Annual Report and Form 20-F due to packaging data improvements at internal sites and inclusion of granular data for products made at third-party manufacturers.
9.
Scope includes Haleon’s globally managed spend on key
materials which are agricultural, forestry or marine-derived. Globally managed spend covers the majority of our internal spend and expands across some of our third-party manufacturing network.
10.
TRUE, is a recognised zero-waste certification programme.
11.
Haleon has 25 manufacturing sites. The increase from 24 sites last year is due to the Company now treating its two sites in Suzhou, China as separate sites for operational purposes. 24 of our 25 manufacturing sites are included in our AWS and TRUE
certification goals. Maidenhead is excluded as it ceased manufacturing operations towards the end of 2025.
12.
Gender parity is defined as between 48-52%. Since 2025, this metric does not include the US and Puerto Rico. The 2024 result has also been
updated to exclude these, hence the 2024 result shown differs from the value of 45.2% disclosed in the 2024 Annual Report and Form 20-F and the 2024 Responsible Business Report. Percentage indicates the percentage of female permanent employees.
*
KPMG LLP has issued independent limited assurance over the selected data indicated using assurance standards ISAE(UK) 3000 and ISAE3410. KPMG LLP’s limited assurance conclusion is available at
www.haleon.com
/our-impact/esg-reporting-hub.
In 2025, we refreshed our Health Inclusivity and
Sustainability strategy, putting improving health
inclusivity at the centre, reflecting where we
believe we can have the most impact.
Our purpose is to deliver better everyday health with
humanity. But today too many people are held back from
this due to lack of knowledge, access to affordable care
and bias and prejudice. Changes to the environment are
also impacting people’s health, with the most vulnerable
hit first and hardest. That is why improving health
inclusivity is central to our strategy. By building health
literacy, increasing access to everyday-health products,
tackling bias and prejudice, and providing solutions to
help people manage the impact of environmental
changes, we can help millions of people take more
control of their everyday health. Because we know when
people have the knowledge, tools and confidence to
care for their health, it strengthens families, communities
and health systems.
We also recognise that our long-term success is
dependent on the health of people, the natural world
and the shared resources we all rely on. That is why we
are focused on reducing our environmental footprint and
operating with enduring resilience across our value chain.
We do this by: cutting carbon emissions, making our
packaging more sustainable, managing natural resources
responsibly and by supporting our people and partners.
Through these actions we can help people achieve
better everyday health today and tomorrow, while
mitigating risks and generating industry-leading returns
for our shareholders.
All of this is anchored on upholding robust ethical
standards: from operating responsibly, embedding high
quality and safety standards to protecting human rights.
These standards guide our actions and safeguard the
trust that underpins our brands.
These priority areas are the focus of our refreshed
Health Inclusivity and Sustainability strategic framework
and were confirmed by the results of our updated
Double Materiality Assessment, taking account of the
requirements of the EU Corporate Sustainability
Reporting Directive (CSRD) and the European Sustainability
Reporting Standards (ESRS) (enacted prior to 2025) in
preparation for potential future reporting by the Group
and/or by our companies.
15
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our approach to health inclusivity and sustainability
continued
For health inclusivity…
When people are enabled to take better
care of their everyday health it shapes
how they feel and their quality of life –
today, and into the future. Yet we
recognise and understand the social
and environmental challenges that still
hold many back from achieving better
everyday health.
That is why improving health inclusivity
is central to our sustainability strategy
and reflected in an updated goal
and ambition:
By 2030, we aim to provide
opportunities for over
300 million people a year
to take more control
of their everyday health.
We are making this happen by:
—
Building health literacy,
because
knowledge and confidence changes
behaviour. We are equipping people
with the information and resources
they need to take more control of
their health.
—
Increasing access to everyday
health products,
because everyday
health should be within everyone’s
reach. We are making more affordable
and accessible versions of our
products available to more people.
—
Tackling bias and prejudice,
because
everyone deserves to be seen, heard
and treated fairly. We are challenging
negative stereotypes which hold
people back from better everyday
health.
In 2024, a year ahead of schedule,
we reached our target of empowering
50 million people a year to be more
included in opportunities for better
everyday health.
In our 2025 reporting period, we
empowered more than 74 million people
to be more included in opportunities
for everyday health, by focusing on:
Building health literacy
We invested in deepening the breadth,
quality and reach of content on the
Haleon Health Partner Portal (HHP). One
of the year’s most important additions
was the integration of The Haleon Pain
Management Institute (HPMI) resources.
These materials, shaped by new market
insights, are designed to help Health
Professionals recognise and address
*
KPMG LLP has issued
independent limited
assurance over the
selected data
indicated using
assurance standard
ISAE(UK) 3000.
disparities in pain awareness, treatment
access and patient confidence. In 2025,
we continued to provide resources to
help Health Professionals build their
patients’ knowledge and confidence
in how to manage everyday health
conditions through webinars and
downloadable resources. Content
includes deeper condition specific
education, new resources for
pharmacists, dentists and doctors, and
expanded training materials addressing
bias and prejudice, including on the
‘#ListenToPain’ initiative. In our 2025
reporting year, Health Professionals
engaging with content on the portal
went on to empower over 52 million*
people globally.
Our Health Inclusivity and Sustainability strategic framework
‘In our 2025 reporting
period, we empowered
more than 74 million
people to be more
included in opportunities
for better everyday
health.’
For health
inclusivity...
With enduring
resilience...
Deliver better everyday health with humanity
Upholding robust ethical standards
We help people take
more control of their
everyday health
Building health literacy
Increasing
access to everyday
health products
Tackling bias
and prejudice
Supporting our people
and our partners
Managing natural
resources responsibly
Making packaging
more sustainable
Cutting carbon emissions
We work with respect for
people, nature and
resources
16
Haleon
Annual Report and Form 20-F 2025
Increasing access to everyday
health products
We are committed to making it easier
for consumers on low-incomes to access
the healthcare products they need – for
example, the more accessible version
of our Sensodyne toothpaste in India,
where we offer a smaller pack size priced
at 20 rupees, to make it much more
accessible to lower income consumers,
many of whom are daily-wage earners.
By offering this more accessible version
and extending distribution, we have
more than doubled our reach in small
towns and villages across India.
We are also expanding our reach in key
markets. Working in collaboration with
dental colleges and Health Professionals
across India, ‘Project Amplify’ expands
access to essential oral health services.
Since launch, the programme has
supported free dental evaluation at over
800 clinics nationwide, ensuring
individuals receive not only check-ups
but also practical, personalised advice to
manage daily hygiene habits. To reach
people beyond clinic walls, we
introduced a QR-based code, to facilitate
at-home oral health checks. This simple
digital tool allows individuals to assess
their oral health using their mobile
phones, broadening engagement and
removing barriers to care. Since 2023,
‘Project Amplify’ has empowered more
than 600,000 people to improve their
oral health through accessible,
community-centred support. The
programme continues to grow year on
year, reaching 330,000 individuals in our
2025 reporting year.
We will report on the increasing access
to everyday healthcare products’
component of our updated 2030 Health
Inclusivity goal from 2026.
Tackling bias and prejudice
In the US, we continued to scale
Theraflu’s ‘Right to Rest and Recover’
campaign which advocates for
nationwide paid sick leave and helps
citizens better understand their rights.
Since 2021, the programme has provided
over $1 million in micro grants to help
people who could not otherwise afford
to do so take a day off to recover from
everyday illness. In 2025, the programme
helped more than 10 million*
1
adults
living in the US to feel better informed
about their rights to paid sick leave with
many already acting on the information
provided by the campaign or intending to
act differently when they next fall sick.
…With enduring resilience
Cutting carbon emissions
Scope 1 and 2
In our 2025 reporting period, we
achieved a 55%* reduction in net Scope 1
and 2 carbon emissions compared to our
2020 baseline, exceeding the PSP target
of a 48% reduction, see page 95, and
maintained 100% renewable electricity
across our operations*. In line with our
SBTi target, almost a quarter of our 25
manufacturing sites
2
have now reduced
their market-based Scope 1 and 2
emissions by at least 95%
3
, compared to
2020. We continue to reduce our use of
offsets, aiming to limit their use to ≤5%
by 2030. We reduced the use of offsets
from 14% of gross Scope 1 and 2
location-based emissions in our 2024
reporting period, to 11% in our 2025
reporting period.
In 2025 we invested more than
£12 million in energy efficiency and
carbon reduction projects. Progress
includes the installation of an electric
steam generator at our Kuala Lumpur site
in Malaysia and one at our Nairobi site
in Kenya, and installation of new electric
heat pumps at both Suzhou sites
in China.
Scope 3
In our 2025 reporting period, Scope 3
emissions from source to sale decreased
by 13% from the 2022 baseline, showing
continued progress towards our
SBTi-validated target to reduce Scope 3
emissions, source to sale, by 42% by
2030. As part of this decrease, upstream
transport and distribution emissions
reduced by 31% versus 2022, primarily
due to a reduction in the use of air
freight. Purchased goods and services
remain the main driver of our Scope 3
emissions overall.
In March 2025, we organised a
Sustainability Forum, with over 320
supplier representatives attending. This
event provided a platform for shared
learning and dialogue on sustainability
challenges and opportunities across our
supply network. To further support
supplier capability, we have delivered
a series of targeted training modules.
*
KPMG LLP has issued
independent limited
assurance over the
selected data
indicated using
assurance standards
ISAE(UK) 3000 and
ISAE3410.
1.
Internal Haleon study,
supported by
Edelman.
2.
Haleon has 25
manufacturing sites.
The increase from
24 sites last year is
due to the Company
now treating its two
sites in Suzhou, China
as separate sites for
operational purposes.
3.
Excludes emissions
from refrigerants and
company vehicle
mileage.
4.
Based on actual
results as of 30
September 2025,
already surpassing the
target of (10)% by end
of 2025. Reporting
period is 1 July 2024
to 30 June 2025.
These sessions have addressed key
topics including energy efficiency,
energy management, decarbonising
industrial heat processes and
cascading decarbonisation efforts
through additional tiers of the
supply chain.
To improve the granularity of our
Scope 3 emissions reporting, we
updated methodologies, enhanced
our data quality, and updated emission
factors, switching to supplier specific
product carbon footprints where
possible. To enable us to clearly
communicate the impact of improved
data we have restated our 2024 result
from (10)% to (9)% and our 2022
baseline (see page 15).
Making packaging more sustainable
We have made good progress
against our virgin petroleum-based
plastic goal, reaching a (9)%* reduction
in our reporting period up to the
end of June 2025, and exceeded our
goal to reduce our use of virgin plastic
by 10% by the end of the 2025
calendar year
4
. This reduction is being
delivered through the continued
rollout of initiatives which replace
virgin plastic with alternatives including
recycled plastic, bioplastic and
cellulose or paper based packaging.
We exceeded our goal to reduce our use of
virgin plastic by 10% at the end of the 2025
calendar year.
17
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
This includes the roll out of toothpaste
tube caps made using bioplastics in
several markets, and the increased use of
bottles made using recycled plastic or
bioplastic in our OTC, VMS and Digestive
Health bottles.
We have met our 2025 goal to develop
solutions for all product packaging to
be recycle-ready where safety, quality
and regulations permit in line with our
2025 external goal and PSP target
(see page 95) – reaching 80%* across
our product portfolio in the reporting
period. This was driven by the continued
global roll out of recycle-ready
toothpaste tubes, and the continued
conversion of our bottle portfolio –
including most mouthwash bottles –
to recycle-ready packaging. For the
remaining 20% of our product packaging,
we expect progress on recycle-ready
to increase only marginally going
forward, due to limited to no availability
of recycle-ready solutions in the near
future which meet the stringent safety,
quality and regulatory requirements for
healthcare packaging.
During 2026, we will revisit our 2030
goal to make all packaging recyclable
or reusable, where safety, quality,
regulations permit, to align with the
latest industry developments, including
the Ellen MacArthur Foundation 2030
plastics agenda for business and the
EU Packaging and Packaging Waste
Regulation.
Managing natural resources
responsibly
Sourcing trusted ingredients
sustainably
We are making continued progress
towards our goal for all key agricultural,
forest and marine-derived materials used
in our ingredients and packaging, to be
sustainably sourced and deforestation-
free by 2030
1
.
We increased our percentage of
sustainably-sourced key materials to 90%
in the 2025 reporting period, primarily
driven by an increase in certified
deforestation-free paper as well as
an increase in sustainably-sourced corn
and wheat derivatives enabled by
improved supplier data and evidence.
We strengthened our performance on
sustainably-sourced palm oil derivatives
to 94% and paper to 82%.
These results reflect our current
definition of ‘deforestation free’ (as
available in our 2025 Health Inclusivity
and Sustainability Basis of Reporting).
We will continue to monitor external
developments and update our
definitions in line with evolving
regulation and industry standards.
Since launch in 2023, our ‘Healthy Mint
Supply Chain’ programme in Uttar
Pradesh, India, has enrolled over
10,000 farmers across the state. Large
gains in yields have been reported by
farmers adopting improved planting
techniques, utilising new mint varieties
and those trialling new technologies,
including the use of drones to spray
controlled measures of fertilisers,
reducing their use.
Integrating water stewardship
and waste circularity
In 2025, we reached our goal of
achieving Alliance for Water Stewardship
(AWS) core certification across all our
manufacturing sites. We will continue
to monitor and track compliance with
AWS standards.
We are now focusing beyond our own
manufacturing sites to the wider water
context, taking a long-term view to
protect business continuity and help
ensure that supply chains are resilient
to climate-related impacts. To do this,
we are engaging key suppliers and
third party manufacturers in water
stressed areas
2
, in understanding
and managing their water impacts.
We are also working to identify
programmes and collaborations at basin
level, to enable our eight sites located in
water-stressed areas to become water
neutral by 2030. Our Cape Town site
achieved water neutrality in 2023, and
our site in Nairobi, Kenya is starting a
programme in 2026 to become water
neutral.
We are introducing measures at our
manufacturing sites to increase waste
circularity through the TRUE (Total
Resource Use and Efficiency) certification
system. Six of our sites have achieved
TRUE waste certification this year,
bringing the total certified to 11 out
of 24.
Our approach to health inclusivity and sustainability
continued
*
KPMG LLP has issued
independent limited
assurance over the
selected data
indicated using
assurance standards
ISAE(UK) 3000 and
ISAE3410.
1.
Scope includes
Haleon’s globally
managed spend on
key materials which
are agricultural,
forestry or
marine-derived.
Globally managed
spend covers the
majority of our internal
spend and expands
across some of our
third-party
manufacturing
network.
2.
Determined using
publicly available
tools to identify water
risk, such as the WRI
Aqueduct Tool,
site-specific reviews
of local water risk
using local data, and
materiality of the risk
to the business.
Discover
more…
Empowering and
supporting people
Please see page
35–39 of this report
and our 2025 Health
Inclusivity and
Sustainability report.
Upholding robust
ethical standards
Please see page 38
of this report and
our 2025 Health
Inclusivity and
Sustainability report.
Our ‘Healthy Mint Supply Chain’ programme
in Uttar Pradesh, India, has enrolled over
10,000 farmers across the state since the launch
of the programme in 2023.
18
Haleon
Annual Report and Form 20-F 2025
Improving health inclusivity while
operating sustainably and responsibly
is a strategic imperative for Haleon.
We are transforming how we work to
build resilience across our value chain
and reduce our environmental
footprint.
We rely on fully-functioning operations
and supply chains to make and sell our
products, as well as key agricultural,
forestry and marine-derived materials
from our upstream supply chain to
make our products and packaging.
As a result, we assess and manage the
environmental risks and opportunities
associated with matters including climate
change and nature loss, which could
have a financial impact on our business
and our long-term success.
Compliance statement
In accordance with the FCA’s UK Listing
Rule 6.6.6R(8), the Companies Act 2006
s.414CB(A1) and (2A) and the SEC’s
Guidance Regarding Disclosure Related
to Climate Change (2010), we present our
Task Force on Climate-related Financial
Disclosures (TCFD) compliance statement
and confirm that we have made
climate-related financial disclosures
for the year ended 31 December 2025
which are consistent with the TCFD
recommendations and recommended
disclosures, on pages 202 and 203.
Last year we committed to early
adoption of the Taskforce on Nature-
related Financial Disclosures (TNFD)
recommendations and guidance.
Acknowledging this is a journey, in our
first disclosures we report our progress
against the TNFD framework following
our enterprise-wide nature LEAP
(Locate, Evaluate, Assess and Prepare)
assessment completed in 2025.
Prompted by TNFD, this exercise helps
us to understand our dependencies,
impacts, risks and opportunities related
to nature. We will continue to use the
findings to guide our strategy and
decision-making moving forward.
Please see pages 202 and 203 in the
appendix of this document for the full
climate-related and nature-disclosures
content mapping index.
Governance
Governance over climate and nature-
related risks and opportunities is
consistent with the governance
structures in place across Haleon –
comprising of the Board, Board
committees, executive and management-
level governance committees, and
specialist working groups across the
business.
The Board takes overall accountability
for risk and opportunity management,
including climate change and nature
(page 65). The Board delegates specific
matters related to climate change and
nature to committees, as detailed in the
Board Committee reports on pages 70
to 80. Key board activities, outcomes of
discussion and decisions are described
on pages 65 and 74 .
— The Environmental & Social
Sustainability (ESS) Committee
oversees the development and
execution of the group’s health
inclusivity and sustainability strategy,
including targets and KPIs related to
climate and nature which track our
performance. The details of the key
responsibilities, committee activities
and focus areas in 2025 are set out
on page 74 and the membership and
meetings are described on page 64
In 2023, 2024 and 2025, the ESS
Committee conducted deep dive
sessions covering the evaluation
of our environmental and social
sustainability strategy, TCFD, climate
transition plans and the impacts of
nature and biodiversity loss.
— The Audit & Risk Committee oversees
our principal risks, including the
principal risk related to ESG, which
covers climate change and nature
(see page 70).
— The Remuneration Committee
supports our climate strategy by
aligning the Performance Share Plan
with ESG performance via the ESG
qualifier. Executive remuneration is
tied to specific health inclusivity and
sustainability-related KPIs. For the
year ended 2025, this included
climate-related objectives (see page
78 to 80).
— The Chief Executive Officer and the
Executive Team are responsible for the
delivery of our health inclusivity and
sustainability strategy, and they are
supported by various governance
forums, including for the management
of climate and nature-related risks and
opportunities.
— The Environment Steering Committee
governs progress against Haleon’s
environment strategy and
commitments, including climate
change and nature commitments. The
Committee meets at least quarterly
and makes strategic recommendations
on managing our environmental
footprint for approval by the Executive
Team and the Board. It also monitors
climate-related risks, opportunities
and regulations. It is chaired by the
Vice President of Sustainability, and
Executive Team members include the
Chief Corporate Affairs Officer the
Chief Supply Chain Officer and the
Chief R&D Officer. Information on
strategy, performance and risks flows
to the Executive Team and then the
Board committees via participation
of the Chief Corporate Affairs Officer,
the Sustainability VP and the ESG
Programme and Reporting Director.
— The Executive Team Risk Forum (Risk
Forum) oversees management of
principal risks, helping ensure they
are managed effectively. This includes
the ESG principal risk (see page 55).
Number of meetings and key roles are
detailed on page 52. In May 2025, the
Risk Forum reviewed the ESG principal
risk, which is owned by the Chief
Corporate Affairs Officer and
monitored via our risk management
framework (see page 50).
— Compliance and Risk Forums (CRF) are
conducted by our functional teams,
categories, and business units, to
embed risk management in day-to-day
business operations. Details about the
Sustainability CRF can be found in the
risk management section (see
page 20).
— Working groups in our global
functions, global categories and
business units integrate health
inclusivity and sustainability targets,
principles and initiatives (including
those related to climate change and
nature) into Haleon’s strategy and
planning process, capital planning and
budgeting, day-to-day responsibilities
and metric management.
Climate and nature-related
financial disclosures
Discover
more…
Climate Action
Transition Plan
19
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategy and risk
management
The process for identifying, assessing
and managing climate and nature-related
risks is consistent with Haleon’s four-step
enterprise risk management process as
outlined on page 50. This helps ensure
that accountability for the identification,
assessment, mitigation and monitoring
of risks is aligned with our strategic
objectives.
Our approach to managing climate and
nature risks is outlined in the Governance
section.
The Sustainability CRF leads the
environmental (including climate and
nature), social risk identification
and assessment process, which is
conducted on an ongoing basis. Risks
are assessed and prioritised by taking
into consideration the likely impact
(considering both financial and
reputation impacts), the probability of
the risk and the controls that are in place
to manage the risk, in line with Haleon’s
risk management framework outlined on
page 50. This helps to identify those risks
and controls where management should
focus its effort. The Sustainability CRF
met six times in 2025 and includes the
Vice President of Sustainability and
members of the Sustainability team.
Continuous evaluation and management
of risk is embedded in our strategy to
enable an appropriate, measured and
timely response. Risk owners are
assigned to the risks (including climate,
nature and social risks) and continually
monitor and assess each risk.
A combination of internal knowledge
and external factors, such as horizon
scanning, legal and regulatory
developments, and emerging
environmental and nature science, are
considered to determine whether to
mitigate, transfer or accept the risks.
In some cases, it may be deemed
appropriate to transfer the risk, for
example by discharging costs or liability
to another party in our value chain. Part
of the risk assessment process is also
acceptance: establishing a level of
comfort with the risk, considering our
existing control strategies, and assessing
whether they are currently sufficient.
The most significant climate and
nature-related risks and opportunities
are described in detail in this section
along with our plans to manage them.
These are considered to have the most
significant impact on our business,
strategy and financial planning. However,
we do not anticipate the need for further
significant changes to our strategy to
respond to these risks, and action plans
are in place to manage them. Risk and
mitigation plans undergo a formal review
at least once a year.
Both the TCFD and TNFD exercises
informed our Double Materiality
Assessment, which was conducted
taking into account the requirements
of the EU Corporate Sustainability
Reporting Directive (CSRD) and European
Sustainability Reporting Standards (ESRS)
(enacted prior to 2025) in preparation for
potential future reporting by the Group
and/or by our companies (see pages 5
and 6 of our Health Inclusivity and
Sustainability Report for more
information). For further details read
our Climate Action Transition Plan.
Metrics and targets
We include climate and nature-related
metrics and targets as part of our overall
health inclusivity and sustainability
strategy. See page 15 for more details
on our targets and performance, and
our 2025 Health Inclusivity and
Sustainability Report, page 4 for further
information. Data for years prior to 2024
are available on our ESG Reporting Hub.
We continue our journey to better
manage climate risks, and in 2024
implemented a new internal metric to
monitor the percentage of sales
generated by our own sites at high risk
of extreme weather events, which we
continue to monitor. Our Scope 1, 2 and 3
emissions are set out in line with the UK
Government’s guidance on Streamlined
Energy and Carbon Reporting (SECR)
(see pages 177 and 178) and built into our
ESG qualifier as described on page 96.
Climate impacts, risks and
opportunities
Our resilience to climate change
As outlined in the risks on pages 22 to
26, the quantitative scenario analysis
indicates that our business is not at high
risk of facing significant financial impacts
from climate-related risks in the short
term. Any climate-related risks with a
medium-risk financial impact are either
projected to occur in the long term or are
being addressed through our mitigating
actions. As a result, we do not anticipate
the need for major, further changes to
our strategy to respond to these risks.
In the medium and long term, we need
to consider transition risks. The transition
to a low-carbon economy could have
financial implications for Haleon, as
consumer preferences shift towards
sustainable products, potentially
impacting our market share and brand
reputation. Additionally, increased
carbon taxes on emissions across our
operations and supply chain could also
have financial impacts. However, these
risks can be mitigated if we achieve our
carbon reduction targets for emissions
across all scopes. We have already
conducted life-cycle assessments for
11 key product types to better
understand and mitigate the risks
associated with their life-cycle stages.
You can read more in our Climate Action
Transition Plan.
In the long term, we need to be aware
of the impacts of physical risks. Our key
facilities could be affected by flooding
and heatwaves, leading to disruption
and damage. Our Oral Health product
line could also be impacted by
disruptions in the supply of agricultural
raw materials, which are at a higher risk
of yield impact due to long-term climate
change. While we already have a resilient
sourcing strategy for these key crops,
which includes working with mint farmers
in India to improve the sustainability
of production, we need to continue
monitoring the situation.
As climate change continues, there is an
opportunity from increased demand for
consumer health products as a result of
the increasing frequency, severity and
prevalence of several everyday health
conditions which we provide solutions
for. Examples include the allergy season
becoming longer and more intense,
higher prevalence of vector-borne
diseases such as malaria with a related
need to treat fever symptoms and more
prevalent and severe headache, migraine
and joint pain driven by extreme weather.
The transition to a low-carbon economy
also presents an opportunity for us, as
consumer preferences shift towards
more sustainable products. To capitalise
on this opportunity, we need to continue
to improve the sustainability of our
products and make consumers aware of
these changes through effective claims
and consumer messaging.
Climate and nature-related financial disclosures
continued
20
Haleon
Annual Report and Form 20-F 2025
Warming trajectory by 2100
Climate scenarios
Rationale behind climate scenario analysis selection
1.5°C
Paris Ambition:
Rapid transition to a
low-carbon economy with orderly
emissions reductions and rapid
consumer preference change.
Enables us to test our business strategy against the most optimistic scenario from a climate-transition perspective.
Aligns with our target to be a net zero business from source to sale by 2040, aligned to guidance from The Climate
Pledge and Race to Zero.
Aligns with TCFD and IPCC
1
recommendations to include a 2°C or lower scenario, with a 1.5°C scenario recommended
as the ‘2°C or lower', aligning with the latest scientific research from the IPCC.
This scenario represents the ‘worst case' / highest potential for transition risk for our business.
>4°C
No Policy:
Reversal of emissions
reductions and abolishment of climate
policy leading to extreme warming.
Enables us to test business strategy against the worst-case scenario from a physical risk perspective.
This scenario was used in our qualitative analysis in 2022.
1.
We used the IPCC Representative Concentration Pathways (RCPs) to assess physical climate risk. RCPs are commonly used by climate scientists to assess physical climate risk, with each pathway representing a different GHG
concentration trajectory which can then be translated into global warming impacts. We used climate data from the World Climate Research Programmes Coupled Model Intercomparison Project – Phase 6 (CMIP 6 – adjusted for
spatial resolution and bias corrected) to do this translation. RCPs feed into climate, crop and flood models. There are four RCP pathways with RCP8.5 representing the worst case scenario.
Climate-related scenario analysis
Climate-related scenario analysis is
used to assess the potential impact of
climate-related risks and opportunities.
In 2022, we performed our first
qualitative analysis which we refreshed
in 2023, both qualitatively and
quantitatively, to assess the risks and
opportunities in greater detail and
understand the impact of climate change
on our existing business model. The
insights derived from this analysis remain
robust and relevant. The results have
been used to inform our strategy and
financial planning, including updates
to our underlying cash flows for our
planned actions to meet our climate
ambitions. We will update our scenario
analysis in 2026.
We worked with a climate risk analytics
company, Risilience, to quantify the
potential financial impact of our physical
and transition climate risks and
opportunities. Risilience used a “Digital
Twin”, which is a data-driven digital
representation of our business and value
chain. This used internal data from our
business including current and approved
financial projections, market breakdown,
key facilities, raw materials and our GHG
footprint, to stress-test and quantify the
potential financial impact of climate risks
and opportunities under different
scenarios.
The climate scenarios used as part of
the analysis are outlined below. We also
modelled a 2.5ºC-warming trajectory but
we are not disclosing it here as we are
only disclosing the results with the
highest potential impact.
A number of assumptions were made in
carrying out the analysis:
— Current mitigating actions were not
modelled for any of the scenarios.
— All scenarios were modelled
independently, i.e. no correlation was
assumed between different risks and
opportunities.
— Investment costs required to realise
opportunities were not considered.
While many scenario models and
techniques are advanced, we recognise
that knowledge in this area is growing,
and we expect models and pathways
to evolve with time. Models also have
limitations, and there are certain areas
which are challenging to model.
Additionally, in certain situations,
different models can project contrasting
results. In these situations, we have
considered how different outcomes
would impact our businesses.
Impact of climate-related risks
and opportunities, and resilience
of our strategy
In 2023, we updated the time horizons
used to consider the impact of climate
risks and opportunities. The length
of the time horizons was reduced to
allow greater alignment to modelling
capabilities for quantitative scenario
analysis, and to reduce the risk of
modelling uncertainties associated
with using time horizons beyond 2050.
This provides more accurate results
compared to using longer time horizons
and aligns with our business risk cycles,
allowing us to use the analysis for
strategic decision-making.
We define short, medium and long-term
horizons for climate-related risk
purposes as follows:
—
Short-term (0-4 years):
aligns to
our financial planning and risk
management framework.
—
Medium-term (5-9 years):
aligns to
our interim Scopes 1, 2 and 3 emissions
reduction targets for 2030.
—
Long-term (10+ years):
aligns to our
net zero target for 2040 and the UK
Government's net zero target for 2050.
21
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Physical climate-related risks
Climate risk
Impact analysis
Management of risk
Impact of extreme weather events
on operations and supply chain
The revenue and cost impact of damage
and disruption to key facilities from the
following climate hazards: riverine, coastal
and flash flooding, heatwaves, water
stress, and temperate and tropical
windstorms.
Potential impacts included in our Paris Ambition (1.5°C) and No Policy (4°C)
scenario analysis included:
—
Revenue disruption from the interruption of supply of electricity, gas and water,
due to heatwaves and flooding.
—
Inefficiencies in production due to disrupted employee travel, e.g. caused by
flooding.
—
Increased facility and operational down time, due to damaged transport
infrastructure.
—
Direct damage to stock, buildings, and contents from flood and windstorms.
Under a No Policy (4°C) scenario, the hazards with the greatest potential to impact our
business are fluvial and flash flooding, and heatwaves, over the long-term time horizon.
Three of our sites, Guayama (Puerto Rico), Tianjin (China) and Dungarvan (Ireland), are
at greatest risk of property damage from fluvial flooding owing to their close proximity
to rivers.
Sites in the US, southern Europe and eastern China are located in regions that could
experience a rapid increase in heatwave probability driven by global average
temperatures and the likelihood of prolonged extreme temperature events. Heatwaves
have the potential to cause disruption through interrupting our supply chain (such as
from infrastructure damage to the road and rail network) as well as reducing the
productivity of our workforce through human health impacts.
The risk of water stress is considered to be low with 0.4% of annual revenue from our
owned sites being potentially impacted in the long-term (by 2050).
Assumptions:
—
2023 financial values are kept constant up to 2050 and acute physical risk shocks
were applied to these values.
—
The revenue share for our sites was assumed to be site revenue as a proportion
of total revenue. The remaining revenue share was split proportionally across
third-party manufacturers' sites.
—
Meteorological conditions that could lead to water stress (i.e. severe drought) were
considered. Local geological conditions were excluded from the analysis.
Actions:
—
In 2024 we conducted refresher training for regional environment, health and
safety (EHS) and engineering leads on climate risks.
—
Manufacturing sites are included within a loss-prevention survey programme and
are routinely visited to confirm appropriate resilience measures are in place,
including flood, wind and storm protection.
—
Our manufacturing sites have emergency plans, disaster recovery plans (DRPs),
and business continuity plans (BCPs), which we continuously test against to
further enable improvements at our sites to withstand extreme weather events.
—
Our BCPs include options for multiple sourcing for manufacturing of our products.
This is achieved by using a combination of Haleon or third-party manufacturing
organisations' sites, spread across different geographies.
—
We conducted value-chain water footprint analysis to better understand potential
water-related risks in specific geographies and prioritise actions.
—
All our manufacturing sites are implementing the AWS standard to address local
water-related risks and opportunities. As of 2025, all of our sites have been AWS
core certified. We are committed to putting in place programmes to meet our
water neutral goal. In 2023 our Cape Town site became water neutral following
water replenishment activities in 2022 with WWF South Africa. In 2026 we are
aiming for our site in Nairobi, Kenya, to start investing in projects to become water
neutral by the end of 2029. Currently 8 of our manufacturing sites are in scope of
the goal as they are located in areas of current or future water stress.
Metrics and targets:
—
All our manufacturing sites in water-stressed basins
1
to be water neutral by 2030.
—
AWS certifications at all our manufacturing sites by end of 2025.
Paris Ambition (1.5°C)
S
LR
M
LR
L
LR
No Policy (4°C)
S
LR
M
LR
L
MR
Climate and nature-related financial disclosures
continued
1.
Determined using publicly available tools to identify water risk, such as the WRI Aqueduct Tool, site-specific reviews of local water risk using local data, and materiality of the risk to the business.
Key
S
Short-term 0–4 years
M
Medium-term 5–9 years
L
Long-term 10+ years
Financial impact of risk or opportunity
LR
Low risk £10m–£40m
MR
Medium risk £40m–£80m
HR
High risk >£80m
O
Opportunity
22
Haleon
Annual Report and Form 20-F 2025
Physical climate-related risks
Climate risk
Impact analysis
Management of risk
Reduced availability of raw materials
due to chronic weather impact
The financial impacts on ingredient
production due to chronic climate change
induced by changing temperature and
precipitation patterns. The following raw
materials were considered for the
analysis: corn, wheat, mint, palm oil and
soybean.
Potential impacts included in our Paris Ambition (1.5°C) and No Policy (4°C)
scenario analysis included:
—
Reduction in crop yields leading to supply and demand implications and price
volatility.
—
Supply shortages which could prevent or limit the production of key product lines
and lead to a loss in revenue.
—
Increased costs due to long-term chronic drought affecting crop supply and
implementation of adaptation measures such as irrigation solutions.
Scenario analysis was conducted to assess the financial impact of crop yield
fluctuations caused by long-term climate change for our key crops. Changes in rainfall
and temperature were assessed using data on crop sourcing locations and crop
vulnerability. The effects of sudden hazards like heatwaves and droughts on crops were
also assessed, considering the sourcing locations with a high likelihood or increasing
probability of such events.
Changes in long-term precipitation and temperature patterns under the No Policy (4°C)
scenario are likely to affect wheat and corn sourcing, with wheat experiencing the
largest average percentage yield decline of c.37% between 2023 and 2050. Our key
sourcing regions for these crops (France, US and UK) could also be impacted by
extreme weather events, such as drought or severe heatwave events, further reducing
crop yields.
In our Oral Health products, corn is a crucial feedstock. However, the projected impact
on corn yields in 2050 is anticipated to be minimal, accounting for less than 3% of the
total revenue generated by Oral Health products in 2023.
Under the No Policy (4°C) scenario, certain areas of central US may see corn yields
decline as a result of precipitation variation.
Assumptions:
—
2023 financial values are kept constant up to 2050 and acute physical risk shocks are
applied to these values.
—
The impact of climate conditions on raw material supply is limited to temperature
and precipitation. Other conditions, such as soil quality, were excluded from the
analysis.
—
Revenue impacts were considered in terms of reduced crop yields leading to
production limitations. Price fluctuations were not considered in the analysis.
Actions:
—
We are assessing the feasibility of substituting raw materials with lower-risk
alternatives, for example replacing corn-derived ingredients with alternatives to
reduce exposure to yield and cost fluctuations.
—
We have a robust sustainable sourcing strategy in place. See our Health Inclusivity
and Sustainability Report on page 19.
—
Our sourcing strategy involves multiple sourcing options from different
geographies and holding materials safety stocks where feasible. Continuity of
supply is a priority for our procurement team.
—
Haleon has launched its Sustainability Guidance for Suppliers Document, outlining
clear expectations and standards for our suppliers across key workstreams
including carbon reduction. The document offers targeted guidance and practical
support to help suppliers navigate the complexities of sustainability and advance
meaningful progress throughout our shared value chain.
—
Sustainability requirements are embedded into tender processes.
Metrics and targets:
—
All of our key agricultural, forest, and marine-derived materials to be sustainably
sourced and deforestation-free by 2030
1
.
Paris Ambition (1.5°C)
S
LR
M
LR
L
LR
No Policy (4°C)
S
LR
M
LR
L
MR
1.
Scope includes Haleon's globally managed spend on key materials that are agricultural, forest, or marine-derived. Globally managed spend covers the majority of our internal spend and expands across some of our third-party manufacturing network.
Key
S
Short-term 0–4 years
M
Medium-term 5–9 years
L
Long-term 10+ years
Financial impact of risk or opportunity
LR
Low risk £10m–£40m
MR
Medium risk £40m–£80m
HR
High risk >£80m
O
Opportunity
23
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Climate-related transition risks
Climate risk
Impact analysis
Management of risk
Policy: carbon pricing
The financial impacts of carbon taxes on
emissions across our operations and
supply chain.
Potential impacts included in our Paris Ambition (1.5°C) scenario analysis
included the following (the ‘No Policy’ (4°C) scenario was not relevant):
—
Direct increase to overhead costs from Scope 1 and 2 emissions (e.g. cost of
electricity and fuel).
—
Increased cost of raw materials from upstream suppliers passing through increased
costs from Scope 3 emissions.
—
Reduction in sales from passing the costs from carbon taxes on to consumers.
—
Under a Paris Ambition (1.5°C) scenario global carbon prices are expected to grow
in the medium term. Failure to achieve our SBTi-aligned target for Scope 1 and 2
emissions can lead to a medium risk. However, if we meet our SBTi target, the risk is
significantly reduced as we aim to achieve at least 95% absolute Scope 1 and 2
emissions reduction by 2030 (vs a 2020 baseline).
—
Indirect Scope 3 emissions account for the majority of our exposure to carbon costs,
particularly upstream emissions associated with farming and processing, which could
be passed on by our suppliers. We have limited ability to influence these costs as
they will depend on the extent to which suppliers reflect carbon tax expenditure
within prices. The risk of indirect Scope 3 costs will be greatly reduced if we are able
to meet our commitment to reduce Scope 3 emissions from source to sale by 42% by
2030 (vs a 2022 baseline) and deliver our net zero source-to-sale target by 2040,
aligned to guidance from ‘Race to Zero’ and ‘Amazon Climate Pledge’.
Assumptions:
—
Business as usual emissions trajectory where emissions grow proportionally to
revenue growth.
—
Linear trajectories were used between scenario data points to estimate climate
pricing data for intervening years.
—
All global emissions are subject to carbon pricing and no border adjustments were
included in the analysis.
—
No risk is assumed under a No Policy (4°C) scenario. This is due to this scenario
representing a reversal of current policies including currently implemented carbon
prices.
—
Carbon price used in the analysis (2027 weighted average carbon price): $83.45/
tonne. Carbon prices used in analysis were collated from sources such as the IMF,
IEA and NGFS.
Actions:
—
Delivery of our carbon emissions reduction targets for Scopes 1, 2 and 3 carbon
emissions as outlined below and in our Climate Action Transition Plan will mitigate
our operations’ exposure to future carbon pricing and environmental taxation.
—
We work with our suppliers through industry groups such as Energize to help
suppliers transition to renewable electricity and take actions to reduce their
carbon footprint.
—
In 2024, we ran a Supplier Climate Training Programme with over 380 participants
from our top suppliers. The aim was to educate and support them on their
decarbonisation journey. In 2025 we held our first Supplier Sustainability Forum
which covers topics including carbon reduction.
—
In 2024, Haleon implemented a carbon pricing scheme that converts carbon
emissions into a commercial value for supplier selection criteria. This mechanism
encourages suppliers to reduce their carbon footprint to make themselves more
competitive. Haleon's carbon price follows the EU ETS cost of carbon.
—
We have launched our Haleon Sustainability Guidance for Suppliers Document
which provides support and actionable steps for our suppliers to implement.
These include things like, baselining their emissions, transitioning to renewable
electricity and low carbon heat generation.
Metrics and targets:
—
Reduce net Scope 1 and 2 carbon emissions by 100% by 2030, vs a 2020 baseline.
—
Reduce Scope 3 carbon emissions from source to sale by 42% by 2030, vs a 2022
baseline
1
.
—
Achieve net zero carbon emissions from source to sale by 2040, aligned with
guidance from the Climate Pledge and Race to Zero
1
.
Paris Ambition (1.5°C)
S
LR
M
MR
L
MR
No Policy (4°C)
Not applicable
1.
Our net zero and Scope 3 carbon emissions targets span carbon emission categories from source to sale (excluding GHG protocol categories 6, 7 and 10-15).
Climate and nature-related financial disclosures
continued
Key
S
Short-term 0–4 years
M
Medium-term 5–9 years
L
Long-term 10+ years
Financial impact of risk or opportunity
LR
Low risk £10m–£40m
MR
Medium risk £40m–£80m
HR
High risk >£80m
O
Opportunity
24
Haleon
Annual Report and Form 20-F 2025
1.
Scope includes Haleon’s globally managed spend on key materials that are agricultural, forest, or marine-derived. Globally managed spend covers the majority of our internal spend and expands across some of our third-party manufacturing network.
Climate risk
Impact analysis
Management of risk
Changing consumer preferences
The financial impacts of taking action
towards the sustainability of our products,
and consumer purchasing shifting towards
more sustainable brands (e.g. products
with less plastic or more recyclable
packaging).
Potential impacts in our Paris Ambition (1.5°C) and No Policy (4°C) scenario
analysis included:
—
Reduction in product sales and loss of market share.
—
Reputational damage and a reduction in brand loyalty.
—
Under a Paris Ambition (1.5°C) scenario, it is expected that consumers will rapidly
shift towards more sustainable products. The majority of potential revenue loss is
driven by our Oral Health products, which represent the largest share of total
revenue.
Assumptions:
—
Buying preferences will vary at differing rates across global regions.
—
To model demand shifts of our products, consumer-led demand for sustainable
packaging was used as a proxy.
—
The risk was modelled under a scenario where we do not act to improve the
sustainability of our products, in order to analyse the unmitigated impact of
consumer demand shifts.
Actions:
—
To meet or exceed the expectations of our key stakeholders, including consumers,
we are committed to deliver on our health inclusivity and sustainability strategy
and targets (page 15).
—
We conducted an extensive study to explore and understand the importance of
social and environmental issues to people around the world, to understand their
sustainability priorities in relation to our Oral Health, OTC and VMS categories.
We conducted quantitative research in 11 markets in 2022 (Australia, Brazil, China,
Germany, Indonesia, Italy, Poland, South Africa, Thailand, UK and the US) and
qualitative research in 4 markets in 2023 (China, Germany, UK and the US) that
included online consumer communities, digital listening (US), cultural analysis and
expert interviews. This work has given us a broad and deep understanding of
consumers’ concerns and needs, enabling us to identify a roadmap for Haleon to
follow, to help address these, in both the short and longer term.
—
Using our annual sustainability claims tracker, we monitor the incidence of
environmental and social sustainability promotional claims across new product
launches in our categories.
—
Our sustainability impact assessment tool (SIAT) enables our R&D teams to
calculate, analyse and compare the impact of product and packaging design
decisions on key environmental-impact parameters (including carbon footprint
and packaging). We have improved the scoring process to make it more
quantitative and introduced a weighted sustainability scoring. Every large project
is required to achieve significant improvements on packaging or carbon compared
to the baseline. In 2025, we introduced a feature that accounts for packaging
headspace, helping us optimise the full capacity of our primary packaging.
—
We are participating in programmes such as Amazon’s ‘Climate Pledge Friendly’
programme as well as making direct consumer-facing sustainability promotional
claims in relation to our products or listings in retailers’ sustainable choices
ranges.
—
With a focus on health inclusivity, our brands seek to tackle specific barriers that
stand in the way of better everyday health. This includes empowering consumers
and Health Professionals to better understand the impact of climate change on
health and equipping both with tools and solutions to manage and mitigate the
impact on everyday health.
Metrics and targets:
—
Develop solutions for all product packaging to be recycle-ready by 2025 and
recyclable or reusable by 2030, where safety, quality and regulations permit.
—
Reduce our use of virgin petroleum-based plastic by 10% by 2025, and a third by
2030, vs a 2022 baseline.
—
All of our key agricultural, forest, and marine-derived materials to be sustainably
sourced and deforestation-free by 2030
1
.
Paris Ambition (1.5°C)
S
LR
M
MR
L
MR
No Policy (4°C)
S
LR
M
LR
L
LR
Climate-related transition risks
Key
S
Short-term 0–4 years
M
Medium-term 5–9 years
L
Long-term 10+ years
Financial impact of risk or opportunity
LR
Low risk £10m–£40m
MR
Medium risk £40m–£80m
HR
High risk >£80m
O
Opportunity
25
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Climate-related transition opportunities
Climate opportunities
Impact analysis
Management of opportunity
Changing consumer preferences
The financial impacts of taking action
towards the sustainability of our products,
and consumer purchasing shifting towards
more sustainable brands (e.g. products
with less plastic or more recyclable
packaging).
Potential impacts in our Paris Ambition (1.5°C) and No Policy (4°C) scenario
analysis included:
—
Changing consumer demand to low-carbon alternatives, leading to a gain in market
share and an increase in product sales.
—
Positive reputational impacts and increasing brand loyalty.
—
The potential market opportunity for more sustainable products could be significant
under a Paris Ambition (1.5°C) scenario, equating to 2.6% additional revenue in 2032,
compared to baseline projected revenues. Consistent with the related risk, the
greatest potential for upside is driven by our Oral Health products.
—
The size of the potential opportunity decreases in the long term, as more products
align with consumer preferences and take actions to meet future climate targets.
Therefore, the opportunity reduces for product groups which have already seen a
sustainable shift.
Assumptions:
—
Buying preferences will vary at differing rates across global regions. To model
demand shifts for Haleon's products, consumer-led demand for sustainable
packaging was used as a proxy.
—
The opportunity was modelled under a future where we work to improve the
sustainability of our products in order to understand the potential financial gains
that could be realised.
Actions:
—
Management as for equivalent risk on page 25.
Metrics and targets:
—
Develop solutions for all product packaging to be recycle-ready by 2025, and
recyclable or reusable by 2030, where safety, quality and regulations permit.
—
Reduce our use of virgin petroleum-based plastic by 10% by 2025, and a third by
2030, vs a 2022 baseline.
—
All of our key agricultural, forest, and marine-derived materials to be sustainably
sourced and deforestation-free by 2030
1
.
Paris Ambition (1.5°C)
S
O
M
O
L
O
No Policy (4°C)
S
O
M
O
L
O
Climate and nature-related financial disclosures
continued
Key
S
Short-term 0–4 years
M
Medium-term 5–9 years
L
Long-term 10+ years
Financial impact of risk or opportunity
LR
Low risk £10m–£40m
MR
Medium risk £40m–£80m
HR
High risk >£80m
O
Opportunity
1.
Scope includes Haleon’s globally managed spend on key materials that are agricultural, forest or marine-derived. Globally managed spend covers the majority of our internal spend and expands across some of our third-party manufacturing network.
26
Haleon
Annual Report and Form 20-F 2025
Nature dependencies,
impacts, risks and
opportunities
Our process for identifying, assessing
and prioritising nature-related
dependencies, impacts, risks and
opportunities (DIROs) followed the
TNFD LEAP methodology and included
the use of a variety of recommended
tools.
Our analysis confirms and reinforces
actions we are already taking. Given this,
we will continue to drive delivery against
our relevant, externally committed goals.
These include sustainable sourcing,
water stewardship and engaging
suppliers in taking actions across their
value chains to address risks, ensuring
preparedness for regulatory changes,
and increasing supply chain resilience.
Our LEAP Assessment reviewed 393 sites
across our value chain:
— 29 Haleon sites.
— 69 third-party manufacturing sites.
— 282 Tier 1
1
supplier sites.
— 13 Tier 2
2
supplier sites.
We identified priority locations to focus
on by combining an analysis of ecological
thresholds and tipping points, identifying
material and sensitive locations.
As well as taking a site-specific
approach, our LEAP assessment also
examined our value chains through local,
sub-national, national and global lenses,
to provide a comprehensive analysis of
nature-related risks and opportunities.
Policy changes and regulatory
requirements
Our assessment also considered evolving
policy and regulatory requirements,
which are key drivers of risk and require
ongoing monitoring and adaptation, e.g
the EU Deforestation Regulation (EUDR).
The potential nature-related DIROs we
have currently identified as part of our
LEAP assessment are presented on
pages 28 to 30. These DIROs informed
our Double Materiality Assessment
(DMA) for identification of topics. Our
DMA was conducted taking account of
the requirements of the EU Corporate
Sustainability Reporting Directive (CSRD)
and the European Sustainability
Reporting Standards (enacted prior to
2025) in preparation for potential future
reporting by the Group and/or by our
companies (refer to pages 5 and 6 of our
2025 Health Inclusivity and Sustainability
Report for more information).
Our DIROs
Our LEAP assessment highlighted key
dependencies on natural resources and
ecosystem services – such as water,
biodiversity, and healthy soils – across
our value chain. These dependencies
underpin our ability to source key
materials used in our products – such as
mint, palm oil, corn and wheat derivatives
– and to operate manufacturing sites.
Key dependencies identified include
a dependency on water in our own
operations and upstream value chain,
where we need water to manufacture
our products, and a dependency
on fertile soils to grow our key raw
materials, including mint. The analysis
identified potential impacts – including
biodiversity loss, water quality
degradation, and ecosystem disruption
– which could result from activities like
deforestation, fertiliser use and water
pollution from active pharmaceutical
ingredients. These impacts translate into
a range of risks: physical (e.g. water
scarcity, supply chain disruption),
transition (e.g. evolving regulations,
market shifts), and reputational (e.g.
stakeholder expectations, brand trust).
27
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
1.
Tier 1: suppliers of
goods, materials,
or services directly
to Haleon, which
includes third-party
manufacturers.
Supplier companies
within the same group
are counted as a
single supplier.
2.
Tier 2: suppliers that
provide materials,
components or
services to our tier 1
suppliers.
Nature risks
Impact analysis
Management of risk
Water pollution from
pharmaceutical releases in the
environment after consumer
end-use.
S
—
Degradation of water quality and ecosystem health could result in increased
pharmaceutical residues in water, leading to increased regulatory action.
—
Stricter regulations on the disposal, treatment and management of active
pharmaceutical ingredients (APIs) could result in regulations to control the sale
of such products, with a potential loss of revenue and/or increased operational
costs, associated with new disposal and treatment methods, infrastructures
or technologies.
Actions:
—
We encourage the right consumer behaviour through the ‘Let’s treat it right’
campaign, engaging consumers to use, dose, store and dispose of everyday
medicine responsibly.
—
We innovate to mitigate risks through new product development, including those
which reduce product wash-off, e.g. transdermal patches.
—
We advocate in support of well-designed wastewater extended producer
responsibility (EPR) schemes, to enhance wastewater treatment.
Water pollution in Haleon's
upstream value chain activities.
M
—
Upstream raw material production processing and raw material sourcing could
result in water pollution (e.g. discharges of insufficiently treated wastewater,
agricultural run-off, etc).
—
New regulations in these countries to minimise water pollution impacts could
increase costs for suppliers or lead to production delays.
Actions:
—
We have revised and updated our standards, scope and process for managing
wastewater for third parties, e.g. suppliers and third-party manufacturers who
handle APIs and certain other personal care product ingredients.
—
We continue to audit relevant suppliers and third-party manufacturers to
Pharmaceutical Supply Chain Initiative (PSCI) Standards on a risk-based frequency.
We supplement this with ad hoc desk-based assessments to determine if
wastewater is managed to our standards.
Sourcing of water intensive
commodities from regions with
high water stress.
M
—
The sourcing of water-intensive commodities (such as mint, corn, soy, etc) by our
suppliers for use in the ingredients we purchase has the potential to exacerbate
local water scarcity and increase operational and supply chain vulnerability in
commodity production landscapes. This can lead to reduced yields, production
delays and potential increased costs related to obtaining pure, quality water and the
potential need to shift to new feedstocks or sources of materials, away from areas of
heightened scarcity.
Actions:
—
We are supporting farmers in our upstream supply chain to adopt improved
agricultural practices. This includes supporting mint farmers to adopt improved
water stewardship by using drip irrigation, to switch to natural pesticides and
fertilisers and to manage water run off through our supplier-led ‘Healthy Mint
Supply Chain’ programme.
Metrics and targets:
—
All key agricultural, forest and marine-derived materials to be sustainably sourced
and deforestation-free by 2030
1
.
1.
Scope includes Haleon’s globally managed spend on key materials which are agricultural, forestry or marine-derived. Globally managed spend covers the majority of our internal spend and expands across some of our third-party manufacturing network.
Climate and nature-related financial disclosures
continued
Key
S
Short-term 0–1 years
M
Medium-term 1–3 years
L
Long-term 3+ years
28
Haleon
Annual Report and Form 20-F 2025
Nature risks
Impact analysis
Management of risk
Contribution to climate change as a
driver of biodiversity loss from
GHG emissions across the value
chain.
L
—
GHG emissions from suppliers, manufacturing, logistics and products contribute
to climate change, which, in turn, is a driver of biodiversity loss through rising
temperatures, altered rainfall patterns, more frequent extreme weather events,
and the spread of pests and disease. Supplies of timber-derived paper and
other naturally derived raw materials are potentially at risk from these impacts.
—
Supplier investments to substitute or protect disrupted ecosystem services (natural
benefits that support farming, such as pollination of crops, natural pest control,
soil fertility maintenance, and water regulation) and/or adoption of certification
systems that seek to address this could lead to increased costs.
Actions:
—
We are taking action to reduce our Scope 1, Scope 2 and Scope 3 GHG emissions
across our value chains (page 17).
—
Our work with mint farmers through our ‘Healthy Mint Supply Chain’ programme
and with smallholder palm oil farmers through the support of the ‘Kaleka’ project
in Central Kalimantan, Indonesia, aim to address biodiversity loss caused by
climate change and other factors, and protect and restore the provision of
ecosystem services. Our commitment to RSPO
1
and FSC
2
certification for palm oil
and paper help reduce climate and biodiversity impacts. RSPO prohibits
deforestation and protects peatlands, while the FSC standard promotes
climate-smart forestry and increased carbon storage.
Metrics and targets:
—
To reduce our net Scope 1 and 2 carbon emissions by 100% by 2030, vs a 2020
baseline.
—
To reduce our Scope 3 carbon emissions, from source to sale, by 42% by 2030, vs a
2022 baseline.
—
For all key agricultural, forest and marine-derived materials to be sustainably
sourced and deforestation-free by 2030
3
.
Biodiversity loss due to land-use
change from upstream sourcing.
M
—
Land-use change such as deforestation, habitat conversion and agricultural
expansion in upstream supply chains, driven by supplier-operated sites, represents
a significant risk to biodiversity in our value chains. This affects the ecosystem
services that are essential for raw material production and wider supply chain
stability. This is particularly prevalent in palm oil, soy and paper sourcing landscapes.
—
Increased regulations, trade restrictions or barriers on products linked to
deforestation in certain jurisdictions can increase cost pressures on our supply chains.
Actions:
—
We require FSC/PEFC
4
certification for paper, RSPO mass balance certification of
palm-derivatives and are working with partners to map these supply chains to
better understand risks. As a member of Action for Sustainable Derivatives (ASD),
we have increased the traceability of palm oil used by our suppliers to 93%
traceable up to refineries, 92.4% traceable up to mills, 85% traceable up to
plantations in 2024. Utilising the Nusantara Atlas satellite monitoring tool, ASD
can assess deforestation and conversion of forest close to palm oil production
areas relevant to our supply chains.
—
We are supporting the Mosaik Initiative, a collaborative initiative that aims to
sustainably restore palm oil growing landscapes and drive economic growth in
Central Kalimantan, Indonesia as part of our membership of Action on
Sustainable Derivatives (ASD).
—
We continue to engage suppliers to improve traceability, promote sustainable
practices and maintain compliance with our sourcing standards.
Metrics and Targets:
—
All key agricultural, forest and marine-derived materials to be sustainably sourced
and deforestation-free by 2030
3
.
1.
RSPO: Roundtable on Sustainabile Palm Oil.
2.
FSC: Forest Stewardship Council.
3.
Scope includes Haleon’s globally managed spend on key materials which are agricultural, forestry or marine-derived. Globally managed spend covers the majority of our
internal spend and expands across some of our third-party manufacturing network.
4.
PEFC:
Programme for the Endorsement of Forest Certification.
Key
S
Short-term 0–1 years
M
Medium-term 1–3 years
L
Long-term 3+ years
29
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Nature risks
Impact analysis
Management of risk
Downstream consumer waste
associated with Haleon packaging
after use.
M
—
The need to develop and manufacture sustainable packaging can increase costs,
but also satisfy consumer demand for sustainable products.
Actions:
We manage our impact proactively through our work to make our products and
packaging more sustainable. For example:
—
In 2025 our Advil brand in the US reduced the amount of plastic in its bottles by
over 100 tonnes, using sustainable plastic technology which enables reduced
bottle wall-thickness while maintaining barrier properties.
—
Our Flonase brand switched outer packaging made from non-recyclable plastic to
a paper-recyclable design, eliminating over 169 tonnes of single-use plastic waste
in 2024. This initiative won Flonase both a prestigious WorldStar Global Packaging
Award and the 2024 AmeriStar Award for Sustainable Packaging.
Metrics and targets:
—
Develop solutions for all product packaging to be recycle-ready by 2025 and
recyclable or reusable by 2030, where safety, quality and regulations permit.
—
Reduce our use of virgin petroleum-based plastic by 10% by 2025, and a third by
2030, vs a 2022 baseline.
Tighter regulations on production
activities that risk having harmful
effects on water.
M
—
Increasingly stringent regulations may result in increased costs for advanced water
treatments, or restrictions in production.
—
Costs of increased supplier engagement and audits against new standards, to
mitigate these regulatory risks and maintain supply chain resilience.
Actions:
—
We engage with suppliers and hold them to a high standard of water and pollution
management, through desk-based assessments and site audits to check
wastewater discharges remain in safe limits.
—
We implemented the Alliance for Water Stewardship (AWS) Standard across
our manufacturing network and, as of 2025, all of our sites have been AWS
core certified.
—
We engage with local stakeholders, identifying opportunities and developing
water stewardship plans to address shared water challenges, including action on
water pollution.
—
We have a long standing and robust programme in place to manage the
wastewater generated by our manufacturing sites. We regularly assess the risk of
pollution, and take action where needed – for example, we may improve a process
on site to reduce the levels of a pollutant in the wastewater, or upgrade our on-site
wastewater treatment to remove it.
Metrics and targets:
—
Achieve AWS Standard certification at all our manufacturing sites by 2025.
—
Achieve water neutrality at our manufacturing sites in water-stressed basins
1
by 2030.
Nature-related opportunities –
We face a complex landscape of regulatory, operational and supply chain risks, but have also identified opportunities to create value. These include leveraging our
actions to make our products more sustainable – to support consumer-facing promotional claims and qualify our products for high-growth, retailer sustainable-choices ranges.
1.
Determined using publicly available tools to identify water risk, such as the WRI Aqueduct Tool, site-specific reviews of local water risk using local data, and materiality of the risk to the business.
Climate and nature-related financial disclosures
continued
Key
S
Short-term 0–1 years
M
Medium-term 1–3 years
L
Long-term 3+ years
30
Haleon
Annual Report and Form 20-F 2025
Section 172 statement and stakeholder engagement
Section 172
statement
In accordance with the requirements of
Section 172 of the Companies Act 2006
(the Act), the Directors consider that
during the financial year ended 31
December 2025, they have acted in a
way that they consider, in good faith,
would most likely promote the success
of the Company for the benefit of its
members as a whole, having regard to
the likely consequences of any decision
in the long term and the broader
interests of other stakeholders,
as required by the Act.
Constructive engagement with
stakeholders remains central to how
Haleon delivers on its purpose and
strategy. As a global consumer health
company, the Board is mindful that our
actions have broad social, environmental
and economic reach, and that our
stakeholders’ perspectives are vital
to long-term success.
In 2025, our engagement approach
evolved combining leadership-driven
initiatives with active board participation
to ensure the voices of consumers,
colleagues, investors, partners and
communities inform our thinking. This
ongoing dialogue enables the Board and
management to identify emerging issues
early, respond to them effectively, and
shape decisions that balance short-term
performance with sustainable growth.
By embedding meaningful stakeholder
engagement into both operational and
strategic decision making, Haleon
strengthens transparency, trust and
accountability across the organisation.
This inclusive approach underpins our
governance framework and supports our
ambition to be a responsible, responsive,
and innovative leader. More information
on how the Board had regard to each
matter, during the year, is available in
the following pages:
S172 Factor
Relevant disclosures
Read more
The likely consequences of any decision in the
long term
Strategy
Our business model
KPIs
Governance
Board activities
Health inclusivity and sustainability
Page 6
Page 4
Page 40
Page 60
Page 65
Page 15
The interests of the Company’s employees
Our culture and people
Stakeholder engagement
KPIs
Directors’ Remuneration Report
Workforce engagement
Page 35
Page 31
Page 40
Page 78
Page 69
The need to foster business relationships with
suppliers, customers and others
Stakeholder engagement
Our culture and people
Board activities
Page 31
Page 35
Page 65
The impact of the Company’s operations on the
community and the environment
Health inclusivity and sustainability
Environmental & Social Sustainability
Committee Report
Page 15
Page 74
The desirability of the Company maintaining a
reputation for high standards of business conduct
Our culture and people
Audit & Risk Committee Report
Directors’ Report
Page 35
Page 70
Page 175
The need to act fairly as between members of
the Company
Our culture and people
Stakeholder engagement
Workforce engagement
Board activities
Page 35
Page 31
Page 69
Page 65
31
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Mutually beneficial relationships with our stakeholders:
Strong stakeholder relationships are
key to our long-term success
Engagement with stakeholders provides valuable insights that inform our
decisions. It helps build a performance-focused culture and work efficiently
to create relevant, effective offerings aligned with the needs of consumers
and health professionals across diverse global markets.
Consumers
The end users of our
products
Trusted brands that
understand their needs
Safe, innovative,
sustainable, health-
enhancing products
A purpose-led, inclusive
company that offers
career development and
support
Long-term stakeholder
value, effective
corporate governance,
responsible business
practices
Trust-based
relationships;
responsible practices,
values and policies
Driving demand for our
products and the
ultimate source of our
revenues
Commercial partners
and essential channels
to our consumers
Deliver our products and
operate our business
effectively
A stable legal and
regulatory environment
that supports investment
and innovation
Support performance
through
recommendations; help
us understand long-term
trends
Access to funding for
investment through
equity and debt
Supply chain and
business continuity;
support with our
environmental ambitions
Customers
pharmacies, drugstores,
retailers and ecommerce
platforms
Employees
Governments
and industry
regulators
Health
professionals
Investors
Suppliers
Accessible, safe and
effective products that
help reduce the burden
of healthcare costs
Effective, safe science-
based products;
responsible sales and
marketing practices
Section 172 statement and stakeholder engagement
continued
32
Haleon
Annual Report and Form 20-F 2025
Examples of how we engage
Examples of outcomes
Examples of measurement
Consumers
—
Brand and advertising campaigns using health and
wellness influencers.
—
Sponsorship of major cultural and sporting events.
—
Self-care and community outreach programmes.
—
Consumer industry events and exhibitions.
—
Consumer enquiries handled by our Global Consumers
Relations Team.
—
Advil’s ‘That’s Real Strength’ campaign (US) educated consumers on how strength is
about acknowledging pain and treatment.
—
Voltaren as official licensed pain relief gel for UEFA Champions League in Germany.
—
Conducted self-care tests for c. 9,000 consumers at major exhibition in China.
—
Customer satisfaction score (CSAT) with Consumer Relations Service improved by
seven points in 2025.
—
Enhanced consumer insights process to better inform innovation pipeline.
—
Brand equity scores.
—
Increased brand and category performance.
—
Number of consumers engaging with Haleon and its
brands via self-care tests.
—
Volume of consumer interactions, with 1.3 million
interactions in 2025.
—
Consumer satisfaction scores.
Customers
—
Partnership programmes with major retailers focused on
self-care.
—
Sector and customer collaboration supporting local
communities.
—
Regular workshops to share best practices and exchange
insights and strategies.
—
Interactive visits to our shopper research centres.
—
Activated UK retailer programmes for Voltarol and Centrum on menopause support.
—
Delivered health education by working with leading global retailer in China through
dedicated in-store health zones.
—
Provided leading online retailer with VMS category insights to enhance AI-driven
product matching to address consumer needs.
—
Launched new shopper research centre in Brazil to drive deeper engagement with
strategic customers.
—
Growth in share of shelf and distribution points.
—
Customer net sales performance and retention.
—
Direct feedback from customers via industry surveys
e.g. Advantage Group Survey.
—
Volume of customers visiting our shopper research
centres.
Employees
—
Annual employee engagement survey.
—
Global broadcasts and Executive Team market visits.
—
Development programmes and resources.
—
Line manager calls with the Executive Team.
—
Employee resource groups (ERGs).
—
Employee engagement sessions with the Executive Team
and Board.
—
Employee engagement score of 82%.
—
Four global broadcasts where employees engage with the Executive Team.
—
40,000 places were taken up during our second ‘Growing at Haleon’ learning week.
—
Held 10 line manager calls and eight employee engagement sessions.
—
Held four global flagship ERG events.
—
Employee engagement survey results.
—
Number of employees joining global broadcasts.
—
Level of engagement on internal channels and platforms.
—
Level of participation during our ‘Growing at Haleon’ week.
—
Level of participation in ERG events.
—
Sentiment and engagement at employee listening sessions.
Governments and industry regulators
—
Participation in global/regional health and trade policy
events.
—
Key Government stakeholder and MLO visits and meetings.
—
Leadership roles in industry trade associations e.g. GSCF,
AESGP.
—
Regular input into policy, regulatory and legislative reform.
—
Speaker panels at international health and trade events (World Health Assembly,
Politico Healthcare Summit).
—
Ministerial visit to Weybridge UK R&D facility and site for new Global Oral Health
Innovation Centre.
—
Supported Global Self-Care Coalition’s new manifesto at UN General Assembly.
—
Participated in the B20 South Africa Industrial Transformation and Innovation
Taskforce.
—
Successfully advocated for the inclusion of oral health in the UN Political Declaration
on Noncommunicable Diseases (NCDs).
—
Number and quality of Government engagements.
—
Product speed to market.
—
Costs associated with regulatory changes.
—
Positive progress in policy, legislative and regulatory
developments.
33
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Examples of how we engage
Examples of outcomes
Examples of measurement
Health Professionals
—
Global launch of Haleon Pain Management Institute
(HPMI).
—
Participation in large-scale health professional industry
events.
—
Campaigns and activations to promote global health
days.
—
Haleon Health Partner Portal.
—
Engaged c.40,000 health professionals globally on HPMI through in-person and
online events.
—
Developed brain health wellness programme for International Pharmaceutical
Federation (FIP), reaching 150 global FIP leaders from 90 markets.
—
World Oral Health Day activation in India achieved Guinness World Record for
greatest dental screenings conducted in 24 hours.
—
Over 128,000 hours of webinar content consumed by healthcare professionals.
—
Industry awards e.g. Centre for Human Sciences
recognised by PMEA Awards.
—
Key Performance Indicators (KPIs) for events.
—
Increase in number of expert brand recommendations.
—
Volume of webinar attendees.
—
Number of Haleon Health Partner Portal registrations
(reached c.1.1 million in 2025).
Investors
—
Roadshows, ‘fireside’ chats, webcasts, conferences and
1:1 meetings.
—
Investor events covering areas of interest.
—
AGM, stock exchange announcements and results
briefings.
—
Held Haleon’s first Capital Markets Day as a standalone business, engaging c.100
investors and analysts.
—
Regular updates to the Board and Executive Team on investor, shareholder and
analyst perceptions.
—
Review of strategy incorporating investor feedback.
—
Number and quality of interactions.
—
Investor and analyst surveys.
—
Feedback from investors and analysts.
—
Level of analyst and investor participation in events.
Suppliers
—
Supplier innovation events.
—
Supplier training programmes.
—
Online supplier portal.
—
Sustainable supply chain programme.
—
CPO communications with strategic suppliers.
—
Held 65 supplier innovation events resulting in new innovation projects.
—
Sustainability training and resources delivered to c.50 suppliers.
—
Simpler, more automated ways of working.
—
Accelerated carbon reduction incentive programme for suppliers.
—
Updates on Haleon strategy for suppliers.
—
Number of suppliers attending our events.
—
Number of suppliers attending our training.
—
Feedback from suppliers.
—
Number of tenders using carbon pricing.
—
Continuity of relationships.
Section 172 statement and stakeholder engagement
continued
34
Haleon
Annual Report and Form 20-F 2025
Our culture and people
Purpose-led,
performance‑focused
As we transform into a world class consumer company, we are reshaping
Haleon’s culture to support our Win as One strategy. We are building a
distinctive culture that gives us a competitive edge and enables us to
deliver at pace. Underpinned by our purpose – to deliver better everyday
health with humanity – we are driving an agile and performance‑focused
culture, empowering our people to innovate, collaborate and reach their
full potential, so we can meet the evolving needs of our consumers
across the world.
89%
Annual engagement
survey overall
response rate
77%
Win as One index
Our Win as One strategy
Our Win as One strategy sets the
direction for Haleon to seize
opportunities and realise our full
potential. It provides clarity for the
whole business to drive the organisation
consistently forward. There are four
elements to our strategy – all designed to
work together and reinforce each other.
It starts with our purpose – to deliver
better everyday health with humanity –
because what we do matters. To achieve
this, we have defined two ambitions: to
reach one billion more consumers by
2030 and deliver industry-leading
shareholder returns. Four strategic
drivers underpin these ambitions,
supported by behaviours that foster
an agile, performance-focused culture.
These include reports from our Speak Up
channel and the results from our annual
employee engagement survey. As part of
our cultural development work we have
evolved our employee listening approach
to sharpen how we measure cultural
progress, celebrate successes, and allow
for course correction. Our approach now
encompasses a wider range of indicators
to include data points that show
improvements in employee perception
and business outcomes related to our
five culture transformation levers
(strategy, operating model, processes,
people and behaviours and performance
management). These insights show a
fuller experience of working at Haleon,
related to the targeted cultural shifts
we are making and enable action taking
through the course of the year.
Our full range of indicators now include:
— Clear behavioural expectations set
through annual mandatory Code of
Conduct training including anti-bribery
and corruption and keeping data
secure.
— A new cultural transformation
dashboard to measure progress
against the five transformation levers
through perception and business
outcomes.
— A framework of internal financial and
operational controls, audit and
assurance programmes that monitor
the Company’s compliance with
regulations and internal procedures
and policies.
— Encouraging anyone, whether working
for Haleon or not, to speak up about
misconduct, breaches of policy or
procedures, and suspected violations
of laws and regulations.
— Measuring employee engagement
through our annual employee
engagement survey. Haleon received
an 82% overall engagement score.
In line with our purpose, our refreshed
Health Inclusivity and Sustainability
strategy is woven into every element
of our strategy. Together, they align
our organisation to accelerate growth.
This is how we Win as One – through our
people, creating impact for consumers
and value for shareholders.
Measuring our culture
Culture is the foundation of how we
deliver on our purpose and Win as One
strategy and we are continuing to
transform Haleon into a world-class
consumer company with an agile,
performance-focused culture. The Board
and Executive Team receive regular
reports on all aspects of culture, through
quarterly engagement sessions led by
our board member and Workforce
Engagement Director, Dame Vivienne Cox.
Growing at Haleon
Week
A week of development and
learning for our global community
Growing at Haleon Week 2025 returned
after its successful launch in 2024,
bringing together our global community
for a focused week of learning and
development. Held in September, the
programme offered a rich agenda of
sessions, workshops, and engagement
activities aimed at strengthening
enterprise thinking and accelerating
cultural transformation. Highlights
included a keynote from Brian
McNamara on breaking down silos
and moving ‘slow to go fast’ to drive
purposeful progress. Additional
sessions led by Haleon leaders
explored how better understanding
consumers – particularly in lower
income segments – can unlock new
opportunities for growth.
Net promoter
score 70 (NPS)
I would recommend Growing at
Haleon Week.
Spotlight
35
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our culture and people
continued
— Measuring our environmental, health
and safety performance across the
Company and conducting risk-based
audits, which the Board and Executive
Team monitor.
— Conducting regular conversations and
year-end reviews with employees.
Our people
Our people comprise permanent
and fixed-term direct employees,
supported by third-party temporary
workers and contractors. We are
creating an organisation where
everyone can reach their full potential
and perform at their best. Our Win as
One culture gives us a competitive
edge and attracts industry-leading
talent. Together our people focus on
our growth and productivity ambitions.
To support this, our initiatives and
policies reflect international employment
law, including the Universal Declaration
of Human Rights, and International
Labour Organisation (ILO) Declaration
on Fundamental Principles and Rights at
Work. We work to create an inclusive
environment where everyone can belong.
increase in internal hiring volumes driven
by job posting policies and improved
talent marketing.
Development and learning has three
objectives: build the right competencies
to stay safe and compliant within our
regulatory environment; develop
strategic capabilities; and provide
employees with opportunities to grow
and reach their potential. We identify
strategic capability needs through our
strategic planning processes overlaid
with our talent and performance cycles.
External trend analysis enables us to
prioritise hard to find capabilities that
are critical to our enterprise strategic
plans. These inform our internal learning
and development offerings and
investments in capability-building
programmes. Our offerings include a
range of options, from apprenticeships
(where available), coaching and
mentoring to self-led resources,
supporting employees’ career
development at Haleon. September saw
us launch our new learning management
system, the first phase of modernising
our total learning ecosystem. This puts
relevant learning in the hands of
employees with greater ease, and is
accessible on any device, anywhere;
outpacing the norm for manufacturing
environments. We have streamlined
related learning processes and items.
In June, we ran our second leader event
in London, building on momentum from
the previous year. We ran our second
Growing at Haleon Week, available to all
employees globally. More than 40,000
places were taken up across 19 sessions,
with 35 speakers.
Leadership development
Our leadership development offer
provides a globally consistent, career-
stage appropriate, and strategically
aligned curriculum for leaders at all
Attracting, fostering and
developing talent
Our ability to attract and retain industry-
leading talent is critical to delivering
our Win As One ambitions. Our talent
acquisition capability evolved again
in 2025; we simplified our recruiting
processes, aligned our interview guides
and interview enablement to the Win As
One strategy. We also deployed new
leadership assessments to improve how
we identify the most impactful talent for
critical roles – internally and externally.
We improved both the reliability of and
accessibility to, key talent insights and
hiring performance data. In Q1, we
implemented Eightfold AI, a leading
candidate relationship management and
recruiting workflow automation tool,
which has measurably reduced cost and
time-to-offer for both executive and
non-executive recruitment. As a result,
we have seen significant improvements
in our hiring speed, hiring experience
delivered to candidates and managers,
a reduction in external vendor spend,
and automation of key work processes
such as interview scheduling and
candidate outreach. In 2026, we plan
to improve how we onboard new hires
to drive speed to productivity and new
hire retention. We also anticipate an
levels of the organisation. Since 2023,
58% of the leadership population have
completed at least one global leadership
development programme, a significant
increase from 12% in 2022. This
demonstrates strong engagement in our
global leadership development offer.
NPS across these programmes average
60, and completion rates are at 78%+
reflecting strong participant advocacy
and satisfaction with the global
offerings. We have also won silver and
bronze Brandon Hall Awards for our two
leadership development programmes –
Inspire and Lead.
Creating a more inclusive workplace
In 2025, we continued to develop our
commitment to inclusion and belonging
(I&B) and our strategy focused on three
key pillars:
— Employee belonging – creating a
work environment that is inclusive
and accessible.
— Workforce representation – attract,
recruit, promote and retain the best
talent that reflects the communities
and consumers that we serve.
— Societal change – leverage our
expertise to enable health inclusivity
through our business relationships,
brands and research.
In 2025, Haleon’s Global I&B council met
quarterly to set priorities, review I&B
progress, and drive accountability for our
inclusion agenda. The council, sponsored
by the Chief Human Resources Officer
and chaired by the Global Head of
Talent, provides oversight and funding
for global initiatives, ensuring that I&B
is embedded consistently across
the business.
Discover
more…
We will undertake
targeted cultural
development work
in 2026 to help to
ensure Haleon
continues to have a
culture that
supports our
strategic plans.
See also our
business model,
stakeholder
engagement,
strategy, approach
to risk and financial
statement
sections
on pages 4, 32, 6, 50
and 105.
See also our
key
performance
indicators
section
on page 40.
See also the
Audit &
Risk Committee
Report
from
page 70.
See also our
statement of
compliance
on
page 59 with links
to our standards
and policies.
Our ability to attract and retain industry‑leading
talent is critical to delivering our Win As One
ambitions. Our talent acquisition capability
evolved again in 2025; we simpliﬁed our recruiting
processes, aligned our interview guides and
interview enablement to the Win As One strategy.
36
Haleon
Annual Report and Form 20-F 2025
Our employee resource groups (ERGs)
are open to all employees and create
inclusive, supportive communities where
colleagues can connect through shared
experiences and act as strategic partners
to the business by advancing inclusive
practices. In 2025, our ERGs delivered
meaningful impact across the business:
Pride helped secure the Rainbow
Honours Large Organisation of the
Year award; our inclusive mentoring
programme Elevate U! doubled its reach
and Women@Haleon launched our first
Menopause toolkit; Empower advanced
accessibility and neurodiversity with
resources such as a managers’ toolkit
and a Celebrating Different Minds video
series; and Illuminate strengthened
ethnic inclusion through unified local
networks and targeted programmes.
We also continue to champion local
ERGs (for example, our UK Carers ERG
and the introduction of our new
generational ERG: ConnectGen).
Collectively, these efforts strengthened
Haleon’s culture of inclusion, reaching
colleagues across 20 markets and
multiple functional chapters.
Outside the US and Puerto Rico, we
remain committed to achieving our
gender parity goal 48-52%
3
in our global
leadership roles by 2030
4
. We aim to
framework by creating a wellbeing
steering committee with representatives
from different areas of the business.
In 2026, we will continue to collaborate
closely with the Benefits team to ensure
alignment between our wellbeing and
benefits strategy. We are also planning
to create an employee oral health
programme and refresh our preventative
health offering.
Workplace environments
We have continued to evolve our
Workplace Solutions guidelines and
standards in 2025. As we continue to
adapt and grow, our foremost objective
is to ensure that each of our offices
and sites delivers an optimal level
of service and experience that meets
the evolving needs of our business
and employees. This year, we have
introduced innovative design guidelines
that emphasise enhancing the employee
experience at our sites. Our revised
guidelines and standards establish a
cohesive global approach, ensuring
consistency, safety, sustainability,
achieve this by ensuring our hiring, talent
pipeline and development processes
remove bias and encourage applications
from a range of talent – ensuring that
appointments are always made based
on the skills and experience required
for the role.
Employee health and wellbeing
At Haleon we are committed to ensuring
wellbeing is at the heart of the everyday
employee experience, enabling our
employees to be at their best and thrive.
Aligned to our Win as One ambitions,
and by prioritising wellbeing, celebrating
differences, and fostering an inclusive
workplace, we aim to unleash the full
potential of our employees.
In 2025, we launched our new 24/7
confidential global employee assistance
programme (EAP) in partnership with
our wellbeing partner to support our
employees and their dependants
across both personal and professional
challenges. We refreshed and
relaunched our wellbeing champion
network, growing the network globally
and developing a new framework to
set up our champions for success and
embed wellbeing into our culture.
As part of our new wellbeing strategy,
we have started to build a governance
and cost control across all locations
while simultaneously supporting our
workforce and our brand. We are
committed to creating spaces that strike
the perfect balance between
productivity, community, collaboration
and focus areas. Where possible, our
Hybrid at Haleon philosophy enables
employees to blend working from the
office, home and other locations to
foster creativity and innovation, enhance
focus and deepen relationships. Current
working arrangements can include
part-time working, home working and
flexible working hours.
As at 31 December 2025
Men
Women
Other
Non-
disclosed
Total
Directors
4
7
—
—
11
Executive Team
7
6
—
—
13
Executive Team direct reports
52
49
—
4
105
Senior managers
2
711
650
—
11
1,372
All employees
13,036
11,348
12
139
24,535
1.
Gender representation reporting is provided in accordance with our UK reporting obligations.
2.
Comprised of Leadership roles as defined in our glossary.
Company gender representation
1
See also our
Nominations &
Governance
Committee Report
on page 76.
Aligned to our Win as One ambitions, and by
prioritising wellbeing, celebrating differences,
and fostering an inclusive workplace, we aim
to unleash the full potential of our employees.
3.
Gender parity is
defined as between
48-52%. Since 2025,
this metric does not
include the US
and Puerto Rico.
4.
Percentage indicates
the percentage of
female permanent
employees.
Employees who did
not self-identify their
gender or answered
‘prefer not to say’ are
excluded from the
calculation.
37
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Health and safety
In 2025, we continued our commitment
to achieving a safe, healthy workplace
and a zero-harm culture. Our EHS
management system and strategic
approach continue to prioritise building
capability, high hazard risk elimination
and simplifying processes to prevent
harm in the workplace. This strategy is
underpinned by annual objectives and
measurable targets designed to drive
continuous improvement and reduce
reportable injuries, illnesses, and
serious incidents.
We also maintained our focus on
delivering task-specific and risk-based
health and safety training for employees
and third-party temporary workers,
emphasising hazard recognition and
proactive risk mitigation in the workplace.
2025
2024
Reportable Injury
and Illness Rate per
100,000 hours worked –
employees and
external workers
0.14*
0.13
Lost time injury
and illness rate per
100,000 hours
worked – employees
and external workers
0.13*
0.11
1
Fatalities
0*
0
*
KPMG LLP has issued independent limited
assurance, using assurance standard ISAE (UK)
3000, over the selected data indicated.
1.
In 2024, one additional lost-time reportable
event was reported late following an internal
investigation and therefore was not included in
the 2024 Reports.
The purpose of the Haleon safety board,
as part of the governance framework
that manages Haleon’s Product User
Safety risk, is to: set the Company’s
product safety strategy; and oversee the
implementation of the product safety
policy in relation to the composition and
core company position of all products.
Additionally, continuous monitoring
of ingredient safety is conducted in
collaboration with industry peers,
regulators and healthcare providers,
ensuring that Haleon remains proactive
in assessing the safety and benefits of
its products.
Upholding our standards
We have standards and policies in place
to ensure we uphold high standards of
business ethics. We are committed to
transparency, integrity, consumer
satisfaction, safety and compliance
with all relevant laws and regulations.
Product quality, safety and
development
Our products undergo extensive quality
testing and controls as part of our
manufacturing processes. In addition,
we have portals for consumers to obtain
product information and report adverse
reactions. The Haleon Quality System
establishes standards that govern
the entire product lifecycle, ensuring
consistency across all business units and
third-party manufacturers. It emphasises
the role of management at all levels in
upholding these standards, particularly
during product development. Haleon’s
scientists focus on tailoring products to
meet local needs, subjecting them to
rigorous research and testing to comply
with quality and safety standards,
thereby fostering consumer trust.
This process includes various
assessments such as stability testing,
consumer feedback and clinical studies.
Integral to this system is the Trusted
Ingredients programme, which leverages
cross-functional expertise to guide the
selection of active pharmaceutical
ingredients and excipients or additives
used in our products. Haleon implements
controls to evaluate potential benefits,
risks and consumer concerns associated
with these ingredients, including an
independent evidence-based safety
review for new ingredients added to the
product portfolio.
Cyber security
We recognise that the cyber security landscape within
which we operate is hostile and like many other
organisations we are at risk of a cyber-security attack
that could compromise our ability to manufacture,
distribute and sell our products and services. We
continue to invest to mitigate this risk, including using
advanced technologies, engagement of third-party
experts, and the development of our own capability.
We have a third-party risk management process in
place to help ensure that inherent risk assessments are
completed for third-party suppliers, with additional due
diligence assessments completed for higher risk
suppliers.
We have a dedicated cyber-security function that is
focused on the threat landscape and attack vectors
that are targeting healthcare providers, including
ransomware threats, and a cyber-defence team in place
to monitor and react to cyber threats. The security team
build appropriate controls into new developments
whilst continually assessing the posture of production
systems. Haleon’s Chief Information Security Officer
has approximately 15-years cyber-security experience
and is responsible for the cyber-security function. They
provide frequent updates on issues including: current
threats; operational key risk indicators; and cyber-
security maturity improvements, to the Executive Team
and Audit & Risk Committee, who have oversight of our
information security and cyber-risk strategy. Cyber
security risk updates are shared with the wider Board
by the Audit & Risk Committee.
—
During the year we ran several independent cyber
exercises to test our organisational response to
threats. These have provided valuable insights to
allow us to further improve our defences.
—
There was strong focus on the Operational
Technology (OT) environments within our
manufacturing and R&D sites.
—
As part of our overall drive to improve our cyber
security posture, 2025 saw the initiation of our cyber
culture campaign. Launched by the CEO in January,
it has been a year-long campaign aimed at improving
the cyber security awareness of our people covering
several key topics such as password discipline,
physical security, and the risks of social engineering
through an omni-channel approach.
—
Given the hostile external landscape, we have
reviewed our cyber preparedness during the year
and identified tactical enhancements. In addition,
we have put in place actions to further improvements
across the organisation to strengthen our resilience.
—
During 2025, Haleon did not identify any significant
cyber security related incidents.
Spotlight
Our culture and people
continued
We are committed to transparency,
integrity, consumer satisfaction, safety
and compliance with all relevant laws
and regulations.
38
Haleon
Annual Report and Form 20-F 2025
— As part of our commitment to
continuous improvement, we
introduced the Sustainability
Guidance for Suppliers Document,
outlining expectations in key areas –
decarbonisation, human rights, water
stewardship, and sustainable sourcing
– and providing practical steps to
make progress towards our
sustainability goals.
— We aim to achieve net zero carbon
emissions from source to sale by
2040
5
. We have implemented key
policies to support this goal,
including our Buying Goods and
Services Policy, which covers not only
the requirements for carbon pricing
in tenders but also the sustainable
procurement of agricultural, marine
and forest derived materials.
— We are driving our Scope 3 agenda to
achieve our SBTi near-term goal of
reducing source to sale emissions by
42% vs 2022. This includes partnering
with suppliers, promoting renewable
electricity adoption through
our sponsorship of the Energize
programme, supporting cost-efficient
transitions to low-carbon heat via our
partnership with Johnson Controls,
and optimising transition plans
with Zeroute.
confidentiality; proportionality; and
non-retaliation. Regular updates and
investigation reports are reviewed by
senior management and the Audit & Risk
Committee, and learnings are converted
into recommendations and updated
training.
Human rights
Haleon is committed to respecting
and promoting human rights wherever
we do business, including upholding
the Universal Declaration of Human
Rights and the International Labour
Organization’s core labour standards.
We aim to align our processes and
procedures with international standards,
including the UN Guiding Principles on
Business and Human Rights and the
Organisation for Economic Co-operation
and Development’s (OECD) Guidelines
for Multinational Enterprises. Our Human
Rights Policy is reviewed by the
Environmental & Social Sustainability
Committee (ESS) and outlines how we
embed human rights principles into
business practices and relationships
with suppliers and partners.
Our suppliers
Haleon’s supply chain is essential to
supporting both our commercial
objectives and sustainability ambitions.
We work with a broad network of
suppliers providing goods for
manufacturing, as well as value-added
services such as technology, marketing,
and logistics.
— Our approach is guided by Haleon’s
Supplier Code of Conduct, which sets
minimum expectations for ethical
conduct, environmental stewardship,
and social responsibility. Each Haleon
supplier is expected to accept and
follow it.
Haleon’s supply chain is essential to
supporting both our commercial objectives
and sustainability ambitions.
Discover
more…
For further
information about
our zero carbon
initiatives see our
approach to health
inclusivity and
sustainability
section on page 15
and our Health
Inclusivity and
Sustainability
report.
Code of Conduct
Our Code of Conduct helps to promote
ethical business practices and offers
guidance to our Board, Executive Team,
employees and third-party temporary
workers. Non-compliance with our Code is
considered misconduct and may lead to
disciplinary action, including termination.
Relevant principles of our Code also
extend to our suppliers, distributors,
agents, consultants and contractors.
The Code: comprises 19 principles; is
available in 19 languages; and combines
written standards with a decision-tree
approach to help make the right choices
and know when to seek advice. In 2025,
a new section on leadership
expectations was included in our Code
to clearly communicate expected
behaviours to line managers. All
employees receive annual training on the
Code of Conduct and essential
compliance principles.
Anti-bribery and anti-corruption
Our policy on the Prevention of Bribery,
Corruption and Other Financial Crimes
outlines our global principles, standards,
requirements, and zero-tolerance stance.
All employees and third-party temporary
workers must adhere to this policy and
receive training on its main principles.
Regular internal checks are conducted as
part of our financial control procedures,
and due diligence checks are performed
on all high-risk third parties. During 2025,
regular updates on the compliance
programme were provided to the
Executive Team and the Audit & Risk
Committee.
Speak up
Haleon encourages anyone, whether
working for the Company or not, to
speak up about misconduct, breaches
of policy or procedures, and suspected
violations of laws and regulations.
Concerns can be raised in multiple
languages via an independently
managed web form and hotlines, or by
email, telephone, or post. All cases are
handled in accordance with Haleon’s
investigatory principles: humanity;
5.
Aligned to guidance
from The Climate
Pledge and Race to
Zero.
39
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our key
performance
indicators
We have several enterprise metrics monitoring
performance across the business, from which
we select our key performance indicators (KPIs).
These are the most applicable in tracking our
strategic performance, health inclusivity and
sustainability efforts, and commitments to our key
stakeholders. The Board and Executive Team
monitor our KPIs to ensure continued alignment
to our strategy and, where applicable, they are
linked to Executive Directors’ remuneration.
See also the
Directors’ Remuneration Report
from page 78, and
forward-looking
statements
on page 204
Delivery on our 4–6% medium-term guidance.
Relevance and calculation:
Measures the strength of
our existing portfolio. Data is reconciled to our Financial
Statements. Reconciliations are included in our Non-IFRS
measures section on page 205.
Future focus:
Continue to deliver on our guidance,
prioritising driving growth from increasing penetration,
brand building, innovation and developing routes
to market.
Targeting medium-term leverage of c.2.5x net debt/
adjusted EBITDA.
Relevance and calculation:
Reducing our leverage
strengthens our balance sheet and maintains our
investment-grade credit rating. Data is reconciled to our
Financial Statements. Reconciliations are included in our
Non-IFRS measures section on page 205.
Future focus:
Operate a strong investment-grade
balance sheet with medium-term leverage of c.2.5x net
debt/adjusted EBITDA.
A key component in measuring the viability of our
business.
Relevance and calculation:
Provides us with capacity
to invest in the business, pay down debt and make
shareholder returns. Data is reconciled to our Financial
Statements. Reconciliations are included in our Non-IFRS
measures section on page 205.
Future focus:
Drive free cash flow through a
combination of working capital management and
efficiencies across the business.
A key profitability measure, measuring the Group’s
performance against its sustainable growth model.
Relevance and calculation:
Drives value-creating
behaviours and captures excess cash returned to
shareholders via share buybacks, which in turn increase
total shareholder returns. Data is reconciled to our
Financial Statements. Reconciliations are included in
our Non-IFRS measures section on page 205.
Future focus:
Top-line and bottom-line growth of the
business, reduction of interest charges through optimal
leverage, and share buybacks.
Continued profitable growth.
Relevance and calculation:
Our organic operating profit
growth is an important indicator of the strength of our
business model. Data is reconciled to our Financial
Statements. Reconciliations are included in our Non-IFRS
measures section on page 205.
Future focus:
Drive positive operating leverage, whilst
at the same time ensuring healthy investment to drive
top-line growth or return to shareholders.
Drive market share gains through brand building,
innovation and increased investment in A&P and R&D.
Relevance and calculation:
The attractiveness of
our products is key for all our stakeholders, giving
them confidence in our ability to increase household
penetration and capitalise on new and emerging
opportunities. Based on Haleon’s analysis of third-party
market value sales and share data, including IQVIA,
Circana and NIQ data.
Future focus:
Ensure healthy investment in A&P and
drive innovation through investment in R&D.
Free cash flow
1
PSP
Adjusted diluted earnings per
share (EPS) growth
1
PSP
Business gained/maintained share
Financial and commercial KPIs
Organic revenue growth
1
AIP
Net debt/adjusted EBITDA
1
PSP
2
Organic operating profit growth
1
AIP
2023
2024
2025
3.0%
5.0%
8.0%
2023
2024
2025
£1.9bn
£1.9bn
£1.6bn
2023
2024
2025
2.6x
2.8x
3.0x
2023
2024
2025
5.0%
3.5%
(6.0)%
2023
2024
2025
10.5%
9.8%
10.8%
2023
2024
2025
60%
71%
58%
40
Haleon
Annual Report and Form 20-F 2025
Our KPIs and Executive Director
remuneration in 2025
Elements of our Executive Director remuneration are
linked to the delivery of specific KPIs, that are
considered the most relevant in assessing business
performance and our commitments to stakeholders.
See also the
Directors’ Remuneration Report
from page 78.
Performance Share Plan ESG qualifier
The 2025 Performance Share Plan has an ESG qualifier
with thresholds set for two responsible business KPIs:
carbon reduction and a reduction in virgin petroleum-
based packaging. At the end of the performance period,
if either of the thresholds are missed, a reduction in
the level of vesting of 10% could be applied for each
missed threshold. If the metrics are static or go
backwards compared to the 2024 baseline, a 25%
reduction in the level of vesting could be applied for
each measure (i.e. a potential overall reduction of up
to 50%).
Reduce our net Scope 1 and 2 carbon emissions by 100%
by 2030 vs a 2020 baseline.
Relevance and calculation:
Decarbonising our
operations is a key focus area and helps protect against
climate-related transition risks. We track the percentage
change in total tonnes of market-based net Scope 1
and 2 greenhouse gas (GHG) emissions vs 2020.
Future focus:
We are focused on addressing our
remaining Scope 1 emissions by transitioning to
renewable-energy-powered systems for heating
and cooling.
We aim to achieve gender parity in leadership roles
by 2030.
5
Relevance and calculation:
We believe that building an
inclusive organisation, that represents the consumers
and communities who rely on our brands, is a
competitive advantage and is an important consideration
for our stakeholders. Calculated as a percentage of
employees who self-identify as female, compared to
our overall number of permanent employees, across a
quarterly average.
Future focus:
Monitor representation (excluding the US
and Puerto Rico) to understand the composition of our
workforce and how it reflects our key stakeholders.
Reduce our use of virgin petroleum-based plastic by
10% by 2025, and a third by 2030, vs a 2022 baseline.
Relevance and calculation:
Packaging and plastic
pollution are environmental areas of high concern to
consumers. We are committed to addressing this by
making our packaging more sustainable. We track the
percentage change in estimated tonnes of virgin
petroleum-based plastic in our packaging vs 2022.
Future focus:
Continue to focus on reducing our use
of virgin petroleum-based plastic, and replacing it with
recycled plastic or alternative materials, focusing on
our most significant packaging formats.
Build a company where employees are proud to work,
feel inspired, challenged, supported and have a sense
of personal accomplishment.
Relevance and calculation:
Ensuring employees feel
that Haleon is fulfilling its core engagement index
measures, is fundamental to our long-term success.
We track responses to our core engagement index
measures in our annual employee survey and review
progress via our pulse survey.
Future focus:
Continue to focus on strengthening our
culture to drive performance, agility and continuous
improvement.
Gender representation
5
PSP ESG QUALIFIER
6
Employee engagement
7
Responsible business, people and culture KPIs
Performance Share Plan 2025-27
PSP
Annual Incentive Plan
AIP
Carbon reduction
3
PSP ESG QUALIFIER
Virgin petroleum-based plastic
reduction
4
PSP ESG QUALIFIER
50% linked to Cumulative
free cash flow
30% linked to Adjusted
diluted EPS growth
20% linked to Organic
operating margin improvement
40% linked to Organic
revenue growth
40% linked to Organic
operating profit growth
20% linked to individual
business objectives
Footnotes:
*
KPMG LLP has issued independent limited assurance
over the selected data indicated, using assurance
standards ISAE(UK)3000 and ISAE 3410.
1.
Organic revenue growth, Organic operating profit
growth, Free cash flow, Adjusted diluted earnings per
share and Net debt/adjusted EBITDA are Non-IFRS
measures. Definitions and calculations of Non-IFRS
measures can be found on page 205.
2.
Performance Share Plan measure until and including
the 2023-2025 PSP.
3.
Successful reductions shown as negative figures.
The 2024 and 2025 reporting periods run from
1 December of the prior year to 30 November of the
reported year. The 2020 baseline is the calendar year.
Carbon offsets account for 11% of our location-based
Scope 1 and 2 carbon emissions in 2025.
4.
Successful reductions shown as negative figures. The
2024 and 2025 reporting periods run from 1 July of
the prior year to 30 June of the reported year. The
end point for the 2025 goal is the end of the 2025
calendar year. The 2022 baseline is the calendar year.
The scope of our estimated packaging footprint
includes product packaging and some devices,
including toothbrushes.
5.
Gender parity is defined as between 48-52%. Since
2025, the Gender representation metric does not
include the US and Puerto Rico. The 2024 result has
also been updated to exclude these, hence the 2024
result shown differs from the value of 45.2%
disclosed in the 2024 Annual Report and Form 20-F
and the 2024 Responsible Business Report.
Percentage indicates the percentage of female
permanent employees.
6.
Performance Share Plan ESG qualifier until and
including the 2024-2026 PSP. However, for that
qualifier, Gender Representation is calculated on
a global basis including US and Puerto Rico. See
page 95 for details on the Performance Share Plan
ESG qualifier on gender representation.
7.
Measure shows the engagement index at Haleon
calculated as an average favourability score on three
questions: 1) I am proud to work for Haleon; 2) My
work gives me a feeling of personal accomplishment;
and 3) I would recommend Haleon as a great place
to work.
2024
2025
(55)%*
(50)%
2024
2025
(9)%*
(1)%
2023
2024
2025
82%
81%
78%
2024
2025
46.3%
44.6%
41
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
quarter. Had we had a normal cold and
flu season, organic growth would have
been 3.4%.
We continue to operate in attractive
categories with long-term consumer
tailwind trends such as increased focus
on health and wellbeing. This alongside
our trusted brands, healthy innovation
pipeline and leading category positions,
are the key reasons we remain confident
in our medium-term guidance of 4-6%
revenue growth.
During the year, we continued at pace
to unlock savings from productivity,
particularly across the supply chain
where we made strong progress in
reducing SKUs, packaging specifications
and formulations. This, combined
with pricing resulted in adjusted gross
profit growth of 4.4% (constant
currency) and 220bps of margin
expansion (constant currency) (reported:
3.8% with 350bps of margin expansion).
Unlocking efficiencies across the supply
chain remains an area where we continue
to see significant potential.
Our strong gross profit performance,
meant that we were able to invest in
the business at a healthy rate with
advertising and promotional (A&P) spend
2025 was a pivotal year for Haleon,
marked by the introduction of our value
creation framework to deliver industry-
leading returns. Despite a softer
consumer and customer environment,
with global category growth falling
below historic averages, we delivered
strong financial results, in line with our
value creation framework. We delivered
strong organic operating profit driven
by strong gross margin improvement
enabling further investment in the
business whilst delivering more to
the bottom line, combined with strong
cash generation enabling disciplined
capital allocation.
I would like to thank everyone at Haleon
for all their efforts in delivering strong
financials and building solid foundations
for continued momentum in 2026.
High quality earnings
For the year, organic revenue increased
3.0% (reported: (1.8)%) to £11.0bn with
our consumption outperforming the
market by 40bps. Headwinds from
foreign exchange and net M&A reduced
revenue by 2.8% and 2.0% respectively.
Organic growth was held back by a
weakening consumer environment
and lower levels of cold and flu which
impacted performance in the fourth
up 7.5% constant currency (reported:
+4.7%) to 20.5% of revenue. Investment
was focused on our core, key growth
markets such as India and driving
innovation. At the same time, we looked
to maximise the effectiveness of our
spend. Adjusted R&D spend was up 7.7%
constant currency (reported: +6.1%)
focused on a number of key areas
including scientific evidence generation
for new and differentiated claims along
with digital enablement.
Altogether, organic profit growth of
10.5% (reported: +9.3%) represented
160bps of margin growth (reported:
230bps). This was partly offset by a drag
from net M&A ((70) bps) and FX ((30)bps)
which resulted in adjusted operating
margin up 60bps at actual rates.
Adjusted EPS was up 5.0% to 18.8p
(reported EPS: up 17.8% to 18.5p) largely
reflecting the strong profit performance,
lower dividend payments for our China
JV and the impact of the £500m share
buyback.
Chief Financial
Officer’s review
2025 Finance review
9.3%
Operating profit
growth
£2.6bn
Net cash inflow from
operating activities
10.5%
Organic operating
profit growth
£1.9bn
Free cash flow
Dawn Allen
Chief Financial Officer
We delivered strong ﬁnancial
results, in line with our value
creation framework.
During the year, we continued at pace
to unlock savings from productivity,
particularly across the supply chain where
we made strong progress in reducing SKUs,
packaging speciﬁcations and formulations.
42
Haleon
Annual Report and Form 20-F 2025
Strong cash performance
Our cash performance was also strong,
with free cash flow of £1.9bn, up £194m
on a like-for-like basis (i.e. excluding the
impact of divestments in 2024 including
net proceeds of £325m offset by £(100m)
of associated tax payments). This was
helped by a strong improvement in our
working capital cycle which reduced
by 11 days. Working capital continues
to be an area where we see further
optimisation opportunity.
Capital expenditure of £413m (2024:
£318m) was weighted towards growth
and productivity with spend largely
devoted to systems, processes and
automation.
Driving shareholder returns
During the year, we returned £1.1bn
to shareholders through a £500m
buyback with the remainder coming
from dividends. This, along with spend
to complete the full buyout of our
China JV and our strong free cash flow
performance meant that we were able
to reduce leverage by £0.6bn to £7.3bn
representing 2.6x net debt/adjusted
EBITDA (2024: 2.8x); in line with our
medium-term guidance.
As highlighted at our Capital Markets
Day, we continue to believe c.2.5x net
debt/adjusted EBITDA is the right
leverage for Haleon over the medium
term. This enables the business to
appropriately balance our capital
allocation priorities of maintaining a
strong investment grade balance sheet,
to invest for growth and explore bolt-on
acquisitions, as well as return surplus
capital to shareholders.
Income statement summary
2025
£m
2024
2
£m
% change
Revenue
11,030
11,233
(1.8)
Revenue growth
(1.8%)
(0.6%)
Organic revenue growth
1
3.0%
5.0%
Gross profit
7,080
6,824
3.8
Adjusted gross profit
1
7,193
7,099
1.3
Operating profit
2,412
2,206
9.3
Adjusted operating profit
1
2,526
2,500
1.0
Net finance costs
(262)
(302)
(13.2)
Profit before tax
2,152
1,910
12.7
Profit after tax attributable to shareholders of the Group
1,667
1,442
15.6
Adjusted profit after tax attributable to shareholders of the Group
1
1,697
1,638
3.6
Earnings per ordinary share
Diluted (pence)
18.5
15.7
17.8
Adjusted
1
(pence)
18.8
17.9
5.0
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
2.
For a discussion of the Group’s financial and operating performance for the year ending 31 December 2024, see Haleon’s 2024 Annual
Report and Form 20-F, pages 34-42.
Given these priorities, the Board has
proposed a final dividend for 2025 of
4.9p per ordinary share and a total
dividend of 7.1p per ordinary share, up
7.6% year on year. In addition, we have
announced the allocation of £500m to
share buybacks in 2026. This reflects our
expectation for another year of strong
financial performance.
Looking ahead
We are making good progress in
transforming Haleon into a world-class
consumer company. However, there is
more to do to become truly agile and
relentlessly consumer-focused.
The evolution of our operating model
will be key to driving this shift. Through
our value creation framework, we are
focused on building flexibility and agility
in our P&L by unlocking productivity
savings to fund sustained investment in
growth. Alongside this, an even sharper
focus on return on capital reinforces
our confidence in our medium-term
guidance. I am confident that Haleon is
well positioned to deliver another year
of strong financial performance and
create value for all our stakeholders.
43
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Revenue
Reported revenue declined 1.8% to
£11,030m (2024: £11,233m) but grew
3.0% organically for 2025. This was
below our medium-term expectations,
primarily reflecting a weak cold and flu
season and low consumer confidence
in North America. The net impact of
foreign exchange and net M&A reduced
revenue by 2.8% and 2.0% respectively,
the latter reflecting the effect of the
2024 disposals of ChapStick and
Nicotine Replacement Therapy business
outside the US.
Gross profit
Reported gross profit increased by
3.8% to £7,080m (2024: £6,824m) with
gross margin up 350bps to 64.2%.
Adjusted gross profit increased by
1.3% at actual exchange rates and
4.4% at constant currency to £7,193m
(2024: £7,099m). Key drivers of margin
expansion included pricing to offset
inflation, net revenue management
and benefits from the supply chain
productivity programme. Adjusted
gross profit margin increased 200bps
at actual exchange rates to 65.2%
(2024: 63.2%) and 220bps at constant
currency to 65.4%.
Operating profit
Reported operating profit increased
by 9.3% to £2,412m (2024: £2,206m)
and reported operating profit margin
increased 230bps to 21.9% (2024:
19.6%).
Adjusted operating profit increased
by 1.0% at actual exchange rates to
£2,526m (2024: £2,500m) and increased
10.5% on an organic basis. Adjusted
operating profit margin increased 60bps
to 22.9% (2024: 22.3%). On an organic
basis, adjusted operating profit margin
increased 160bps, driven by progress on
productivity initiatives and operating
leverage to support investment in
long-term performance.
For the year, A&P spend was up 4.7% at
actual exchange rates, and up 7.5% at
constant currency, representing 20.5%
of revenue (2024: 19.2%). Adjusted R&D
expenditure was £315m (2024: £297m),
up 6.1% at actual exchange rates and up
7.7% at constant currency, with increased
investment across key innovation areas
and superior evidence generation.
Adjusting items within operating profit
totalled £114m in 2025 (2024: £294m).
This included the amortisation and
impairment of intangible assets of £60m
(2024: £147m). In the prior year, £135m
related to the impairment of Nexium
from weaker market conditions in the
Proton Pump Inhibitor (PPI) category.
During 2025, Nexium was reclassified to
a definite life amortised brand and no
further impairment has been recognised
for Nexium. Restructuring costs totalled
£89m (2024: £214m) and included
amounts related to the productivity
programme and two site closures.
Transaction-related costs and separation
and admission costs were £nil in 2025
(2024: £(1)m and £30m respectively).
Disposals and other items amounted to
£(35)m (2024: £(96)m) and included gains
related to prior year divestments and
settlements.
Net finance costs
Net finance costs were £262m (2024:
£302m). This reflected finance costs
of £340m (2024: £384m) and finance
income of £78m (2024: £82m). Lower
net finance costs largely relate to the
reduction in debt and lower interest
rates.
Tax charge
The statutory tax charge of £472m (2024:
£435m) represented an effective tax rate
on IFRS results of 21.9% (2024: 22.8%).
The tax charge on an adjusted basis was
£554m (2024: £527m) and the effective
tax rate on an adjusted results basis was
24.5% (2024: 24.0%).
Profit after tax and earnings
per share
Profit after tax attributable to
shareholders of the Group was £1,667m
(2024: £1,442m) and adjusted profit after
tax attributable to shareholders was
£1,697m (2024: £1,638m), up 3.6% at
actual exchange rates.
Diluted earnings per share increased
17.8% to 18.5p in 2025 (2024: 15.7p).
Adjusted diluted earnings per share
increased 5.0% to 18.8p (2024: 17.9p)
reflecting slight growth in adjusted
operating profit, lower net finance costs
and non-controlling interest, and a 1.6%
reduction in diluted weighted average
share count following the buyback of
shares in 2025. This was partly offset
by a higher tax rate on adjusted profit
before tax.
2025 Finance review
continued
44
Haleon
Annual Report and Form 20-F 2025
Geographical segment performance
Revenue by geographical segment for the year ended 31 December
Revenue (£m)
Revenue change (%)
2025
2024
Reported
Organic
1
Price
1
Vol/Mix
1
FX impact
Net M&A
impact
North America
3,866
4,042
(4.4)%
(0.4)%
1.0%
(1.4)%
(3.0)%
(1.0)%
EMEA & LatAm
4,592
4,631
(0.8)%
4.7%
4.2%
0.5%
(2.3)%
(3.2)%
APAC
2,572
2,560
0.5%
5.2%
1.0%
4.2%
(3.3)%
(1.4)%
Group
11,030
11,233
(1.8)%
3.0%
2.3%
0.7%
(2.8)%
(2.0)%
1.
Price and volume/mix are components of organic revenue growth. Definitions and calculations of non-IFRS measures can be
found from page 205.
Adjusted operating profit by geographical segment for the year ended 31 December
Adjusted operating
profit
1
(£m)
YoY
change
YoY Organic
change
1
FX impact
Net M&A
impact
2025
2024
2025
Group operating profit
2,412
2,206
9.3%
Reconciling items between adjusted
operating profit and operating profit
2
114
294
(61.2)%
Group adjusted operating profit
3
2,526
2,500
1.0%
10.5%
(3.8)%
(5.7)%
North America
947
1,000
(5.3)%
1.9%
(4.4)%
(2.8)%
EMEA & LatAm
1,090
1,054
3.4%
15.9%
(3.5)%
(9.0)%
APAC
553
539
2.6%
13.1%
(6.7)%
(3.8)%
Corporate and other unallocated
(64)
(93)
31.2%
9.0%
22.6%
(0.4)%
Group adjusted operating profit
2,526
2,500
1.0%
10.5%
(3.8)%
(5.7)%
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
2.
Reconciling items for these purposes are the adjusting items, which are defined under Use of non-IFRS Measures on page 205.
A reconciliation between operating profit and adjusted operating profit is included under Use of non-IFRS Measures.
3.
On a segment basis, adjusted operating profit is the measure of segment profit or loss reviewed by the Company’s chief
operating decision maker. Adjusting items are not allocated by segment, as these items are managed centrally by the Group,
and therefore are not part of the measure of segment profit or loss reviewed by the Company’s chief operating decision maker.
Adjusted operating profit margin by geographical segment for the year ended 31 December
Adjusted operating
profit
1
(£m)
YoY
change
YoY Organic
change
1
FX impact
Net M&A
impact
2025
2024
2025
North America
24.5%
24.7%
(20)bps
50bps
(30)bps
(40)bps
EMEA & LatAm
23.7%
22.8%
90bps
230bps
(30)bps
(110)bps
APAC
21.5%
21.1%
40bps
150bps
(70)bps
(40)bps
Group
22.9%
22.3%
60bps
160bps
(30)bps
(70)bps
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
Geographical segment performance
North America
2025
£m
2024
£m
Change (%)
YoY
Organic
1
Price
2
Vol/Mix
2
Revenue
3,866
4,042
(4.4)%
(0.4)%
1.0%
(1.4)%
Adjusted operating profit
1
947
1,000
(5.3)%
1.9%
n/a
n/a
Adjusted operating profit margin
1
24.5%
24.7%
(20)bps
50bps
n/a
n/a
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
2.
Price and volume/mix are components of organic revenue growth.
2025 reported revenue was £3,866m (2024: £4,042m), a decline of (4.4)% on a reported basis,
which included the negative impact of exchange rates of (3.0)% and a (1.0)% impact from net
M&A. As a result, revenue declined (0.4)% on an organic basis with 1.0% price and (1.4)%
volume/mix. The headwind from cold and flu, which held back organic growth in Q4, was offset
by a better performance in Oral Health and VMS. Overall, in 2025, Haleon consumption grew
ahead of a slightly declining market. The broader market was impacted by weaker consumer
confidence from concerns around the labour market and inflation.
Organic revenue growth reflected the resilience of categories such as Oral Health as well as an
improved performance in Advil. However, this was more than offset by the impact of a weak
US consumer and retail environment particularly across more discretionary categories such as
Smokers’ Health. In addition, seasonal OTC categories including cold and flu were impacted by
lower levels of incidence.
— In 2025, mid-single digit growth in Oral Health was driven by Sensodyne and parodontax.
— VMS declined low-single digit with an improved performance from Centrum in the second half
of the year and good growth in Emergen-C.
— Pain Relief was flat with growth in Voltaren more than offset by a decline in Excedrin.
— Respiratory Health declined mid-single digit with a double digit decline in Q4 from a weaker
cold and flu season. Smokers’ Health declined double digit.
— Digestive Health was flat with growth in Tums and Benefiber partly offset by a decline in
Nexium.
Adjusted operating profit declined (5.3)% and grew 1.9% organically, driven by cost efficiencies
which were partly offset by an increase in A&P. Adjusted operating profit margin was 24.5%,
up 50bps on an organic basis.
Revenue growth
(4.4)%
Organic revenue growth
1
(0.4)%
Organic operating profit growth
1
1.9%
45
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Europe, Middle East & Africa (EMEA) and Latin America (LatAm)
2025
£m
2024
£m
Change (%)
YoY
Organic
1
Price
2
Vol/Mix
2
Revenue
4,592
4,631
(0.8)%
4.7%
4.2%
0.5%
Adjusted operating profit
1
1,090
1,054
3.4%
15.9%
n/a
n/a
Adjusted operating profit margin
1
23.7%
22.8%
90bps
230bps
n/a
n/a
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
2.
Price and volume/mix are components of organic revenue growth.
2025 reported revenue was £4,592m (2024: £4,631m), a decrease of (0.8)% on a reported basis,
which included the negative impact of exchange rates of (2.3)% and a (3.2)% impact from net
M&A. As a result, organic revenue grew 4.7% with 4.2% price and 0.5% volume/mix.
Geographically, Middle East & Africa, Latin America and Central & Eastern Europe saw mid-single
digit organic growth, and there was a resilient performance in Southern Europe and Northern
Europe. Growth in Q4 was held back by a weak cold and flu season particularly across Central &
Eastern Europe.
Haleon consumption outperformed the market, helped by the strength of our channel mix,
innovation and strong brands. Consumer confidence was impacted by inflation in Europe and
Latin America which resulted in value seeking behaviour.
— High-single digit growth in Oral Health was supported by strong growth from Sensodyne,
Polident/Poligrip and parodontax.
— Mid-single digit growth in VMS was led by Centrum up high-single digit partly offset by a
decline in some local brands.
— Pain Relief increased mid-single digit driven by Panadol.
— Performance in Respiratory Health was impacted by a weak cold and flu season.
— Therapeutic Skin Health & Other grew mid-single digit reflecting strength in Zovirax.
Adjusted operating profit increased 3.4% and 15.9% organically, driven by cost efficiencies which
were partly offset by an increase in A&P. Adjusted operating profit margin was 23.7%, up 230bps
on an organic basis.
Revenue growth
(0.8)%
Organic revenue growth
1
4.7%
Organic operating profit growth
1
15.9%
Asia Pacific (APAC)
2025
£m
2024
£m
Change (%)
YoY
Organic
1
Price
2
Vol/Mix
2
Revenue
2,572
2,560
0.5%
5.2%
1.0%
4.2%
Adjusted operating profit
1
553
539
2.6%
13.1%
n/a
n/a
Adjusted operating profit margin
1
21.5%
21.1%
40bps
150bps
n/a
n/a
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
2.
Price and volume/mix are components of organic revenue growth.
2025 reported revenue was £2,572m (2024: £2,560m), an increase of 0.5% on a reported basis,
which included the negative impact of exchange rates (3.3)% and a (1.4)% impact from net M&A.
As a result, organic revenue growth in APAC was 5.2%% with 1.0% price and 4.2% volume/mix.
Strong volume growth was driven by China, India and South-East Asia & Taiwan through
innovation and growth across online channels combined with successful in-market execution.
China grew mid-single digit, and India saw continued momentum with double digit growth.
South-East Asia & Taiwan and North Asia both grew mid-single digit whilst Australia and New
Zealand were up low-single digit.
Haleon consumption outperformed the market. Consumer confidence in China remains steady
with continued preference for brands and ongoing strength in E-comm. In India, GST reforms
have boosted consumer sentiment.
— Oral Health grew double digit driven by strong growth in Sensodyne in India and parodontax
in China.
— VMS delivered mid-single digit growth, with strong growth in Centrum, supported by a number
of innovations including Centrum Daily Kits. Caltrate was flat from lapping strong growth in
2024 when a competitor was out-of-stock; consumption of Caltrate continues to be healthy.
— Respiratory Health was flat given a softer cold and flu season during the first half and a normal
season in the second half of the year.
— Pain Relief was up mid-single digit underpinned by performance in Panadol.
— Digestive Health was up low-single digit. Therapeutic Skin Health & Other slightly declined.
Adjusted operating profit increased 2.6% and increased 13.1% organically. The organic increase
in adjusted operating profit was driven by positive operating leverage combined with
operational efficiencies, which more than offset an increase in A&P. Adjusted operating margin
was 21.5% and increased 150bps organically.
Revenue growth
0.5%
Organic revenue growth
1
5.2%
Organic operating profit growth
1
13.1%
2025 Finance review
continued
46
Haleon
Annual Report and Form 20-F 2025
Revenue by market category
Revenue by market category for the year ended 31 December
As announced in May 2025, the Group has adopted a new structure for reporting revenue by
market category. Compared to previous reporting, the new structure:
— Splits out Digestive Health & Other into Digestive Health, and Therapeutic Skin Health & Other.
— Smokers’ Health, which had previously been reported as part of Digestive Health & Other is
now included in Respiratory Health.
— There are no changes to other categories.
Revenue (£m)
1
Revenue change (%)
2025
2024
Reported
Organic
2
FX
impact
Net M&A
impact
Oral Health
3,461
3,312
4.5%
7.9%
(3.4)%
—
VMS
1,685
1,696
(0.6)%
1.9%
(2.5)%
—
Pain Relief
2,564
2,564
—
2.3%
(2.3)%
—
Respiratory Health
1,873
2,122
(11.7)%
(1.9)%
(1.7)%
(8.1)%
Digestive Health
987
1,029
(4.1)%
0.5%
(4.4)%
(0.2)%
Therapeutic Skin Health & Other
460
510
(9.8)%
2.0%
(3.1)%
(8.7)%
Group revenue
11,030
11,233
(1.8)%
3.0%
(2.8)%
(2.0)%
1.
Following the change in product category structure announced on 1 May 2025, 2024 figures have been restated.
2.
Price and volume/mix are components of organic revenue growth. Definitions and calculations of non-IFRS measures can be
found from page 205.
Oral Health
In 2025, Oral Health reported revenue
increased 4.5% to £3.5bn with organic
revenue growth of 7.9% (excluding a (3.4)%
adverse impact of foreign exchange rates).
We continued to outperform the category
with market share gains supported by
innovations and geographic expansion,
combined with strong in-market execution.
Sensodyne organic revenue grew high-single
digit, with growth driven by innovation,
including the Clinical platform, with
Sensodyne Clinical White now available in
26 markets. The launch has contributed to
strong market share gains and driving
penetration by 130bps particularly amongst
younger consumers. The introduction of a
Sensitivity + Cavity toothpaste in over 65
markets including Indonesia and South Africa
is addressing affordability barriers.
We maintained momentum across our
gum health portfolio with the launch of
parodontax Gum Strengthen & Protect with
hyaluronic acid. This multi-format range
across both toothpaste and mouthwash has
expanded the brand into the key untapped
gum need-state of protective gum care. This
has now been launched in 18 markets with
good consumer feedback. Building on its
successful 2024 launch, Haleon expanded
parodontax’s distribution in China, contributing
to the brand’s global double-digit growth.
VMS
In VMS, 2025 reported revenue decreased
(0.6)% resulting in £1.7bn. On an organic basis,
revenue grew to 1.9% (excluding a (2.5)%
adverse impact of foreign exchange rates).
Mid-single digit growth in Centrum reflected
a strong performance in EMEA & LatAm and
APAC partly offset by a decline in North
America. The decline in North America
was a result of weak market conditions for
the multivitamin category and increased
promotions by competitors. The category
returned to growth in North America during
the second half of the year supported by the
activation of cognitive function claims on
Centrum Silver driving market share gains.
Caltrate was flat, after lapping a tough
comparative from a competitor being out
of stock in 2024. Growth was supported by
innovation including Caltrate Kids Liquid in
China, with patented Vitamin K2 formulation
driving 10x better absorption.
Emergen-C grew mid-single digit,
outperforming the immunity category
underpinned by innovation strength including
Emergen-C crystals, Emergen-C Immune+
and Zero Sugar.
In Oral Health, we continued to outperform the
category with market share gains supported
by innovations and geographic expansion,
combined with strong in-market execution.
47
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
2025 Finance review
continued
Pain Relief
In Pain Relief, reported revenue was flat
resulting in £2.6bn of revenue. Organic
revenue growth was 2.3% (excluding
a (2.3)% adverse impact of foreign
exchange rates). Organic growth was
driven by mid-single digit growth in
Panadol underpinned by continued
share gains in a number of markets
including UK and Australia. Growth was
supported by innovation including
Panadol Dual Action, a paracetamol and
ibuprofen combination product which
leverages the technology in Advil. It is
now launched in nine markets.
Voltaren was up low-single digit with
growth in North America and Middle
East & Africa, partly offset by a decline
in Germany. Haleon’s innovation agenda
was supported by the expansion of 2%
medicated gels in China driving market
share gains.
Advil was flat, with an improving trend in
the US through the year, supported by
the launch of Advil PM LiquiGel Minis in
the US and the activation of a new
campaign in North America (No Pain,
More Gain).
Respiratory Health
In Respiratory Health, reported revenue
declined (11.7)% to £1.9bn with organic
revenue decline of (1.9)%. The 2025
decline in reported revenue included a
(8.1)% impact from net M&A (divestment
of non-US Smokers’ Health business) as
well as (1.7)% from foreign exchange
movements.
Performance was impacted by a weak
cold and flu season particularly in North
America and Central & Eastern Europe
in Q4 with total cold and flu organic
revenue down mid-single digit.
Robitussin declined double digit in Q4
with lower levels of cough incidences.
Otrivin grew mid-single digit with market
share gains in Otrivin Nasal Mist driven
by penetration from non-spray users in
launch markets of Sweden and UK. High
repurchase intent for the product was
supported by expert advocacy.
Smokers’ Health declined double digit in
2025. Excluding the impact of Smokers’
Health, Respiratory Health organic
revenue would have been broadly flat.
Digestive Health
In Digestive Health, reported revenue
declined (4.1)% resulting in £1bn of
revenue and 0.5% organic growth
(excluding a (0.2)% negative impact
from organic adjustments and a (4.4)%
adverse impact of foreign exchange
movements). Tums saw good growth
supported by expansion of Tums Gummy
Bites driving incremental penetration
and attracting new consumers to the
category in the US. Benefiber was up
high-single digit helped by its ‘Grow
What Feels Good’ campaign.
In India, Haleon launched ENO 3-in-1,
delivering consumers additional benefits
beyond heartburn such as indigestion
and bloating. Overall, the brand
declined, largely driven by double-digit
decline in Brazil from a weaker macro-
economic environment.
Therapeutic Skin Health & Other
Therapeutic Skin Health & Other
reported revenue declined (9.8)% to
£0.5bn with organic revenue growth of
2.0% (excluding a (8.7)% negative impact
from organic adjustments and a (3.1)%
adverse impact of foreign exchange
rates). Organic revenue growth was
driven by
Zovirax
, up mid-single digit,
partly offset by a decline in
Fenistil
.
Despite a challenging consumer environment,
our brand portfolio performed well,
outperforming the market and with 60% of
the business gaining or maintaining share.
48
Haleon
Annual Report and Form 20-F 2025
Indebtedness, liquidity and
financial risk management
Indebtedness
At 31 December 2025, the Group’s total
borrowings were £8,609m (2024:
£10,127m), and the Group’s net debt
was £7,263m (2024: £7,907m).
Long-term financing consists of $6,000m
USD bonds, €2,250m Euro bonds and
£1,000m GBP bonds issued under the
Euro Medium Term Note programme as
well as CNY2,824m bank loans.
As at 31 December 2025, the Group’s
long-term credit rating with S&P is BBB+
and with Moody’s is A3. The Group’s
short-term credit ratings are A-2 and P-2
with S&P and Moody’s respectively.
Total borrowings/profit after tax was
5.1x and net debt/adjusted EBITDA was
2.6x as at 31 December 2025. Haleon
expects to operate with leverage of
around 2.5x net debt/adjusted EBITDA
over the medium term.
Cash generation
Net cash from operating activities
totalled £2,634m in 2025 (2024: £2,301m).
Free cash flow was £1,913m (2024:
£1,944m). This was up £194m compared
to 2024, before taking account of the
one-time net proceeds from divestments
in 2024 which included £325m gross
proceeds and £(100)m in associated tax
payments, primarily related to ChapStick.
Liquidity
At 31 December 2025, the Group had
total liquidity of £3,053m comprising
£1,750m of bank facilities and £1,324m of
cash and cash equivalents, less £21m of
bank overdrafts. The Group has undrawn
credit facilities of £1,750m (2024:
$1,300m and £900m) with a maturity
date of August 2028. As at 31 December
2025, no amounts were drawn under
these facilities (2024: £nil).
The Group uses short-term financing to
manage working capital requirements and
has access to a $10,000m US commercial
paper programme and a £2,000m Euro
commercial paper programme. There was
no commercial paper outstanding as of
31 December 2025 (2024: £nil).
Management believes that the Group
has sufficient working capital for present
requirements and to minimise liquidity
risk, the Group has policies to limit the
amount of debt maturing in any year.
In addition, policies require the Group
to always maintain a minimum available
liquidity, including undrawn revolving
credit facilities and available cash,
less commercial paper issued.
Interest rate risk
The Group’s strategic priorities are to
minimise interest costs and minimise
income statement volatility arising from
interest rates.
The Group has a policy to limit the
amount of floating rate debt it holds to
manage the amount of income statement
volatility. The Group regularly assesses
its interest rate profile in light of changes
to market interest rates.
At 31 December 2025, 67% of net debt
was fixed with the balance being
exposed to floating rates.
Foreign exchange translation risk
The Group’s policy is to manage Group
net debt such that the currency mix of
debt broadly aligns with the currency
mix of earnings, considering relative
interest costs and practical implications.
The currency mix of debt includes the
impact of foreign exchange and cross-
currency swaps.
USD
EUR
GBP
Currency mix of net debt*
(including swaps)
Deleveraging through a combination of
net debt reduction and adjusted EBITDA growth
Bond debt maturity profile (£bn)
2
1.
Definitions and calculations of non-IFRS measures can be found from page 205.
2.
Principal value of bond debt as at 31 December 2025.
Currency mix of total borrowings
(as issued)
0
7907
2025
2024
Net debt
1
(£m)
0
2838
2025
2024
Adjusted EBITDA
1
(£m)
0.0
2.8
2025
2024
Net debt/adjusted EBITDA
1
7,907
7,263
2,805
2,838
2.8x
2.6x
2052
2038
2037
2036
2035
2034
2033
2032
2031
2030
2029
2028
2027
2026
0.7
1.5
1.5
0.3
0.7
0.7
0.3
0.7
0.4
0.7
0.7
61% USD
27% EUR
18% CNY
7% CAD
*
Does not sum to 100% as it excludes 13%
of net assets in GBP and other currencies
52% USD
31% EUR
12% GBP
4% CNY
1% Other
49
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
defines the essential elements of the
Group’s approach to risk management
and compliance programmes, ensuring
risks associated with conducting
business activities are effectively
controlled, in line with the Board’s risk
appetite and compliance with regulatory
requirements. The framework is aligned
to the three lines model which assigns
roles and responsibilities for the
management of risks within Haleon.
Risk management framework
At Haleon, management of risk is firmly
embedded in our strategy to achieve our
long-term goals. We have a diverse range
of risks and have appropriate processes
and tools to identify risks before they
materialise. The framework is embedded
within the strategy and planning cycle,
which ensures accountability for the
identification, assessment, mitigation and
monitoring of risks aligned with our
strategic objectives. The framework
supports information flow and open
communication between the Board, the
Audit & Risk Committee (ARC), the
Executive Team, our functions, business
units, markets and sites. Our framework
Our approach
to risk
We understand the challenges and uncertainties we
face and take a proactive approach to risk management
to maximise opportunities, drive informed commercial
decision making, and protect our people and assets.
Risk management at Haleon
Top down
— Board/Board
Committees
— Executive Team Risk
Forum
— Annual enterprise
risk assessment
Bottom up
— Expert risk and
control functions
— Business unit and
function ongoing
risk/control strategy
review
— Business unit and
function annual risk
assessment
Internal inputs
— Internal data and
insights
— Strategic objectives
— Internal audit
outcomes
External inputs
— UK Corporate
Governance Code,
laws and regulations
— External partners
— External audit
outcomes
Assessment of
residual risk and
prioritisation
Risk
identiﬁcation
Management
action and
reporting
Control
strategy
50
Haleon
Annual Report and Form 20-F 2025
Board
Accountable for risk management and defining Haleon’s risk appetite towards achieving its strategic objectives
Executive Team Risk Forum
Provides leadership oversight by reviewing top risks. Approves risk mitigation strategies and ensures effective risk management practices.
Sets relevant risk management governance standards and policies
Internal Audit
Provides independent
and objective assurance
over the adequacy and
effectiveness of risk
management, controls
and governance
processes
Remuneration Committee
Sets the structure for the
Company’s Remuneration Policy,
reviews workforce remuneration
and aligns incentives and
rewards
Nominations & Governance
Committee
Leads the process for
appointments to the Board and
ensures corporate governance
standards are maintained
Environmental & Social
Sustainability Committee
Provides oversight and
governance over progress with
the ESG agenda and external
regulatory requirements
ARC
Provides oversight and effective
governance over processes and
systems for risk management,
controls and reporting
Risk management governance
Expert risk and control functions
Provides subject matter expertise to the business, defines policy and
control standards and challenges the management of risks
Enterprise Risk Management
Owns, designs and maintains the risk management framework. Provides
expertise, support, challenge and monitors risk-related matters.
Enhances the level of risk awareness of all employees through
education workshops and training
Business units and functions
Establishes and maintains appropriate structures and processes of risk management and related control strategy. Owns business
unit/functional risks, applies the risk management framework and ensures compliance with legal, regulatory and ethical expectations
Bottom-up
Top-down
First Line – ownership and operation of processes
Third Line – independent assurance
Leadership – accountability to stakeholders for organisational oversight
Second Line – risk management expertise and control framework design
51
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our approach to risk
continued
These governance forums provide the
Risk Forum with a bottom-up view of
risks and issues along with oversight of
how the key risks are being managed.
Open communication and adequate
reporting remain essential to ensure
Haleon’s leaders maintain a sound risk
culture and are kept informed, to allow
for swift decisions and meaningful
actions. An annual management
confirmation review across each business
unit and function ensures key risks are
well managed and that corrective and
preventative actions are in place to
address any significant gaps.
Assessing risk
We continuously assess and evaluate
the risks posed by the changing
environments in which we operate to
ensure an appropriate, measured, and
timely response by considering potential
impacts and most likely scenarios.
The annual enterprise risk assessment
(ERA) for 2025 included a risk survey and
interviews with the Board, Executive
Team and business unit general
managers to identify and evaluate both
current and emerging risks, and to inform
the 2026 internal audit plan. The ERA
outcome also reflects whether we think
the impact and likelihood associated
with each of our enterprise risks are
increasing, unchanged or decreasing.
The top-down process is complemented
by horizon scanning to identify external
trends. Inputs from risk review meetings
at all levels of the organisation help
us identify opportunities and/or
emerging risks.
The Board has ultimate accountability
for managing the Group’s risks and
setting our risk appetite in line with our
strategic objectives. The Board ensures
appropriate oversight through various
mechanisms, including strategy meetings,
management reports and reviews of
selected risk areas.
To assist the Board in discharging its
responsibilities, the ARC is responsible
for reviewing and assessing the
effectiveness of the Group’s risk
management and internal control
systems, covering the Group’s enterprise
risks, financial and operational controls
and procedures.
The Executive Team is joined by the
Head of Audit and Risk and Head of
Enterprise Risk Management to form the
Executive Team Risk Forum (Risk Forum).
The Risk Forum met six times in 2025 to
ensure that risks were adequately
managed, and the risk management
framework was effectively deployed
throughout the Group. The Risk Forum:
discusses enterprise and emerging risks;
business unit risks; reviews industry
trends; regulatory developments;
high-profile incidents and critical audit
findings. Each enterprise risk is owned by
a member of the Executive Team, who is
accountable for designing and
implementing risk mitigation strategies
and regularly reporting risk updates to
the ARC and Risk Forum. At a functional,
business unit, market and site level,
regular risk review meetings ensure a
more granular review of risk and
operationalisation of strategic priorities.
The ERA results have been shared with
the ARC and the Board to confirm the
principal risks and agree on the Group’s
risk management priorities for 2026.
Where the level of risk taken is likely to
exceed or has exceeded desired levels in
the period, management action is taken
to further reduce the risk.
Our principal risks
Our principal risks are a subset of our
enterprise risks and are deemed by the
Board to be the most significant risks
faced by the Group, including those that
can materially impact our performance
and/or reputation and could threaten our
long-term business model or liquidity.
Our principal risks remain unchanged
from the previous year, are not listed in
any particular order and do not comprise
an exhaustive list of risks associated with
the business. While a robust assessment
of these risks has been undertaken,
additional risks not known to the Board
or assessed to be less significant may
also materialise and result in an adverse
effect on the business. Haleon also faces
other enterprise risks that we manage as
part of our integrated risk management
framework including: health and safety;
product quality; product user safety;
financial; legal and compliance; and
enterprise transformation.
We continuously assess and evaluate
the risks posed by the changing
environments in which we operate
to ensure an appropriate, measured,
and timely response by considering
potential impacts and most
likely scenarios.
52
Haleon
Annual Report and Form 20-F 2025
Principal risk and link to strategy
Description and risk development
Mitigation
1
2
3
4
Growth model
Our success depends on our ability
to identify and explore business
opportunities to deliver organic
growth.
Oversight forum
Board
Risk owner
Chief Growth Officer
Risk category
Strategic
Failure to meet our medium-term organic growth guidance due to inadequate strategic
planning, lack of innovation, and poor execution could result in erosion of shareholder
value and damage to our reputation.
The growth potential across the consumer health sector remains high, but this also
means that the sector continues to attract new global and local competitors,
intensifying competition and putting pressure on pricing, margins and market share.
Our continued growth is dependent on our ability to successfully deliver an activity
plan (innovation and marketing/activation activities) that is responsive to changing
consumer preferences. Strengthening our innovation capability continues to be a
priority, particularly as we seek to expand our reach to lower-middle income consumers.
The customer and channel environment is becoming more complex with increasing
pressure on traditional channels, growing influence of international buying groups
and disruptive digital platforms all heightening our commercial execution risk.
See also our
business model
on
page 4.
We are actively implementing our Win as One strategy, achieving our growth objectives
by increasing household penetration and capitalising on new and emerging
opportunities.
Our global and local teams drive growth across our portfolio, leveraging scale and
consumer-centric innovation. We are expanding our consumer base reaching more
lower-middle income consumers.
Business units and functions conduct robust strategic and financial planning
throughout the year, complemented with the identification of inorganic growth
opportunities.
We maintain an integrated forecast and demand planning process, ensuring discipline
in pricing drivers and efficient commercial execution. Win as One strategic objectives
are tracked and our company performance is benchmarked against competitors.
We have a clear value proposition across all sales channels, while actively pursuing
opportunities to enhance route to market, increase profitability, grow market share,
and expand our digital capabilities.
Principal risk and link to strategy
Description and risk development
Mitigation
3
4
People and organisation
Talent attraction and retention is
pivotal to the success of Haleon,
as is the effectiveness of our
operating structures.
Oversight forum
Remuneration Committee
Risk owner
Chief Human Resources Officer
Risk category
People
Failure to build a fit for the future organisation due to inadequate people, processes
and systems, may impact our ability to embed cultural change and achieve our
strategic objectives as a desired employer in a highly competitive market.
Strengthening our people operating model continues to be a priority as we focus on
delivering our Win as One strategy and unlocking headroom for growth.
This includes attracting, developing and retaining a diverse range of highly skilled
individuals and defining the future ways of working we need to achieve our
ambitions.
See also our
culture and people
section from
page 35.
We have a clear employer value proposition reflecting our strong corporate brand and
reputation. Our culture transformation is helping drive the change required to embed a
purpose-led consumer and performance culture.
We have strengthened the talent agenda through a range of initiatives focused on
deepening our reputation as an employer of choice. Talent identification and succession
planning exercises are undertaken for critical senior management positions. We actively
strengthen our pipeline through leadership development initiatives, optimising both
talent management and leadership continuity.
Our annual Haleon employee engagement survey consistently shows high-level
participation rates (89%) and provides us with valuable insights. Improvement areas
and corresponding action plans are closely monitored by senior leadership.
Learning and development programmes are in place, to ensure our people realise their
full potential.
We remain focused on building an inclusive workplace. Our Inclusion & Belonging (I&B)
strategy, overseen by our Global I&B council, helps to ensure all employees have equal
opportunities for growth and development.
Strategy key
1
Health in more hands
2
Superior brands
3
Wired for excellence
4
Full potential people
Trend key
Increasing risk
Decreasing risk
Unchanged
New risk
53
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our approach to risk
continued
Principal risk and link to strategy
Description and risk development
Mitigation
1
2
3
Trusted ingredients
Haleon’s brands must reflect
trusted science and ingredients
to consumers.
Oversight forum
Audit & Risk Committee
Risk owner
Chief R&D Officer
Risk category
Operational
Loss of customer confidence due to not pursuing best-in-class science or not
effectively monitoring and responding to emerging ingredient data, regulatory
changes and shifts in consumer perception, could negatively impact our brands
and our reputation.
We operate in a dynamic environment where the safety, efficacy, purity and
potential environmental impact of our ingredients are subject to evolving scientific,
regulatory and consumer scrutiny. Challenges to our ingredients may also arise from
unforeseen external factors, including political, economic or populist influences
that lack scientific foundation.
Monitoring our ingredient-related risks and taking proactive measures to address
emerging ingredient regulations and industry trends remains a key focus.
Haleon may incur liabilities or be forced to recall products as a result of real or
perceived product quality or other product-related issues, see page 184.
More information is available at
www.haleon.com/our-impact/environment
Our approach and success as a global consumer health company is underpinned by our
understanding of the evolving science of ingredients and in-depth insight into consumer
needs and preferences.
Ingredient-related risks are managed through our Trusted Ingredients Framework,
enabling us to collect intelligence from multiple external sources to inform our proactive
approach and response to ingredient risks anywhere in the world.
Cross-functional teams across Haleon conduct continuous monitoring of ingredient and
materials data (including science literature and health authority guidance) to facilitate
the early detection of emerging ingredient risks. When new risks are identified, actions
required to proactively manage and mitigate the risk are assessed, which could include
the assignment of a dedicated multidisciplinary taskforce.
We operate robust controls to systematically assess all ingredients used in our products.
Prior to introducing a new ingredient into our portfolio, we undertake an independent
evidence-based review to ensure its safety and suitability for our consumers.
We participate in a range of external partnerships and industry collaborations,
helping us to gain insights and improve the environment we operate in for the benefit
of consumers.
Principal risk and link to strategy
Description and risk development
Mitigation
1
2
3
4
Supply chain resilience
Continued challenges to our supply
chain capacity test our resilience
to ensure we meet increasing
customer demand.
Oversight forum
Board
Risk owner
Chief Supply Chain Officer
Risk category
Operational
Disruption or constraints in our global sourcing and supply network due to internal
and external factors or insufficient capacity, leading to the inability to meet
consumer demand and desired service levels.
We operate a complex global supply chain that is susceptible to a variety of internal
risks including product quality, the health and safety of our people and labour
shortages. External threats include geopolitical instability, extreme weather events
and cyber-security incidents.
In addition, indirect factors such as energy and commodity volatility can
significantly disrupt our operations. Building resilience into our supply chain is
critical so we can continue to operate in the event of these risks materialising.
To support the achievement of our Win as One ambitions, we continue to
optimise our global supply capacity and align our supply capabilities with future
consumer demand.
We remain committed to strengthening resilience through proactive risk management,
ongoing capacity optimisation, and rigorous oversight of external partners.
To safeguard our supply chain, we have implemented a holistic range of programmes
designed to proactively manage risk and improve resilience.
Targeted investments across the network, combined with simplification of the portfolio,
are improving our operational efficiency and productivity. Transformation of our
Integrated Business Planning (IBP) processes enables us to better respond to growing
consumer demand for our products.
We continue to de-risk supply of critical materials through our dual sourcing roadmap,
increasing upstream supply chain resilience and our responsiveness to evolving portfolio
needs and market conditions.
Supply chain operations are managed through an extensive governance and control
framework, ensuring we adhere to local regulations and safety standards. Oversight and
continuous monitoring of key metrics is provided by senior management.
Crisis management and business continuity processes are in place, supporting effective
incident response and restoration of supply. Plans are regularly reviewed and tested.
Strategy key
1
Health in more hands
2
Superior brands
3
Wired for excellence
4
Full potential people
Trend key
Increasing risk
Decreasing risk
Unchanged
New risk
54
Haleon
Annual Report and Form 20-F 2025
Principal risk and link to strategy
Description and risk development
Mitigation
2
3
4
Environmental, social and
governance
Sustainability and climate-related
risks are integrated into our business
and investment decisions.
Oversight forum
Environmental & Social Sustainability
Committee
Risk owner
Chief Corporate Affairs Officer
Risk category
Operational
Robust ESG performance is important to Haleon and to our investors, customers,
consumers and employees. Failure to address ESG risks could damage our reputation,
leading to potential financial losses.
Evolving sustainability-related regulation and ongoing scrutiny from our stakeholders
reinforce the importance of maintaining robust social and environmental goals,
policies, performance, reporting and disclosure.
The delivery of our social and environmental goals is influenced by the environment
in which we operate. Important dependencies include: the transition to renewable
energy; and the availability of more sustainable raw and packaging materials.
Our business is exposed to environmental risks in the medium to long term, related
to climate change and our impacts and dependencies on nature, including water and
healthy soils. The unpredictable nature of these risks presents additional challenges
in our own operations and across our value chain. Reduced intergovernmental
commitment and cooperation to address climate change, nature and biodiversity loss,
intensifies these risks.
Our business is also exposed to some supply chains with inherent human rights and
deforestation risks including the palm oil supply chain.
See also our
approach to health inclusivity and sustainability
from page 15,
including our
TCFD and TNFD disclosure
from page 19.
Our ESG goals, policies and performance underpin our strategy and purpose.
Our goals and policies cover our material impacts, risks and opportunities, including but
not limited to: health inclusivity; human rights; carbon emissions; plastics and packaging;
sustainable sourcing; water; waste circularity; product quality; business ethics and
health and safety. Our goals and policies are established through detailed analyses,
benchmarking, and materiality assessments to ensure they are ambitious, relevant,
and attainable. Oversight is provided by our ESS Committee.
We continue to strengthen our data, processes and controls for sustainability reporting
and receive limited independent assurance over select KPIs. To ensure readiness for
evolving reporting and regulatory requirements, we track developments at a global,
regional and local level.
We update our climate risk scenario analysis regularly and review and mitigate relevant
risks related to climate and nature through actions plans as reported in our TCFD and
TNFD disclosures.
We have implemented a human rights due diligence process across our supply chain,
with a focus on highest risk suppliers and compliance with human rights standards.
Through our environmental goals and our actions to manage natural resources
responsibly, we track and manage our impacts on nature.
Principal risk and link to strategy
Description and risk development
Mitigation
3
Cyber security
Haleon’s operations depend on
robust and secure IT systems and
information management.
Oversight forum
Audit & Risk Committee, Board
Risk owner
Chief Digital and Technology Officer
Risk category
Operational
Cyber attack resulting in data theft or modification, major disruption to Haleon’s
systems, or our supplier and partner systems, could materially impact operations,
customers and consumers, harm our reputation and lead to significant financial
losses.
Cyber security threats continue to grow in number, velocity and sophistication.
The risk is heightened by the increasing use of cyber attacks by organised crime,
intensifying geopolitical conflicts, growing adoption of AI, and our growing
public profile.
In addition, cyber regulation is becoming more stringent and localised, with
individual countries, regions or markets requiring compliance to their standards.
As our activities rely on digital services, these threats have the potential to
significantly disrupt our global business, ultimately impacting our results or causing
harm to individuals.
We continuously improve the maturity of our cyber defences and technology control
framework, optimising the usage of tools, simplifying workflows and building capability.
Our focus remains on ensuring regulatory compliance across all our markets and
businesses. From this solid foundation we are able to focus on risks to Haleon, including
those faced by our manufacturing sites and supply chain.
Leading external organisations are engaged to optimise our cyber defences, improve the
maturity of our operating practices and drive increased resilience for our business.
This includes regular assurance of our cyber maturity and independent security and
penetration testing.
We continue to mature and expand the scope of key cyber security functions from
technology to people, which provides the foundation to protect against cyber security
threats to secure Haleon’s environment.
Strategy key
1
Health in more hands
2
Superior brands
3
Wired for excellence
4
Full potential people
Trend key
Increasing risk
Decreasing risk
Unchanged
New risk
55
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Our approach to risk
continued
Principal risk and link to strategy
Description and risk development
Mitigation
1
2
3
4
Geopolitical instability
Changes in the geopolitical
landscape are continuously
monitored.
Oversight forum
Board
Risk owner
Chief Corporate Affairs Officer
Risk category
Strategic
Failure to monitor and respond to increasing geopolitical tensions and
macroeconomic uncertainty may impair our ability to deliver our growth ambition
and strategic objectives, leading to commercial, financial and reputational losses,
challenging the exchange of products and services, and restricting the movement
of talent.
International cooperation remains under pressure with rising protectionism,
increased sanctions, reduced consensus on supranational guidelines and an
escalation in global tariffs in response to US trade policy. Macroeconomic
downturns across a number of markets are affecting investor sentiment and
consumer confidence. Social activism and misinformation are becoming more
frequent and present a risk to the integrity of our brands and corporate reputation.
The complex political relationship between the US and China, our two largest
markets, presents additional risk of trade disruptions, cash flow constraints and
reduced certainties on the opportunities for strategic growth.
Conflicts around the world continue to threaten our supply chain and market access,
including Russia and Ukraine, escalation in the Middle East and tensions across Asia.
We proactively monitor the geopolitical and macroeconomic environment to assess the
impact of emerging trends and events.
Scenario analysis is applied to our planning processes to evaluate potential impacts on
our business model and operations.
Our trade compliance and sanctions teams closely track relevant regulatory changes and
oversee import and export activities, while our Treasury function manages foreign
exchange risk exposure.
Country risk assessments are performed ahead of any capital investment. Crisis
management and business continuity planning is performed for all key markets and sites,
strengthening internal resilience and the resilience of our extended supply chain.
We are increasingly concerned about the persistent and widening conflicts around the
world and remain deeply committed to advancing everyday health with humanity, whilst
maintaining the safety, security and wellbeing of our employees. We continue to ensure
access to our essential health products and provide humanitarian support, especially in
areas affected by crisis and conflict.
Strategy key
1
Health in more hands
2
Superior brands
3
Wired for excellence
4
Full potential people
Trend key
Increasing risk
Decreasing risk
Unchanged
New risk
56
Haleon
Annual Report and Form 20-F 2025
Emerging risks
Emerging risks are uncertainties or potential disruptors that have not yet crystallised into specific risks and whose potential impact is difficult to predict. They are reviewed by the Board alongside
our enterprise risks. Key emerging risks identified in 2025 include the rapid development of AI and disruptive technology, increasing competition from local players, and potential escalation of tariffs
and trade wars.
Emerging risk
How could it impact us?
How are we responding
AI and disruptive technology
The rapid advancement of AI and other disruptive technologies, including new
digital and social commerce platforms, is transforming the environment in which we
operate, presenting both risks and opportunities for Haleon.
Our Responsible AI Policy and Principles provide guidance on the development and
adoption of AI across the business. These outline our enterprise-wide governance
framework and the controls, technology and cultural requirements necessary to mitigate
key risks.
Across the organisation we are building our digital capability in response to new
disruptive technology. Through our Haleon Digital Strategy (HDS) we are transforming
how we operate, deliver value to our consumers and remain competitive in the evolving
digital marketplace.
Increasing competition from local
players
Increasing competition from local players and private label manufacturers could
erode our strong market position, impact the relevance of our brands and intensify
price competition.
Our local and global teams partner to deliver consumer-centric innovation, underpinned
by a deep understanding of our local consumers, to ensure that our products offer a
compelling and differentiated value proposition.
Strengthening our in-market agility and commercial execution, combined with continued
investments across marketing and digital engagement, helps ensure our brands stay
relevant and accessible to consumers.
Escalation of tariff and trade wars
Further expansion of global tariffs and protectionism in 2026, including measures
targeting the sector and export controls, could disrupt our global supply chain,
increase costs and put additional pressure on consumer discretionary spending.
We have established a cross-functional tariff working group to analyse and quantify
different scenarios on our business and strategies to reduce our overall exposure.
We continue to engage and collaborate with trade and government bodies and
regulatory authorities to safeguard our commercial interests and support sustainable
growth in a complex global trade environment.
See also our
culture and people
,
approach to health inclusivity and sustainability (including our TCFD and TNFD disclosure)
,
Audit & Risk Committee Report
and
risk factors
sections on pages 35, 15, 70 and 181.
57
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Viability
statement
Stress testing was performed on a
number of scenarios, including the
potential impact of severe but plausible
scenarios over the viability period for
each potential combination of principal
risks identified below. In total, four
individual scenarios have been created
incorporating a combination of principal
risks. None of the scenarios modelled
were found to have an impact on the
long-term viability of the Group over
the assessment period. In addition, the
Group would be able to withstand the
impact of the most severe combination
of these risks with mitigating actions
available. These mitigating actions could
be reasonably implemented by the
Group and include reducing A&P spend,
reducing capital spend, pausing M&A
activity and cancelling shareholder
dividends.
Based on the assessment described
above, and considering the Group’s
current financial position, debt maturity
profile, stable cash generation, access
to liquidity, geographic diversification
and lack of concentration of supply, the
Directors have a reasonable expectation
that the Group is well positioned to
manage principal risks and the potential
downside impacts of such risks
materialising. As a result, the Directors
expect that the Company will be able
to continue in operation and meet its
liabilities as they fall due over the
assessment period.
In accordance with provision 31 of the
2024 UK Corporate Governance Code,
the Directors have assessed the viability
of the Group by considering the activities
and principal risks together with factors
likely to affect the Group’s future
development, performance, financial
position, cash flows, liquidity position
and borrowing facilities as described
in the Annual Report.
The Director’s assessment of viability has
been made over a three-year period,
which corresponds to the Group’s
planning cycle. Additionally, the Directors
believe this presents the readers of the
Annual Report with a reasonable degree
of confidence over the period assessed.
The assessment considered the Group’s
prospects related to revenue, operating
profit and free cash flow. The Directors
considered the maturity dates for the
Group’s debt obligations and its access
to public and private debt markets,
including its committed credit facilities.
The Directors also carried out a robust
review and analysis of the principal risks
facing the Group, including those risks
that could materially and adversely
affect the Group’s business model, future
performance, solvency and liquidity.
Scenario modelled
Key assumptions
Link to principal risks
Scenario 1:
A climate event
results in a major manufacturing
site shutdown for 18 months,
causing disruption to the supply
chain increasing commodity,
freight and labour costs.
—
Decrease in net revenue and gross profit as a result
of a loss of product sales.
—
Increase in commodity, freight and labour costs of
other manufacturing sites.
—
Supply chain resilience.
—
Trusted ingredients.
—
Environmental, social
and governance.
Scenario 2:
Group-wide cyber
event which results in the loss
of the IT network causing
disruption to manufacturing,
distribution and sales. Recovery
from the incident takes 4 weeks.
—
Decrease in net revenue and gross profit as a result
of a loss of product sales.
—
Cost of recovery and additional checks to ensure
formulations have not been corrupted.
—
Cyber security.
Scenario 3:
Slower economic
growth and competitor activity
(preventing sales price increases
or volume growth) combined
with inability to access capital
markets, inflationary pressure,
foreign currency volatility,
interest risks, and geopolitical
risks.
—
No price increases and forecasted growth, with a
corresponding impact on cost of goods sold due to
lower volumes.
—
Unable to access the commercial paper market or
to refinance existing commercial paper balances at
a reasonable cost.
—
Double interest costs on the portion of bond debt
subject to floating rates (i.e. including the impact
of derivatives).
—
Depreciation of major local currencies where the
Group generates its profits by 5% against Pound
Sterling.
—
No revenue and operating profit generated from
countries involved in armed conflict across the
plan period.
—
Growth model.
—
Geopolitical instability.
Scenario 4:
A significant incident
that leads to a product recall
and reputational damage for a
key brand resulting in the loss
of substantial sale of products
from this brand for six months.
—
75% decrease in sales and operating profit for a
Power Brand for six months.
—
Significant legal fine (5% of Group turnover).
—
Write off all inventories relating to the product of
the above Power Brand.
—
Additional investment in A&P to rebuild the brand.
—
Growth model.
—
Supply chain resilience.
—
Trusted ingredients.
58
Haleon
Annual Report and Form 20-F 2025
Statement
of
compliance
Section 172 statement
Details relevant to how the Directors have had regard to the matters set out in Section 172(1)(a) to (f)
of the Companies Act 2006 can be found across the Report, including, but not limited to, the Chair’s
statement and CEO’s review on pages 3 and 5, our culture and people from page 35, and our approach
to health inclusivity and sustainability from page 15. The Section 172 statement is provided on page 31.
Non-financial and sustainability information statement
Non-financial and sustainability information, including a description of policies, due diligence processes,
outcomes and risks and opportunities can be found as set out below. Internal verification and disclosure
controls apply to all the information covered in these areas. Our climate and nature-related financial
disclosures are contained in the TCFD and TNFD disclosures from page 19 and, for item (h), also on
pages 41, 177 and 178.
Further information about our
Health Inclusivity and Sustainability assurance activities
can be found at
www.haleon.com
/our-impact/esg-reporting-hub
A description of the business model
Our business model
4
Environmental matters
Our approach to health inclusivity and sustainability
15
Climate and nature-related financial disclosures
19
Our key performance indicators
40
Our approach to risk
50
Environmental & Social Sustainability
Committee Report
74
Note 1 General information: Impact of
climate change
129
Note 12 Property, plant and equipment:
Impact of climate change
137
Streamlined Energy and Carbon Reporting
177
Employee matters
Stakeholder engagement
32
Our culture and people
35
Our key performance indicators
40
Our approach to risk
50
Section 172 statement
31
Workforce engagement
69
Directors’ Remuneration Report
78
Miscellaneous Reporting Requirements
176
Our key policies and positioning statements, including our Code of Conduct can be
found on Haleon’s website:
Environment
www.haleon.com
/our-impact/environment
www.haleon.com
/who-we-are/Governance/codes-policies-
and-standards
www.haleon.com
/who-we-are/our-policy-positions
www.haleon.com
/our-impact/esg-reporting-hub
Employees
www.haleon.com
/our-impact/upholding-our-standards
www.haleon.com
/who-we-are/Governance/codes-policies-
and-standards
www.haleon.com
/who-we-are/our-policy-positions
www.haleon.com
/our-impact/gender-pay-gap
www.haleon.com
/our-impact/esg-reporting-hub
Social matters and
business conduct
www.haleon.com
/our-impact/upholding-our-standards
www.haleon.com
/who-we-are/Governance/codes-policies-
and-standards
www.haleon.com
/who-we-are/our-policy-positions
www.haleon.com
/our-impact/esg-reporting-hub
Human rights and
modern slavery
statements
www.haleon.com
/our-impact/upholding-our-standards
www.haleon.com
/who-we-are/Governance/codes-policies-
and-standards
www.haleon.com
/our-impact/esg-reporting-hub
www.haleon.com
/our-impact/human-rights
Anti-corruption
and anti-bribery
www.haleon.com
/who-we-are/Governance/codes-policies-
and-standards
The Strategic Report on pages 1 to 59 was approved by the Board on 13 March 2026.
Amanda Mellor
Company Secretary
Social matters
Our approach to health inclusivity and sustainability
15
Environmental & Social Sustainability
Committee Report
74
Human rights
Our culture and people
35
Anti-corruption and anti-bribery
Our culture and people
35
Audit & Risk Committee Report
70
Policy, due diligence and outcomes
Our approach to risk
50
Viability statement
58
Audit & Risk Committee Report
70
Non-financial key performance indicators
Our key performance indicators
40
59
Haleon
Annual Report and Form 20-F 2025
Strategic
Report
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Skills and experience
1
(excluding Executive Directors)
This table shows the number of Directors
with each relevant skill/experience.
Our Board of Directors
Chair and Executive Directors
Independent Non-Executive Directors
Strong,
experienced
leadership
Brian McNamara
Chief Executive Officer
Appointed: 23 May 2022
Skills and experience:
Drawing on extensive experience
in consumer healthcare, product supply, and brand
marketing, Brian has held senior leadership roles
within several major global organisations. His deep
understanding of the sector, combined with a proven
ability to drive growth across large and complex regions,
provides him with the strategic insight and leadership
capabilities needed to effectively guide and inspire
the Group.
Other significant appointments:
The Consumer Goods
Forum (Board Member), Mondelēz International, Inc.
(Non-Executive Director).
Previous roles:
GSK plc (CEO of the Consumer
Healthcare Business), Novartis AG (OTC Division Head
and a member of the Executive Committee), Procter &
Gamble (Product Supply and Marketing).
Dawn Allen
Chief Financial Officer
Appointed: 1 November 2024
Skills and experience:
Dawn brings a broad and deep
range of financial leadership experience within the
consumer goods sector, developed through senior roles
across global organisations. Her strong commercial
insight and international perspective are highly valuable
to the Board, contributing to strategic decision-making
and governance. She is a member of the Institute of
Chartered Accountants of England and Wales.
Other significant appointments:
ITV plc (Non-
Executive Director and Chair of the Audit & Risk
Committee as at 5 March).
Previous roles:
Tate & Lyle (Chief Financial Officer),
Mars Inc. (various country, region, divisional VP CEO
roles, most recent being VP and Global CFO Mars
Transformation), Tasty Bite Eatables (Non-Executive
Director), Ernst & Young (Senior Auditor).
Manvinder Singh (Vindi) Banga
Chair
N
Appointed: 18 July 2022
Appointed Chair: 1 January 2026
Skills and experience:
With over 30 years of leadership
experience, primarily within the global consumer goods
industry, Vindi has held a range of senior executive roles.
His expertise is further enriched by a portfolio of Chair
and non-executive directorships across various sectors,
in public and private capital markets, providing him with
a broad and balanced perspective on governance and
cross-industry dynamics, enabling him to provide the
Board with valuable leadership. Prior to being appointed
Chair of Haleon, Vindi held the role of Senior
Independent Director.
Other significant appointments:
CD&R LLP (Partner),
UK Government Investments (Chair), Imperial College
London (Chair of the Council), The Economist Group
(Non-Executive Director).
Previous roles:
GSK plc (Senior Independent Director),
Marks & Spencer plc (Senior Independent Director),
Unilever plc (various roles, most recent being President
of the Global Foods, Home and Personal Care business),
Confederation of British Industry (CBI) (Non-Executive
Director), Thomson Reuters Corp (Non-Executive Director).
Committee membership:
Committee Chair
A
Audit & Risk
E
Environmental & Social Sustainability
N
Nominations & Governance
R
Remuneration
Alan Stewart
Senior Independent Non-Executive Director (SID)
E
A
N
R
Appointed: 1 September 2024
Appointed SID: 1 January 2026
Skills and experience:
Alan offers extensive expertise in
corporate finance, accounting, and international business,
gained across a broad spectrum of consumer-focused
industries. His career includes extensive experience
serving on boards and in senior roles within listed
companies. Alan’s breadth of knowledge and boardroom
experience continues to be a valuable asset to the Board.
Other significant appointments:
Burberry plc
(Non-Executive Director and Audit Committee Chair),
UK & Ireland 2028 Limited (Non-Executive Director
and Audit Committee Chair).
Previous roles:
Diageo plc (Non-Executive Director and
Audit Committee Chair), Reckitt Benckiser Group PLC
(Non-Executive Director and Remuneration Committee
Chair), Games Workshop Group plc (Non-Executive
Director and Audit Committee Chair), Tesco plc
(Chief Financial Officer), Marks & Spencer plc
(Chief Financial Officer).
Nancy Avila
Independent Non-Executive Director
A
Appointed: 1 September 2024
Skills and experience:
Nancy brings considerable
experience in leading large-scale business
transformations through the strategic use of technology.
Her experience includes developing innovative digital
channels to drive growth, modernising operational
frameworks, and addressing regulatory compliance,
cyber security and financial risk. Most of her career
has been spent in senior technology and business
operations roles within several Fortune 100 companies,
giving her a deep understanding of how to align
technological advancement with business strategy.
Previous roles:
McKesson Corporation (Executive Vice
President, Chief Information Officer/Chief Technology
Officer), Johnson Controls Inc. (Vice President and
Chief Information Officer), Abbot Laboratories Inc.
(Vice President, Business and Technology Services),
Analog Devices, Inc. (Chief Information Officer),
Comerica Incorporated (Independent Director).
Marie-Anne Aymerich
Independent Non-Executive Director
E
Appointed: 18 July 2022
Skills and experience:
Marie-Anne contributes deep
experience in leading global brands across multiple
categories in the consumer goods and luxury sectors.
Her expertise lies in shaping premium product portfolios
and driving innovation, particularly within the oral care
industry. Her deep understanding of brand positioning
and consumer engagement across international markets
adds meaningful insight to the Board.
Other significant appointments:
Pierre Fabre Group
(Non-Executive Director), Academy of St Martin in the
Fields (Trustee and member of the Nomination
Committee).
Previous roles:
Unilever plc (Global Executive Vice
President, Oral Care and Managing Director, Home Care
and Personal Care), LVMH Group (Brand General
Director – Parfums Christian Dior).
Healthcare
5
Consumer & Retail
6
Finance
International
8
M&A/transformation
Supply chain
5
Sustainability/responsible business
Technology
3
Employee engagement
2
Digital/innovation
Governance/investor
5
Regulatory
3
4
4
4
6
1.
Data as at the latest practicable date of 5 March 2026.
60
Haleon
Annual Report and Form 20-F 2025
Independent Non-Executive Directors continued
Bláthnaid Bergin
Independent Non-Executive Director
A
Appointed: 24 February 2025
Skills and experience:
A strong background in financial
leadership and strategic planning underpins Bláthnaid’s
career, developed through a range of executive and
non-executive roles across consumer-facing businesses.
As a qualified chartered accountant, Bláthnaid has spent
much of her career working across Europe, Asia, and
Australia, giving her a truly international outlook that
enhances her contribution to the Board.
Other significant appointments:
J Sainsbury plc
(Chief Financial Officer).
Previous roles:
Artemis Alpha Investment Trust
(Non-Executive Director, Chair of the Audit Committee
and Senior Independent Director), Aviva plc (Chief
Finance Operations Officer), RSA (various roles, most
recent being Group Financial Controller), GE (various
roles), Procter & Gamble (Finance Analyst).
Tracy Clarke
Independent Non-Executive Director
E
A
N
R
Appointed: 18 July 2022
Skills and experience:
With over 35 years of experience
in international banking and financial services, Tracy has
held a range of senior leadership roles that have shaped
her extensive expertise. Her broad experience in the
sector is complemented by her work as Chair of
Remuneration Committees for several organisations,
where she has demonstrated a strong ability to guide
complex discussions around remuneration strategy,
policy development, and governance. Her insights
continue to be a valuable asset to the Board.
Other significant appointments:
TP ICAP Group plc
(Non-Executive Director and Remuneration Committee
Chair), Starling Bank Limited (Senior Independent
Director and Remuneration Committee Chair),
Inchcape plc (Non-Executive Director).
Previous roles:
Standard Chartered Bank (various roles,
most recent being Private Bank CEO), Sky plc (Non-
Executive Director, Chair of the Remuneration Committee
and Big Picture Committee), Eaga plc (Non-Executive
Director), Inmarsat plc (Non-Executive Director).
Dame Vivienne Cox
Independent Non-Executive Director
E
A
R
Appointed: 18 July 2022
Skills and experience:
Bringing a wealth of experience
across multiple industries, Vivienne offers deep
expertise in the energy, natural resources, and
publishing sectors. Her career includes senior leadership
roles within large organisations, where she has focused
on areas such as gas, power, renewables, and emerging
alternative energy solutions. In addition to her industry
knowledge, Vivienne offers substantial expertise in
governance and regulatory affairs, which enhances
her ability to contribute meaningfully to Board-level
oversight and strategic decision making.
Other significant appointments:
Victrex plc (Chair and
Nominations Committee Chair).
Previous roles:
GSK plc (Non-Executive Director and
Workforce Engagement Director), BP plc (Executive
Vice President and Chief Executive), BG Group plc
(Non-Executive Director), Rio Tinto plc (Non-Executive
Director), Pearson plc (Senior Independent Director),
Vallourec (Chairman of the Supervisory Board), UK
Government’s Department for International
Development (Lead Independent Director).
Asmita Dubey
Independent Non-Executive Director
Appointed: 18 July 2022
Skills and experience:
Asmita brings over 25 years
of experience in consumer businesses, underpinned
by a strong track record in developing joint business
partnerships, particularly in China. Her extensive
expertise in marketing in the digital age, combined with
deep industry knowledge and international exposure,
enables her to provide strategic insights that are highly
valuable to the Board.
Other significant appointments:
L’Oréal (Chief Digital &
Marketing Officer and member of Executive Committee).
Previous roles:
GSK plc (Digital Advisory Board).
Board composition
1
1 Chair
2 Executive Directors
8
Independent Non-
Executive Directors
4 Men
7 Women
8 White
2 Asian/Asian British
1
Mixed/Multiple Ethnic Groups
5 British
3 American
1 Irish
1 Indian
1 French
Gender
1
Ethnicity
1
Nationality
1
1.
Data as at the latest practicable date of 5 March 2026.
Matthew Shattock
Independent Non-Executive Director
E
Appointed: 1 June 2025
Skills and experience:
Matt joins the Board with
substantial experience in innovation, operational
leadership, and executive management within the
consumer goods and retail sectors. Over the course
of his career, he has led major business integrations,
revitalised brand portfolios, and driven sustained
global growth. He brings valuable industry insight
and leadership perspective to the Board.
Other significant appointments:
The Clorox Company
(Lead Independent Director), VF Corporation
(Non-Executive Director).
Previous roles:
Domino’s Pizza Group plc (Chairman),
Beam Suntory Inc (President, Chairman and CEO).
Company Secretary
Amanda Mellor
Company Secretary
Appointed: 23 May 2022
Skills and experience:
Amanda brings extensive
international experience in board practice, corporate
governance, investor relations and investment banking.
Other appointments:
Volution Group plc (Senior
Independent Director), GC100 (Executive Committee
Member).
The detailed breakdown of
gender and
ethnic representation
as required by the UK
Listing Rules is shown on page 77.
Further details can be found at
www.haleon.
com/who-we-are/leadership
Sir Dave Lewis (Chair) served as a member of the
Board from 23 May 2022 to 31 December 2025.
Corporate
Governance
61
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Our
Executive
Team
Keith Choy
President, Asia Pacific
Appointed: 16 December 2021
Line De Decker
Chief Human Resources Officer
Appointed: 1 August 2024
Claire Dickson
Chief Digital and Technology Officer
Appointed: 4 September 2024
Nathalie Gerschtein
President, North America
Appointed: 1 May 2025
Andrés González
President, Latin America
Appointed: 8 January 2026
Carl Haney
Chief R&D Officer
Appointed: 1 August 2025
Özlem Kaynak
President, Middle East & Africa
Appointed: 8 January 2026
Filippo Lanzi
Chief Growth Officer
Appointed: 16 December 2021
Appointed Chief Growth Officer: 8 January 2026
Kedar Lele
President, India Subcontinent
Appointed: 8 January 2026
Adrian Morris
General Counsel
Appointed: 12 August 2024
Namrata Patel
Chief Supply Chain Officer
Appointed: 6 November 2023
Ed Petter
Chief Corporate Affairs Officer
Appointed: 1 January 2024
Björn Timelin
Chief Transformation Officer
Appointed: 2 October 2023
Appointed Chief Transformation Officer: 8 January
2026
Jonathan Workman
President, Europe
Appointed: 8 January 2026
In addition to Brian McNamara
and Dawn Allen, the Executive
Team comprises:
1.
Data as at the latest practicable date of 5 March 2026.
10 Men
6 Women
13 White
3 Asian/Asian British
6 British
1 Italian
1 Swedish
1 French
1 Chinese
2 American
Gender
1
Ethnicity
1
Nationality
1
1
Dual
(Belgian/
British)
1 Indian
1 Turkish
1
Dual
(Colombian/
Spanish)
The detailed breakdown of
gender and
ethnic representation
as required by the
UK Listing Rules is shown on page 77.
Further details can be found at
www.haleon.
com/who-we-are/leadership
Biographies for each of the Executive Committee
members can be found on our website at
www.haleon.com
Lisa Paley (President, North America) served as a
member of the Executive Team from 16 December 2021
to 1 May 2025.
Franck Riot (Chief R&D Officer) served as a member
of the Executive Team from 16 December 2021 to
31 August 2025.
Tamara Rogers (Chief Marketing Officer) served as a
member of the Executive Team from 16 December 2021
to 8 January 2026.
62
Haleon
Annual Report and Form 20-F 2025
Letter from
the Chair
Vindi Banga
Chair
I was honoured to assume the role
of Chair of the Board of Directors on
1 January 2026. Having served previously
as Senior Independent Director, I have
been able to build on my understanding
of the business, our culture and our
stakeholders as I transitioned into the
role. Over the early months of 2026,
I have met with colleagues, shareholders
and wider stakeholders, ensuring
continuity of leadership and alignment
around our strategic priorities.
On behalf of the Board, I would like to
thank Sir Dave Lewis for his leadership
and stewardship of Haleon since its
pages 65 to 68 and will be put to
shareholders for approval at the AGM
on 29 April 2026.
Governance
2025 represented our first full reporting
year against the UK Corporate
Governance Code 2024, and we are
pleased to report compliance with all
principles and provisions. The Board also
oversaw the update of our Code of
Conduct, reinforcing our commitment
to the highest standards of ethics,
transparency and regulatory compliance.
As a Board we have worked closely
with the Audit & Risk Committee in
preparation for reporting against
Provision 29 of the UK Corporate
Governance Code 2024 in next year’s
Annual Report and continue to embed
strong internal controls across the Group.
Succession planning and board
performance
Board refreshment remained a priority to
ensure the breadth and depth of skills
required for Haleon’s next phase of
growth. In 2025 we welcomed two new
Non Executive Directors – Bláthnaid
Bergin and Matt Shattock whose
financial, consumer and operational
expertise further strengthen the Board.
Alan Stewart was appointed Senior
Independent Director from 1 January
2026 following my transition to Chair.
We also continued to progress actions
following the 2024 external Board
performance evaluation, and succession
planning remains focused on maintaining
the appropriate skillset and high-
performing Board.
Stakeholder engagement
The Board undertook a wide programme
of engagement – including site visits,
global leadership sessions, employee
roundtables and ongoing dialogue
with investors and shareholders.
Regular, meaningful engagement
with stakeholders provides the
Board with important insight into
evolving expectations, enabling more
informed, balanced and accountable
decision making.
We look forward to the 2026 AGM on
29 April 2026, which will again be held
virtually to support broad and inclusive
participation reflecting our global
shareholder base.
Looking ahead
Looking ahead, the Board is fully
committed to supporting Haleon’s
ambition to reach one billion more
consumers by 2030 and to deliver
industry-leading shareholder returns.
Our priorities for 2026 include:
— Driving our growth, productivity and
culture change agenda, including
the implementation of our new
operating model.
— Supporting our value creation
framework through disciplined capital
allocation to deliver our ambition of
generating industry-leading
shareholder returns.
— Building our capabilities in innovation,
marketing, R&D, information, data
analytics and customer excellence
to that of a world-class consumer-
focused business.
— Maintaining strong corporate
governance and upholding robust
ethical standards.
The Board will work closely with Brian
and the leadership team to ensure
Haleon delivers the Win as One strategy.
listing in 2022. His contribution has
positioned Haleon strongly for the next
phase of evolution.
Board focus
During the year the Board concentrated
on the strategic, operational and
governance matters most critical to
Haleon’s long-term success. You can read
more about the Board’s activities on
page 65, key highlights include:
Strategy and Capital Markets Day:
we
oversaw the external launch of the Win
as One strategy, a significant milestone
in articulating our long-term ambitions
and our value creation framework.
Capital allocation and the Pfizer sell
down
: the Board considered the
implications of the March 2025 sell down
and continued to oversee the Group’s
capital allocation framework to support
sustainable returns.
Culture and workforce engagement:
as
part of our commitment to an inclusive,
values-led culture, the Board engaged
directly with colleagues across markets,
supporting the deeper workforce
insights outlined in Vivienne Cox’s report
on page 69.
Board visits and insight sessions:
visits
to our Nyon R&D and manufacturing site
and to the US market provided valuable
exposure to consumer, category and
innovation dynamics. These insights
continue to inform Board discussions
and decision making.
Remuneration Policy 2025
The Board reviewed and approved the
updated Remuneration Policy, ensuring
alignment with strategy, shareholder
expectations and evolving UK
governance standards. The updated
Remuneration Policy is outlined on
It is an honour and a privilege to have
taken on the role of Chair of the Board of
Directors of Haleon, from 1 January 2026.
On behalf of the Board, I would like to
thank Sir Dave Lewis for his leadership and
stewardship since listing. His contribution
has positioned Haleon strongly for the
next phase of its evolution.
Corporate
Governance
63
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Haleon
Annual Report and Form 20-F 2025
Governance
structure
At Haleon, we recognise
that a robust governance
framework is fundamental
to realising our purpose of
delivering better everyday
health with humanity and
executing our strategy
effectively.
Our governance structure is designed
to facilitate clear decision-making,
ensure accountability and provide
comprehensive oversight across the
Group. The Board maintains overall
responsibility for the direction and
control of Haleon, with specific day-to-
day management delegated to the Chief
Executive Officer, who is supported by
the Executive Team. To enhance its
effectiveness, the Board has established
several committees, each operating
under defined terms of reference
available on our website. These
committees work collaboratively to
address key areas of oversight. For
instance, the Audit & Risk Committee
maintains a close relationship with other
committees to ensure a holistic approach
to risk management, disclosures and
internal controls. This interconnected
governance framework enables Haleon
to maintain the agility required in the
dynamic consumer healthcare market
while upholding the highest standards of
corporate governance and stakeholder
accountability.
The Board
The Board’s main role is
to promote the long-term
sustainable success of the
Company, generating value
for shareholders and
contributing to wider society.
It sets the Company’s
purpose, values, strategy
and long-term objectives.
The Board is also responsible
for the Group’s system of
corporate governance, risk
management and financial
performance.
Audit & Risk Committee
Role of the Committee is to oversee the integrity of the financial reporting and audit process, and to oversee the
maintenance of sound internal controls and risk management systems. The Committee monitors the effectiveness of internal
and external audit and reviews concerns about financial fraud and whistleblowing.
See
page 70
Environmental & Social Sustainability Committee
Role of the Committee is to provide oversight and effective governance over progress with the environmental and social
sustainability agenda and the external governance and regulatory requirements relevant to these areas.
See
page 74
Nominations & Governance Committee
Role of the Committee is to lead the process for appointments to the Board and make recommendations to ensure plans
are in place for orderly succession to both the Board and senior management positions, and oversee a succession pipeline.
The Committee also has a role to ensure that the Company is managed to high standards of corporate governance.
See
page 76
Remuneration Committee
Role of the Committee is to set the broad structure for the Company’s Remuneration Policy and to determine the
remuneration of the Chair, the Executive Team and the Company Secretary. The Committee is also responsible for reviewing
workforce remuneration and the alignment of incentives and rewards with the Company’s culture.
See
page 78
The Chief Executive Officer (CEO) is responsible for:
—
Developing Haleon’s strategic direction for consideration by the Board.
—
Implementing the strategy and reporting on progress.
—
Day-to-day management of the Company, communicating expectations in relation to Company
culture and ensuring responsible business conduct across the business.
—
Providing effective leadership, coordination and performance management of the Executive Team.
The Executive Team is responsible for:
—
Supporting the CEO in the delivery of Haleon’s strategy.
—
Providing input into strategic and operational decisions aligned to
business priorities, and supporting on the delivery of actions.
—
Supporting the CEO in implementing decisions made by the Board.
Executive Team Forums
Sustainability & Risk
Finance
Innovation
Digital & Technology
Supply Chain
Human Resources
R&D
Director
Board
Audit & Risk
Committee
Nominations &
Governance
Committee
Remuneration
Committee
Environmental &
Social Sustainability
Committee
Chair and Executive Directors
Sir Dave Lewis
6/6
4/4
Brian McNamara
6/6
Dawn Allen
6/6
Independent Non-Executive Directors
Nancy Avila
6/6
6/6
Marie-Anne Aymerich
6/6
5/5
Vindi Banga
6/6
6/6
4/4
4/5
1
5/5
Bl
á
thnaid Bergin
2
6/6
2/2
Tracy Clarke
6/6
6/6
4/4
5/5
5/5
Dame Vivienne Cox
6/6
6/6
5/5
5/5
Asmita Dubey
6/6
Matthew Shattock
3
4/4
2/2
Alan Stewart
6/6
6/6
4/4
5/5
5/5
Matters reserved for the Board, Committees’ Terms of Reference, along with the Chair, CEO and SID’s role descriptions are
available at
www.haleon.com/who-we-are/Governance/board-and-board-committees
Board and Committee meetings
and attendance during 2025
Board papers are circulated to
all Directors in advance of the
meeting allowing sufficient time
for their consideration. If any
Director is unable to attend a
meeting, they can communicate their
opinions and comments on the
matters to be considered via the
Chair of the Board or the relevant
Committee Chair.
Following the conclusion of each
scheduled Board meeting, the Chair
holds a separate session with the
Non-Executive Directors.
1.
Apologies in advance and comments shared
with the Committee Chair ahead of the
meeting.
2.
Appointed to the Board on 24 February 2025
and appointed to the ARC on 30 July 2025.
3.
Appointed to the Board on 1 June 2025 and
appointed to the ESS on 30 July 2025.
64
Haleon
Annual Report and Form 20-F 2025
Board
activities
Key areas of Board discussion
Item
Activity
Key outcomes/decisions
Group strategy
A
B
C
—
Reviewed the strategic and operational performance of the
business by brand, market categories and regions.
—
Reviewed investment and divestment opportunities.
—
Discussed the global economy, geopolitics and impact on
growth and performance.
—
Considered the global consumer and competitive landscape
and opportunities for innovation.
—
Reviewed a deep dive into innovation, and considered further areas of strategic growth at
the strategy offsite meeting.
—
Expressed its support for the evolution of the operating model.
—
Reviewed updates on the Wired for Excellence Programme.
—
Monitored the completion in Haleon’s acquisition of the remaining 12% shareholding in TSKF.
—
Received a deep dive on Haleon’s inorganic strategic framework, and the proposals for 2026.
—
Received a deep dive on Haleon’s Data & AI Transformation Programme.
—
Reviewed and approved revisions to external guidance.
Financials and
performance
A
F
—
Monitored Haleon’s financial performance and growth against
the 2024 financial plan and external commitments.
—
Considered the approach to capital allocation and returns.
—
Discussed financial performance against the 2025-2027 plan,
future outlook and analyst consensus.
—
Approved a £500m return of capital to shareholders through the share buyback
programme and an additional £150m consideration to fund the Company’s obligations
under its existing employee share plans.
—
Approved the quarterly, half-yearly and full-year results, and the 2024 Annual Report
and Accounts.
—
Approved the 2026-28 corporate plan and 2026 financial plan.
—
Approved the £1.75bn Revolving Credit Facility.
Risk
management
E
—
Discussed the Company’s system of risk management and
internal controls (alongside regular updates from the Audit &
Risk Committee).
—
Assessed the effectiveness of the Company’s risk and control
processes.
—
Reviewed the Company’s principal risks.
—
Approved the 2025 half year and full year Statement on Principal Risks for inclusion in the
2025 Interim Results, Preliminary Statements, and Report and Accounts.
—
Confirmed that the Company’s system of risk and control was operating effectively.
—
Confirmed the number and scope of principal risks remained appropriate.
—
Reviewed the annual update on subsidiary governance.
People, culture
and values
A
B
—
Reviewed the results from the 2025 employee engagement survey.
—
Reviewed proposals to enhance the Group operating model
for delivery of Win as One.
—
Received regular updates from the Board’s Workforce
Engagement Director.
—
Endorsed the 2025 employee engagement focus areas.
—
Considered updates to Haleon’s approach to Diversity, Equity and Inclusion, and approved
recommended updates to the Board Inclusion Policy.
—
Received and approved its support for the evolution of the operating model.
—
Approved updates to the Group Code of Conduct.
Governance
A
E
—
Considered reports from the Chairs of each Board Committee
on key areas of Committee discussion and focus.
—
Reviewed progress made against the 2025 Board performance
action plans.
—
Engaged in the 2025 internal Board performance review.
—
Received and discussed regular updates on key governance
and disclosure matters.
—
Reviewed external board appointments and conflicts of
interest.
Following recommendation from the Nominations & Governance Committee:
—
Approved the appointments of Vindi Banga as Board Chair and Alan Stewart as Senior
Independent Director.
—
Approved the appointments of Matthew Shattock and Bláthnaid Bergin as Independent
Non-Executive Directors.
—
Approved the 2026 Board and Committee action plans following the Board performance
review.
—
Approved changes to various governance policies to enhance alignment with Haleon’s
operating model.
Shareholder
and
engagement
A
E
F
—
Reviewed the preparations for the 2025 AGM and the digital
focus.
—
Considered updates from Investor Relations, including share
price and valuation analysis, market engagement and
ownership analysis, and the views of institutional investors.
—
Approved the Notice of 2025 AGM.
—
Approved the 2024 final dividend of 4.6p, the 2025 interim dividend of 2.2p and the
proposed 2025 final dividend of 4.9p.
—
Noted Pfizer’s sell-down and complete exit as a Haleon shareholder.
—
Reviewed and provided feedback on the materials for Capital Markets Day.
—
The Board took part in ‘Growing at Haleon’ week, focused on employee growth and
development.
Sustainability
C
D
E
—
Considered Haleon’s health inclusivity and sustainability
agenda and progress plan against the responsible business
scorecard measures, including for climate and nature.
—
Reviewed the risks and opportunities, plus areas for further innovation to support delivery.
—
Approved the Responsible Business Report 2024 and 2025 Human Rights Statement.
—
Endorsed the refreshed Health Inclusivity and Sustainability strategic framework.
—
Reviewed the results of our Double Materiality Assessment in preparation for potential
future CSRD reporting.
See also our
key stakeholders
and
culture and people
sections on pages 32–34 and 35–39
Key focus areas during the year
Throughout the year, the Board
maintained strong oversight of the
Company’s strategic direction,
operational performance and
governance responsibilities, whilst
ensuring the interests of stakeholders
were considered in decision making.
From shaping the Company’s long-term
strategy to overseeing critical portfolio
management decisions and capital
allocation, the Board’s engagement
was broad while remaining responsive
to changing external economic and
political dynamics. The table on the right
highlights the Board’s key areas of focus,
summarising significant decisions and
discussions. They also reflect the Board’s
dedication to fostering sustainable
growth, enhancing operational efficiency
and the relevant factors considered
within the context of Section 172(1)(a)
to (f) of the Companies Act 2006
(Section 172). Further detail on the
Board’s Section 172 considerations are
available on page 31.
Relevant Section 172 factors
A
Long term
B
Employees
C
Business relationships
D
Community and environment
E
Business conduct
F
Members of the Company
Corporate
Governance
65
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Innovation
During the year, the Board undertook a comprehensive review
of the Company’s innovation strategy and pipelines across its
key categories, as part of its ongoing commitment to effective
governance and strategic oversight. The Board considered the
progress in strengthening the Company’s innovation,
developing and scaling initiatives, and ensuring alignment with
long-term objectives. Attention was given to the supporting
frameworks and processes to guide innovation activities,
including the introduction of new principles and metrics to
enhance effectiveness and impact.
The Board’s review covered the development of innovation
pipelines in the Company’s six major categories – Oral Health,
Vitamins, Minerals & Supplements (VMS), Pain Relief,
Respiratory Health, Digestive Health, and Therapeutic Skin
Health & Other. Progress was noted in building and scaling
innovation initiatives, with a focus on identifying strengths
and opportunities for improvement. The Board encouraged
disciplined assessment and prioritisation of resources,
ensuring that innovation efforts are directed towards areas
of greatest strategic importance.
Regular oversight was maintained throughout the year,
with the Board monitoring pipeline development and the
implementation of innovation strategies, to ensure that
innovation activities remain consistent with the Company’s
values and ambitions, and that governance standards are
upheld across all categories.
Spotlight
Board activities
continued
Strategic review
During the year, the Board held a
dedicated two-day strategy offsite,
receiving presentations from
management and reviewing the Group’s
strategic plans. The sessions provided
an opportunity for in-depth discussion
on Haleon’s strategic priorities and
long-term ambitions, including growth
acceleration, portfolio evolution,
digital transformation and operational
resilience.
The Board reaffirmed its commitment to
Haleon’s ambition to deliver sustainable
organic sales growth and industry-
leading shareholder returns. It explored
opportunities to strengthen execution
across priority areas such as category
leadership, innovation, digital commerce
and supply chain excellence. The Board
also considered how Haleon’s brands
could expand their reach and relevance,
and discussed the potential for targeted
investments and partnerships to support
growth in key markets.
In addition, the Board reviewed progress
on transformation initiatives, including
digital strategy and technology
programmes, and emphasised the
importance of robust governance
and readiness for upcoming system
migrations. The Board also discussed
the sequencing of major programmes
to ensure alignment with Haleon’s
operating model and capacity to deliver.
The Board will continue to monitor
progress against these priorities and
maintain a forward-looking agenda to
support Haleon’s strategic objectives
and long-term value creation.
Culture
The Board maintained a strong focus on
culture throughout the year, recognising
its importance in supporting Haleon’s
strategy, performance and long-term
ambitions.
The Board monitors culture in several
ways, including via the:
— Annual employee engagement survey
and interim pulse survey.
— Annual Board performance review.
— Board Inclusion Policy.
— Employee listening sessions with the
Workforce Engagement Director.
— Board and Executive Team market
visits.
— Executive Team employee town halls.
The Board received regular reports
on workforce engagement, including
feedback from engagement sessions
with colleagues at all levels and the
results of the annual and pulse
engagement surveys. These insights
enabled the Board to monitor employee
sentiment, collaboration, and areas for
improvement, such as work processes
and digital tools. Our 2025 annual
employee engagement survey provided
valuable insights into our cultural
progress. The results showed the
strongest areas continued to be safety,
consumer understanding, and ethical
business decision-making and conduct.
It was identified that there was still more
work to do to improve our work
processes, collaboration and
career development opportunities.
The Board also oversaw the evolution
of Haleon’s operating model and
organisational structure, recognising
the need for clear accountabilities,
streamlined decision-making, and the
development of global leadership
capabilities. The Board supported
initiatives to reinforce a consumer-centric
mindset, foster collaboration, and build
the skills and capabilities required for
future growth.
In addition, the Board reviewed
progress on inclusion and belonging
(I&B), including the impact of external
developments on I&B policies.
The Board endorsed management’s
approach to maintaining an inclusive
culture and adapting policies as
needed in response to the evolving
external landscape.
Through these activities, the Board
ensured that culture remained central to
Haleon’s purpose and strategy, and that
the organisation is well positioned to
deliver sustainable performance and
long-term value for stakeholders.
Board training, development and
performance
The Board actively supports Haleon’s
culture of continuous development,
with Directors demonstrating this
through their own professional growth.
During 2025, the Board maintained
a comprehensive development
programme, which was regularly
reviewed and updated to reflect both
Company-specific needs and broader
market developments.
Directors participated in training sessions
covering core governance areas and
completion of the updated Code of
Conduct training. Strategic briefings kept
the Board informed of key business
developments, while regular governance
updates covered important regulatory
changes, and evolving requirements in
governance and sustainability reporting.
66
Haleon
Annual Report and Form 20-F 2025
Inorganic strategy
During the year, the Board considered the Company’s approach
to inorganic growth as part of its broader strategic planning.
The Board established guiding principles for evaluating
potential opportunities, ensuring that any future acquisitions
or partnerships would support the Company’s long-term
objectives and complement its existing strengths. Attention
was given to identifying areas where inorganic activity could
help address gaps or accelerate progress in priority markets
and categories. The Board maintained regular oversight of the
process, with a focus on disciplined assessment and alignment
with Haleon’s overall strategy. This approach is designed to
ensure that any inorganic initiatives undertaken are consistent
with the Company’s values and ambitions. The Board will
continue to monitor developments and review progress as
part of its ongoing commitment to effective oversight and
strategic direction.
Nyon visit
The Board visited the Company’s manufacturing site in Nyon,
Switzerland in June 2025. During the visit, the Board received
insight into the European Consumer Health market, Haleon’s
position and portfolio reach in the region, and the year-to-date
European business performance. The Board also reviewed the
three year Europe ambition across each category, considered
the key strategic drivers, and received insight into the
European regulatory and policy environment. The visit included
deep dive sessions on Respiratory Health and Pain Relief,
covering strategic focus areas and related action plans, and
potential European inorganic opportunities. Following a
session on Haleon’s Global Quality and Supply Chain strategy,
the Board gained first hand experience of the site operations.
These visits provide the Board with the opportunity to engage
with employees at the local Haleon office as well as the
manufacturing site.
Spotlight
Board performance review
In line with best practice, the
performance and effectiveness of the
Board, its committees and individual
Directors are assessed annually. In 2024,
Haleon undertook an externally
facilitated evaluation led by Chris Saul
of Chris Saul Associates. The Board
reviewed progress against each action
from the 2024 performance review
and determined that progress had been
made against all actions regularly
throughout the year (as set out on
page 68).
For 2025, the Board performance review
was internally facilitated by the Company
Secretary using a question and
discussion-based evaluation process.
Other regular meeting attendees were
also requested to provide feedback.
Key findings and conclusion
In summary, feedback on the Board’s
composition, interactions. expertise and
operational effectiveness (including
agendas and papers) was consistently
positive and all management interactions
were rated highly. A number of focus
areas for the Board and its Committees
were highlighted for 2026 and these are
set out on page 68.
2027
External evaluation
2026
Internally facilitated
2025
Internally facilitated
The internal Board performance review process
2026 action plan
agreed
Internally facilitated
performance review
process agreed
Questionnaire sent
to all Board and
Committee members
One-to-one
meetings with the
Company Secretary
and Board Directors
as required
Feedback reviewed
and responses
analysed and
presented to the
Nominations &
Governance
Committee
Corporate
Governance
67
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Board activities
continued
2025 Board performance review action plan
2025 action plan
Actions taken/outcomes
Continue focus on strategic agenda and delivery of key
objectives, driving performance and shareholder returns.
The Board received regular updates on delivery against strategy, inorganic strategy framework
as well as a deep dive on innovation. Strategy discussions also took place at the Board strategy
offsite.
Broaden discussion around stakeholders as well as external
horizon scanning and discussion on geopolitical and macro
issues, AI and the evolving ESG agenda.
The Board considered the external environment and geopolitical issues as part of its regular
review of strategy and performance. The Board also received regular updates on the Data,
Analytics and AI transformation programme.
Advance progress on cultural evolution and interactions with
key talent and business areas.
The Board reviewed the Group’s operating model and proposals to enhance, including the
impact on culture.
Enhance market visits in key locations.
The Board undertook a manufacturing site visit to Nyon, and the December Board meeting was
held in North America.
2026 action plan
2026 action plan
The strategic agenda and value creation framework delivery in relation to key
objectives, performance and shareholder returns.
Cultural evolution to support the operating model.
Category deep dives, customer insights and drivers.
Technology and Enterprise Transformation.
Cybersecurity and AI risks and opportunities.
North America
In December 2025, the Board met
in North America to review progress
over the past three years, reflect on
recent performance, and agree the
strategic direction for the period
ahead. As part of the visit, the Board
received an in-depth briefing on brand
development and the Company’s
forward-looking vision for North
America. The Board also discussed the
key workstreams underway to support
the next phase of the Group’s growth
plans in the market, including those
focused on strengthening the cultural
and leadership capabilities required
to deliver the strategy effectively.
In addition, the visit provided an
opportunity for the Board to engage
informally with members of the wider
US leadership team, helping US
colleagues to learn more about the
Board and for the Board to deepen
its insight into regional priorities
and organisational culture.
Spotlight
68
Haleon
Annual Report and Form 20-F 2025
Workforce engagement
Dame Vivienne Cox
Workforce Engagement Director
This year I have enjoyed some excellent
opportunities to engage with employees
across different parts of Haleon globally.
These have been both insightful and
informative.
The sessions have covered: the
employee engagement survey results
and key themes for focus in 2025; a
face-to-face session with early talent
and graduates on career development
and growth at Haleon; a deep dive into
work process across the organisation;
and two sessions exploring how close
Haleon colleagues feel to consumers
annual employee engagement survey,
which identified the need to improve and
streamline work processes, to provide
opportunities for career growth, and the
importance of keeping consumers at the
heart of our work. During 2025, I met
with employees on five occasions,
including a face-to-face session in the
UK. It was important to ensure these
sessions included a cross-business group
of culturally diverse employees from
across our key markets and functions.
Amongst other matters, the sessions
explored:
— The 2024 employee engagement
survey results with managers across
EMEA and LatAm.
— A face-to-face session with UK-based
early talent and graduates on career
development and growth.
— Work processes with colleagues from
global functions.
— Two ‘consumer first, always’ sessions
with APAC and EMEA respectively to
explore how we can leverage good
practice internally to continue to drive
this as our focus.
These sessions offered valuable insight
into drivers of employee engagement at
Haleon. The discussions highlighted the
progress made to improve collaboration
across Haleon, the opportunities AI
presents with regards to streamlining
work processes, and the importance of
continuing to anticipate consumer needs
and trends. Key points raised included
streamlining and simplifying systems and
processes for greater agility, ensuring
that the voice of the consumer comes
through in decision making across the
business and unifying the organisation
through fostering an agile and
performance-focused culture. At each
meeting I gave an overview of the role
of Haleon’s Board as well as the
remuneration approach at Haleon,
setting out how the Remuneration
Committee operates and how it
considers wider workforce remuneration
arrangements. I provided regular
updates to the Board following these
sessions, which were valuable to
Board discussions during the year.
Continued engagement
In addition to my activities, direct
engagement with employees remains
extremely valuable for the wider Board,
who had the opportunity to meet with
employees during the Board’s visits to
Switzerland and United States. These
visits provide additional opportunities
to informally network with employees
and further understand culture.
The Board receives regular verbal
updates from management, which will
continue to form an important part of
the Board’s agenda for 2026, alongside
updates on employee engagement
survey results and detailed summaries
at the end of each financial year.
See also the
consideration of workforce
pay
and
approach to engagement
on
page 100.
and how we can build on progress made
in this area in the future.
Looking ahead to 2026, I will be
seeking to engage on a number of topics,
including: exploring the annual employee
engagement survey results from 2025
with a focus on driving forward
enterprise wide actions; considering how
we can simplify and refine our work
processes to better set Haleon up for
success; and how we can continue to
drive culture transformation across
the organisation.
Workforce engagement
In line with Provision 5 of the UK
Corporate Governance Code 2024,
the Board regularly assesses the
appropriateness of the mechanism for
workforce engagement. The Board
believes that the mechanism of a
designated Non-Executive Director
remains the most effective method for
Haleon to enable the employee voice
to be heard and for key insights to be
brought into the Boardroom.
Employee insight
The Board values the opportunity to
connect and engage with employees.
Understanding the key issues that matter
to our employees across Haleon’s
diverse markets and regions is essential.
By learning about their experiences
working at Haleon and identifying any
challenges they face, we gain valuable
insights into the Company’s culture.
Keeping a close watch on employee
engagement helps us assess the current
and future factors that drive attraction
and retention at Haleon.
Engagement plan
In preparing the workforce engagement
plan for 2025, the key drivers of
engagement originated from the 2024
“The Board values the opportunity to
connect and engage with employees.”
Corporate
Governance
69
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Key duties and responsibilities
The Committee’s responsibilities include
monitoring and reviewing:
—
The integrity of financial reporting of the
Company’s Financial Statements including
reviewing significant judgements and the
adequacy of related disclosures.
—
The external and internal audit process and
performance of the Internal Audit function
and the external auditor.
—
The effectiveness of the Company’s system
of internal control.
—
The process for the management of related-
party transactions.
—
The Group’s risk management system, and
the identification and management of risks.
—
The Company’s process for monitoring
compliance with legal and regulatory
requirements and ethical codes of practice.
Membership and meetings
The Committee comprises solely of
Independent Non-Executive Directors.
Details are set out on pages 60 and 61,
together with details of their attendance for
the year on page 64.
The Chair, CEO, CFO, General Counsel, Group
Controller, Head of Audit & Risk, and the lead
external audit partner from KPMG LLP (KPMG)
regularly attend meetings, with other
attendees invited as appropriate. The
Committee also met without management
present and met privately with the external
audit partner and with the Head of Audit
& Risk.
The Board has confirmed that it is satisfied:
—
That the Committee members collectively
possess an appropriate breadth of recent
and relevant financial expertise including
competence in accounting and/or audit and
experience in the consumer healthcare
industry.
—
That Alan Stewart possesses the relevant
attributes to be the designated Audit
Committee Financial Expert in accordance
with US federal securities laws and
regulations.
Looking ahead
The Committee will continue to focus on its
key areas of responsibility, including the
Group’s financial reporting and disclosures,
internal control over financial reporting, the
effectiveness of KPMG as external auditor
and the approach to the 2026 external audit.
Controls surrounding the IT environment,
including cyber security, will remain a key
area of focus for the Committee as well as
regular oversight of the Group’s principal risks.
The Committee will continue to receive regular
updates and review relevant disclosures in
relation to Haleon’s transition to IFRS 18.
Alan Stewart
Chair
As Chair of the Audit & Risk Committee, I am pleased to
present the Committee’s Report for the period ended
31 December 2025 in accordance with the updated UK
Corporate Governance Code.
During the year, the Committee has focused on its core
objectives in monitoring the integrity of the Group’s
financial reporting process, the effectiveness of the
external audit and the robustness of the Company’s
control environment to manage risk. The Committee
maintained oversight of Haleon’s compliance with Section
404 of the US Sarbanes-Oxley Act (SOX) and broadened
our understanding of our principal risks through a series
of deep dives into topics such as cyber security, ESG,
and Trusted Ingredients. Further information on this
and our other activities are set out later in this report.
The Board and Committee performance review concluded
that the Committee operates effectively. The specific
actions for the Committee are provided later in this report
and will be an additional area of focus for the Committee
in 2026.
Audit & Risk
Committee Report
Significant reporting matters in relation to the Financial Statements
considered by the Committee during 2025
Accounting area
Recoverable amount of indefinite life brands
Committee’s conclusion and response
—
As at 31 December 2025, the Group had
£16,594m of intangible assets that are
indefinite life brands. The Group tests at
least annually whether indefinite life
brands have suffered any impairment.
Impairment testing is inherently
judgemental and requires management
to make multiple estimates, including
those related to the future revenue
growth of each brand, terminal growth
rates, profit margins and discount rates.
The Committee reviewed information on
the impairment tests performed, focusing
on the critical assumptions as well as any
changes from the prior year.
—
During the year, Nexium was reclassified
from an indefinite life brand to a definite
life, amortised brand due to challenging
market conditions. An impairment
assessment was performed prior to
reclassification, with no impairment
recognised.
—
In 2025, the Group recognised non-cash
net impairment charges totalling £7m in
relation to indefinite life brands for which
it was determined that the carrying value
was less than the estimated recoverable
amount. This was primarily a result of a
decline in sales and volumes for smaller
brands. For the brands with limited levels
of headroom, the Committee also
reviewed and challenged sensitivity
analyses provided by management to
understand the impact of changes in
key assumptions. The Committee was
satisfied with the assumptions utilised
by management and also considered
and reviewed the Group’s relevant
impairment disclosures. Refer to Note 14
of the Consolidated Financial Statements
for further detail.
This accounting standard is applicable
for periods starting 1 January 2027 and
comparative information is required to be
restated. In line with the announcement made
on 8 January 2026, the Committee will also
review the proposed updates to segmental
reporting disclosures and ensure compliance
with IFRS 8.
In addition, the Committee will support the
Board on the preparation for compliance
with new Provision 29 of the UK Corporate
Governance Code which takes effect in 2026
and the further development of the Group’s
enterprise risk management framework and
compliance programmes.
70
Haleon
Annual Report and Form 20-F 2025
Committee activities
External reporting
—
Discussed and recommended to the Board for
approval, the quarterly trading statements, half-year
and full-year financial statements, and the 2025
Annual Report and Form 20-F.
—
Considered the level of distributable reserves to
support the Board approval of the 2024 and 2025
dividends.
—
Reviewed the disclosures regarding the updated
market category structure to incorporate six
categories for the first time at the half-year 2025.
—
Reviewed and challenged the going concern
assumptions for 2025 and the principles
underpinning the longer-term viability statement.
—
Reviewed and challenged the treatment of key
accounting matters and judgements including the
estimation of the recoverable amount of indefinite
life brands.
—
Reviewed and approved the 2025 tax strategy for
publication.
—
Reviewed and recommended the 2026 funding
requirements to the Board for approval.
—
Considered treasury matters and compliance with
statutory reporting obligations.
—
Assessed whether the Annual Report, as a whole,
was fair, balanced and understandable.
External and internal audit
—
Reviewed and approved the statutory audit
engagement letter for KPMG in respect of Haleon plc
and its subsidiaries for the period ended 31 December
2025 and received regular updates on delivery of the
external audit for 2025.
—
Reviewed and approved the 2025 base audit fee.
—
Held periodic meetings with the external auditor,
without management present.
—
Reviewed and agreed policies and processes designed
to safeguard independence of the external auditor.
—
Reviewed and approved the non-audit services to be
performed by the external auditor, in line with the
Non-Audit Service Policy.
—
Assessed the effectiveness of the external auditor.
—
Reviewed and approved the 2026 Internal
Audit budget and plan.
—
Reviewed and approved the Internal Audit Charter.
—
Received and discussed regular updates on the 2025
Internal Audit Plan from the Head of Audit & Risk and
met with him regularly without management present.
Internal controls and related-party transactions
—
Received and discussed regular updates on internal
controls, including the results of testing, and discussed
instances where the effectiveness of internal controls
was considered to be insufficient or required remediation.
—
Considered the assessment to determine the Company’s
status as a Foreign Private Issuer for US SEC purposes
including updates on the SEC's consultation.
—
Reviewed the Group’s SOX evaluation and certification
of internal controls over financial reporting for the year
ended 31 December 2025.
—
Reviewed related parties as part of the year-end process.
Risk management
—
On behalf of the Board, reviewed the processes by
which the Group’s principal risks are identified and
managed and received periodic reports of the status of
principal risks; reported any issues arising from these
reports to the Board.
—
Undertook detailed reviews of key risk areas and
processes including Currency Risk, ESG, People and
Organisation, Technology Concentration Risk, trusted
ingredients, product user safety, and cyber security.
—
Considered enhancements to Haleon’s Resilience
Framework and simplification of the Crisis Management
and Business Continuity Policy and process.
—
Reviewed tax and treasury policies and considered
consistency with the risk appetite of the Company.
—
Reviewed the effectiveness of the risk management
and internal control systems.
—
Recommended to the Board the Group’s set of material
controls, effectiveness criteria and adequacy of
assurance coverage to satisfy the requirements of
Provision 29 of the UK Corporate Governance Code.
Legal and Compliance
—
Received and discussed regular updates from the Legal
function on legal and litigation matters.
—
Monitored fraud reporting and discussed trends with
management.
—
Recommended to the Board approval of the updated
Code of Conduct.
—
Considered updates on the implementation of the new
Ethics & Compliance model.
—
Reviewed and discussed reports from the Compliance
function, including updates on Haleon’s Anti-Bribery
and Corruption programme, enhancements to the Code
of Conduct training, Speak Up sanctions, concerns
management and internal investigation’s framework.
Haleon’s Annual Report for the year ended
31 December 2024 was included in the FRC’s
thematic review: Supplier finance
arrangement disclosures. The FRC carried out
a limited scope review of Haleon’s relevant
disclosures and no significant questions or
queries were raised. The Committee notes
that the FRC’s review does not provide
assurance that the Annual Report is correct
in all material respects as the FRC’s role is
not to verify information provided, but to
consider compliance with reporting
requirements.
Internal audit
The Internal Audit function continues to serve
as a vital source of independent and objective
assurance to the Board, the Committee and
senior management. Its remit includes
evaluating the adequacy and effectiveness of
Haleon’s risk management, governance and
internal control frameworks.
The appointment of the Head of Audit & Risk
remains a matter reserved for the Committee.
In December 2025 the Head of Audit & Risk
stepped down, an interim appointment was
made with the support of the Audit & Risk
Committee. The Committee Chair will be
involved in the selection process for the
permanent appointment of a new Head of
Audit & Risk and a recommendation for
appointment made to the Committee.
During the year the Head of Audit & Risk
maintained regular dialogue with the
Committee Chair and provided formal updates
on Internal Audit activities at each meeting.
Over the course of 2025, the Committee
closely monitored the performance and
effectiveness of the Internal Audit function,
including its quality, depth of expertise and
resourcing in the context of Haleon’s scale
and complexity. Reports submitted to the
Committee set out key audit findings and
recommended actions, with clear timelines
for management response and remediation.
Financial and narrative reporting
Throughout 2025, the Committee maintained a
strong focus on the integrity and transparency
of Haleon’s financial reporting. It reviewed
and recommended for Board approval both
the interim and full-year financial statements,
alongside associated public disclosures.
Particular attention was given to areas
involving significant judgement, including
assessments of going concern and viability,
as well as impairment reviews.
In evaluating the Annual Report, the
Committee considered whether it presented
a fair, balanced and understandable account
of the Group’s performance, business model
and strategy. To support this, management
implemented robust processes to ensure
consistency of disclosures, mitigate financial
reporting risks and facilitate coordinated
input across the business. Following its review,
the Committee recommended a near-final
version of the Annual Report to the Board at
its February 2026 meeting, confirming its
view that the report was fair, balanced,
and understandable.
During the year, the Committee also reviewed
key disclosures and reporting obligations to
ensure the clear and accurate communication
of material information to shareholders. This
included scrutiny of assumptions underpinning
impairment testing, and the treatment of going
concern and viability assessments, as well as
climate-related financial disclosures.
The Committee received regular updates
on the control environment and financial
reporting integrity, including the Annual Report
verification process. This encompassed
management’s checklist confirming
compliance with applicable regulatory
requirements and the outcomes of the
external audit. Key audit matters and related
findings are detailed in the external auditor’s
report on pages 106 to 120.
In addition, the Committee continued
to monitor engagement with external
stakeholders relevant to its remit, including the
UK Financial Reporting Council (FRC) and the
US Securities and Exchange Commission (SEC).
Corporate
Governance
71
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Audit & Risk Committee Report
continued
Governance Code for the year ended
31 December 2025 and up to 5 March 2026,
the last practicable date.
US Sarbanes-Oxley Act of 2002 (SOX)
As a Foreign Private Issuer listed on a
US exchange, Haleon is subject to the
provisions of the Sarbanes-Oxley Act of 2002,
specifically Sections 302 and 404. During
2025, the Group successfully completed its
third consecutive year of compliance with
Section 404.
The Committee maintained close oversight
of the Group’s internal control over financial
reporting, which was assessed to be
appropriately designed and operating
effectively as at 31 December 2025.
Throughout the year, the Committee received
regular updates on the status of SOX
compliance and closely monitored the
remediation of any identified control
deficiencies. This included reviewing the root
causes, the remediation actions undertaken,
and the adequacy of any mitigating or
alternative controls implemented.
Looking ahead, the Committee will continue
to oversee the Group’s internal control
optimisation efforts, including the remediation
of control deficiencies and enhancements to
controls associated with technology systems
and infrastructure.
See also our
management’s report on
internal control over financial reporting
on page 180.
External audit
The Committee retains primary responsibility
for overseeing the relationship with the
external auditor, KPMG. This includes making
recommendations to the Board regarding the
appointment, reappointment and removal
of the external auditor, assessing its
independence on an ongoing basis, and
approving the statutory audit fee, scope of
the audit and the appointment of the lead
audit engagement partner. For the year
ended 31 December 2025, the lead external
audit partner rotated to Jeremy Hall.
significant risks and uncertainties. As such, the
internal control system is intended to provide
reasonable, though not absolute, assurance
over the management of principal risks.
A top-down enterprise risk assessment
was conducted during the year to review
and prioritise principal risks, assess the
magnitude of exposure and identify
emerging risks. This was complemented by a
bottom-up risk identification exercise across
business units, markets, sites and functions.
The Committee reviewed the findings,
endorsed the principal risks and concluded
that management’s approach to risk and risk
appetite remained appropriate.
See also our
approach to risk
section
from page 50.
The Committee maintained regular oversight
of the Group’s Ethics & Compliance
programme and Speak-Up activities. This
included monitoring efforts to consolidate and
simplify key controls, and reviewing assurance
and performance against key compliance
metrics. Areas covered included anti-bribery,
conflicts of interest, competition law, privacy
and sanctions.
In addition, the Committee reviewed and
endorsed a number of policies and
programmes, including the Company’s Code of
Conduct and its core value of always seeking
to do the right thing. This applies to the Board,
Executive Team, employees and third-party
temporary workers. The Committee also
reviewed the annual certification process,
whereby business unit and segment general
managers and finance directors attest to the
integrity of financial information and the
effectiveness of internal controls over financial
reporting and disclosure. Opportunities to
simplify and evolve the internal control
framework in line with Haleon’s strategy
and operating model were also discussed.
Based on the Committee’s activities
throughout the year and its annual
performance review, the Committee
concluded that the Group’s system of internal
control and risk management was effective
under the provisions of the UK Corporate
During the year, the Committee reviewed and
discussed the external audit plan, proposed
audit fees and terms of engagement. It also
considered enhancements to the audit
process, including the increased use of digital
tools and technology.
The Committee received regular reports from
KPMG on the progress of audit activities.
These reports were reviewed in detail,
with particular attention given to the level
of professional scepticism applied, the
robustness of challenge to management
assumptions, and the quality of insights from
the external auditor. Where appropriate,
the Committee requested management to
respond to auditor challenges and monitored
the resolution of these matters to ensure
satisfactory outcomes.
In assessing KPMG’s independence, the
Committee reviewed a formal statement of
independence, a report outlining procedures
for identifying and managing conflicts of
interest, and the extent of non-audit services
provided to the Group. The Committee
confirmed its satisfaction with the
effectiveness and independence of KPMG
across its engagements in relevant jurisdictions.
The Committee also evaluated the
effectiveness of the external audit process,
considering the quality and experience of the
audit team, the involvement of the lead audit
partner, the adequacy of audit planning,
the timeliness and rigour of audit execution,
and the quality of communications with
the Committee. It concluded that the 2025
external audit was effective and that
KPMG continued to perform its role to a
high standard.
Total fees paid to KPMG for the year ended
31 December 2025 were £18m, of which £1m
related to non-audit services. Further details
are provided in Note 6 to the Consolidated
Financial Statements on page 133.
The Committee reviewed and approved the
annual Internal Audit budget and work plan,
which encompassed risk-based reviews
across financial, operational, strategic and
governance domains. Assurance was also
provided over emerging risks and significant
business change programmes. The 2026
Internal Audit plan will be subject to ongoing
review and refinement to ensure it remains
responsive to evolving risk and assurance
priorities.
Internal control and risk management
The Board retains ultimate responsibility for
establishing and maintaining procedures to
manage risk and oversee the Group’s internal
control framework. This includes setting the
Group’s risk appetite in line with strategic
objectives and ensuring appropriate oversight
through mechanisms such as strategy sessions,
management reporting and targeted reviews
of key risk areas.
Acting on behalf of the Board, the Audit & Risk
Committee is responsible for reviewing and
assessing the effectiveness of the Group’s risk
management and internal control systems.
During 2025, the Committee undertook
a comprehensive review of the Group’s
principal risks, financial and operational
controls, and supporting procedures. This
included evaluating risk mitigation plans,
internal control maturity and areas identified
for improvement. The Committee also
conducted deep dives into selected principal
risks, including People & Organisation, ESG,
and trusted ingredients.
The Group’s approach to risk management
and internal controls continued to evolve in
2025 in preparation for compliance with the
revised UK Corporate Governance Code.
The Committee considered Haleon’s risk
management framework, material controls,
effectiveness criteria, adequacy of assurance
coverage required to satisfy the new
requirements under Provision 29 of the Code,
and timeline to finalise the Board’s attestation
and approach to assessing the effectiveness
of material controls for 2026. The risk
management framework is designed to
actively manage, rather than eliminate,
72
Haleon
Annual Report and Form 20-F 2025
Principal risks
People and Organisation:
The Committee undertook
a focused review of the principal risk relating to
People and Organisation. The Committee considered
the effectiveness of controls and management actions
in areas such as talent attraction and retention, health
and wellbeing, inclusion and belonging, operating
model, capabilities, and culture. The Committee noted
the addition of new risk areas reflecting the evolving
needs of the business and reviewed progress against
key risk indicators, including employee engagement,
wellbeing, and diversity. The Committee was satisfied
that robust oversight, clear accountability, and
continuous improvement measures are in place
to manage these risks and support the Group’s
strategic objectives.
ESG:
Given the increasing importance of responsible
practices and evolving regulatory requirements, the
Committee maintained close oversight of ESG risk.
The Committee considered the effectiveness of
controls and management actions in key areas,
including human rights due diligence, climate-related
risks, readiness for rising ESG reporting requirements,
diverging global regulations, and delivery against
external ESG commitments. The Committee noted
progress in reducing carbon emissions and virgin
plastic use, improvements in ESG data and controls,
and enhanced governance processes. Performance
against key risk indicators was closely monitored,
and the Committee ensured that additional actions
were identified where needed, such as piloting
robust supplier audits and strengthening
reporting frameworks.
Trusted Ingredients:
During the year, the Committee
reviewed the Group’s management of ingredient-
related risks through the Trusted Ingredients
Framework. The Committee noted ongoing progress in
risk mitigation, including the development of proactive
dashboards, enhanced governance, and the use
of scorecards to monitor business value at risk,
consumer sentiment, and market share. The Committee
considered key ingredient risks identified and the
potential regulatory, reputational and financial impacts.
These included reformulation initiatives, advocacy with
regulators, partnerships with scientific associations,
and the development of alternative ingredients and
packaging solutions. The Committee will continue
to monitor the evolution of the Trusted Ingredients
Framework to ensure the Group remains well
positioned to respond to emerging ingredient risks
and regulatory developments.
Cyber Security:
This remained a key area of focus for
the Committee during 2025. The Committee oversaw
performance against key operational metrics and
monitored the launch and roll-out of Haleon’s security
culture programme, which included a Group-wide
awareness campaign and enhanced security training.
These initiatives are designed to foster a positive
culture of security and equip colleagues with the
skills and awareness needed to manage evolving
cyber threats.
The Committee received regular updates on the
progress of the security culture programme, including
delivery of the 12-month roadmap and achievement
of key milestones. The Committee also reviewed the
Group’s technology environment, considering
infrastructure resilience and mitigation plans for
potential vulnerabilities.
In addition, the Committee reviewed the Group’s
approach to supply chain resilience, with a particular
focus on cyber security within supplier contracts.
A programme is underway to review and update key
supplier agreements to ensure they reflect current
best practice, supported by targeted assessments and
ongoing improvements to contract management and
supplier engagement. The Committee is satisfied that
these actions are strengthening the Group’s supply
chain resilience and supporting the continued security
and reliability of operations.
The Committee also considered the Group’s reliance
on key technology providers and platforms. Robust
business continuity and crisis management plans are in
place to address potential disruptions, and ongoing
monitoring and resilience measures help ensure the
continued reliability of the Group’s technology
environment.
The Committee confirms that Haleon has
complied with the Competition and Markets
Authority’s Statutory Audit Services for Large
Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014,
as well as the FRC’s Audit Committees and
the External Audit: Minimum Standard.
Committee performance review
As part of the Board and Committee
performance review, the Committee was
assessed to be operating effectively.
The Committee progressed all the key areas
of focus from the 2025 performance review.
A number of areas were highlighted for the
Committee to consider going forwards and
these form part of the 2026 action plan below:
Committee action plan 2026
Action plan – area of focus
Focus on changes to reporting and
disclosures, including implementation of
Provision 29 of the UK Corporate
Governance Code 2024.
Culture and accountability in relation to
Controls and Internal Audit reviews.
Risk management – deep dives on key areas
of risk, including the effectiveness of the
cyber-security framework
Non-audit services
The Committee has adopted a policy to
safeguard the independence and objectivity
of the external auditor. This policy is aligned
with the requirements of the Financial
Reporting Council’s (FRC) 2019 Revised Ethical
Standard and the US Sarbanes-Oxley Act of
2002 (SOX), and sets out a clear framework for
determining the appropriateness of engaging
the external auditor for non-audit services.
The policy includes a defined list of permitted
non-audit services, consistent with applicable
regulatory standards. Any service not included
on this list is expressly prohibited.
Under the policy, the Committee has
pre-approved the use of the external auditor
for non-audit services where:
—
The service is included in the list of
permitted non-audit services.
—
The fee does not exceed £100,000 and is
approved by the Group Financial Controller
or their designate in defined circumstances.
—
The fee exceeds £100,000 and is approved
by both the Chief Financial Officer and the
Chair of the Committee.
The total fees for non-audit services provided
by the external auditor are reported to the
Committee on a quarterly basis. Approvals by
management under monetary thresholds are
not a delegation of the Committee’s authority,
but rather a confirmation that the services fall
within the scope of the policy.
Throughout the year, the Committee
reviewed the nature and extent of non-audit
services undertaken by the external auditor
to ensure that their independence was
not compromised. For the year ended
31 December 2025, the external auditor
provided non-audit services in relation to
other assurance engagements, corporate
finance and advisory services, with total fees
amounting to £1m.
Spotlights
Corporate
Governance
73
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Committee activities
External ESG targets
—
Regularly reviewed Haleon’s performance against the responsible
business scorecard measures.
—
Evaluated the progress towards Haleon’s external packaging
and recycle-ready targets.
Deep dives
—
Evaluated consumers’ approach to sustainability with a
specific focus on Gen Z.
—
Reviewed Haleon’s 2025 TNFD LEAP assessment, mapping
dependencies, impacts, risks, and opportunities related to nature.
—
Evaluated progress against sustainable packaging targets and
their evolution to 2030 to respond to latest external
developments.
—
Reviewed the new health inclusivity goal:
we aim to provide
opportunities for over 300 million people a year to take more
control of their everyday health by 2030. We will do this by
building health literacy, increasing access to everyday healthcare
products and tackling bias and prejudice.
External reporting
—
Reviewed external disclosures in relation to TCFD and TNFD
reporting, Haleon’s Health Inclusivity and Sustainability Report,
Human Rights Statement and alignment with relevant external
ESG rating requirements.
—
Reviewed the results of the Double Materiality Assessment (see
page 5 and 6 of our Health Inclusivity and Sustainability Report)
—
Regularly reviewed Haleon’s readiness for future disclosure
requirements, including CSRD.
Stakeholder engagement
—
Discussed regular updates on stakeholder engagement, including
partnerships with key customers, supplier forums, and ongoing
dialogue with policymakers, NGOs, and investors.
Key duties and responsibilities
The Committee’s responsibilities for
environmental and social sustainability (ESS)
include:
—
Monitoring Haleon’s progress against its
ESS goals and associated external
governance and regulatory requirements.
—
Reviewing emerging ESG issues that could
impact the Group’s operations, initiatives,
or reputation.
—
Overseeing engagement with relevant
external stakeholders, NGOs, and other
interested parties.
—
Confirming the accuracy and transparency
of ESG disclosures within the Annual Report
and Form 20-F, health inclusivity and
sustainability Report and other external
disclosures.
Membership and meetings
The Committee comprises solely Independent
Non-Executive Directors.
In 2025, meetings were regularly attended by
the Chair, CEO, Chief Corporate Affairs Officer,
VP Sustainability, and the ESG Programme and
Reporting Director.
Further information is set out on page 64.
Looking ahead
In 2026, the Committee will:
—
Maintain oversight of ESG performance and
KPIs, with a continued focus on packaging,
carbon emissions reduction, health
inclusivity, and nature-related impacts.
—
Oversee Haleon’s preparedness for evolving
external reporting obligations, including
CSRD and ISSB-aligned requirements,
both at Group level and jurisdiction specific.
—
Continue deep dive sessions on priority
ESG topics, stakeholder engagement and
regulatory developments.
—
Review plans to build supply chain resilience
in response to nature and climate risks.
See also our
approach to health
inclusivity and sustainability
from
page 15.
Marie-Anne Aymerich
Chair
I am pleased to present the 2025 report of the Environmental & Social
Sustainability Committee, marking another year of progress.
This year, the Committee maintained strong oversight of our health inclusivity and
sustainability initiatives, regularly reviewing performance against our responsible
business scorecard. Haleon has made continued progress against its targets,
including significant reductions in carbon emissions and improvements
in sustainable sourcing and packaging. Importantly, 31 December 2025 marks
the end point for some of our sustainability targets where we set goals to 2025
and to 2030. I am pleased to report that Haleon has delivered on these
commitments, meeting the health inclusivity goal, empowering more than
74 million people to be more included in opportunities for better everyday
health in 2025. In addition, Haleon has met its goals for virgin plastic reduction,
decreasing by over 10% by the end of 2025 vs. the 2022 baseline, and making all
product packaging recycle-ready by 2025 where safety, quality and regulations
permit. These results reflect the effectiveness of our strategy, our actions and
the dedication of Haleon’s teams. We now turn our focus to meeting the targets
for 2030.
Major milestones in the year include the endorsement of Haleon’s new
Health Inclusivity goal for 2030, reviewing the assessment of nature-related
dependencies, impacts, risks and opportunities, including our first Taskforce for
Nature Related Financial disclosure (TNFD) statement, the review of Haleon’s
progress on sustainable packaging and evolution of our recyclability goal and
latest external developments. The Committee also oversaw the results of
Haleon’s CSRD-aligned Double Materiality Assessment and preparations for
new regulatory frameworks, to ensure Haleon remains ready for evolving
disclosure requirements.
Looking ahead, the Committee will continue to oversee key environmental, social
and governance performance and KPIs, regulatory readiness, and will conduct
deep dives into current and evolving ESG topics. On behalf of the Committee,
I would like to thank all contributors for their dedication and look forward to
another year of progress in delivering Haleon’s external commitments.
Environmental &
Social Sustainability
Committee Report
74
Haleon
Annual Report and Form 20-F 2025
Committee focus areas in 2025
Throughout the year, the Committee
conducted several deep dive sessions
to evaluate Haleon’s progress toward health
inclusivity and sustainability goals and its
readiness for future regulatory and reporting
requirements. Often, these deep dives either
included or were preceded by sessions led by
external experts, offering broader insights and
external viewpoints on the topics discussed.
These sessions further enhanced the
Committee’s understanding of both current
and upcoming requirements for sustainability
reporting, Haleon’s readiness to meet those
standards, and the impact of external factors
on Haleon’s ability to achieve its objectives.
Sustainable packaging
As the Company approached the ’by the end
of 2025’ goal deadline for its externally
committed sustainable packaging goals, the
Committee had a deep dive into Haleon’s
sustainable packaging strategy, virgin plastic
reduction and recycle-ready packaging
progress and targets for 2026 onwards.
The Committee discussed key external
developments including ’recyclability’
standards and definitions, changes to
regulation across jurisdictions, technology
advancements and limitations, and challenges
in meeting stringent safety, quality and
regulatory requirements for healthcare
packaging. The Committee was pleased
that Haleon has achieved the sustainable
packaging goals which concluded at the end
of 2025. We remain committed to our 2030
target to reduce our use of virgin plastic by
1/3 and will revisit our target to make all
packaging recyclable or reusable by 2030
where safety, quality and regulation permits,
in light of evolving standards.
Carbon
In its 2025 reporting period, Haleon made
significant progress in reducing its carbon
footprint. The Company achieved a 55%* net
reduction in Scope 1 and 2 carbon emissions
vs the 2020 baseline. This was driven by
a continued focus on renewable electricity,
decarbonisation of manufacturing operations,
and targeted energy efficiency projects.
Haleon also advanced its Scope 3 supply chain
decarbonisation through strong supplier
engagement, resulting in a 13% reduction in
Scope 3 source to sale emissions vs 2022.
Looking ahead, Haleon remains committed to
its near term goal to reduce Scope 3 carbon
emissions from source to sale by 42% by 2030
vs our 2022 baseline.
Nature
During 2025, the Committee considered the
Company’s dependencies, impacts, risks and
opportunities in relation to nature ahead
of our first disclosures in accordance with
the recommendations of the Taskforce for
Nature-related Financial Disclosures (TNFD),
which are included in this report (pages 19
to 30). The Committee reviewed Haleon’s
reliance on nature across the value chain,
considering its own operations, upstream
sourcing, consumer use and disposal. We
examined key dependencies, impacts, risks
and opportunities (DIROs) related to natural
sources and our reliance on water across the
value chain. The analysis confirmed that
the actions Haleon is taking through its
Sustainable Sourcing and Water stewardship
goals and engagement with suppliers address
its priority DIROs and highlighted areas for
continued focus. Looking ahead, management,
with the Committee’s oversight, will be
working with key functions to progress actions,
embed these into relevant programmes and
activity plans and track progress in managing
our DIROs in relation to Nature through the
health inclusivity and sustainability scorecard.
ESG performance and reporting
The Committee maintained oversight of
Haleon’s ESG performance through regular
reviews of our responsible business scorecard.
We monitored progress against key
commitments across environmental targets
(including packaging); health inclusivity goals,
latest performance on inclusion and belonging
and actions to uphold robust standards for
product quality, health and safety and human
rights. The Committee received regular
updates on CSRD linked to the EU Omnibus
process and other relevant reporting
regulations, as well as engagements with
policymakers on these topics. The Committee
considered Management’s analysis to support
future KPIs and targets for 2026 and beyond,
and considered the output of the CSRD double
materiality assessment.
Stakeholder engagement
Engagement with stakeholders on ESG matters
remained a priority in 2025. The Committee
received regular updates on interactions
with consumers, customers, employees,
policymakers, industry regulators, investors
and suppliers. This included hosting sessions
on the Phase 3 results of the Health Inclusivity
Index from May onwards, sessions on
Health policy at the UN General Assembly
in September 2025 and a Supplier Summit
and series of deep dives on priority topics
from March onwards. Throughout the year,
management engaged with key retail
partners and with ESG investors on a 1:1 basis.
Committee performance review
As part of the Board and Committee
performance review, the Committee was
assessed to be operating effectively, with
good oversight of the Company’s health
inclusivity and sustainability agenda.
The Committee progressed all the key areas
of focus from the 2025 performance review
disclosed last year. A number of areas were
highlighted for the Committee to consider
going forwards and these form part of the
2026 action plan below:
Committee action plan 2026
Action plan – area of focus
Continue to focus on Haleon’s
preparedness for external sustainability
disclosures including CSRD.
Continue oversight of the delivery of
sustainability KPIs and targets.
Education/deep dives on areas of
ESG evolution.
Health inclusivity goal
During 2025, the Committee undertook a comprehensive and
collaborative process to define Haleon’s new social impact
goal, to ensure it aligns with the Company’s Win as One
strategy and its ambitions, reflects its values and the evolving
expectations of stakeholders.
The journey began with a review of Haleon’s existing social
impact ambitions and benchmarking against industry best
practice. The Committee endorsed Haleon’s focus on tackling
three key barriers to better everyday health – lack of health
literacy, bias and prejudice, and accessibility – as the most
material areas where Haleon could make a meaningful
difference. These focus areas were selected through research
and external benchmarking, aligning closely with Haleon’s
business activities and broader purpose. After careful
discussion, Haleon’s health inclusivity goal from 2026 onwards
was changed to:
’we aim to provide opportunities for over
300 million people a year to take more control of their
everyday health, by 2030’.
The Committee considered the
quantification of the goal and how to measure progress
effectively while meeting current and future reporting,
regulatory and assurance requirements, including those
under CSRD.
Throughout the process, the Committee engaged with a wide
range of stakeholders, including external experts, to ensure
the goal was relevant and impactful. The Committee will
continue to oversee the implementation of the health
inclusivity goal, ensuring that measurement approaches
remain robust, stakeholder engagement is ongoing, and the
goal continues to reflect Haleon’s commitment to health
inclusivity and positive social impact, aligned to Haleon’s
strategic framework.
Spotlight
*
KPMG LLP has issued independent limited
assurance over the selected data indicated using
assurance standards ISAE(UK) 3000 and ISAE3410.
KPMG LLP’s limited assurance conclusion is
available at
2025 KPMG Limited Assurance
Opinion
.
Corporate
Governance
75
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Key duties and responsibilities
The Committee’s responsibilities include:
—
Leading the process for appointments to
the Board and its Committees.
—
Ensuring plans are in place for orderly
succession to the Board and senior
leadership positions.
—
Overseeing the development of a pipeline
for succession at Board and senior
management level.
—
Monitoring and, where appropriate,
recommending changes to the Company’s
corporate governance framework.
Membership and meetings
Excluding the Chair, who was considered
independent on appointment, the Committee
comprises solely Independent Non-Executive
Directors.
Details are set out on pages 60 and 61,
together with details of attendance for the year
on page 64. The CEO and the Chief Human
Resources Officer regularly attended meetings,
with other attendees invited as appropriate.
Succession planning and
Board appointments
Throughout the year, the Committee
considered Board succession planning, with a
particular focus on long-term strategy, as July
2025 marked the third anniversary of Haleon’s
listing and the completion of initial three-year
terms for several directors. This forward-
looking approach was reflected in the
appointments of Bláthnaid Bergin and
Matthew Shattock to the Board in 2025,
as well as the appointment of Vindi Banga
as Board Chair and Alan Stewart as Senior
Independent Non-Executive Director effective
from 1 January 2026. These appointments
demonstrate the Committee’s commitment
to maintaining a balanced and highly skilled
Board, aligned with Haleon’s long-term
strategic priorities.
In addition, the Committee oversaw the
appointments of Bláthnaid Bergin to the
Audit & Risk Committee and Matt Shattock
to the Environmental & Social Sustainability
Committee, and monitored progress on
induction plans for the new Board members.
Vindi Banga
Chair
I am pleased to present my first Report as Chair of the Nominations &
Governance Committee, for the period ending 31 December 2025.
This year has been marked by leadership transition. Following the decision by
Dave Lewis to step down as Chair. I was appointed as Chair of the Board and
the Committee, with effect from 1 January 2026. I am honoured to take on this
responsibility and would like to thank Dave for his leadership and substantial
contribution to the Company during his tenure as Chair.
Throughout the year, the Committee has continued to prioritise comprehensive
and robust succession planning for both the Board and the Executive Team.
In February and June, we appointed two new Independent Non-Executive
Directors following thorough, focused selection processes aligned with our
Board skills and experience matrix. The Committee recommended their
respective appointments to the Environmental & Social Sustainability Committee
and the Audit & Risk Committee, both of which were confirmed in July, further
strengthening the collective expertise of the Board and its Committees.
The Committee also undertook a robust process to identify my successor
as Senior Independent Director. Following the review, the Committee
recommended the appointment of Alan Stewart as Senior Independent Director.
I look forward to working closely with him during my tenure.
We continued to monitor progress against our Board Inclusion Policy objectives,
while regularly reviewing the evolution, composition and effectiveness of both
the Board and its Committees. This year’s Board and Committee performance
review confirmed that the Committee continues to operate to a high standard.
Actions arising from the review are set out later in this report and will form the
key areas of focus for 2026.
Nominations &
Governance Committee
Report
Committee activities
Succession planning
—
Reviewed Board succession, including the tenure of
Non-Executive Directors and the Board skills and experience
matrix.
—
Reviewed Executive succession for the CEO, CFO, Executive team
and senior management, including composition, capabilities,
developments and succession.
—
Considered the criteria for Non-Executive Director appointments
and recommended the appointments of Bláthnaid Bergin and
Matthew Shattock to the Board, as well as Alan Stewart as Senior
Independent Non-Executive Director.
—
Recommended to the Board, Dave Lewis' resignation as Board
Chair from 31 December 2025, and recommended the
appointment of Vindi Banga as Board Chair with effect from
1 January 2026.
Board composition
—
Reviewed the composition of the Board and its Committees.
—
Recommended the appointment of Bláthnaid Bergin to the Audit
& Risk Committee and Matthew Shattock to the Environmental &
Social Sustainability Committee.
—
Discussed progress against objectives and reviewed the Board
Inclusion Policy.
—
Reviewed the impact of the Chair transition on Board and
Committee composition and responsibilities.
Evaluation and annual assessment of performance
—
Assessed the independence of the Non-Executive Directors.
—
Recommended to the Board that each Director stand for
re-election by shareholders at the Company’s 2025 AGM.
—
Reviewed and made recommendations to the Board in respect
of each Director’s actual, potential or perceived conflicts
of interest.
—
Reviewed the independence and time commitments of the
Non-Executive Directors.
Governance
—
Regularly reviewed progress against the 2025 Board and
Committee action pans.
—
Annual review of potential conflicts of interest.
—
Annual review and recommendation for approval to the Board
of the terms of reference of the Committee.
—
Considered the Director induction plans for Bláthnaid Bergin
and Matthew Shattock.
76
Haleon
Annual Report and Form 20-F 2025
Throughout the year, the Committee regularly
reviewed the Board Skills Matrix, taking into
account diversity, ethnicity, tenure, and the
breadth of expertise required to support
Haleon’s strategic objectives.
Chair succession
The Committee played a key role in overseeing
the succession of the Board Chair. In November
2025, Sir Dave Lewis informed the Committee
of his decision to step down from the Board.
Vindi Banga, then Senior Independent Director,
indicated his willingness to be considered for
the role of Chair. The independent Committee
members undertook a thorough evaluation of
Vindi’s candidature, considering his extensive
experience chairing public and private
companies, deep knowledge of Haleon’s
business, strategy, and markets, and his
strong relationships with management and
stakeholders. The Committee discussed the
merits of conducting an external search vs
appointing Vindi, recognising the continuity,
stability, and strategic alignment his
appointment would provide at this stage
in the Company’s transformation. Following
this evaluation, the Committee (excluding
Sir Dave Lewis and Vindi Banga) recommend
to the Board the resignation of Sir Dave Lewis
as Board Chair with effect from 31 December
2025, and the appointment of Vindi Banga
as Board Chair with effect from 1 January 2026.
The Committee subsequently undertook a
process to identify a new Senior Independent
Director. Following a robust assessment and
considering his experience and contributions
to the Board, the Audit & Risk Committee
since his appointment in September 2024,
the Committee (excluding Alan Stewart)
recommended to the Board the appointment
of Alan Stewart as Senior Independent
Director with effect from 1 January 2026.
Executive Committee changes
The Committee also discussed the Company’s
leadership requirements including assessing
the Executive Team’s capabilities and
development plans against the current
and future succession needs. In addition,
it reviewed the people strategy and talent
agenda more broadly to help in developing
a pipeline of potential future leaders.
Nathalie Gerschtein joined the Executive Team
in May 2025 as President, North America.
Carl Haney joined the Executive Team in
August 2025 as Chief R&D Officer.
In early 2026, we announced the evolution
of our operating model to support our Win as
One strategy. This included creating a Chief
Growth Officer role and a Chief Transformation
Officer position, and establishing six
Operating Units to enhance growth,
productivity and organisational agility. These
new roles, together with the Operating Unit
Presidents, will form part of the Haleon
Executive Team, details of which are available
on page 62.
Committee performance review
As part of the internal Board and Committee
performance review, the Committee was
assessed to be operating effectively, with
Director appointments and succession
planning and Board culture positively
highlighted. The Committee progressed all the
key areas of focus from the 2024 performance
review. A number of key areas were
highlighted for the Committee to consider
going forward and these form part of the 2026
action plan below. Succession planning and
talent development will remain areas of key
areas of focus for the Committee in 2026.
Committee action plan 2026
Action plan – area of focus
Succession planning for the Board and the
Executive Team.
Development and talent management for
Executive Team and senior management.
Board and Committee structures to
support longer-term succession.
Composition, time commitment and
independence
The Committee regularly reviews Board
composition to ensure it remains effective
and well balanced. In 2025, we assessed
the Board and Committees collective skills,
experience and composition and confirmed
that each Non-Executive Director continued to
Gender representation as at 5 March 2026
1
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (Chair, SID,
CEO and CFO)
Number in
executive
management
2
Percentage
of executive
management
Men
4
36%
3
10
62.5%
Women
7
64%
1
6
37.5%
Not specified/prefer not to say
—
—
—
—
—
Ethnicity representation as at 5 March 2026
1
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (Chair, SID,
CEO and CFO)
Number in
executive
management
2
Percentage
of executive
management
White British or other White
(including minority-white groups)
8
73%
3
13
81%
Mixed/Multiple Ethnic Groups
1
9%
—
—
—
Asian/Asian British
2
18%
1
3
19%
Black/African/Caribbean/Black British
—
—
—
—
—
Other ethnic group, including Arab
—
—
—
—
—
Not specified/prefer not to say
—
—
—
—
—
For the purposes of UKLR 6.6.6 (11), the data disclosed in these tables was compiled using information acquired through
the ‘Self-ID’ tool accessible to employees via the Company’s HR information system. Information relating to the Board was
provided on a voluntary basis.
1.
Data as at the latest practicable date of 5 March 2026.
2.
Executive management is defined as members of the Executive Team (including the CEO and CFO).
Information on the gender representation of the Executive Team and their direct reports is available on pages 37
and 62.
meet the required time commitment alongside
external roles. The Committee also supported
the Board in considering potential conflicts
of interest.
The Board maintains a strong independent
element, with more than half of its members
being Independent Non-Executive Directors,
in compliance with the UK Corporate
Governance Code.
The Committee actively oversees Board
representation, ensuring a balanced range of
experiences and skill sets while maintaining
our focus on merit-based appointments.
As at 5 March 2026, the Company met the
recommendations of the FTSE Women Leaders
Review on gender representation, and the
Parker Review objective on board ethnic
minority representation. The Board met and
exceeded the UK Listing Rules requirements in
respect of gender representation and ethnic
diversity. The adjacent tables provide the
information, required under the UK Listing
Rules in the mandatory format.
Corporate
Governance
77
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
—
Vesting schedule for Performance
Share Plan awards:
the current Policy
permits only a straight-line payout
from threshold to maximum
performance. The proposed Policy will
include the flexibility to set alternative
payout curves if considered
appropriate in future years.
As part of its review, the Committee
observed the continued evolution of
remuneration practices across the FTSE
30 since the introduction of Haleon’s
current Policy in 2023. The Committee
also noted changes in the relative
competitiveness of the CEO and CFO’s
arrangements during this period. In
considering these developments and
recognising the global talent markets in
which Haleon operates, the Committee
determined that the existing opportunity
levels remain appropriate for a company
of Haleon’s scale, operational footprint
and strategic ambitions. The Committee
will continue to review this positioning
over the forthcoming Policy period to
ensure the arrangements remain aligned
with strong governance principles,
support long-term value creation, and
reflect the interests of shareholders.
I would like to thank all shareholders
who engaged with the Committee and
provided valuable feedback on our
proposed Policy updates as well as on
the incentive measures and weightings
Their input has been instrumental in
shaping our approach to the Policy
and incentive design and ensuring
continued alignment with shareholder
expectations.
Letter from the Chair
This Report sets out details of the
outcome of the Committee’s review,
as well as an overview of the business
performance and the corresponding
incentive payments for 2025 and how we
intend to apply our proposed new policy
in 2026.
2026 Directors’ Remuneration Policy
Haleon’s Policy was first put to vote at
the 2023 AGM following our demerger in
July 2022, and the Committee is pleased
that it has operated as intended over the
subsequent period. Having conducted
a thorough review of the Policy against
Haleon’s strategic objectives as well as
considering external market practice,
the Committee agreed that the current
overall remuneration structure remains
appropriate to support the delivery of
the commitments made at our Capital
Markets Day in May 2025, as well as
continuing to support the attraction
and retention of top tier talent.
Accordingly, only minor changes are
proposed for 2026, as follows:
—
AIP deferral:
the standard bonus
deferral rate will remain at 50% of
any bonus earned for three years.
However, where an Executive Director
meets their shareholding requirement,
the deferral requirement will be
removed such that the bonus is
delivered wholly in cash. This change
is aligned with emerging market
practice following the update to the
Investment Association’s guidance.
Stringent malus and clawback
provisions will remain in place to
protect the best interests of the
Company and shareholders.
Implementation of the Policy
in 2026
Alongside the Policy review, the
Committee considered the selection of
performance measures for the Annual
Incentive Plan (AIP) and Performance
Share Plan (PSP) for 2026, in the context
of our Win As One strategy. Following
shareholder engagement, we determined
that the AIP and PSP measures used in
2025 remain appropriate for the next
performance periods. However, in order
to strengthen focus on growth, the 2026
AIP weightings will change from 40% to
50% on organic revenue growth and from
40% to 30% on organic operating profit
growth. The IBOs weighting will remain
unchanged at 20%. A summary of 2026
AIP and PSP measures and their strategic
link is provided on page 88. The
Committee retains flexibility to review
these measures for each cycle to further
reward long-term sustainable growth
in shareholder value.
Our approach to executive
remuneration is designed to drive
sustainable, above-market growth
and attractive returns, while
embedding responsible business
practices at the heart of everything
we do. The Committee remains
committed to transparent, rigorous
performance measures that align
incentives with Haleon’s long-term
strategic priorities. The Committee
continues to monitor the alignment
of our ESG qualifier, ensuring that
our remuneration practices support
Haleon’s values and responsible
business commitments.
Further information about the
measures
and targets
linked to incentive awards is
provided on pages 94–97.
On behalf of the Board, I am
pleased to present the Directors’
Remuneration Report for Haleon plc
for the year ended 31 December 2025.
This year, a key area of focus for the
Remuneration Committee was a
thorough review of our Directors’
Remuneration Policy which we are
required to renew at our 2026 AGM.
Tracy Clarke
Chair
Directors’
Remuneration Report
78
Haleon
Annual Report and Form 20-F 2025
The Committee is satisfied that the
vesting outcome is reflective of broader
underlying business performance over
the three years, in particular the
substantial deleveraging achieved, and
that plans to meet Haleon’s responsible
business commitments are on track.
2025 was the last year when the ESG
qualifier included a recycle-ready
packaging threshold, aligned to our
external commitment to develop
solutions for all packaging to be
recycle-ready by end 2025, where
safety, quality and regulations permit.
Our 2025 ambition has been successfully
achieved. Given this, and as previously
communicated, from 2026 our
sustainable packaging ESG qualifier
switches to focus on our goal to reduce
our use of virgin petroleum-based
plastic, aligned to our external
commitment to reduce our use of
virgin plastic by a third by 2030 vs
our 2022 baseline.
The Committee is satisfied that the
outcomes under the AIP and PSP reflect
the Company’s performance over the
respective periods and are aligned
with the experience of our shareholders.
For reference, our share price remained
broadly flat over 2025 and grew at c.5%
p.a. over 2023–2025. No discretion has
been applied to the final payouts.
Full details of the
2025 remuneration
paid to the Directors and the basis for its
determination are set out on pages 93–96.
Remuneration and workforce
alignment
For the year ended 31 December 2025,
the CEO pay ratio was 76:1, reflecting
both the outcomes of our performance
based incentive plans and the salary
increases awarded across the
organisation. This ratio is consistent
with FTSE 100 norms. The Committee
will continue to monitor this ratio and
broader pay equity trends, ensuring
our remuneration practices support
Haleon’s values and culture.
After careful consideration of workforce
remuneration, inflation, and market
trends, the Committee approved a 3.2%
salary increase for Executive Directors,
mirroring the average increase awarded
to UK employees. This ensures fairness
and consistency across the organisation.
The Committee also approved the fee
level for our new Chair, Vindi Banga,
set at a level in line with the previous
incumbent. The 2026 base fees for the
Chair and Non-Executive Directors will
increase by 3.2%. All increases will take
place from 1 April 2026.
AGM and shareholder engagement
The Committee was pleased with the
strong support received for our 2024
Directors’ Remuneration Report (98.7%
votes in favour). In November 2025,
I wrote to our largest shareholders to
inform them of the planned changes
to the Directors’ Remuneration Policy
and the 2026 AIP and PSP performance
measures. I am very grateful for the
support and valuable comments that
we have received. We hope to maintain
the strong shareholder support which
was received for our current Directors’
Remuneration Policy at the 2023 AGM
(approval vote: 98.19%) as we put our
Policy to vote in 2026.
Rewarding 2025 performance
During 2025, Haleon made meaningful
progress across all aspects of our
strategy. Despite a softer consumer
and customer environment, with global
category growth falling below historic
averages, we delivered good financial
results. Organic revenue growth was
achieved at 3.0% and organic operating
profit growth was achieved at 10.5%.
This resulted in the overall outcome
under the financial measures of the 2025
Annual Incentive Plan (AIP) of 44% of
the maximum opportunity, and a below
target outcome of 88%. This outcome
is aligned with the wider workforce on
the same global financial measures.
Individual AIP outcomes for Executive
Directors, including performance against
the Individual Business Objectives
(IBOs), are 47.7% of maximum for the
CEO and 46.9% of maximum for the CFO.
The Haleon Performance Share Plan
(PSP) awards granted in 2023 will vest
in March 2026, by reference to the
performance period ended on
31 December 2025. The outcome for
these awards was 82% of maximum
based on performance against the
cumulative free cash flow and net debt/
adjusted EBITDA targets. This outcome
includes an adjustment to exclude the
impact of a change in the Company’s
dividend policy. As the payment of
higher dividends was considered to be
in the best interests of shareholders and
was not anticipated at the time targets
were set, the Committee determined that
it was appropriate to exclude the impact
of this change from the vesting outcome.
I am confident that the new Policy, and
our approach to its implementation in
2026, will continue to support value
delivery to shareholders and enable
Haleon to attract and retain high-calibre
talent. The Committee remains
committed to transparent, responsible
remuneration practices and welcomes
ongoing feedback from shareholders
ahead of the 2026 AGM.
Corporate
Governance
79
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Key duties and responsibilities
The Remuneration Committee’s principal
responsibilities are:
— Making recommendations to the Board
on remuneration principles and policy
applied to the Executive Directors.
— Setting, reviewing and approving
individual remuneration arrangements
for the Chair, Executive Directors,
senior leadership and the Company
Secretary.
— Designing remuneration policies and
practices that support the Company’s
strategy and promote its long-term
sustainable success.
— Ensuring that performance conditions
are transparent, stretching and
rigorously applied.
— Enabling the use of discretion
over outcomes and recovery and
withholding of awards where the
Committee deems this to be
appropriate.
— Making recommendations to the Board
concerning the introduction of new
share incentive plans which require
Board or shareholder approval.
— Reviewing employee remuneration and
key related policies, and the alignment
of incentives and rewards with the
Company’s culture, and taking these
into account when determining the
policy for executive remuneration.
Directors’ Remuneration Report
continued
Membership and meetings
The Committee comprises solely
Independent Non-Executive Directors.
Details are set out on pages 60 and 61,
together with attendance for the year on
page 64. The Chair, CEO, Chief Human
Resources Officer, Global Head of
Reward and a representative from the
independent remuneration adviser (PwC)
attend meetings on a regular basis.
Other attendees are invited to meetings
as appropriate. The Committee also
meets without management present.
No Directors or executives are present
when their own remuneration is
discussed nor involved in determining
their own remuneration.
As part of the Board and Committee
performance review, the Committee was
assessed to be operating effectively. The
Committee progressed all the key areas
of focus from the 2025 performance
review. The 2026 action plan is below:
Committee action plan 2026
2026 Action plan
Continue oversight and focus on key areas
of the Committee’s remit
Review executive remuneration measures,
weightings and targets in long-term plans
to reflect the value creation framework
Focus on effectiveness and transparency
of disclosures and reporting
Committee activities
Executive remuneration
and incentive plans
—
Approving the 2024 AIP outcome and the 2022 PSP awards vesting outcome.
—
Approving the 2025 AIP and PSP targets, including the IBOs.
—
Approving the 2026 AIP and PSP measures.
—
Approving 2025 and 2026 remuneration arrangements for the members of the
Executive Team, including the Executive Directors, and the Company Secretary.
—
Reviewing the Directors’ Remuneration Policy and the competitive pay positioning
of the Executive Directors.
Stakeholder engagement
—
Considering shareholder feedback on the 2024 Directors’ Remuneration Report and
the outcomes of the 2025 AGM.
—
Considering and approving the 2025 shareholder engagement timeline and materials.
—
Engaging with shareholders to discuss changes proposed to the Policy.
—
Discussing the workforce remuneration arrangements.
Governance
—
Approving the final 2024 and draft 2025 Directors’ Remuneration Reports.
—
Approving the remuneration arrangements for the incoming and outgoing members
of the Executive Team.
—
Approving the 2025 schedule of business.
—
Reviewing potential level of dilution resulting from operation of share plans.
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Annual Report and Form 20-F 2025
Remuneration
at a glance
The current Directors’ Remuneration
Policy (approved at the 2023 AGM)
will apply until the 2026 AGM. The
Committee is comfortable that the Policy
operated as intended during 2025 and
that the 2025 remuneration paid to
Directors as set out below and within
the Annual Report on Remuneration,
was appropriate.
As set out in the Letter from the Chair
of the Remuneration Committee, a new
Policy is being put forward at our 2026
AGM. Only minor changes are proposed,
primarily to our approach to bonus
deferral where the share ownership
requirements are met.
The new
Directors’ Remuneration Policy
is set out on pages 84–92.
Summary of the application of the Directors’ Remuneration Policy in 2025 and 2026
Element
2025
2026
2027
2028
2029
2030
Application for 2025
Application for 2026 (in line with the new Policy)
Base Salary
2025 base salaries:
—
CEO: £1,351,969
—
CFO: £755,550
2026 base salaries:
—
CEO: £1,395,232 (+3.2%)
—
CFO: £779,728 (+3.2%)
Benefits
Benefits operated in line
with the Policy
Benefits will operate in line
with the Policy
Pension
arrangements
Employer contributions:
—
CEO: 7% of salary
—
CFO: 7% of salary
No change
Annual
Incentive Plan
(AIP)
Deferral period
Maximum AIP opportunities:
—
CEO: 200% of salary
—
CFO: 200% of salary
No change to AIP opportunities.
2025 performance measures:
—
40% Organic revenue growth
—
40% Organic operating profit growth
—
20% IBOs
2026 performance measures:
—
50% Organic revenue growth
—
30% Organic operating profit growth
—
20% IBOs
50% of any AIP earned is
deferred for three years
50% of any AIP earned is deferred for
three years, until the share ownership
requirement is met
Performance
Share Plan
(PSP)
Vesting period
Holding period
PSP award levels:
—
CEO: 450% of salary
—
CFO: 350% of salary
No change to PSP award levels
2025 performance measures:
—
50% Cumulative free cash flow
—
30% Adjusted diluted EPS growth
—
20% Organic operating margin
improvement
—
ESG qualifier
No change to 2026 performance
measures or ESG qualifier
Share ownership
requirements
Share ownership requirements:
—
CEO: 450% of salary
—
CFO: 350% of salary
No change
Corporate
Governance
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Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
What performance means for Executive Directors’ pay in 2025
At Haleon, remuneration packages are designed to ensure strong alignment between pay and
performance. The Committee considers performance to have been appropriately reflected in the
incentive outcomes, as set out in the Annual Report on Remuneration from page 93.
At a Glance – Executive Director remuneration elements
Salary
Pension and
other benefits
Annual
Incentive Plan
Bonus may be
deferred into
shares for three
years
Performance
Share Plan
Long Term
Variable
Short Term
Fixed
+
+
+
+
=
Total
remuneration
2025 AIP outcome
The AIP outcomes were 47.7% of maximum for the CEO and 46.9% of maximum for the CFO.
46.9%
47.7%
CEO
CFO
2023–25 PSP vesting outcome
2023–25 Haleon PSP awards will vest in March 2026 at 82% of maximum, in line with
performance against the cumulative free cash flow, net debt/adjusted EBITDA targets and
ESG qualifier.
82%
82%
CEO
CFO
Note:
Dawn Allen, Chief Financial Officer, joined Haleon in November 2024 and was granted a buyout award vesting in
June 2026 linked to the 2023-25 PSP performance conditions.
2025 remuneration received by Executive Directors
The charts below show the potential maximum levels of remuneration which could be received by
the CEO and the CFO under the Policy, as well as actual remuneration received in respect of 2025.
19%
16%
65%
15%
27%
58%
31%
£8,230,000
£10,152,000
52%
£3,056,000
£4,900,000
17%
27%
23%
50%
CEO Actual
CEO Maximum
CFO Actual
CFO Maximum
Fixed pay
Annual Incentive Plan (AIP)
Performance Share Plan (PSP)/buyout
Note:
CFO Actual includes buyout awards disclosed in the 2025 single figure table.
Shareholding of Executive Directors compared to requirements
Current
shareholding
Shareholding
requirement
CEO
Current
shareholding
Shareholding
requirement
CFO
450%
350%
490%
91%
Shares held as % of salary (actual, incl. beneficially owned shares and unvested DABP shares net-of-tax)
Shares held as % of salary (requirement)
Malus and clawback
The Committee may apply malus and clawback any time prior to the second anniversary of the
date the cash element of an annual bonus is paid, or a share award vests. These periods have
been determined to provide a reasonable time period to identify and remediate any relevant
trigger events and broadly align with the post-vesting holding period and bonus deferral period.
The Committee may invoke the malus and clawback policy provisions in circumstances such as a
material misstatement of results; a failure of risk management resulting in material financial loss;
an error or material misstatement which results in an overpayment (such as in the assessment
of performance); a corporate failure of the Company; employee misconduct; or material
reputational damage to the Company. The Company also operates a mandatory clawback policy
that complies with the US Securities and Exchange Commission (SEC) requirements. In 2025
malus and clawback provisions were not used to reduce or recoup awards.
Directors’ Remuneration Report
continued
82
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Annual Report and Form 20-F 2025
Link between incentive measures and strategy
A combination of financial and non-financial measures have been chosen to ensure that executive remuneration is aligned with the key performance indicators (KPIs) used by the business to monitor
performance against our strategic priorities. The table below sets out the incentive measures and weightings used in the 2025 AIP and 2025-27 PSP:
KPI
Weight
AIP
PSP
Alignment to strategy
Organic revenue growth
40%
Key measure of growth
Organic operating profit growth
40%
Driving strong operating margin
Free cash flow
50%
A strategic KPI which provides the business with capacity to invest in the business, pay down debt and make
shareholder returns.
Adjusted diluted earnings per share
30%
In the 2023 Annual Report we announced that from 2024 we will focus on adjusted diluted EPS growth at
constant currency to ensure value creation across the business.
Organic operating margin improvement
20%
A focus on profitability, highlighting the importance of achieving margin improvement alongside top-line growth.
Carbon reduction
NA, qualifier
A commitment to reduce our net Scope 1 and 2 carbon emissions by 100%, vs our 2020 baseline by 2030.
Virgin petroleum-based packaging reduction
NA, qualifier
A commitment to reduce our use of virgin petroleum-based plastic by 10% by 2025, and a third by 2030, vs our
2022 baseline.
Note:
The 2023–25 PSP ESG qualifier included a measure based on recycle-ready packaging. From the 2024–26 PSP awards this was replaced by the measure based on reduction in virgin petroleum-based packaging as the external commitment on recycle-
ready packaging runs to end of 2025.
Further details of the performance measures for the 2025 AIP and PSP awards, and how they are aligned with the Company’s strategy and the creation of shareholder value, are set out on pages 94–96 of the
Directors’ Remuneration Report. 2026 AIP and PSP performance measures aligned with the 2026 strategic KPIs are set out on pages 88, and 95–97 of this Directors’ Remuneration Report.
Corporate
Governance
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Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Directors’ Remuneration Policy
This section sets outs the Directors’ Remuneration Policy (Policy) proposed for shareholders’ approval at the 2026 AGM.
Subject to receiving shareholder approval, the Policy is intended to apply immediately from the 2026 AGM for three years to the end of the 2029 AGM. The Committee reserves the right to seek
shareholders’ approval for a new policy during this period, depending on regulatory developments, changes to our strategy or competitive pressures.
The Policy can be found on the Company’s website:
www.haleon.com
.
Summary of changes to the Directors’ Remuneration Policy
Remuneration
element
Summary of proposed Policy changes
Annual Incentive
Plan – deferral
The standard bonus deferral rate will remain at 50% of any bonus earned for three years. However, where an Executive Director meets their shareholding requirement, the deferral
requirement will be removed such that the bonus is delivered wholly in cash.
This change is aligned with emerging market practice following the update to the Investment Association’s guidance.
The Committee considered the strength of our Malus and clawback policy when approving this proposed change. Following a thorough assessment, it was determined that our policy
adheres to the expectations set out in the UK Corporate Governance Code as well as industry best practice and is suitably robust. This includes requiring both the CEO and CFO to formally
acknowledge and accept the terms of the Malus and clawback policy with each share award grant. In addition, having run scenario analysis the Committee determined that the proposals
result in only a moderate change in the value subject to malus or clawback.
Under the proposed Policy, deferred bonus awards will normally be granted over shares.
However, the Policy permits deferred bonuses to be paid wholly in cash in respect of former
Directors where awards are made after their termination date, or in exceptional circumstances.
Performance
Share Plan
The current Policy permits only a straight-line payout from threshold to maximum performance. The proposed Policy will include the flexibility to set alternative payout curves if considered
appropriate in future years.
Directors’ Remuneration Policy table
Fixed pay
Element
Base salary
Purpose and link
to strategy
To attract, retain and develop key talent by being market competitive and rewarding ongoing contribution to role.
Operation
Base salaries for Executive Directors are set at a level appropriate to secure and retain the high calibre individuals needed to deliver Haleon’s strategic priorities.
The individual’s role, experience and performance, and independently sourced data for relevant comparator groups, will be considered when determining salary levels.
In line with market practice, the Committee will review Executive Directors’ base salaries annually.
Should a new Executive Director have a base salary set below the previous incumbent’s level or below market level, the Committee reserves the right to make phased increases, which may be
above the wider employee level, subject to the individual’s development in role.
Opportunity
There is no formal maximum limit and, ordinarily, salary increases will be broadly in line with the average increases for wider Haleon employees. However, increases may be higher to reflect
a change in the scope of an individual’s role, responsibilities or experience. Salary adjustments may also reflect wider market conditions in the geography in which an individual operates.
Directors’ Remuneration Report
continued
84
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Annual Report and Form 20-F 2025
Element
Benefits
Purpose and link
to strategy
To provide market-competitive and cost-effective benefits.
Operation
Executive Directors are eligible to receive benefits in line with the policy for other employees which may vary by location. These may include, but are not limited to:
—
private healthcare (including eligibility for the Executive Director’s spouse or partner and eligible dependent children);
—
life assurance/death in service benefit;
—
membership of a Group Income Protection plan;
—
personal tax and financial planning;
—
Directors’ and Officers’ liability insurance maintained by the Company; and
—
any contractual post-retirement benefits.
Executive Directors can be entitled to a car travel benefit or car allowance and home security services. Other benefits include expenses properly incurred in the ordinary course of business,
which are deemed to be taxable benefits on the individual. They also benefit from the indemnity provided by the Company in the form provided to all Directors. Executive Directors in the UK
are also eligible to participate in any all-employee share schemes established by the Group, on the same terms as other employees.
In line with the policy for other employees, Executive Directors may be eligible to receive overseas relocation allowances and international transfer-related benefits when appropriate.
The Company covers any associated tax and social security contributions due on selected benefits.
Opportunity
There is no formal maximum. Benefit provision is tailored to reflect market practice in the geography in which the Executive Director is based, and different policies may apply if current or
future Executive Directors are based in a different country.
Pension
Purpose and link
to strategy
To provide cost-effective, market-competitive post-retirement benefits.
Operation
The approach to pension arrangements for Executive Directors is in line with the broader workforce.
Executive Directors are eligible to participate in the Group’s defined contribution pension plan or receive a cash allowance in lieu of employer’s pension contribution.
Opportunity
In the UK, employees contribute a core amount equal to 2% of their base salary. The Company contributes a core amount equal to 7% of their base salary and matches additional employee
contributions up to 3% of their base salary.
To the extent that any relevant cap on tax-advantaged contributions applies, or where the Executive Director does not participate in the Haleon pension plan, the proportion of the
Company’s contribution of 7% of base salary not paid into that pension plan is paid to that Executive Director as a cash allowance.
The maximum opportunity may change over time if the rate provided to the majority of the wider UK employee population changes.
Fixed pay continued
Corporate
Governance
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Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Variable pay
Element
Annual Incentive Plan (AIP)
Purpose and link
to strategy
To incentivise and recognise execution of the business strategy on an annual basis.
Operation
Performance measures, weightings and targets are set annually by the Remuneration Committee.
Appropriately stretching targets are set by reference to the business plan and historical and projected performance for the Company. The level of award is determined with reference to
Haleon’s overall financial and strategic performance and individual performance.
Executive Directors are required to defer 50% of any bonus earned, normally into an award over Haleon Shares or Haleon ADSs under the Haleon plc Deferred Annual Bonus Plan (DABP), which
will normally vest on the third anniversary of grant, subject to continued employment. Mandatory bonus deferral will no longer apply once the share ownership requirement has been met.
DABP awards are eligible for dividend equivalent payments in respect of dividends that would have been paid on the shares or ADSs up to the date the awards vest.
The Remuneration Committee may apply judgement in making appropriate adjustments to bonus outcomes (either up or down) to ensure they reflect underlying business performance.
The proportion of any bonus satisfied in cash will be subject to the malus and clawback provisions.
The period during which any cash award may be recovered will be two years from the date the relevant bonus is paid. The proportion of any bonus deferred into a DABP award will be subject
to the leaver and malus and clawback provisions (see ‘Payment for loss of office’ and ‘Malus and clawback’ sections).
Normally, 25% of the maximum bonus will be payable for threshold performance and 50% of the maximum bonus will be payable for on-target performance.
Opportunity
The maximum bonus opportunities for outstanding performance are 200% of salary.
Performance
measures
Performance measures are based on a combination of financial targets (at least 50% of the AIP) and individual business objectives, with the weighting of measures determined by the
Remuneration Committee each year according to business priorities. Performance is measured over one year.
Performance Share Plan (PSP)
Purpose and link
to strategy
To incentivise and recognise delivery of longer-term business priorities, financial growth and increases in shareholder value.
Operation
Under the PSP, awards may be granted in the form of conditional share awards or nil-cost options.
These awards to Executive Directors are subject to performance conditions set by the Remuneration Committee. Awards are granted annually to Executive Directors under the PSP and
normally have a three-year performance period and a further post-vesting two-year holding period.
The Remuneration Committee may adjust the formulaic vesting outcome (either up or down) to ensure that the overall outcome reflects underlying business performance over the vesting period.
Awards are eligible for dividend equivalent payments in respect of dividends that would have been paid on the shares or ADSs that vest under the PSP awards up to the date the awards vest.
Awards will be subject to the leaver and malus and clawback provisions (see ‘Payment for loss of office’ and ‘Malus and clawback’ sections below).
Normally, 25% of the award will vest if threshold level of performance is achieved. Normally, straight-line interpolation is applied for performance between threshold and maximum.
The Committee has flexibility to determine the profile of the payout curve for each award.
Opportunity
The normal maximum awards that may be granted under the PSP in respect of any financial year are 450% of salary for the CEO and 350% of salary for the CFO.
Performance
measures
Performance may be assessed against a combination of financial (at least 50%) and non-financial (including strategic and/or ESG-related) measures which are aligned to the Company’s
strategic plan.
The Remuneration Committee has discretion to amend the performance measures in exceptional circumstances if it considers it appropriate to do so, e.g. in cases of accounting policy
changes, merger and acquisition activities or disposals. Any such amendments would be fully disclosed and explained in the following year’s Annual Report on Remuneration.
Directors’ Remuneration Report
continued
86
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Annual Report and Form 20-F 2025
Share ownership requirements
Element
Purpose and link
to strategy
To align Executive Directors’ interests with those of shareholders.
Operation
Executive Directors are required, subject to personal circumstances, to build and maintain significant holdings of shares in the Company over time. The requirements for the CEO and CFO are
450% and 350% of salary respectively.
Until the relevant share ownership requirements have been met, Executive Directors are required to hold all Haleon shares acquired under the PSP and/or DABP (net of income tax and
National Insurance contributions).
Executive Directors are required to comply with shareholding requirements for two years after departure, at a level equal to the lower of their shareholding requirement immediately prior to
departure or their actual shareholding on departure. During this period, former Directors will be required to seek permission to deal from the Company Secretary, to ensure they comply with
the requirement. In addition, the Company will collect annual affirmations from former Directors subject to the shareholding requirement to confirm that they remain compliant.
Malus and clawback
Element
Purpose and link
to strategy
To align Executive Directors’ interests with those of shareholders and prevent payment for failure.
Operation
The Committee may apply malus and clawback at any time prior to the second anniversary of the date the cash element of an annual bonus is paid, or a share award vests.
The Committee may only invoke these malus and clawback provisions in accordance with the Haleon malus and clawback policy from time to time, in circumstances such as a material
misstatement of results; a failure of risk management resulting in material financial loss; an error or material misstatement which results in an overpayment (such as in the assessment of
performance); a corporate failure of the Company; employee misconduct; or material reputational damage to the Company.
Corporate
Governance
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Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Notes to the policy table
Approach to selecting performance measures
Performance targets are set to be stretching, yet achievable, and take into account the
Company’s strategic priorities and business environment. The Committee sets targets based on
a range of reference points including the business plan, analysts’ consensus and historical and
projected performance for the Company. A combination of financial and non-financial measures
has been chosen to ensure that executive remuneration is aligned with the key performance
indicators we use as a business to monitor performance against our strategic priorities. The table
below sets out incentive measures and weightings used in 2026:
KPI
Weight
AIP
PSP
Alignment to strategy
Organic revenue growth
50%
Key measure of growth
Organic operating
profit growth
30%
Driving strong operating margin
Free cash flow
50%
A strategic KPI which provides the business with
capacity to invest in the business, pay down debt
and make shareholder returns.
Adjusted diluted
earnings per share
30%
In the 2023 Annual Report we announced that from
2024 we will focus on adjusted diluted EPS growth
at constant currency to ensure value creation across
the business.
Organic operating
margin improvement
20%
A focus on profitability, highlighting the importance
of achieving margin improvement alongside top-line
growth.
Carbon reduction
NA,
qualifier
A commitment to reduce our net Scope 1 and 2
carbon emissions by 100%, vs our 2020 baseline
by 2030.
Virgin petroleum-based
packaging reduction
NA,
qualifier
A commitment to reduce our use of virgin
petroleum-based plastic by 10% by 2025, and a
third by 2030, vs our 2022 baseline.
Note
The 2023–25 PSP ESG qualifier included a measure based on recycle-ready packaging. From the 2024–26 PSP awards this
was replaced by the measure based on reduction in virgin petroleum-based packaging as the external commitment on
recycle-ready packaging runs to end of 2025.
Further details of the performance measures under the 2025 and 2026 AIP and PSP awards, and
how they are aligned with Company strategy and the creation of shareholder value, are set out
on pages 94 to 97 of this Directors’ Remuneration Report.
Differences in policy from the wider employee population
The structure of the reward package for the wider employee population is based on the
principle that it should be sufficient to attract and retain the best talent and be competitive
within our broader industry, remunerating employees for their contribution linked to our holistic
performance. It is driven by local market practice as well as level of seniority and accountability,
reflecting the global nature of Haleon’s business.
There is clear alignment in the pay structures for Executives and the wider employee population,
in the way that remuneration principles are followed as well as the mechanics of the salary
review process and incentive plan design, which are broadly consistent throughout the
organisation. Most of the performance measures under the AIP and the PSP are the same for
Executives and other eligible employees. Under Haleon’s policies, there is a strong focus on
performance-based incentives, with appropriate levels of differentiation to ensure that reward
is invested in the talent that will make the biggest contribution to the execution of Haleon’s
strategy. Where possible, the Company also encourages employee share ownership through
a number of share plans that allow employees to benefit from the Company’s success.
The remuneration approach for Executive Directors is consistent with the reward package for
members of the Executive Team and the senior management population. Generally speaking,
a much higher proportion of total remuneration for Executive Directors is linked to business
performance, compared to the rest of the employee population, so that remuneration will
increase or decrease in line with business performance and to align the interests of Executive
Directors and shareholders.
Consideration of employment conditions elsewhere in the Company
The Committee, along with setting the remuneration packages of Executive Directors, also
has purview over the reward arrangements of the wider employee population. Although the
Committee did not specifically consult employees when setting policy, employment conditions
and remuneration arrangements applicable for the wider employee population are taken
into account by the Committee when making decisions on executive remuneration (including
workforce salary increases and bonus outcome). The Committee also considers the CEO pay
ratio and the Haleon UK gender pay gap.
Directors’ Remuneration Report
continued
88
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Annual Report and Form 20-F 2025
Projected total remuneration scenarios
The charts below illustrate scenarios for the projected total remuneration of Executive Directors
at four different levels of performance: minimum, target, maximum, and maximum including
assumed share price appreciation of 50%. The impact of potential share price movements is
excluded from the other three scenarios. These charts reflect projected remuneration for the
2026 financial year.
100%
£1,628,000
23%
20%
15%
26%
12%
20%
68%
57%
59%
£6,947,000
£10,697,000
£13,836,000
Minimum
CEO
Target
Maximum
Maximum including
share price growth
100%
£867,000
26%
23%
17%
30%
13%
24%
51%
53%
63%
£3,353,000
£5,156,000
£6,520,000
Minimum
CFO
Target
Maximum
Maximum including
share price growth
Fixed pay
AIP
PSP
Basis of calculation and assumptions:
— The ‘Minimum’ scenario shows fixed remuneration only, i.e. base salary applicable from 1 April
2026, total value of taxable benefits for 2025, and the pension benefits to be accrued over
the year ending 31 December 2026. These are the only elements of the Executive Directors’
remuneration packages that are not subject to performance conditions.
— The ‘Target’ scenario shows fixed remuneration as above, plus a target payout under the
AIP (50% of the maximum annual bonus) and mid-point performance vesting for long-term
incentive awards at 62.5% of the maximum award.
— The ‘Maximum’ scenario reflects fixed remuneration, plus full payout of annual and long-term
incentives.
— The ‘Maximum including share price growth’ scenario reflects fixed remuneration, plus full
payout of annual and long-term incentives, including for the latter an assumed 50% share
price appreciation over the performance period.
Consideration of shareholder views
The Committee greatly values the continued dialogue with Haleon’s shareholders and regularly
engages with shareholders and representative bodies to take their views into account when
setting and implementing the Company’s remuneration policies.
In 2025, the Committee Chair reached out to the Company’s 20 largest shareholders to discuss
proposed changes to the Directors’ Remuneration Policy and proposed 2026 incentive measures.
Feedback provided by shareholders was considered by the Committee at its regular meetings
and was taken into account in discussions on the 2025 and 2026 remuneration arrangements.
The majority of our shareholders were supportive of the Company’s proposed approach to pay,
and the Committee will continue to review this Policy to ensure it is fit for purpose. The
Committee will consult major shareholders before making significant changes to the Policy.
Annual shareholder engagement process
June-July
Committee review and determination of potential changes to policy or remuneration
design.
September-December
Letter sent to major shareholders and proxy agencies setting out proposed
amendments under consideration.
September-February
Consultation with major shareholders and proxy agencies on proposals. Committee
discuss and agree final proposals.
February-March
Letter sent to major shareholders and proxy agencies to explain how feedback was
considered, and setting out final proposals.
March-May
Annual Report, containing a description of any changes, is published, and a voting
resolution put to shareholder vote at the AGM.
Corporate
Governance
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Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Recruitment policy
The remuneration package of new Executive Directors (both external hires and internal promotions) will be determined on a case-by-case basis, in line with the provisions of this Directors’
Remuneration Policy.
Element
Approach
Fixed pay
Base salaries of new Executive Directors will be determined by the individuals’ role, experience, their existing remuneration package and independently sourced data for relevant
comparator groups.
Pension and benefits will be set in line with the policy in force for other Executive Directors. The Company may provide relocation support where appropriate.
AIP
The structure described in the Policy for other Executive Directors will apply to new appointees with the relevant maximum opportunity.
PSP
New appointees will be granted awards under the PSP on the same terms as other Executive Directors, as described in the Policy. The maximum level of award that may be offered
for the year of recruitment is in line with the maximum award under the Policy.
Buyout
The Committee is mindful of the sensitivity relating to recruitment packages and, in particular, the ‘buying out’ of rights relating to previous employment.
The intent is to seek to minimise such arrangements. However, in certain circumstances, the Committee may determine that such arrangements are in the best interests of the
Company and its shareholders, and such arrangements will, where possible, be on a like-for-like basis with the forfeited remuneration terms.
In doing so, the Committee will consider relevant factors including any performance conditions attached to these awards and the likelihood of those conditions being met. The aim
of any such award would be to ensure that as far as possible, the expected value and the structure of the award will be no more generous than the amount forfeited.
The Committee retains the discretion to rely on the exemption under the UK Listing Rule 9.3.2R to make such an award, or to utilise any other incentive plan operated by the Group.
For the avoidance of doubt, buyout awards will be excluded from the maximum incentive opportunities stated above.
Other elements
The Committee reserves the right to make any remuneration payments notwithstanding that they are not in line with the policy set out above, where the terms of the payment were
agreed at a time when the relevant individual was not a Director of the Company, or under a prior approved policy and, in the opinion of the Committee, the payment was not in
consideration of the individual becoming a Director of the Company.
For an overseas appointment, the Committee will have discretion to offer cost-effective benefits and pension provisions which reflect local market practice and relevant legislation.
Payment for loss of office
Element
Approach
Fixed pay
The Company’s policy is that Executive Directors’ service contracts will not require the Company to give an executive more than 12 months’ notice without prior shareholder
approval. In the event of termination, the Executive Directors’ service agreements provide for payments of base salary, pensions and benefits over the notice period or for immediate
termination on making a payment (or phased payments) in lieu of notice equivalent to base salary only for the notice period (or the remainder of such period). The Company will have
regard to the need to mitigate the costs for the Company, such that payments would be reduced or cease if departing Executive Directors secure alternative paid employment during
the notice period.
Notice (or payment in lieu) will not be payable in certain circumstances, including where an Executive Director is guilty of (i) wilfully neglecting their duties, or (ii) committing any
serious or persistent breach of their service agreement or (iii) gross misconduct.
AIP
There is no contractual right to any bonus in the event of a notice of termination being given or received on or before the date on which the bonus would otherwise have been paid,
although the Remuneration Committee may exercise its discretion to pay such a bonus, taking into account the time worked in the performance year and based on the individual’s
contribution.
PSP
There is no contractual right to any long-term incentive award in the event of a notice of termination being given or received on or before the date on which the long-term incentive
award would have been made, although the Remuneration Committee may exercise its discretion to make such an award, taking into account the time worked in the performance
period and based on the individual’s contribution.
Directors’ Remuneration Report
continued
90
Haleon
Annual Report and Form 20-F 2025
Element
Approach
Unvested DABP awards
A DABP award will vest in full on the normal vesting date as if the participant had not ceased to be an employee or Director unless the Committee determines that the DABP award
will vest in its entirety on a different date.
If a participant leaves for gross misconduct or is summarily dismissed, any DABP awards they hold will immediately lapse.
Unvested PSP awards
PSP awards are governed by the plan rules.
An unvested PSP award will usually lapse when a participant ceases to be an employee or Director.
If, however, a participant ceases to be an employee or Director because of their death, ill-health, injury, disability, redundancy, retirement, the sale of the participant’s employing
company or business out of the Company or in other circumstances at the discretion of the Committee (i.e. they leave as a ‘good leaver’), their PSP award will normally continue to
vest (and be released) on the date when it would have vested (and been released) if they had not ceased to be an employee or Director subject to pro-rating for time, unless the
Committee determines otherwise.
The extent to which PSP awards vest in these circumstances will be determined by the Committee, taking into account the satisfaction of any performance conditions applicable to
PSP awards measured over the original performance period.
The Committee retains discretion, however, to allow the PSP award to vest (and be released) on the individual’s cessation of office or employment or such other date as it decides,
taking into account any applicable performance conditions measured up to such point as it decides. Unless the Committee decides otherwise, the extent to which a PSP award vests
will also take into account the proportion of the performance period (or, in the case of a PSP award not subject to performance conditions, the vesting period) which has elapsed on
the cessation.
If a participant ceases to be an employee or Director during a holding period in respect of a PSP award their PSP award will normally be released at the end of the holding period.
Post-departure benefits
Executive Directors can be provided certain benefits after departure for those who depart under good leaver provisions, in accordance with the terms of the policy.
Benefits may include, but are not limited to, medical coverage, home security, tax return preparation assistance and legal expenses.
Other
Awards under the all-employee share plans will be treated in line with the plan rules.
Where an Executive Director has been relocated as part of their employment, the Committee retains the discretion to pay the repatriation costs. This may include, but is not restricted
to, airfare, accommodation, shipment, storage, utilities, and any tax and social security that may be due in respect of such benefits.
Except in the case of gross misconduct or resignation, an Executive Director may also receive reasonable retirement gifts.
The Committee retains the discretion to make payments (including professional and outplacement fees) in connection with an Executive Director’s cessation of office or employment.
This may include payments that are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement of
any claim arising in connection with the cessation of that Executive Director’s office or employment.
Change of control
In the event of a change of control, outstanding awards will be treated in line with the provisions set out in the respective plan rules.
Payment for loss of office
continued
Corporate
Governance
91
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Fees for Chair of the Board and Non-Executive Directors
Element
Details
Purpose and link to strategy
To provide fees at an appropriate level to attract individuals of the highest calibre with relevant experience to develop, monitor and oversee the Company’s strategy.
Operation
The fees for each Non-Executive Director and the Chair are reviewed annually (but with no obligation to increase them). Non-Executive Directors are not eligible to participate in any
pension or share scheme operated by the Company or to receive any bonus. Additional fees may be payable to reflect additional Board responsibilities, such as committee chairship
and membership, or the role of Senior Independent Director or Workforce Engagement Director.
Each Non-Executive Director including the Chair is entitled to be reimbursed for reasonable and properly documented expenses necessarily incurred in the proper performance of
their duties.
Each Non-Executive Director and the Chair has the benefit of:
—
a personal accident insurance policy maintained by the Company;
—
Directors’ and Officers’ liability insurance maintained by the Company; and
—
the indemnity provided by the Company in the form provided to all Directors.
The Company covers associated tax and social security contributions due on reimbursed expenses that are deemed taxable.
Each Non-Executive Director and the Chair is subject to confidentiality undertakings and a non-compete restrictive covenant.
Non-Executive Directors and the Chair are encouraged to build up a personal holding in the shares of the Company equal to the value of one year of their annual base fee.
Opportunity
When reviewing the level of fees, the assessment will normally consider whether, individually and in aggregate, they remain competitive and appropriate in light of changes in roles,
responsibilities and/or time commitment of the Non-Executive Directors, and to ensure that individuals of the appropriate calibre are retained or appointed.
Directors’ Remuneration Report
continued
92
Haleon
Annual Report and Form 20-F 2025
Annual Report on Remuneration
Planned implementation for 2026
Content within a box indicates that all the information in the panel is planned for
implementation in 2026.
‘Single figure’ of remuneration — Executive Directors
The following table shows a single total figure of remuneration for each Executive Director in
respect of qualifying services for the 2025 and 2024 financial years.
£000
Brian
McNamara
2025
Brian
McNamara
2024
Dawn Allen
2025
Dawn Allen
2024
5
Salary
1,341
1,292
749
133
Benefits
135
122
33
15
Pension
94
90
52
9
Total fixed remuneration
1,570
1,504
834
157
AIP
1
1,290
1,520
709
150
PSP
2,3
5,370
6,208
–
–
Other
4
–
–
1,513
2,127
Total variable remuneration
6,660
7,728
2,222
2,277
Total remuneration
6
8,230
9,232
3,056
2,434
1.
The value of the 2025 AIP includes both the cash (50% of the AIP) and deferred portion (50% of the AIP). The deferred
portion of the bonus is subject to malus and clawback in accordance with the malus and clawback policy, but no further
performance conditions.
2.
2024 column shows the 2022-24 PSP awards which vested in March 2025. The value of awards has been restated to show
the actual share price at vesting of £3.87 and includes the accumulated dividends delivered in the form of shares. Due to the
share price appreciation over the vesting period, the value of the 2022-24 PSP award is higher than the value at grant by
£1,750,613 for Brian McNamara. No discretion has been exercised as a result of the share price change.
3.
2025 column shows the value of the 2023–25 PSP awards which will vest in March 2026 calculated based on the average
share price over the last three months of 2025 of £3.59. The actual value of vesting PSP awards, based on the share price on
the vesting date will be shown in the 2026 Directors’ Remuneration Report. Due to the share price appreciation over the
vesting period, the estimated value of the 2023–25 PSP award is higher than the value at grant by £507,232 for Brian
McNamara. The value of Tobias Hestler’s 2023–25 PSP award, as well as the amount attributable to share price appreciation,
are disclosed under ‘payments to past Directors’ on page 97 of this Report. No discretion has been exercised as a result of
the share price change.
4.
Other remuneration for Dawn Allen in 2024 and 2025 includes cash awards as well as share awards with and without
performance conditions made on appointment. These awards were made to compensate the value foregone on termination
of her employment with Tate & Lyle. The full details of appointment awards were disclosed in the 2024 Annual Report. The
details of the PSP award that vested in June 2025 are set out on page 96 of this Report. The value of this award is calculated
using share price on the vesting date (£3.76). The amount attributable to share price appreciation in relation to this award is
£3,218. In relation to Dawn’s buyout award vesting in June 2026 set out on page 96, due to the share price depreciation over
the vesting period, the estimated value at vesting is lower than the value at grant by £40,384.
5.
2024 remuneration for Dawn Allen shows amounts paid in respect of the period of her employment (28 October –
31 December 2024).
6.
Each remuneration element is rounded to the nearest £1,000, and totals reflect the sum of these rounded values.
Salary
Executive Directors received a 3.5% salary increase in April 2025 in line with the average
increases awarded to the wider UK workforce.
Executive Director
Annual base salary as of
1 January 2025
Annual base salary as of
1 April 2025
Brian McNamara
£1,306,250
£1,351,969
Dawn Allen
£730,000
£755,550
2026 salaries
In determining whether salary increases should be awarded to Executive Directors, the Committee
carefully considered investors’ expectations, the external environment, company performance, salary
increases for the wider workforce, personal performance and competitive market positioning against
the FTSE 30 (excluding financial services) and large international FMCG companies peer groups
1
. The
Committee approved a 2026 salary increase of 3.2% for the Executive Directors, in line with the wider
UK workforce.
Executive Director
Annual base salary from
1 April 2026
% increase
Brian McNamara
£1,395,232
3.2%
Dawn Allen
£779,728
3.2%
1.
In 2025 this group included Associated British Foods, AstraZeneca, Bayer, British American Tobacco, Burberry Group,
Diageo, GSK, Heineken N.V., Imperial Brands, Reckitt Benckiser Group, Siemens Healthineers AG, Unilever and
Vodafone Group.
Benefits
2025 benefits for Executive Directors included family private healthcare, death in service, income
protection, financial planning, car travel, reimbursement of business expenses deemed to be
taxable benefits, and (for the CEO only) home security services. Executive Directors are eligible
to participate in the HMRC approved Haleon Sharesave Plan and Share Reward Plan.
2026 benefits
Benefits for 2026 remain in line with the Policy.
Corporate
Governance
93
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Pension
Executive Directors receive pension contributions at the rate of 7% of annual base salary which
can include contributions to the pension plan as well as cash allowances. Executive Directors do
not participate in defined benefit pension plans.
Executive Director
Pension plan
contributions
Pension
allowance
Total 2025
pension
contributions
Brian McNamara
£0
£93,838
£93,838
Dawn Allen
£0
£52,441
£52,441
2026 Pension
Pension for 2026 remains in line with the Policy and with the broader workforce.
2025 Annual Incentive Plan (AIP) awards (audited)
80% of the bonus opportunity is determined by financial performance and 20% is based upon
the achievement of IBOs.
The figures below represent the total 2025 AIP awards to be paid, including the portion payable
in cash in 2026, and the 50% portion deferred into Haleon shares for a further three years to
2029, subject to continued employment and malus and clawback provisions.
2025 AIP outcome
The AIP outcomes were 47.7% of maximum for the CEO and 46.9% of maximum for the CFO.
Performance
measure
Threshold
Target
Maximum
Outcome
(% of max)
Organic revenue
growth (40%)
11.6%
Organic operating
profit growth (40%)
23.6%
Individual business
objectives (20%)
Details of performance
are set out to the right
Brian
McNamara
12.5%
Dawn
Allen
11.7%
AIP award (% of maximum)
47.7%
46.9%
AIP award (value)
£1,289,778
£708,706
Achieved
Following the change in accounting approach in 2024, Haleon now follows hyper-inflation
standards, whereby inflation impacts above a threshold for specific countries are removed
Actual 3.0%
2.5%
5.5%
8.5%
5.8%
9.8%
13.8%
Actual 10.5%
Directors’ Remuneration Report
continued
from both targets and actual outcomes. Given this change in approach and having considered
wider business performance, there is no discretion applied to the formulaic result for the 2025
AIP outcome.
Achievement of 2025 individual business objectives (IBOs) (audited)
20% of the Executive Directors’ 2025 AIP is linked to the achievement of IBOs which were
focused on key strategic objectives. In addition to the objectives outlined, there is an
expectation that the Executive Directors will each demonstrate the required high leadership
standards and behaviours of the Company.
The table below summarises performance against the key 2025 IBOs for the CEO and CFO:
Brian McNamara
Objective
Description of performance
Gross Margin
Deliver Gross Margin outcome ahead
of Business Plan target and deliver
simplification outcomes
—
Gross margin performance of 64.2% was ahead of
expectations, supported by a robust multi-year supply chain
savings plan through simplifying SKUs formulations and
packaging, providing funds to invest to drive growth.
Operating Model
Design an enterprise operating model
for Haleon to fully realise the Win as
One strategy as presented at the Capital
Markets Day
—
Completed a comprehensive strategic review and designed
a new category-led operating model, consolidating from
three regions and 14 business units to six operating units.
—
All Executive Committee members in place and announced
on 8 January 2026.
Portfolio Review
Carry out a strategic review of the
portfolio and secure Board approval
—
During the year the CEO co-led a strategic review of the
Group’s portfolio which was subsequently reviewed and
approved by the Board.
Recognising Brian’s performance during 2025, the Committee judged that 12.5% of a maximum of 20%
attributable to IBOs was appropriate.
Dawn Allen
Objective
Description of performance
Gross Margin
Deliver Gross Margin outcome ahead
of Business Plan target and deliver
simplification outcomes
—
Gross margin performance of 64.2% was ahead of
expectations, supported by a robust multi-year supply
chain savings plan through simplifying SKUs formulations
and packaging, providing funds to invest to drive growth.
Portfolio Review
Carry out a strategic review of the portfolio
and secure Board approval
—
During the year the CFO co-led a strategic review of the
Group’s portfolio which was subsequently reviewed and
approved by the Board.
Productivity
Drive overall productivity programmes to fuel
growth
—
Completed previously announced £300m productivity
programme and developed roadmap to drive future agility
and efficiency across the organisation.
Recognising Dawn’s performance during 2025, the Committee judged that 11.7% of a maximum of 20%
attributable to IBOs was appropriate.
94
Haleon
Annual Report and Form 20-F 2025
Deferral policy for the 2025 AIP
In line with the Policy, 50% of the 2025 AIP awards (to be paid in March 2026) will be deferred
for three years into conditional awards over Haleon shares, subject to continued employment
and malus and clawback provisions. These deferred bonus awards are expected to be granted
in March 2026 and will be disclosed in the 2026 Directors’ Remuneration Report.
Deferred Annual Bonus Plan (DABP) awards in respect of the 2024 AIP made in 2025
(audited)
The following table sets out details of the mandatory deferral into the DABP of 50% of the 2024
AIP awards made on 19 March 2025:
Executive Director
Type of award
Nature of award
Number of shares
subject to award
Grant price
1
Face value at
grant
Brian McNamara
DABP
Conditional
shares
194,833
3.90
£759,846
Dawn Allen
DABP
Conditional
shares
19,198
3.90
£74,870
1.
Grant price is calculated as the average closing share price over the three business days immediately preceding the
grant date.
2026 AIP awards
In line with the Policy, for 2026 the target and maximum AIP opportunities for our Executive
Directors will be:
Executive Director
Target
opportunity
(% of salary)
Maximum
opportunity
(% of salary)
Brian McNamara
100%
200%
Dawn Allen
100%
200%
Performance will be based on Group financial performance targets aligned to the Group’s
KPIs, as well as IBOs. The 2026 AIP measures will remain unchanged from 2025, however, as
described on page 78, the weighting of the two financial measures will be rebalanced to
strengthen the focus on growth. The 2026 AIP performance measures will be: Organic
revenue growth (50%), Organic operating profit growth (30%) and Individual business
objectives (20%).
2026 AIP targets are considered commercially sensitive and will be disclosed in the 2026
Annual Report.
In line with the Policy, 50% of all 2026 AIP awards will be deferred for three years into
conditional awards over Haleon shares, subject to continued employment, malus and
clawback provisions. From 2026 Brian McNamara is expected to have reached his share
ownership requirement, and, subject to this remaining the case, his 2026 AIP would not be
subject to mandatory deferral.
2023–25 Performance Share Plan awards vesting (audited)
The 2023–25 Haleon Performance Share Plan awards are due to vest in March 2026, by reference
to the performance period ended on 31 December 2025. As disclosed in the 2023 Annual
Report, performance measures for the awards were cumulative free cash flow (50%), net debt/
adjusted EBITDA (50%) and the ESG qualifier.
2023–25 PSP awards
2023–25 Haleon PSP awards will vest in March 2026 at 82% of maximum, in line with performance
against the cumulative free cash flow, net debt/adjusted EBITDA targets and ESG qualifier.
Performance
measure
Minimum
Maximum
Outcome
(% of max)
Cumulative free cash
flow (50%)
50%
Net debt/adjusted
EBITDA (50%)
32%
Carbon reduction
(qualifier)
At least 48% reduction in Scope 1 and 2
carbon emissions from the 2020 level.
55%*
Achieved
Recycle-ready
packaging (qualifier)
At least 80% of packaging should be
recycle-ready.
80%*
Achieved
Gender representation
(qualifier)
At least 45% of leadership roles should be
held by women.
46.8%*
Achieved
PSP award (value)
Dawn Allen:
£1,000,440
Brian McNamara
£5,369,537
Achieved
Note:
Dawn Allen, Chief Financial Officer, joined Haleon in November 2024 and was granted a buyout award vesting in June
2026 linked to the 2023-25 PSP performance conditions.
Note:
Straight-line interpolation is applied for performance between minimum and maximum.
Note:
Standard hyperinflation capping approach has been used when calculating the outcomes.
This outcome includes an adjustment to exclude the impact of a change in the Company’s
dividend policy. As the payment of higher dividends was considered to be in the best interests
of shareholders and was not anticipated at the time targets were set, the Committee determined
that it was appropriate to exclude the impact of this change from the vesting outcome.
This adjustment increased the formulaic outcome by c.7% of the maximum opportunity. The
Committee is satisfied that the vesting outcome is reflective of broader underlying business
performance. The Committee also considered progress made during the performance period
on carbon reduction, recycle-ready packaging and gender representation for the 2023–25
performance period when determining the vesting outcome.
* KPMG LLP has issued independent limited assurance over the selected data indicated using assurance standards ISAE(UK)
3000 and ISAE3410.
Actual £5.672bn
£4,520bn
£5,520bn
2.7x
2.3x
Actual
2.49
x
Corporate
Governance
95
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
As all thresholds have been met and the Committee was satisfied that broader plans to meet
Haleon’s responsible business commitments were on track (see page 15), no reduction was
applied to the level of vesting shown below.
Executive Director
Number of
shares
awarded
Dividend
equivalents
accrued over the
performance
period
Type of award
Percentage
of the
PSP award
vesting
Number of
shares
vesting
Value of
shares
vesting
1
Brian McNamara
1,741,487
84,971
Ordinary shares
82%
1,497,695
£5,369,537
Dawn Allen
334,272
6,029
Ordinary shares
82%
279,047 £1,000,440
1.
The value of shares vesting is based on the average share price during last three months of 2025 at £3.59.
Due to the share price appreciation over the vesting period, the estimated value of the 2023–25
PSP awards is higher than the value at grant by £507,232 for Brian McNamara and lower than the
value at grant by £40,384 for Dawn Allen. The value of the PSP award that vested for Tobias
Hestler is disclosed under ‘payments to past Directors’ on page 97 of this Report.
Buyout award vested in June 2025 – Dawn Allen
As described in the 2024 Annual Report, Dawn Allen was granted a PSP award which vested in
June 2025 and was linked to the performance outcome of the original Tate & Lyle award. The
vesting outcome of this award was 38%, as disclosed in the Tate & Lyle Annual Report. The resulting
number of shares and value of award that vested for Dawn Allen is set out in the table below.
Executive Director
Number of
shares
awarded
Dividend
equivalents
accrued over the
performance
period
Type of award
Percentage
of the
PSP award
vesting
Number of
shares
vesting
Value of
shares
vesting
1
Dawn Allen
355,191
4,095
Ordinary shares
38%
136,529
£512,854
1.
The value of shares vesting is based on the average share price during last three months of 2025 at £3.59.
Performance Share Plan awards made in 2025 (audited)
Brian McNamara was made an award with a face value of 450% of salary. Dawn Allen was made
an award with a face value of 350% of salary. The following table sets out details of awards
made in 2025:
Executive Director
Date of
grant
End of the
performance
period
Type of
award
Nature of
award
Number
of shares
subject to
award
Grant
price
1
Face value
at grant
Brian McNamara
19 March
2025
31 December
2027
PSP
Conditional
shares
1,507,212
£3.90
£5,878,125
Dawn Allen
19 March
2025
31 December
2027
PSP
Conditional
shares
655,129
£3.90
£2,555,000
1.
Grant price is calculated as the average closing share price over the three business days immediately preceding the grant date.
Performance measures for the PSP awards granted in 2025
As disclosed in the 2024 Annual Report, performance measures for the 2025-27 PSP awards
included cumulative free cash flow (50%), adjusted diluted EPS growth (30%) and organic
operating margin improvement (20%).
Measure
Weighting
Target ranges
1
Minimum
(25%
vesting)
Maximum
(100%
vesting)
1
Cumulative free cash flow
(Measured on a cumulative basis over the performance period 2025-27)
50%
£5.345bn
£6.545bn
Adjusted diluted EPS growth
(Measured as % growth on a cumulative basis over three years)
30%
8% p.a.
14% p.a.
Organic operating margin improvement
(Measured as bps improvement on a cumulative basis over three years)
20%
+185 bps
+355 bps
1.
Straight-line interpolation is applied for performance between minimum and maximum.
An ESG qualifier is also included within the 2025 PSP design, to reflect commitments that the
Company has made on carbon reduction and the use of plastic. Haleon is committed to being an
inclusive organisation that represents the consumers and communities who rely on our brands.
This commitment has not changed, however to ensure continued compliance with requirements
in countries in which we operate we have modified the ESG qualifier to remove the gender
representation threshold from 2025 PSP awards. The Committee will keep this decision
under review.
At the end of the performance period, if any of the thresholds are missed, a reduction in the level
of vesting of 10% could be applied for each missed threshold. In addition, if the metrics are
static or go backwards compared to the 2024 baseline, a 25% reduction in the level of vesting
could be applied for each measure (i.e. a potential overall reduction of up to 50%).
The ESG qualifier thresholds for the 2025 PSP are as follows:
Measure
Threshold
Carbon reduction
(Measured for 12 months to November 2027)
At least 59% reduction in Scope 1 and 2 carbon
emissions
Reduction in virgin petroleum-based packaging
(Measured for 12 months to June 2027)
At least 15% reduction in virgin petroleum-based
packaging
In determining the vesting levels and any adjustment which should apply, the Committee will
also consider wider factors, including whether broader plans to meet Haleon’s responsible
business commitments are on track. The Committee will consider all applicable legal and
regulatory requirements when making its decision.
Directors’ Remuneration Report
continued
96
Haleon
Annual Report and Form 20-F 2025
Performance Share Plan awards to be made in 2026
Brian McNamara and Dawn Allen will be granted awards with a face value of 450% of salary
and 350% of salary respectively.
Performance measures for the 2026–28 PSP awards
Measure
Weighting
Target ranges
1
Minimum
(25%
vesting)
Maximum
(100%
vesting)
Cumulative free cash flow
(Measured on a cumulative basis over the performance period 2026–28)
50%
£5.330bn
£6.530bn
Adjusted diluted EPS growth
(Measured as % growth on a cumulative basis over three years)
30%
8% p.a.
14% p.a.
Organic operating margin improvement
(Measured as bps improvement on a cumulative basis over three years)
20%
+265bps
+435bps
1.
Straight-line interpolation is applied for performance between minimum and maximum.
The Committee reviews the mix of measures in incentives on an annual basis and will continue
to consider whether the performance measures remain aligned with our strategic priorities.
An ESG qualifier is also included within the 2026 PSP design, to reflect commitments that the
Company has made on carbon reduction and the use of plastic.
At the end of the performance period, if either of the thresholds are missed, a reduction in the
level of vesting of 10% could be applied for each missed threshold. In addition, if the metrics
are static or go backwards compared to the 2025 baseline, a 25% reduction in the level of
vesting could be applied for each measure (i.e. a potential overall reduction of up to 50%).
The ESG qualifier thresholds for the 2026–28 PSP are as follows:
Measure
Threshold
Carbon reduction
(Measured for 12 months to November 2028)
At least 68% reduction in Scope 1 and 2 carbon
emissions
Reduction in virgin petroleum-based packaging
(Measured for 12 months to June 2028)
At least 20% reduction in virgin petroleum-based
packaging
In determining the vesting levels and any adjustment which should apply, the Committee will
also consider wider factors, including whether broader plans to meet Haleon’s responsible
business commitments are on track.
Payments for loss of office (audited)
There were no payments for loss of office during 2025.
Payments to past Directors (audited)
On 1 November 2024, Tobias Hestler stepped down from his position as the CFO. His
remuneration arrangements on termination were disclosed in the 2024 Annual Report.
The table below provides a summary of his termination payments:
Element
Value
Payment in lieu of notice
£226,953
Benefits
£100
The following table shows the details of vesting of his 2023–25 PSP award which was pro-rated
for the time that he was employed. Performance targets and assessment are presented on
pages 95 and 96 of this Report.
Executive Director
Number of
shares awarded
Dividend equivalents
accrued over the
performance period
Type
of award
Percentage of
the PSP award
vesting
Number
of shares
vesting
Value of shares
vesting
1
Tobias Hestler
1
758,514
31,230
Ordinary
shares
82%
384,064
£1,376,945
1.
2023–25 PSP awards were pro-rated by reference to the vesting period for all eligible early leavers. As Tobias Hestler
remained employed until 31 December 2024, his award was pro-rated to 59%. The value of shares vesting is based on the
average share price during the last three months of 2025 of £3.59.
Due to the share price appreciation over the vesting period, the estimated value per share of the
2023-25 PSP awards is higher than the value per share at grant by £131,025 for Tobias Hestler.
Total shareholder return (TSR)
The chart shows the monthly value, from the time of demerger to 31 December 2025, of a
notional sum of £100 invested in Haleon shares on 18 July 2022, compared to £100 invested in
the FTSE 100 on the same date. The FTSE 100 Index was chosen as the comparator because the
Company is a constituent of this index.
Haleon PLC
Jul 22
Jan 23
Jan 24
Jul 23
Jul 24
Jan 25
Jan 26
Jul 25
TSR (Rebased to 100)
60
80
100
120
140
160
FTSE 100
Large international FMCG companies
Note:
To provide shareholders with additional context, the chart also shows a bespoke group of large international FMCG
companies: Diageo, AstraZeneca, GSK, British American Tobacco, Vodafone Group, Imperial Brands, Danone S.A.,
Heineken N.V., Burberry Group, Associated British Foods, L’Oréal S.A., Pernod Ricard SA, Sanofi and Siemens
Healthineers AG.
Corporate
Governance
97
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Chief Executive Officer — historical remuneration information
The table below shows the remuneration of the Chief Executive Officer in place at the time over
the same period.
Year
2022
2023
2024
2025
Chief Executive Officer
Brian
McNamara
Brian
McNamara
Brian
McNamara
Brian
McNamara
Single figure of total remuneration (£’000)
1
2,294
5,823
9,062
8,230
AIP outcome (% of maximum)
2
72%
75%
58%
48%
PSP vesting (% of maximum)
3
n/a
81%
76%
82%
1.
Pre-demerger remuneration for Brian McNamara was set in US Dollars and has been converted to GBP in the table above,
using the average 2022 exchange rate of 1.24.
2.
2022 AIP value has been pro-rated for the period between Director’s appointment (23 May 2022) and the end of the
financial year (31 December 2022).
3.
There were no PSP awards vesting in 2022.
Relative importance of spend on pay
The table below sets out the amounts payable in respect of 2024 and 2025 on all-employee pay
and dividends:
Year
2024
2025
% change
Total staff costs
1
£2,170m
£2,035m
-6%
Dividends
2
£570m
£612m
7%
1.
Total staff costs are presented in line with Note 7 to the Financial Statements.
2.
Dividends are presented in line with Note 10 to the Financial Statements.
Chief Executive Officer’s pay compared with employee pay
The table below compares the CEO’s ‘single figure’ of total remuneration to that received by
three representative UK employees in 2025, 2024, 2023 and 2022. The total remuneration for
each quartile employee, and the salary component within this, are also outlined below.
Year
Method
4
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2025
Option B
131:1
76:1
52:1
2024
1
Option B
144:1
84:1
63:1
2023
2
Option B
94:1
51:1
38:1
2022
3
Option B
64:1
32:1
24:1
1.
2024 CEO single figure has been recalculated based on the restated value of the 2022-24 PSP award at vesting.
2.
2023 CEO single figure includes the value of the PSP Refill award which was made to compensate the value foregone on
early vesting of the GSK award. This award vested in March 2024.
3.
2022 CEO single figure does not include any long-term incentive component as the first Haleon PSP award was made to the
CEO in 2022. The total 2022 remuneration for employees is based on earnings between 23 May 2022 and 31 December 2022
and the 2022 bonus pro-rated for that period.
4.
See Methodology below.
Year
25th percentile
£000
Median
£000
75th percentile
£000
2025 salary
49
66
99
2025 total remuneration
63
108
159
Methodology
In line with the approach taken in previous years, we have chosen to use Option B as our
preferred methodology to calculate the CEO pay ratio. Given the complexity of the pay
arrangements for different categories of UK employees at Haleon, this approach allows us to
leverage the existing gender pay gap calculations and thus presents a practical and efficient
approach, using robust and meaningful data that is representative of the remuneration levels
for UK employees.
The Company used data from the 2025 UK gender pay gap calculation to determine employees
positioned at each pay quartile and excluded those employees who left the Company before
31 December 2025. Remuneration was calculated in line with the methodology used to
determine the single total figure of remuneration for the CEO, as presented in this Report.
Remuneration figures are determined with reference to the financial year ending on 31 December
2025. The remuneration covers salary, benefits and pension contributions, bonus in respect
of 2025 which will be paid in March 2026 and share awards without performance conditions
granted in 2025. No components were omitted from the calculation and no adjustments were
made to any of the pay elements. Where required, actual remuneration was converted into a
full-time equivalent by pro-rating earnings to reflect full-time contractual working hours.
The Committee determined that the identified employees are reasonably representative of the
pay quartiles, since the structure of their remuneration arrangements is in line with that of the
majority of employees in the UK. The Committee believes that the median pay ratio for the 2025
financial year is consistent with the pay, reward and progression policies for the Company’s
UK employees.
The change in the CEO pay ratio between 2022 and 2023 is primarily attributed to the vesting of
the Haleon PSP Refill award that was made to compensate the proportion of GSK awards that
lapsed on demerger awards for the CEO whereas the 2022 single figure of remuneration did not
include any long-term incentive awards. The change between 2023 and 2024 reflects the vesting
of the first full cycle of the Haleon PSP for the CEO. The change between 2024 and 2025 is
primarily attributable to a change in the share price used to value the PSP award which is
included in the single figure table for the CEO.
Directors’ Remuneration Report
continued
98
Haleon
Annual Report and Form 20-F 2025
Percentage change in remuneration
The table below sets out the change in remuneration for each Director between 2022 and 2025 compared to a wider UK employee comparator group:
Change in 2023 against 2022
Change in 2024 against 2023
Change in 2025 against 2024
11
Salary/fees
1
(% change)
Benefits
2
(% change)
Bonus
3
(% change)
Salary/fees
1
(% change)
Benefits
2
(% change)
Bonus
3
(% change)
Salary/fees
1
(% change)
Benefits
2
(% change)
Bonus
3
(% change)
Executive Directors
Brian McNamara
0%
–52%
4%
4.5%
–29%
–19%
3.8%
11%
-15%
Tobias Hestler
0%
5%
8%
4.5%
–11%
–23%
n/a
n/a
n/a
Dawn Allen
4
n/a
n/a
n/a
n/a
n/a
n/a
463%
120%
372%
Chair and Non-Executive Directors
Sir Dave Lewis
0%
19%
n/a
4.5%
208%
n/a
4%
-7%
n/a
Manvinder Singh (Vindi) Banga
0%
–52%
n/a
2.9%
116%
n/a
3%
-45%
n/a
Nancy Avila
5
n/a
n/a
n/a
n/a
n/a
n/a
209%
n/a
n/a
Marie-Anne Aymerich
0%
191%
n/a
3.4%
–47%
n/a
6%
180%
n/a
Bláthnaid Bergin
6
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Tracy Clarke
0%
–89%
n/a
3.2%
306%
n/a
3%
164%
n/a
Dame Vivienne Cox
0%
–87%
n/a
3.4%
490%
n/a
3%
-29%
n/a
David Denton
7
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Asmita Dubey
0%
–35%
n/a
4.5%
–73%
n/a
4%
99%
n/a
Matt Shattock
6
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Deirdre Mahlan
7
0%
146%
n/a
3.2%
–84%
n/a
n/a
n/a
n/a
Alan Stewart
5
n/a
n/a
n/a
n/a
n/a
n/a
230%
301%
n/a
Bryan Supran
7
n/a
–43%
n/a
n/a
–96%
n/a
n/a
382%
n/a
John Young
8
0%
–11%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Average for all UK employees
9,10
6%
35%
25%
4.5%
53%
–29%
3.5%
0%
-4%
1.
Change in salary/fees for Directors in 2022/23 is shown as the change from the post-demerger annual rate of salary applicable for 2022 to the rate applicable for 2023.
2.
Change in benefits for Directors in 2022/23 is shown as annualised value of post-demerger benefits for 2022 compared with the full value of benefits in 2023.
3.
Change in bonus for the Executive Directors in 2022/23 is shown as the annualised value of the post-demerger 2022 AIP compared with the full value of the 2023 AIP. In 2023/24 change in bonus for Tobias Hestler is shown based on his full 2024 AIP,
whereas the amount in the single figure table has been pro-rated to reflect him stepping down from the Board on 1 November 2024.
4.
Dawn Allen joined the Board on 1 November 2024. Change in remuneration is presented based on the values reported in the single figure table, these values have not been annualised.
5.
Nancy Avila and Alan Stewart joined the Board on 1 September 2024. Change in remuneration is based on the change in amounts as disclosed in the single figure table.
6.
Bláthnaid Bergin joined the Board on 24 February 2025. Matt Shattock joined the Board on 1 June 2025. Change in remuneration is based on the change in amounts as disclosed in the single figure table.
7.
Non-Executive Director fees for David Denton and Bryan Supran were waived. David Denton joined the Board with effect from 1 March 2023 and stepped down on 4 December 2024. Deirdre Mahlan stepped down from the Board on 1 October 2024.
Bryan Supran stepped down from the Board on 25 February 2025. Change in remuneration is based on the change in amounts as disclosed in the single figure table.
8.
John Young stepped down from the Board with effect from 28 February 2023 and Deirdre Mahlan stepped down from the Board on 1 October 2024. Change in remuneration is based on the change in amounts as disclosed in the single figure table.
9.
Only a very small number of individuals are employed by the same entity as Directors. As the number of employees is fewer than five, data for this entity is not presented. Therefore, the table above shows a comparison to the average remuneration for all
UK employees of Haleon.
10.
Average change in salary for the UK employees is the average increase awarded to the UK workforce. Average change in benefits for the UK employees for 2022/23 represents a change in the medical benefit offering in the UK between 2022 and 2023 which
resulted in an increase in the average monthly premium. Average change in benefits for the UK employees for 2023/24 represents an introduction of London travel allowance from August 2024 due to change in the office location. Average change in bonus
for the UK employees for 2023/24 was restated based on the actual bonus data. Average change in bonus for the UK employees for 2024/25 is calculated as the change in the business multiplier between 2024 and 2025.
11.
Average change in salary/fees, benefits and bonus for Directors for 2024/25 is presented based on the values reported in the single figure table. These values have not been annualised.
Corporate
Governance
99
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Consideration of workforce pay and approach to engagement
The Board receives regular updates on employee engagement, including employee engagement
survey results, with a detailed update presented annually. Workforce engagement is covered
on page 69, which includes commentary on how the views of employees were considered by
the Board.
To ensure that the remuneration-related decisions are fair and appropriate, the Committee
considered employees’ pay increases when determining the appropriate salary levels for the
Executive Directors and fees for the Chair. In addition, the Committee was provided with an
update on bonus outcomes for the wider employee population, which were taken into account
to ensure that the bonus outcomes appropriately reflect business performance at all levels in the
organisation. In 2025, the Workforce Engagement Director, Dame Vivienne Cox, conducted a
series of meetings with various groups of employees. She covered the role of the Board and the
Committee, setting out how the Remuneration Committee operates and how it considers wider
workforce remuneration arrangements.
The Directors’ Remuneration Policy is available on Haleon’s website, providing an opportunity to
view and assess the remuneration structure which applies to the Board. The Company always
welcomes employee feedback, and views on executive remuneration will be shared with the
Committee.
Remuneration Committee advisers
During 2025, PwC was the independent remuneration adviser to the Committee, having been
appointed by the Committee in August 2022. PwC is a member of the Remuneration Consultants’
Group and voluntarily operates under their code of conduct when providing advice on executive
remuneration in the UK. PwC regularly meets with the Chair of the Committee without
management present. The Committee is comfortable that the PwC engagement partner and
team providing remuneration advice to the Committee do not have connections with Haleon or
its individual Directors that may impair their independence and objectivity. The total fees paid to
PwC for the provision of independent advice to the Committee in 2025 were £153,046 excluding
VAT charged on a fixed fee as well as time and materials basis. During 2025, PwC also provided
other services to Haleon entities, relating to tax advice, broader advisory support, controls,
general management consultancy, cyber security, deals and transactions work . Remuneration
advice is provided by an entirely separate team within PwC.
Statement of voting at the Annual General Meeting (AGM)
The Directors’ Remuneration Policy was approved by shareholders at the 2023 AGM and the
2024 Directors’ Remuneration Report was approved by shareholders at the 2025 AGM. Each of
these resolutions received a significant vote in favour by shareholders and the Committee is
grateful for this support and endorsement by our shareholders. The votes received were:
Resolution
For
%
Against
%
Withheld
1
To approve the 2024 Directors’
Remuneration Report
7,428,243,215
98.73%
95,579,831
1.27%
59,533,076
To approve the Directors’
Remuneration Policy
7,728,166,817
98.19%
142,531,194
1.81%
35,150,085
1.
‘Vote withheld’ is not a vote in law and is not counted in the calculation of the votes ‘For’ or ‘Against’ a resolution.
Directors’ service contracts and letters of appointment
Brian McNamara’s and Dawn Allen’s service contracts, dated 9 May 2022 and 23 April 2024
respectively, are subject to a 12-month notice period and any payments for loss of office will
be in line with the Directors’ Remuneration Policy. Executive Directors’ service contracts are
available for inspection at the Company’s registered office and included as exhibits to this
Annual Report and Form 20-F. The Non-Executive Directors and the Chair were each
appointed by a letter of appointment for an initial term of three years, and either party may
terminate the appointment on three months’ notice, or, if earlier, with the consent of the Board.
All Non-Executive Directors are subject to annual re-election by shareholders at the AGM and
there is no provision in their letters of appointment giving them a right to compensation upon
early termination.
2025 Non-Executive Directors’ remuneration
The Chair received an annual fee which was set at £757,103 per annum for 2025. The 2025 base
fee for each other Non-Executive Director was £102,750 per annum. Bryan Supran’s fees for
acting as a Non-Executive Director of Haleon plc were waived as he was a Pfizer employee.
Additional fees payable in 2025 were as follows:
— £50,000 per annum for the Senior Independent Director;
— £30,000 per annum for the Workforce Engagement Director;
— £40,000 per annum for chairing the Audit & Risk Committee;
— £40,000 per annum for chairing the Remuneration Committee; and
— £35,000 per annum for chairing the Environmental & Social Sustainability Committee.
Directors’ Remuneration Report
continued
100
Haleon
Annual Report and Form 20-F 2025
2026 Non-Executive Directors’ remuneration
As announced on 10 November 2025, Sir Dave Lewis stepped down as Chair of the Board effective 31 December 2025 and Vindi Banga succeeded Dave with effect from 1 January 2026.
The Committee approved the fee level for our new Chair, Vindi Banga, set at a level in line with the previous incumbent. The 2026 base fees for the Chair will increase by 3.2% to £781,330 per
annum from 1 April 2026.
The Board reviewed the Non-Executive Directors’ fees and, at the recommendation of the Chair and the CEO, approved a 3.2% increase to the base fee for the Non-Executive Directors,
bringing the 2026 base fee to £106,038 per annum. No other changes were made to the remuneration of the Non-Executive Directors.
‘Single figure’ of remuneration — Non-Executive Directors (audited)
The table below shows the actual fees paid to our Non-Executive Directors in 2025 and 2024.
Non-Executive Director
1
2025 fees
(£000)
2025 benefits
(£000)
2025 total
remuneration
(£000)
2024 fees
(£000)
2024 benefits
(£000)
2024 total
remuneration
(£000)
Sir Dave Lewis
751
16.2
767
724
17.4
741
Manvinder Singh (Vindi) Banga
152
0.7
153
148
1.3
149
Nancy Avila
4
102
3.0
105
33
0.0
33
Marie-Anne Aymerich
136
4.5
141
128
1.6
130
Bláthnaid Bergin
2
87
0.4
87
–
–
–
Tracy Clarke
142
1.6
144
138
0.6
139
Dame Vivienne Cox
132
1.6
134
128
2.3
130
David Denton
5
–
–
–
0
1.3
1
Asmita Dubey
102
1.0
103
98
0.5
99
Matt Shattock
3
60
1.0
61
–
–
–
Deirdre Mahlan
6
–
–
–
104
2.3
106
Alan Stewart
4
142
1.2
143
43
0.3
43
Bryan Supran
7
0
1.4
1
0
0.3
0.3
1.
Fees and total remuneration have been rounded to the nearest £1,000 for presentation purposes, and totals reflect the sum of these rounded values.
2.
Bláthnaid Bergin joined the Board on 24 February 2025.
3.
Matt Shattock joined the Board on 1 June 2025.
4.
Nancy Avila and Alan Stewart joined the Board on 1 September 2024.
5.
David Denton stepped down from the Board on 4 December 2024.
6.
Deirdre Mahlan stepped down from the Board on 1 October 2024.
7.
Bryan Supran stepped down from the Board on 25 February 2025.
Corporate
Governance
101
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Statement of Directors’ shareholding and share interests (audited)
Total shareholding of Directors on 31 December 2025 is shown below.
Director
Shares beneficially
owned
1
Shares not subject
to performance
Options not subject
to performance
Shares subject to
performance
Total interest
Share ownership as
% of 2025
salary/fee
2
Share ownership
requirement
met
Chair
Sir Dave Lewis
94,627
–
–
–
94,627
45%
n/a
Executive
Brian McNamara
1,511,626
628,122
0
5,132,373
7,272,121
490%
Yes
Dawn Allen
180,252
19,544
0
1,374,467
1,574,263
91%
No
Non-Executive Directors
Manvinder Singh (Vindi) Banga
329,800
–
–
–
329,800
1152%
n/a
Nancy Avila
5
0
–
–
–
0
0%
n/a
Marie-Anne Aymerich
50,000
–
–
–
50,000
175%
n/a
Bláthnaid Bergin
3
6,145
–
–
–
6,145
21%
n/a
Tracy Clarke
12,504
–
–
–
12,504
44%
n/a
Dame Vivienne Cox
0
–
–
–
0
0%
n/a
Asmita Dubey
15,424
–
–
–
15,424
54%
n/a
Matt Shattock
4
0
–
–
–
0
0%
n/a
Alan Stewart
5
34,513
–
–
–
34,513
121%
n/a
Bryan Supran
6
50,000
–
–
–
50,000
175%
n/a
1.
Beneficial interest also includes shares held indirectly through Haleon ADSs and shares/ADSs held by connected persons.
2.
Share ownership as % of 2025 salary/fee is based on the average share price over the last three months of 2025 of £3.59. Shares that count towards the requirement include beneficial holdings and unvested DABP shares on an after-tax basis.
3.
Bláthnaid Bergin joined the Board on 24 February 2025.
4.
Matt Shattock joined the Board on 1 June 2025.
5.
Nancy Avila and Alan Stewart joined the Board on 1 September 2024.
6.
Bryan Supran stepped down from the Board on 25 February 2025.
No changes to Directors’ interests in ordinary shares or ADSs occurred between 31 December 2025 and 5 March 2026 (being the last practicable date).
Non-Executive Directors, including the Chair, are encouraged to build up a personal holding in the shares of the Company equal to the value of one year of their annual base fee.
Executive Directors are required to build up significant holdings of shares in Haleon (450% and 350% of salary for the CEO and CFO respectively). Until these requirements have been met, Executive
Directors are required to hold all Haleon shares acquired under the Company’s share plans (net of income tax and National Insurance contributions). Executive Directors must comply with
shareholding requirements for two years after leaving the Company, at a level equal to the lower of their shareholding requirement immediately prior to departure or their actual shareholding on
departure. During this period, former Executive Directors will be required to seek permission to deal from the Company Secretary.
Directors’ Remuneration Report
continued
102
Haleon
Annual Report and Form 20-F 2025
Additional disclosures
Further information is provided on compensation and interests of Directors and senior
management. For the purpose of this disclosure, this group includes the Executive and
Non-Executive Directors and the Executive Team as at 31 December 2025.
The following table sets out aggregate remuneration for this group for 2025.
2025 remuneration
£000
Total compensation paid
22,776
Aggregate increase in accrued pension benefits (net of inflation)
–
Aggregate payments to defined contribution schemes
1,362
During 2025, members of this group were awarded shares and ADSs under the Company’s share
plans, as set out in the table below. To align the interests of senior management with those of
shareholders, Executive Directors and Executive Team members are required to build and
maintain significant holdings of shares in Haleon over time.
Awards
Awards
Dividend equivalents
Shares
ADSs
Shares
ADSs
Performance Share Plan
6,589,017
244,400
111,412
1,554
Deferred Annual Bonus Plan
214,031
0
3,861
0
Share Value Plan
1
195,617
405,911
0
0
Share Reward
2
1,618
0
0
0
1.
Executive Directors are not eligible to participate in the Share Value Plan.
2.
See Note 26 to the Financial Statements for further details on the Share Reward Plan.
At 5 March 2026 (being the latest practicable date), this group and persons closely associated
with them had the following interests in shares and ADSs of the Company. Interests awarded
under the various share plans are described in Note 26 to the Financial Statements, ‘Employee
share schemes’ on page 161.
Interests as at 5 March 2026
Shares
ADSs
Owned
2,892,604
348,174
Unexercised options
6,150
0
Deferred Annual Bonus Plan
647,666
0
Performance Share Plan
17,887,708
245,954
Share Value Plan
1
637,217
405,911
Share Reward
2,278
0
1.
Executive Directors are not eligible to be granted awards under the Share Value Plan.
Corporate
Governance
103
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Consolidated
Financial Statements
Strategic
Report
Compliance
with the UK
Corporate
Governance
Code
The Board considers that the Company
has applied the principles and complied
fully with the provisions set out in the
2024 UK Corporate Governance Code
(the Code) for the period from 1 January
2025 to 31 December 2025.
An update on planning for the
implementation of Provision 29 of the
Code requiring the Board to make a
disclosure in our 2026 Annual Report
outlining the effectiveness of internal
controls, including a declaration in
relation to material internal controls
is included on page 72.
The table summarises how the principles
of the Code have been applied
throughout this period. It should be read
in conjunction with the Strategic Report
and Corporate Governance section,
including the Directors’ Remuneration
Report.
See also our summary statement outlining
differences between the Group’s UK
corporate governance practices from
those of US companies on page 193.
The Code is published on the FRC website:
www.frc.org.uk
Code principle
Page(s)
Board leadership and company purpose
A
The Board performance review highlighted that the Board
continues to operate effectively. This is attributed to the diverse
and complementary expertise of the Directors, which promotes
balanced decision-making focused on long-term sustainable
success. Careful procedures manage conflicts of interest should
they arise, including recusal from certain Board discussions
where required.
60, 61,
64, 66,
67
B
The Board has agreed the strategic direction of the Group and
monitored the strategy, medium-term plans and evolution of the
culture and values at its meetings during 2025. The Haleon Code
of Conduct was updated in 2025 and training is annually
completed by all Board Directors and employees.
65, 66
C
The Board monitors performance and KPIs through regular
updates, presentations and deep dives into key areas. It also
oversees the effectiveness of the Group’s risk management
framework. Regular reviews of the Company’s controls and risk
management processes are performed by the Audit & Risk
Committee.
65, 71
D
Stakeholder engagement activities during the period included
meetings with major institutional shareholders, shareholder
representative bodies and employees (through the Workforce
Engagement Director and employee engagement during local
market visits). The AGM also provides the opportunity for the
Board to engage directly with shareholders.
31, 32,
34, 69
E
The Board received updates on policies and practices
throughout the period. Any employee can raise matters of
concern confidentially through the Speak Up programme
which is overseen by the Audit & Risk Committee.
65, 71
Division of responsibilities
F
The Board performance review highlighted that the Chair led the
Board effectively during 2025, demonstrating objective judgement
and promoting a culture of openness and debate.
67
G
There is an appropriate balance of Executive and Independent
Non-Executive Directors. There is a clear division of
responsibilities between the Chair and the Chief Executive Officer.
60, 61,
64
H
The Non-Executive Directors have diverse backgrounds and
skill sets. The Board performance review affirmed that all
Non-Executive Directors are effective and devote appropriate
time to their duties. The Chair meets regularly with Non-Executive
Directors without Executive Directors present.
60, 61,
67
I
The Chair and Company Secretary ensure the Board and its
Committees receive timely, accurate and clear information to
support their decision-making.
64, 67
Code principle
Page(s)
Composition, success and evaluation
J
Appointments to the Board are led by the Nominations &
Governance Committee, who maintain clear succession plans for
the Directors and Executive Committee members. Directors are
subject to annual re-election at the AGM.
76, 77
K
The Board skills matrix is maintained and reviewed by the
Nominations & Governance Committee, which also reviews
membership of Board Committees on a regular basis.
76, 77
L
The Board performance review was conducted internally, and
concluded that the Board operates effectively. The review
confirmed that individual directors continue to contribute
effectively.
67
Audit, risk and internal control
M
The Audit & Risk Committee is responsible for assessing the
independence and effectiveness of the external auditor and
the internal audit function. It has reviewed all of the Group’s
published financial and narrative statements.
71
N
The Board is satisfied that the Annual Report, taken as a whole,
is fair, balanced and understandable. The viability and going
concern statements specifically cover the Board’s assessment
of the current and future prospects of the Group.
58, 71,
105,
178
O
The Board and, as appropriate, the Audit & Risk Committee (in line
with its Terms of Reference) has reviewed the principal risks,
monitors risk appetite and oversees the internal control framework.
65, 72
Remuneration
P
The Remuneration Committee has developed a policy, aligned to
Haleon’s purpose, values and clearly linked to delivery of Haleon’s
long-term strategy, on Executive Director remuneration which will
be submitted to shareholders for their approval at the 2026 AGM.
81
Q
No Directors are involved in deciding their own remuneration
outcomes. The Remuneration Committee followed a clear process
while developing the Directors’ Remuneration Policy.
79, 80
R
The Remuneration Committee exercises independent judgement
and considers the application of discretion, permitted when
determining the outcome of performance-related Executive
remuneration.
79, 80,
86, 93,
94
104
Haleon
Annual Report and Form 20-F 2025
Consolidated
Financial Statements
105
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Statement of
Directors’ responsibilities
Financial Statements and accounting
records
The Directors are responsible for preparing
the Annual Report and the Financial
Statements in accordance with applicable
law and regulations.
Company law requires the Directors to
prepare Financial Statements for each
financial year. The Directors have prepared
the Consolidated Financial Statements in
accordance with United Kingdom (UK)
adopted international accounting standards
in conformity with the requirements of the
Companies Act 2006, and the Parent Company
Financial Statements in accordance with UK
accounting standards. The Consolidated
Financial Statements, also comply with
International Financial Reporting Standards
(IFRS), as issued by the International
Accounting Standards Board (IASB),
including interpretations issued by the
IFRS Interpretations Committee (IFRIC), and
International Financial Reporting Standards.
Under company law directors must not
approve the Financial Statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Parent Company
and the Group, and the profit or loss for
that period. In preparing these Financial
Statements, the Directors are required to:
— Select suitable accounting policies and
apply them consistently.
— Make judgements and accounting estimates
that are reasonable.
— Provide additional disclosures when
compliance with the specific requirements
of the financial reporting framework are
insufficient to enable users to understand
the impact of particular transactions, other
events and conditions on the entity’s
financial position and financial performance.
— State whether the Consolidated Financial
Statements have been prepared in
accordance with UK-adopted international
accounting standards.
— State for the Parent Company Financial
Statements whether applicable UK
accounting standards, comprising FRS 102,
have been followed.
— Prepare the Financial Statements on the
going concern basis unless it is
inappropriate to presume that the Parent
Company and the Group will continue
in business.
The Directors are responsible for ensuring
that the Parent Company and the Group
keep adequate accounting records that are
sufficient to show and explain the Parent
Company’s and the Group’s transactions
and disclose with reasonable accuracy the
financial position of the Parent Company
and the Group to enable them to ensure that
the Financial Statements comply with the
Companies Act 2006. The Directors also
have responsibility for the system of internal
control, safeguarding the assets of the
Parent Company and the Group, and taking
reasonable steps to prevent and detect fraud
and other irregularities. Under applicable law
and regulations, they also have responsibility
for preparing a Directors’ Report, Strategic
Report, Directors’ Remuneration Report,
and Corporate Governance Statement.
The Directors are responsible for the
maintenance and integrity of the Annual
Report including on Haleon’s website.
Legislation in the UK governing the
preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.
Disclosure Guidance and Transparency
Rules
The Directors confirm to the best of their
knowledge:
— The Consolidated Financial Statements,
prepared in accordance with a relevant
financial reporting framework, give a true
and fair view of the assets, liabilities,
financial position and profit or loss of the
Parent Company and the undertakings
included in the consolidation taken as a
whole.
— The Annual Report, including the Strategic
Report, includes a fair review of the
development and performance of the
business and the position of the Parent
Company and the Group taken as a whole,
together with a description of the principal
risks and uncertainties that it faces.
— In accordance with Disclosure Guidance
and Transparency Rule (DTR) 4.1.16R, the
financial statements will form part of the
annual financial report prepared under
DTR 4.1.17R and 4.1.18R. The auditor’s
report on these financial statements
provides no assurance over whether the
annual financial report has been prepared
in accordance with those requirements.
UK Corporate Governance Code 2024
The Directors consider that this Annual Report
and Form 20-F taken as a whole, is fair,
balanced and understandable and that it
provides the information necessary for
shareholders to assess the Parent Company’s
and the Group’s position and performance,
business model and strategy.
Disclosure of information to auditors
Each of the Directors who held office as at the
date of approval of this Report confirm that:
— They have taken steps to make themselves
aware of relevant audit information (as
defined by Section 418(3) of the Companies
Act 2006).
— None of the Directors are aware of any
relevant audit information which has not
been disclosed to the Company’s and
Group’s auditor.
For and on behalf of the Board
Brian McNamara
Chief Executive
Officer
13 March 2026
Dawn Allen
Chief Financial
Officer
13 March 2026
106
Haleon
Annual Report and Form 20-F 2025
1. Our opinion is unmodified
In our opinion:
— the financial statements of Haleon plc give a true and fair view of the state of the Group’s
and of the Parent Company’s affairs as at 31 December 2025, and of the Group’s profit for
the year then ended;
— the Group financial statements have been properly prepared in accordance with UK-
adopted international accounting standards;
— the Parent Company financial statements have been properly prepared in accordance with
UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland; and
— the Group and Parent Company financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Additional opinion in relation to IFRS as issued by IASB
As explained in Note 1 to the Group Financial Statements, the Group, in addition to complying
with its legal obligation to apply UK-adopted International Financial Reporting Standards, has
also applied International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (“IASB”).
In our opinion, the Group Financial Statements have been properly prepared in accordance with
IFRS as issued by the IASB.
What our opinion covers
We have audited the Group and Parent Company financial statements of Haleon plc
(“the Company”) for the year ended 31 December 2025 (FY25) included in the Annual Report,
which comprise:
Group (Haleon plc and its subsidiaries)
Parent Company (Haleon plc)
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated cash flow statement
Notes to the Consolidated Financial Statements,
including the accounting policies in Notes 1 to 3.
Balance sheet
Statement of changes in equity
Notes to the Parent Company Financial Statements,
including the accounting policies in Notes 1 and 2.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are described below. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit
opinion and matters included in this report are consistent with those discussed and included
in our reporting to the Audit & Risk Committee.
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed
public interest entities.
KPMG LLP’s Independent
Auditor’s Report
To the members of Haleon plc
Consolidated
Financial Statements
107
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
2. Overview of our audit
Factors driving
our view of risks
Following our FY24 audit, and considering developments affecting the Group
since then, we have updated our risk assessment decisions.
The macro-economic environment has been a driving factor in our risk
assessment. Whilst inflation rates have generally trended downwards in 2025,
there has been increased economic uncertainty, with factors such as U.S. tariffs
on international imports impacting input costs for the Group.
The Group holds brands with indefinite lives where a high degree of estimation
uncertainty exists with regards to assumptions and estimates used in the
Group’s assessment of the recoverable amount. The key assumption is discount
rate. There is significant auditor judgement involved in evaluating these
assumptions. We identified that the indefinite life brand most sensitive to
possible change in key assumptions used in the valuation models is Preparation
H. The effect of these matters could result in a potential range of reasonable
outcomes greater than our materiality for the Financial Statements as whole.
The investment in subsidiaries in the Parent Company Financial Statements is
material. As a result, this is considered to be the area that has the greatest effect
on our overall Parent Company audit.
Key Audit Matters
Vs FY24
Item
Recoverability of indefinite life brands
4.1
Recoverability of Parent Company’s investment in subsidiaries
4.2
Audit & Risk
committee
interaction
During the year, the Audit & Risk Committee met 6 times. KPMG are invited to
attend all Audit & Risk Committee meetings and are provided with an
opportunity to meet with the Audit & Risk Committee in private sessions without
the Executive Directors being present. For each Key Audit Matter, we have set
out communications with the Audit & Risk Committee in section 4, including
matters that required particular judgement for each.
The matters included in the Audit & Risk Committee Report on page 70 are
materially consistent with our observations of those meetings.
Our
independence
We have fulfilled our ethical responsibilities under, and we remain independent
of the Group in accordance with, UK ethical requirements including the FRC
Ethical Standard as applied to listed public interest entities.
We have not performed any non-audit services during FY25 or subsequently
which are prohibited by the FRC Ethical Standard.
We were first appointed as auditor by the shareholders for the year ended
31st December 2023. The period of total uninterrupted engagement is for three
financial years ended 31st December 2025. The Group engagement partner
is required to rotate every 5 years. As these are the first set of the Group’s
financial statements signed by Jeremy Hall, he will be required to rotate off
after the FY29 audit.
The average tenure of partners responsible for component audits as set out in
section 7 below is 3 years, with the shortest being 1 year and the longest being
4 years.
Total audit fee
£16.5m
Audit related fees (including interim review)
£1.1m
Other services
£nil
Non-audit fee as a % of total audit and audit related fee %
6%
Date first appointed
20th April 2023
Uninterrupted audit tenure
3 years
Next financial period which requires a tender
2033
Tenure of Group engagement partner
1 year
Average tenure of component signing partners
3 years
108
Haleon
Annual Report and Form 20-F 2025
Materiality
(Item 6 below)
The scope of our work is influenced by our view of materiality and our assessed
risk of material misstatement.
We have determined overall materiality for the Group Financial Statements as a
whole at £110m (FY24: £110m) and for the Parent Company Financial
Statements as a whole at £100m (FY24: £100m).
Consistent with FY24, we determined that Group normalised profit before tax
from continuing operations (“PBTCO”) remains the benchmark for the Group.
This is normalised to exclude certain restructuring costs of £89m (FY24: £202m).
We adjusted for this item because it does not represent the normal, continuing
operations of the Group. Our Group materiality represents 4.9% (FY24: 5.2%) of
the benchmark.
Materiality for the Parent Company Financial Statements was determined with
reference to a benchmark of Parent Company total assets of which it represents
0.5% (FY24: 0.4%).
Materiality levels used in our audit
AMPT
LCM
PLC
HCM
GPM
Group
110
110
100
100
15
12
5.5
5.5
82.5
82.5
82.5
88
FY25 £m
FY24 £m
Group
Group Materiality
GPM
Group Performance Materiality
HCM
Highest Component Materiality
PLC
Parent Company Materiality
LCM
Lowest Component Materiality
AMPT
Audit Misstatement Posting Threshold
KPMG LLP’s Independent Auditor’s Report
continued
Group Scope
(Item 7 Below)
We have performed risk assessment and planning procedures to determine
which of the Group’s components are likely to include risks of material
misstatement to the Group Financial Statements, the type of procedures to
be performed at these components and the extent of involvement required
from our component auditors around the world.
We performed audit procedures on 17 (FY24: 18) components, having
considered our evaluation of the Group’s operational structure and our ability
to perform audit procedures centrally.
We also performed audit procedures in respect of the Group’s shared service
centres in Poland, Malaysia, Costa Rica and India. Together, these shared
service centres process a substantial portion of the Group’s transactions over
purchases, revenue, payroll and journal entries.
We also performed testing of centrally managed controls (manual and
automated), testing of general IT controls over centrally managed IT systems
and performance of specific risk focused audit procedures over purchases,
revenue, payroll and journal entries at the Group level.
In addition, for the remaining components for which we performed no audit
procedures, we performed analysis at an aggregated Group level to re-examine
our assessment that there is not a reasonable possibility of a material
misstatement in these components. In particular, we matched individual sales
orders to goods delivery documents and invoices to inform our assessment of
whether there was a reasonable possibility of a material misstatement in the
remaining revenue.
We consider the scope of our audit, as communicated to the Audit & Risk
Committee, to be an appropriate basis for our audit opinion.
Coverage of Group Financial Statements
Our audit procedures covered the following percentages:
Revenue
63%
Total
assets
90%
2. Overview of our audit
continued
Consolidated
Financial Statements
109
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
The impact of
climate change
on our audit
In planning our audit, we considered the impacts of climate change on the
Group’s business and its Financial Statements.
The Group set targets to achieve net zero carbon emissions from source to sale
by 2040, aligned to guidance from the Climate Pledge and Race to Zero. Further
information has been provided in the Group’s Strategic Report on page 21.
The Group continues to align its climate-related disclosures with the
recommendations of the Task Force on Climate Related Financial Disclosure
(“TCFD”) and the Companies Act. These disclosures are included in the Strategic
Report on pages 19 to 26.
Climate change risk could have a significant impact on the Group’s business as it
adapts its strategy and operations to address the potential financial risks which
could arise from both the physical and transition risks associated with climate
change. To evaluate and assess the resilience of its business to climate change,
the Group assessed the impact of damage and disruption caused by extreme
weather events, reduced availability and increased price volatility of raw
materials due to climate change, carbon pricing regulations and loss of
attractiveness due to consumers’ increasing expectations. These are the areas
in which the Group foresees the greatest potential for disruption. Further
information can be found on pages 19 to 26.
As part of our audit, we have made inquiries of the Group to understand the
extent of the potential impact of climate change risk on the Group’s Financial
Statements. We have performed a risk assessment of how climate risks facing
the Group, particularly those relating to the impact of damage and disruption
caused by extreme weather events, reduced availability and increased price
volatility of raw materials due to climate change, carbon pricing regulations and
loss of attractiveness due to consumers’ increasing expectations, and the
Group’s strategy to mitigate these risks, may affect the Financial Statements and
our audit. Our risk assessment focused on the risk climate change may pose to
the determination of future cash flows within the Group’s going concern
assessment and assessment over the recoverability of indefinite life brands, as
well as the impact on the carrying amount and useful lives of property, plant,
and equipment. We also held discussions with our own climate change
professionals to challenge our risk assessment.
On the basis of our risk assessment, we determined that while climate change
poses a risk to the determination of future cash flows, the risk to the audit from
climate change alone is not significant, as such there was no impact on our Key
Audit Matters.
We have read the climate-related information in the front half of the Annual
Report, and considered consistency with the statements and our audit
knowledge.
3. Going concern, viability and principal risks and uncertainties
The Directors have prepared the Financial Statements on the going concern basis as they do not
intend to liquidate the Group or the Parent Company or to cease their operations, and as they
have concluded that the Group’s and the Parent Company’s financial position means that this is
realistic. They have also concluded that there are no material uncertainties that could have cast
significant doubt over their ability to continue as a going concern for at least twelve months from
the date of approval of the Financial Statements (“the going concern period”).
Going concern
We used our knowledge of the Group, its industry, and the general economic environment to identify the
inherent risks to its business model and analysed how those risks might affect the Group’s and Company’s
financial resources or ability to continue operations over the going concern period. The risks that were
considered most likely to adversely affect the Group’s and Company’s available financial resources over
this period were:
—
Commodity inflation and pricing; and
—
Selling price and volume sensitivity.
We also considered realistic second order impacts, such as business transformation and portfolio
management failure.
We considered whether these risks could plausibly affect the liquidity in the going concern period by
assessing the degree of downside assumptions that, individually and collectively, could result in a liquidity
issue, considering the Group’s current projected cash and facilities and the outcome of their reverse
stress testing.
We considered whether the going concern disclosure in Note 1 to the Financial Statements gives a full and
accurate description of the Directors’ assessment of going concern.
Accordingly, based on those procedures, we found the Directors’ use of the going concern basis of
accounting without any material uncertainty for the Group and Parent Company to be acceptable.
However, as we cannot predict all future events or conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that were reasonable at the time they were made, the
above conclusions are not a guarantee that the Group or the Parent Company will continue in operation.
Our conclusions
—
We consider that the Directors’ use of the going concern basis of accounting in the preparation of the
Financial Statements is appropriate;
—
We have not identified, and concur with the Directors’ assessment that there is not, a material
uncertainty related to events or conditions that, individually or collectively, may cast significant doubt
on the Group’s or Parent Company’s ability to continue as a going concern for the going concern period;
—
We have nothing material to add or draw attention to in relation to the Directors’ Statement in Note 1
to the Financial Statements on the use of the going concern basis of accounting with no material
uncertainties that may cast significant doubt over the Group and Parent Company’s use of that basis for
the going concern period, and we found the going concern disclosure in Note 1 to be acceptable; and
—
The related statement under the Listing Rules set out on page 58 is materially consistent with the
Financial Statements and our audit knowledge.
2. Overview of our audit
continued
110
Haleon
Annual Report and Form 20-F 2025
Disclosures of emerging and principal risks and longer-term viability
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency between the
Directors’ disclosures in respect of emerging and principal risks and the viability statement, and the
Financial Statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
—
The Directors’ confirmation within the viability statement on page 58 that they have carried out a robust
assessment of the emerging and principal risks facing the Group, including those that would threaten its
business model, future performance, solvency and liquidity;
—
The Emerging and Principal Risks disclosures describing these risks and how emerging risks are
identified and explaining how they are being managed and mitigated; and
—
The Directors’ explanation in the viability statement of how they have assessed the prospects of the
Group, over what period they have done so and why they considered that period to be appropriate,
and their statement as to whether they have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the viability statement set out on page 58 under the Listing Rules.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our
Financial Statements audit. As we cannot predict all future events or conditions and as subsequent events
may result in outcomes that are inconsistent with judgements that were reasonable at the time they were
made, the absence of anything to report on these statements is not a guarantee as to the Group’s and
Parent Company’s longer-term viability.
Our reporting
We have nothing material to add or draw attention to in relation to these disclosures.
We have concluded that these disclosures are materially consistent with the Financial Statements and our
audit knowledge.
KPMG LLP’s Independent Auditor’s Report
continued
4. Key audit matters
What we mean
Key audit matters are those matters that, in our professional judgement, were of most significance in the
audit of the Financial Statements and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including those which had the greatest effect on:
—
The overall audit strategy;
—
The allocation of resources in the audit; and
—
Directing the efforts of the engagement team.
We include below the Key Audit Matters in decreasing order of audit significance together with
our key audit procedures to address those matters and our results from those procedures
(unchanged from FY24). These matters were addressed, and our results are based on procedures
undertaken, for the purpose of our audit of the Financial Statements as a whole. We do not
provide a separate opinion on these matters.
3. Going concern, viability and principal risks and uncertainties
continued
Consolidated
Financial Statements
111
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
4.1 Recoverability of indefinite life brands (Group)
Financial Statement Elements
FY25
FY24
Intangible assets – Indefinite life brands
£16,594m
£17,623m
Intangible assets – Impairment
£7m
£135m
Our assessment of risk vs FY24
Our assessment is that the risk is similar to FY24. Preparation-H remains as the brand most sensitive
to possible change in the key assumptions.
Our results
FY25: Acceptable
FY24: Acceptable
Description of the Key Audit Matter
Forecast-based assessment
Indefinite life brands are impaired when their carrying amount exceeds their recoverable amount. There is
inherent uncertainty with regard to assumptions and estimates involved in the Group’s forecast-based
assessment of the recoverable amount of indefinite life brands. In particular, there is significant auditor
judgement involved in evaluating the discount rate used in the analysis of the recoverable amount of the
indefinite life brands.
The indefinite life brands most at risk of material misstatement were identified using sensitivity analysis on
key assumptions and a critical assessment of potential triggering events that could be indicative of an
impairment in the carrying value of the brands.
We identified that the indefinite life brand most sensitive to possible change in key assumptions used in
the valuation models is Preparation H, for which the carrying value is £1,042m as at 31 December 2025.
The effect of these matters is that, as part of our risk assessment, we determined that the evaluation of
the recoverability of the carrying value of Preparation-H has a high degree of estimation uncertainty with a
potential range of reasonable outcomes greater than our materiality for the Financial Statements as a
whole. The Financial Statements (Note 14) disclose the sensitivity estimated by the Group for this brand.
An impairment charge of £135m was recognised during the prior year, largely in relation to the impairment
of the Nexium brand. During the year Nexium brand has been reclassified to an amortised brand with a
definite useful life. Nexium brand was assessed for impairment prior to reclassification, and no further
impairment loss recognised.
Our response to the risk
Our procedures to address the risk included:
—
Control design and operation:
Evaluating the design and testing the operating effectiveness of certain
internal controls within the indefinite life brands impairment testing process, including controls related to
the development of the discount rate;
—
Sensitivity analysis:
Performing sensitivity analysis on the discount rate to assess its impact on the
Group’s determination that the fair value less cost to sell (“FVLCTS”) exceeds the carrying value;
—
Valuation expertise:
Involving our own valuation professional with specialised skills and knowledge,
who assisted in independently developing a range of discount rates using publicly available market data
for comparable companies and comparing these rates to those utilised by the Group to assess their
reasonableness;
—
Historical comparison:
Challenging projected revenue by comparing historical projections to actual
results to assess the Group’s ability to accurately forecast;
—
Benchmarking and assessing assumptions:
Assessing and challenging revenue growth rate against
externally derived publicly available data, including broker and analyst reports, industry reports, media
reports, macro-economic assumptions, academic and scientific studies, and regulatory changes; and
—
Assessing transparency:
Assessing whether the Group’s disclosures detail the critical estimates and
sensitivities including any impact of reasonably possible changes regarding the impairment testing of
indefinite life brands.
Communications with Haleon plc’s Audit & Risk Committee
Our discussions with and reporting to the Audit & Risk Committee included:
—
Our approach to the audit of indefinite life brands, including details of our planned substantive
procedures and extent of our controls reliance;
—
Our conclusions on the appropriateness of the Group’s impairment assessment, including
assumptions used by the Group in their FVLCTS based assessment to calculate the recoverable
amount of indefinite life brands and whether the discount rate used by the Group were reasonable;
and
—
The adequacy of disclosures, particularly as it relates to the critical estimates and sensitivities with
regard to the impairment testing.
Areas of particular auditor judgement
The evaluation of the assumptions used by the Group in the analysis of the recoverable amount of
indefinite life brands is an area requiring significant auditor judgement.
Our results
We found the indefinite life brands balance, and the related impairment charge, to be acceptable.
Further information in the Annual Report and Accounts: See the Audit & Risk Committee Report on page 70 for details on how the Audit & Risk Committee considered recoverable amount of
indefinite life brands as an area of significant attention, Note 3 for the accounting policy on indefinite life brands, and Note 14 for the financial disclosures.
4. Key audit matters
continued
112
Haleon
Annual Report and Form 20-F 2025
4.2 Recoverability of the Company’s investment in subsidiaries (Parent Company only)
Financial Statement Elements
FY25
FY24
Investment in Subsidiaries
£22,361m
£22,336m
Our assessment of risk vs FY24
Our assessment is that the risk is similar to FY24. There have been no material changes to the
Company’s investment in subsidiaries during the year.
Our results
FY25: Acceptable
FY24: Acceptable
Description of the Key Audit Matter
Low risk, high value
The carrying amount of the Company’s investment in subsidiaries represents 93.5% (FY24: 93.7%) of the
Company’s total assets.
We do not consider the carrying amounts of these investments to be at a high risk of significant
misstatement, or to be subject to a significant level of judgement. However, due to their materiality in
context of the Parent Company accounts, this is considered to be the area with the greatest effect on our
overall audit strategy and allocation of resources in planning and completing our audit of the Parent
Company.
Our response to the risk
We performed a substantive approach rather than seeking to rely on any of the company’s controls because
the nature of the balance is such that we would expect to obtain audit evidence primarily through the
detailed procedures described below.
Our procedures to address the risk included:
—
Tests of detail:
Comparing the carrying amount of 100% of investments with the relevant subsidiary’s
draft balance sheet to identify whether their net assets, being an approximation of the minimum
recoverable amount, were in excess of their carrying amount and assessing whether those subsidiaries
have historically been profit making;
—
Comparing valuations:
Comparing the carrying amount of the Company’s investment in subsidiaries with
the expected value of the business based on the net assets of the Group, as well as to the market
capitalisation; and
—
Indicators:
Evaluating the considerations of indicators of impairment of the Parent Company’s direct
investments.
Communications with Haleon plc’s Audit & Risk Committee
Our discussions with and reporting to the Audit & Risk Committee included:
—
Our approach to the audit of the recoverability of the Parent company’s investments in subsidiaries,
including the planned substantive procedures; and
—
An assessment of indicators of impairment from the conclusion reached in the Group impairment
workings.
Our results
We found the conclusion that there is no impairment of the investment in subsidiaries to be acceptable.
Further information in the Annual Report and Accounts: See Note 2 of the Parent Company Financial Statements for the accounting policy on investments in subsidiaries and Note 5 of the Parent
Company Financial Statements for the financial disclosures.
KPMG LLP’s Independent Auditor’s Report
continued
4. Key audit matters
continued
Consolidated
Financial Statements
113
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
5. Our ability to detect irregularities, and our response
Fraud – Identifying and responding to risks of material misstatement due to fraud
Fraud risk
assessment
To identify risks of material misstatement due to fraud (fraud risks) we assessed
events or conditions that could indicate an incentive or pressure to commit
fraud, or provide an opportunity to commit fraud. Our risk assessment
procedures included:
—
Inquiring of Directors, the Audit & Risk Committee, internal audit and
inspection of policy documentation as to the Group’s high-level policies and
procedures to prevent and detect fraud, including the internal audit function,
and the Group’s channel for “whistleblowing”, as well as whether they have
knowledge of any actual, suspected or alleged fraud;
—
Reading Board and Audit & Risk Committee minutes;
—
Considering remuneration and incentive schemes and performance targets
for senior management;
—
Using analytical procedures to identify unusual or unexpected relationships;
and
—
Using our own forensic professionals with specialised skills and knowledge
to assist us in identifying the fraud risks based on discussions of the
circumstances of the Group.
Risk
communications
We communicated identified fraud risks throughout the audit team and
remained alert to any indications of fraud throughout the audit. This included
communication from the Group to component audit teams of relevant fraud risks
identified at the Group level and requests to component audit teams to report
to the Group auditor any instances of fraud that could give rise to a material
misstatement at the Group level.
Fraud risks
As required by auditing standards, and taking into account possible pressures
to meet profit targets, we performed procedures to address the risk of
management override of controls, in particular the risk that Group and
component management may be in a position to make inappropriate accounting
entries and the risk of bias in accounting estimates. On this audit we do not
believe there is a fraud risk related to revenue recognition as the revenue model
is non-complex with limited estimation or manual intervention. Revenue is
disaggregated between a significant number of components and remuneration
targets are based on Group performance rather than component performance.
We did not identify any additional fraud risks.
Procedures to
address fraud risks
In determining the audit procedures, we have taken into account the results of
our evaluation and testing of the operating effectiveness of the Group-wide
fraud risk management controls.
We also performed the following:
—
Identifying journal entries to test for all in-scope components based on risk
criteria and comparing the identified entries to supporting documentation.
These included journal entries posted to seldom used accounts, journal
entries posted by a user who only posted few entries for the fiscal year,
journal entries containing a pre-defined list of keywords and those posted
with an unusual account combination; and
—
Assessing whether the judgements made in making accounting estimates are
indicative of a potential bias.
114
Haleon
Annual Report and Form 20-F 2025
Laws and regulations – Identifying and responding to risks of material misstatement
relating to compliance with laws and regulations
Laws and
regulations risk
assessment
We identified areas of laws and regulations that could reasonably be expected
to have a material effect on the Financial Statements from our general
commercial and sector experience, through discussion with the Directors and
other management (as required by the auditing standards), from inspection of
the Group’s regulatory and legal correspondence and discussion with the
Directors and other management the policies and procedures regarding
compliance with laws and regulations.
Risk
communications
We communicated identified laws and regulations throughout our team and
remained alert to any indications of non-compliance throughout the audit.
This included communication from the Group to in-scope component audit
teams of relevant laws and regulations identified at a Group level, and
requested for in-scope component auditors to report any instances of
non-compliance with laws and regulations that could give rise to a material
misstatement at a Group level.
Direct laws context
and link to audit
The potential effect of these laws and regulations on the Financial Statements
varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the
Financial Statements including financial reporting legislation (including related
companies’ legislation), distributable profits legislation and taxation legislation.
We assessed the extent of compliance with these laws and regulations as part
of our procedures on the related Financial Statement items.
Most significant
indirect law/
regulation areas
Secondly, the Group is subject to many other laws and regulations where the
consequences of non-compliance could have a material effect on amounts or
disclosures in the Financial Statements, for instance through the imposition of
fines or litigation. We identified the following areas as those most likely to have
such an effect:
—
Competition legislation (reflecting the Group’s involvement in a number of
ongoing investigations by national competition authorities);
—
Employment legislation (reflecting the Group’s significant and geographically
diverse work force);
—
Health and safety regulation (reflecting the nature of the Group’s production
and distribution processes);
—
Consumer product law such as product safety and product claims (reflecting
the nature of the Group’s diverse product base);
—
Fraud, corruption and bribery legislation, including the Foreign Corrupt
Practices Act and UK Bribery act (reflecting the Group’s global operations,
including higher risk jurisdictions);
—
Sanctions (reflecting the Group’s global operations, including higher risk
jurisdictions);
—
Contract legislation (reflecting the Group’s extensive use of trademarks,
copyright and patents);
—
Data privacy (requirements from existing data privacy laws); and
—
Environmental regulation (reflecting nature of the Group’s production and
distribution processes).
Auditing standards limit the required audit procedures to identify non-
compliance with these laws and regulations to enquiry of the Directors
and other senior management, and inspection of regulatory and legal
correspondence, if any. Therefore, if a breach of operational regulations is not
disclosed to us or evident from relevant correspondence, an audit will not
detect that breach.
Context
Context of the
ability of the audit
to detect fraud or
breaches of law or
regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that
we may not have detected some material misstatements in the Financial
Statements, even though we have properly planned and performed our audit
in accordance with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events and transactions
reflected in the Financial Statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection
of fraud, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
KPMG LLP’s Independent Auditor’s Report
continued
5. Our ability to detect irregularities, and our response
continued
Consolidated
Financial Statements
115
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
6. Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative
thresholds and overlay qualitative considerations to help us determine the scope of our
audit and the nature, timing and extent of our procedures, and in evaluating the effect of
misstatements, both individually and in the aggregate, on the Financial Statements as a whole.
£110m
(FY24: £110m)
Materiality for the
Group financial
statements as a
whole
What we mean
A quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group Financial Statements as a whole was set at £110m
(FY24: £110m). Consistent with FY24, materiality was determined with reference
to a benchmark of normalised Group profit before taxation from continuing
operations (“PBTCO”). We adjusted for these items because they do not
represent the normal, continuing operations of the Group. The items we
adjusted for were certain restructuring costs of £89m (FY24: £202m).
This represents 4.9% (2024: 5.2%) of the final Group normalised PBTCO value.
We considered the materiality amount for the Financial Statements as a whole
and concluded that it remained appropriate.
We have inspected analyst consensus data and other investor commentary
to identify what are considered to be key indicators of performance, and
concluded normalised PBTCO to be the basis for earnings, and therefore the
primary focus of a reasonable investor. We have inspected analyst consensus
data and other investor commentary for indicators of alternate significant
drivers of economic decisions. No revisions to our calculation methodology
resulted therefrom.
Materiality for the Parent Company Financial Statements as a whole was set at
£100m (FY24: £100m), determined with reference to a benchmark of Parent
Company total assets, of which it represents 0.5% (FY24: 0.4%).
£82.5m
(FY24: £82.5m)
performance
materiality
What we mean
Our procedures on individual account balances and disclosures were
performed to a lower threshold, performance materiality, so as to reduce to
an acceptable level the risk that individually immaterial misstatements in
individual account balances add up to a material amount across the Financial
Statements as a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY24: 75%) of
materiality for Haleon plc’s Group Financial Statements as a whole to be
appropriate.
The Parent Company performance materiality was set at £75m (FY24: £75m),
which equates to 75% (FY24: 75%) of materiality for the Parent Company
Financial Statements as a whole.
We applied this percentage in our determination of performance materiality
because although we did identify specific IT findings during the FY24 audit,
the majority of factors did not indicate an elevated level of risk.
£5.5m
(FY24: £5.5m) audit
misstatement
posting threshold
What we mean
This is the amount below which identified misstatements are considered to be
clearly trivial from a quantitative point of view. We may become aware of
misstatements below this threshold which could alter the nature, timing and
scope of our audit procedures, for example if we identify smaller misstatements
which are indicators of fraud.
This is also the amount above which all misstatements identified are
communicated to Haleon plc’s Audit & Risk Committee.
Basis for determining the audit misstatement posting threshold and
judgements applied
We set our audit misstatement posting threshold at 5% (FY24: 5%) of our
materiality for the Group Financial Statements. We also report to the Audit &
Risk Committee any other identified misstatements that warrant reporting on
qualitative grounds.
The overall materiality for the Group Financial Statements of £110m (FY24: £110m) compares as
follows to the main Financial Statement caption amounts:
Total Group revenue
Group profit before tax
Total Group assets
FY25
FY24
FY25
FY24
FY25
FY24
Financial Statement caption
£11,030m
£11,233m
£2,152m
£1,910m
£32,630m
£34,315m
Group Materiality as % of caption
1.0%
1.0%
5.1%
5.8%
0.3%
0.3%
116
Haleon
Annual Report and Form 20-F 2025
7. The scope of our audit
Group scope
What we mean
How the Group auditor determined the procedures to be performed across the
Group.
We performed risk assessment procedures to determine which of the Group’s
components are likely to include risks of material misstatement to the Group
Financial Statements and which procedures to perform at these components to
address those risks.
In total, we identified 209 (FY24: 208) components, having considered the
Group’s geographical locations and operational structure.
Of those, we identified 2 (FY24: 1) quantitatively significant component which
contained the largest percentages of both total revenue and total assets of the
Group, for which we performed audit procedures.
Additionally, having considered qualitative and quantitative factors, we selected
15 (FY24:17) components with accounts contributing to the specific risks of
material misstatement of the Group Financial Statements.
The below summarises where we performed audit procedures, with the prior
year comparatives indicated in brackets:
Component type
Number of
components
where audit
procedures were
performed
Range of
materiality
applied
Quantitatively significant components
2 (1)
£28m–£82.5m
(£88m)
Other components
15 (17)
£15m–£40m
(£12m–£56m)
Total
17 (18)
KPMG LLP’s Independent Auditor’s Report
continued
We involved component auditors in performing the audit work on 17 (FY24:18)
components. We performed audit procedures on the items excluded from the
normalised Group profit before tax used as the benchmark for our materiality.
We approved the component materialities having regard to the mix of size and
risk profile of the Group across the components. The Group auditor performed
the audit of the Parent Company.
The Group also operates shared service centres in Poland, Malaysia, Costa Rica
and India, which are relevant to our audit, and perform accounting and
reporting activities. Together, these shared service centres process a substantial
portion of the Group’s transactions over purchases, revenue, payroll and journal
entries. The outputs relate to financial information of the reporting components
they service, and therefore they are not separate reporting components.
Each service centre was subject to specified risk-focused audit procedures,
predominantly the testing of transaction processing operated from the Group’s
shared service centres.
Our audit procedures covered 63% (FY24: 63%) of Group revenue, 90%
(FY24:85%) of Group total assets and 62% (FY24:68%) of total profits and losses
that make up Group profit before taxation. For the remaining components for
which we performed no audit procedures, no component represented more
than 3% (FY24:2%) of Group total revenue or more than 4% (FY24:3%) of Group
profit before taxation. We performed analysis at an aggregated Group level
to re-examine our assessment that there is not a reasonable possibility of
a material misstatement in these components. In particular, we matched
individual sales orders to goods delivery documents and invoices to inform
our assessment of whether there was a reasonable possibility of a material
misstatement in the remaining revenue.
Impact of controls on our group audit
We identified 10 (FY24:10) key finance IT systems as being relevant to our
Group audit, which included the Enterprise Resource Planning (“ERP”) system
used across the majority of components of the Group to record underlying
transactions, and the Group’s consolidation system. These IT systems are
primarily managed from the centralised IT function in Haleon’s shared service
centres. We centrally assessed the design and operating effectiveness of the
general IT controls and key automated controls related to financial reporting of
IT systems, this contributed to our risk assessment.
Taking into account our assessment of the most effective audit approach, our
knowledge of the general IT control environment, and the timing of remediation
activities during the year under audit, we planned and performed a substantive
audit when determining the extent, timing, and nature of our procedures, except
for reliance on controls to support certain key reports, including in relation to
journals, revenue and inventory.
Consolidated
Financial Statements
117
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Group auditor
oversight
What we mean
The extent of the Group auditor’s involvement in work performed by
component auditors.
As part of establishing the overall Group audit strategy and plan, we conducted
the risk assessment and planning discussion meetings with component auditors
to discuss Group audit risks relevant to the components.
Instructions
We instructed component auditors as to the areas to be covered, including the
relevant risks detailed above and the information to be reported back.
Virtual meetings and calls
We held regular virtual meetings with the component auditors in-scope for
Group reporting. These meetings were held to understand the business, any
updates to the risk assessment and any issues and findings. The findings
reported to us were discussed in more detail with component auditors and any
further work required by us was then performed by the component auditors.
Site visits
We visited 5 (FY24: 5) component auditors and 4 (FY24: 4) shared service centre
auditors in the below locations to assess the audit risks and strategy:
—
Component Auditors: United States, Canada, France, India, Australia
(FY24: United States, Puerto Rico, Canada, China and Germany); and
—
Shared Service Centres (in line with FY24): Poland, Malaysia, Costa Rica
and India.
At these site visits and meetings, the results of the planning procedures and
further audit procedures communicated to us were discussed in more detail,
and any further work required by us was then performed by the component
auditors.
Global conference
We hosted a virtual conference in June 2025. This conference emphasised
key areas of the Group audit instructions and allowed for the sharing of risk
assessment considerations and Group updates. It helped us to enhance our
understanding of the component auditors’ perspective on the overall audit
approach and improve two-way communication. The conference covered key
Group developments, the origins of risk and IT audit planning.
Inspection of work papers
We inspected the work performed by the component auditors for the purpose
of the Group audit and evaluated the appropriateness of conclusions drawn
from the audit evidence obtained and consistencies between communicated
findings and work performed, with a particular focus on journal entries and
revenue testing procedures performed.
8. Other information in the annual report
The Directors are responsible for the other information presented in the Annual Report together
with the Financial Statements. Our opinion on the Financial Statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
All other information
Our responsibility
Our responsibility is to read the other information and, in doing so, consider whether, based on our
Financial Statements audit work, the information therein is materially misstated or inconsistent with the
Financial Statements or our audit knowledge.
Our reporting
Based solely on that work we have not identified material misstatements or inconsistencies in the other
information.
Strategic Report and Directors’ Report
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
—
We have not identified material misstatements in the Strategic Report and the Directors’ Report;
—
In our opinion the information given in those reports for the financial year is consistent with the
Financial Statements; and
—
In our opinion those Reports have been prepared in accordance with the Companies Act 2006.
Directors’ Remuneration Report
Our responsibility
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the Companies Act 2006.
Our reporting
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006.
7. The scope of our audit
continued
118
Haleon
Annual Report and Form 20-F 2025
Corporate governance disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency between the
Financial Statements and our audit knowledge, and:
—
The Directors’ statement that they consider that the Annual Report and Financial Statements taken as a
whole is fair, balanced and understandable, and provides the information necessary for shareholders to
assess the Group’s position and performance, business model and strategy;
—
The section of the Annual Report describing the work of the Audit & Risk Committee, including the
significant issues that the Audit & Risk Committee considered in relation to the Financial Statements,
and how these issues were addressed; and
—
The section of the Annual Report that describes the review of the effectiveness of the Group’s risk
management and internal control systems.
Our reporting
Based on those procedures, we have concluded that each of these disclosures is materially consistent
with the Financial Statements and our audit knowledge.
Our responsibility
We are also required to review the part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules for
our review.
Our reporting
We have nothing to report in this respect.
Other matters on which we are required to report by exception
Our responsibility
Under the Companies Act 2006, we are required to report to you if, in our opinion:
—
Adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
—
The Parent Company Financial Statements and the part of the Directors’ Remuneration Report to be
audited are not in agreement with the accounting records and returns; or
—
Certain disclosures of Directors’ remuneration specified by law are not made; or
—
We have not received all the information and explanations we require for our audit.
Our reporting
We have nothing to report in these respects.
KPMG LLP’s Independent Auditor’s Report
continued
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 105, the Directors are responsible for:
the preparation of the Financial Statements including being satisfied that they give a true and fair
view. The Directors are also responsible for; such internal control as they determine is necessary
to enable the preparation of Financial Statements that are free from material misstatement,
whether due to fraud or error; assessing the Group and Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern; and using the
going concern basis of accounting unless they either intend to liquidate the Group or the
Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the Financial Statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue our
opinion in an Auditor’s Report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the Financial Statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/
auditorsresponsibilities.
The Company is required to include these Financial Statements in an annual financial report
prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s
Report provides no assurance over whether the annual financial report has been prepared in
accordance with those requirements.
10. The purpose of our audit work and to whom we owe our
responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state to them in an Auditor’s Report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members, as a body, for
our audit work, for this report, or for the opinions we have formed.
Jeremy Hall (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
13 March 2026
8. Other information in the annual report
continued
Consolidated
Financial Statements
119
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Report of
Independent
Registered Public
Accounting Firm
To the Shareholders and Board of
Directors of Haleon plc:
Opinions on the Consolidated Financial
Statements and Internal Control Over
Financial Reporting
We have audited the accompanying
consolidated balance sheets of Haleon plc
and subsidiaries (“the Company”) as of
31 December 2025 and 2024, the related
Consolidated Income Statement, Statement of
Comprehensive Income, Statement of Changes
in Equity, and Cash Flow Statement for each
of the years in the three-year period ended
31 December 2025 and the related notes
(collectively, “the Consolidated Financial
Statements”). We also have audited the
Company’s internal control over financial
reporting as of 31 December 2025, based on
criteria established in
Internal Control –
Integrated Framework (2013)
issued by the
Committee of Sponsoring Organizations of
the Treadway Commission.
In our opinion, the Consolidated Financial
Statements referred to above present fairly,
in all material respects, the financial position
of the Company as of 31 December 2025 and
2024, and the results of its operations and
its cash flows for each of the years in the
three-year period ended 31 December 2025,
in conformity with International Financial
Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board
(“IASB”). Also in our opinion, the Company
maintained, in all material respects, effective
internal control over financial reporting as
of 31 December 2025 based on criteria
established in
Internal Control – Integrated
Framework (2013)
issued by the Committee
of Sponsoring Organizations of the Treadway
Commission.
Basis for Opinions
The Company’s management is responsible
for these Consolidated Financial Statements,
for maintaining effective internal control over
financial reporting, and for its assessment
of the effectiveness of internal control
over financial reporting, included in the
accompanying management’s report on
internal control over financial reporting.
Our responsibility is to express an opinion
on the Company’s Consolidated Financial
Statements and an opinion on the Company’s
internal control over financial reporting based
on our audits. We are a public accounting
firm registered with the Public Company
Accounting Oversight Board (United States)
(“PCAOB”) and are required to be
independent with respect to the Company
in accordance with the U.S. federal securities
laws and the applicable rules and regulations
of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with
the standards of the PCAOB. Those standards
require that we plan and perform the audits to
obtain reasonable assurance about whether
the Consolidated Financial Statements are
free of material misstatement, whether due
to error or fraud, and whether effective
internal control over financial reporting
was maintained in all material respects.
Our audits of the Consolidated Financial
Statements included performing procedures
to assess the risks of material misstatement
of the Consolidated Financial Statements,
whether due to error or fraud, and performing
procedures that respond to those risks. Such
procedures included examining, on a test
basis, evidence regarding the amounts and
disclosures in the Consolidated Financial
Statements. Our audits also included
evaluating the accounting principles used and
significant estimates made by management,
as well as evaluating the overall presentation
of the Consolidated Financial Statements.
Our audit of internal control over financial
reporting included obtaining an understanding
of internal control over financial reporting,
assessing the risk that a material weakness
exists, and testing and evaluating the design
and operating effectiveness of internal control
based on the assessed risk. Our audits also
included performing such other procedures as
we considered necessary in the circumstances.
We believe that our audits provide a
reasonable basis for our opinions.
Definition and Limitations of Internal
Control Over Financial Reporting
A company’s internal control over financial
reporting is a process designed to provide
reasonable assurance regarding the reliability
of financial reporting and the preparation of
Financial Statements for external purposes
in accordance with generally accepted
accounting principles. A company’s internal
control over financial reporting includes those
policies and procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets
of the company; (2) provide reasonable
assurance that transactions are recorded
as necessary to permit preparation of
Consolidated Financial Statements in
accordance with generally accepted
accounting principles, and that receipts and
expenditures of the company are being made
only in accordance with authorizations of
management and directors of the company;
and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use, or disposition
of the company’s assets that could have
a material effect on the Consolidated
Financial Statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements. Also,
projections of any evaluation of effectiveness
to future periods are subject to the risk that
controls may become inadequate because of
changes in conditions, or that the degree of
compliance with the policies or procedures
may deteriorate.
120
Haleon
Annual Report and Form 20-F 2025
Critical Audit Matter
The critical audit matter communicated below
is a matter arising from the current period
audit of the Consolidated Financial Statements
that was communicated or required to be
communicated to the Audit & Risk Committee
and that: (1) relates to accounts or disclosures
that are material to the Consolidated Financial
Statements and (2) involved our especially
challenging, subjective, or complex judgments.
The communication of a critical audit matter
does not alter in any way our opinion on the
Consolidated Financial Statements, taken as
a whole, and we are not, by communicating
the critical audit matter below, providing a
separate opinion on the critical audit matter
or on the accounts or disclosures to which
it relates.
Assessment of the recoverable amount
for the Preparation-H intangible asset
As discussed in Note 14 to the Consolidated
Financial Statements, as of 31 December 2025,
the Company has a £1,042m intangible asset
related to its Preparation-H indefinite life
brand. As discussed in Note 3, the Company
performs impairment testing on an annual
basis and whenever events or changes in
circumstances indicate that a brand’s carrying
value may exceed its recoverable amount.
The recoverable amount utilised in the
impairment test is estimated using a fair value
less costs to sell model.
We identified the assessment of the
recoverable amount for the Preparation-H
intangible asset as a critical audit matter.
It required a high degree of auditor judgment,
including the involvement of valuation
specialists with specialised skills and
knowledge, to evaluate the significant
assumption, specifically the discount rate used
to estimate the recoverable amount of the
brand. We performed a sensitivity analysis to
identify this significant assumption. Minor
changes to the assumption used could have
had a significant effect on the Company’s
determination of the recoverable amount.
The following are the primary procedures we
performed to address this critical audit matter:
— Evaluated the design and tested operating
effectiveness of certain internal controls
related to the indefinite life brands
impairment process. This included the
control over the development of the
discount rate;
— Performed sensitivity analysis on the
discount rate to assess its impact on the
Company’s determination of the fair value
relative to the carrying value; and
— Involved a valuation professional with
specialised skills and knowledge who
assisted in independently developing a
range of discount rates using publicly
available market data for comparable
companies and comparing that range
with the rate used by the Company.
KPMG LLP
We have served as the Company’s auditor
since 2023.
London, United Kingdom
13 March 2026
Report of Independent Registered Public Accounting Firm
continued
Consolidated income statement
For the year ended
Notes
31 December 2025
£m
31 December 2024
£m
31 December 2023
£m
Revenue
4
11,030
11,233
11,302
Cost of sales
(3,950)
(4,409)
(4,555)
Gross profit
7,080
6,824
6,747
Selling, general and administration
(4,364)
(4,452)
(4,413)
Research and development
(316)
(298)
(311)
Other operating income/(expense)
5
12
132
(27)
Operating profit
6
2,412
2,206
1,996
Finance income
8
78
82
34
Finance expense
8
(340)
(384)
(402)
Net finance costs
(262)
(302)
(368)
Net monetary gain arising from hyperinflationary economies
2
6
–
Profit before tax
2,152
1,910
1,628
Income tax
9
(472)
(435)
(517)
Profit after tax for the year
1,680
1,475
1,111
Profit attributable to shareholders of the Group
1,667
1,442
1,049
Profit attributable to non-controlling interests
13
33
62
Basic earnings per share (pence)
11
18.6
15.8
11.4
Diluted earnings per share (pence)
11
18.5
15.7
11.3
.
Consolidated
Financial Statements
121
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Consolidated statement of comprehensive income
For the year ended
Notes
31 December 2025
£m
31 December 2024
£m
31 December 2023
£m
Profit after tax for the year
1,680
1,475
1,111
Other comprehensive (expenses)/income for the year
Items that may be subsequently reclassified to the income statement:
Exchange movements on overseas net assets
23
(246)
(132)
(420)
Exchange movements on overseas net assets of non-controlling interests
23
(1)
(2)
(7)
Fair value movements on cash flow hedges
25
21
(1)
8
Reclassification of cash flow hedges to the income statement
25
(38)
(33)
(23)
Related tax on items that may be subsequently reclassified to the income statement
1
9
5
8
4
Total
(259)
(160)
(438)
Items that will not be reclassified to the income statement:
Remeasurement gains on defined benefit plan
20
38
19
5
Related tax on items that will not be reclassified to the income statement
9
(7)
(7)
1
Fair value movements on equity investments
25
(15)
–
–
Total
16
12
6
Other comprehensive (expenses)/income, net of tax for the year
(243)
(148)
(432)
Total comprehensive income, net of tax for the year
1,437
1,327
679
Total comprehensive income for the year attributable to:
Shareholders of the Group
1,425
1,296
624
Non-controlling interests
12
31
55
1.
Includes tax on fair value movements on cash flow hedges of £(4)m (2024: £nil), netted off by tax on reclassification of cash flow hedges to the income statement of £9m (2024: £8m).
122
Haleon
Annual Report and Form 20-F 2025
Consolidated balance sheet
as at
Notes
31 December
2025
£m
31 December
2024
£m
Non-current assets
Property, plant and equipment
12
1,871
1,809
Right of use assets
13
126
112
Intangible assets
14
25,613
26,211
Other investments
27,25
67
82
Deferred tax assets
9
289
276
Post-employment benefit assets
20
68
36
Derivative financial instruments
25
9
–
Other non-current assets
16
37
71
Total non-current assets
28,080
28,597
Current assets
Inventories
15
1,025
1,190
Trade and other receivables
16
2,058
2,055
Cash and cash equivalents
17
1,324
2,250
Derivative financial instruments
25
78
130
Current tax receivables
65
93
Total current assets
4,550
5,718
Total assets
32,630
34,315
Current liabilities
Short-term borrowings
19
(836)
(1,487)
Trade and other payables
18
(3,730)
(3,705)
Other financial liability
27
–
(177)
Derivative financial instruments
25
(31)
(90)
Current tax payables
(267)
(235)
Short-term provisions
21
(69)
(118)
Total current liabilities
(4,933)
(5,812)
Notes
31 December
2025
£m
31 December
2024
£m
Non-current liabilities
Long-term borrowings
19
(7,773)
(8,640)
Deferred tax liabilities
9
(3,222)
(3,353)
Post-employment benefit obligations
20
(114)
(131)
Derivative financial instruments
25
(34)
(70)
Long-term provisions
21
(40)
(57)
Other non-current liabilities
(30)
(28)
Total non-current liabilities
(11,213)
(12,279)
Total liabilities
(16,146)
(18,091)
Net assets
16,484
16,224
Equity
Share capital
23
90
91
Other reserves
23
(11,512)
(11,197)
Retained earnings
27,847
27,272
Shareholders
’
equity
16,425
16,166
Non-controlling interests
59
58
Total equity
16,484
16,224
The accompanying notes form part of these financial statements. The financial statements on pages 121 to
168 were approved by the Board of Directors and signed on its behalf by:
Dawn Allen
Chief Financial Officer
13 March 2026
Consolidated
Financial Statements
123
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Consolidated statement of changes in equity
For the year ended
Notes
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
Shareholders
’
equity
£m
Non-controlling
interests
£m
Total
equity
£m
At 1 January 2025
91
–
(11,197)
27,272
16,166
58
16,224
Profit after tax
–
–
–
1,667
1,667
13
1,680
Other comprehensive (expenses)/income
–
–
(273)
31
(242)
(1)
(243)
Total comprehensive (expenses)/income
–
–
(273)
1,698
1,425
12
1,437
Distributions to non-controlling interests
–
–
–
–
–
(11)
(11)
Dividends to equity shareholders
10
–
–
–
(612)
(612)
–
(612)
Share-based incentive plans
26
–
–
–
86
86
–
86
Tax on share-based incentive plans
–
–
–
5
5
–
5
Shares transferred to employees
–
–
108
(109)
(1)
–
(1)
Purchase of treasury shares
–
–
(151)
–
(151)
–
(151)
Repurchase of ordinary shares and capital reduction
(1)
–
1
(503)
(503)
–
(503)
Purchase of non-controlling interests
27
–
–
–
10
10
–
10
At 31 December 2025
90
–
(11,512)
27,847
16,425
59
16,484
124
Haleon
Annual Report and Form 20-F 2025
Notes
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
Shareholders
’
equity
£m
Non-controlling
interests
£m
Total
equity
£m
At 1 January 2024
92
–
(10,960)
27,474
16,606
123
16,729
Implementation of IAS 29 – Hyperinflation
–
–
–
9
9
–
9
At 1 January 2024 Restated
92
–
(10,960)
27,483
16,615
123
16,738
Profit after tax
–
–
–
1,442
1,442
33
1,475
Other comprehensive (expenses)/income
–
–
(158)
12
(146)
(2)
(148)
Total comprehensive (expenses)/income
–
–
(158)
1,454
1,296
31
1,327
Distributions to non-controlling interests
–
–
–
–
–
(79)
(79)
Dividends to equity shareholders
10
–
–
–
(570)
(570)
–
(570)
Share-based incentive plans
26
–
–
–
102
102
–
102
Tax on share-based incentive plans
–
–
–
2
2
–
2
Shares transferred to employees
–
–
41
(40)
1
–
1
Purchase of shares by employee benefit trusts
–
–
(5)
–
(5)
–
(5)
Purchase of treasury shares
–
–
(116)
–
(116)
–
(116)
Repurchase of ordinary shares and capital reduction
(1)
–
1
(503)
(503)
–
(503)
Purchase of non-controlling interests
–
–
–
(479)
(479)
(17)
(496)
Non-controlling interests purchase option
27
–
–
–
(177)
(177)
–
(177)
At 31 December 2024
91
–
(11,197)
27,272
16,166
58
16,224
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
Shareholders
’
equity
£m
Non-controlling
interests
£m
Total
equity
£m
At 1 January 2023
92
–
(10,491)
26,730
16,331
126
16,457
Profit after tax
–
–
–
1,049
1,049
62
1,111
Other comprehensive (expenses)/income
–
–
(431)
6
(425)
(7)
(432)
Total comprehensive (expenses)/income
–
–
(431)
1,055
624
55
679
Distributions to non-controlling interests
–
–
–
–
–
(58)
(58)
Dividends to equity shareholders
–
–
–
(388)
(388)
–
(388)
Share-based incentive plans
–
–
–
76
76
–
76
Tax on share-based incentive plans
–
–
–
1
1
–
1
Purchase of shares by employee benefit trusts
–
–
(38)
–
(38)
–
(38)
At 31 December 2023
92
–
(10,960)
27,474
16,606
123
16,729
Consolidated
Financial Statements
125
Haleon
Annual Report and Form 20-F 2025
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Consolidated cash flow statement
For the year ended
Notes
31 December
2025
£m
31 December
2024
£m
31 December
2023
£m
Cash flows from operating activities
Profit after tax
1,680
1,475
1,111
Taxation charge
9
472
435
517
Net finance costs
8
262
302
368
Depreciation of property, plant and equipment and right
of use assets
12, 13
240
225
201
Amortisation of intangible assets
14
120
99
108
Impairment and assets written off, net of reversals
4
47
192
200
(Gain)/Loss on sale of intangible assets, property,
plant and equipment
–
(7)
12
Gain on sale of business
27
–
(121)
–
Share-based incentive plan expense
26
86
102
76
Other non-cash movements
(17)
(15)
(11)
(Decrease)/increase in pension and other provisions
(73)
1
70
Changes in working capital:
Decrease/(increase) in inventories
133
216
(131)
(Increase)/decrease in trade receivables
(65)
(312)
38
Increase in trade payables
125
158
112
Net change in other receivables and payables
63
144
(126)
Taxation paid
(439)
(593)
(445)
Net cash inflow from operating activities
2,634
2,301
2,100
Cash flows from investing activities
Purchase of property, plant and equipment
(322)
(250)
(234)
Purchase of intangible assets
(91)
(68)
(102)
Proceeds from sale of intangible assets
27
–
325
246
Purchase of business, net of cash acquired
27
–
–
(71)
Proceeds from sale of businesses
27
13
446
–
Increase in liquid investments
(6)
–
–
Interest received
60
75
27
Net cash (outflow)/inflow from investing activities
(346)
528
(134)
Notes
31 December
2025
£m
31 December
2024
£m
31 December
2023
£m
Cash flows from financing activities
Payment of lease liabilities
19
(60)
(60)
(55)
Interest paid
(357)
(360)
(404)
Dividends paid to shareholders
10
(612)
(570)
(388)
Purchase of non-controlling interests
27
(174)
(488)
–
Distributions to non-controlling interests
(11)
(79)
(58)
Repayment of borrowings
19
(1,352)
(562)
(553)
Proceeds from borrowings
19
46
1,214
–
Purchase of shares by employee benefit trust
–
(5)
(38)
Purchase of treasury shares
(151)
(116)
–
Share purchased for cancellation
23
(503)
(503)
–
Other financing cash flows
31
(8)
(72)
Net cash outflow from financing activities
(3,143)
(1,537)
(1,568)
(Decrease)/Increase in cash and cash equivalents
and bank overdrafts
(855)
1,292
398
Cash and cash equivalents and bank overdrafts at the
beginning of the year
2,207
994
611
Exchange adjustments
(49)
(79)
(15)
(Decrease)/Increase in cash and cash equivalents and
bank overdrafts
(855)
1,292
398
Cash and cash equivalents and bank overdrafts at the
end of the year
1,303
2,207
994
Cash and cash equivalents and bank overdrafts at the
end of the year comprise:
Cash and cash equivalents
17
1,324
2,250
1,044
Overdrafts
(21)
(43)
(50)
Cash and cash equivalents and bank overdrafts at the
end of the year
1,303
2,207
994
126
Haleon
Annual Report and Form 20-F 2025
Strategic
Corporate
Consolidated
Parent Company
Other
Report
Governance
Financial Statements
Financial Statements
Information
Notes to the Consolidated Financial Statements
1. General information
Haleon is a public company limited by shares, incorporated under the laws of England and Wales with
registered number 13691224. The Company has ordinary shares with a nominal value of £0.01 per share.
The Group’s shares are listed and traded on the London Stock Exchange (LSE) with American Depositary
Shares (ADSs) listed and traded on the New York Stock Exchange (NYSE) (LSE/NYSE: HLN). The registered
address of the Company is Building 5, First Floor, The Heights, Weybridge, Surrey, England, KT13 0NY.
Basis of preparation
The Consolidated Financial Statements have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board (IASB IFRS), including
interpretations issued by the IFRS Interpretations Committee (IFRIC) and International Financial Reporting
Standards as adopted by the United Kingdom (UK IFRS) (together IFRS) and the Companies Act 2006.
IFRS as adopted by the UK differs in certain respects from IFRS as issued by the IASB. The differences
have no impact on the Group’s Consolidated Financial Statements for the years presented.
Until July 2022, Haleon UK Holdings (No.2) Limited (HHL2) (previously, GlaxoSmithKline Consumer
Healthcare Holdings (No.2) Limited (CHHL2)), the former ultimate holding company of the Group and
the accounting predecessor, was jointly owned by GSK plc and its subsidiaries which held the majority
controlling equity interest of 68%, and Pfizer Inc. and its subsidiaries which held a non-controlling
equity interest of 32%. In July 2022, following the execution of a series of legal acts and contractual
arrangements, including the spin-off to the shareholders of GSK, the Company was established to succeed
HHL2 as the new ultimate holding company of the Group, with 55% of its equity interest held by the
shareholders of GSK, 32% of its equity interest held by Pfizer and approximately 13% of its equity interest
held by GSK. This corporate restructuring was contemplated and executed as one single economic event
yet sequenced via multiple legal proceedings and activities. Management concluded that the predecessor
(carryover) basis of accounting is appropriate because the corporate restructuring was instigated by GSK
and its shareholders without the involvement of outside third parties or new investors.
This set of Consolidated Financial Statements have been prepared as if the Group had been in existence
throughout all the periods presented by applying the principles of predecessor accounting in accordance
with SEC Regulation C Rule 405 and IFRS although the actual legal transaction and corporate
reorganisation occurred in July 2022. There was no economic change or event impacting the reporting
entity because the business activities of the predecessor and successor remained identical and only the
legal form and ownership allocation has changed. These consolidated financial statements were
authorised for issue by the Board of Directors on 13 March 2026.
Accounting convention
The Consolidated Financial Statements are prepared on a historical cost basis unless otherwise indicated.
The Consolidated Financial Statements are presented in Pound Sterling (GBP, £), the functional currency of
the Company and presentation currency of the Group, and all values are denominated in millions of GBP
(£m or £ million) unless stated otherwise.
Financial period
These Consolidated Financial Statements cover the financial year from 1 January 2025 to 31 December
2025, with comparative figures for the financial years from 1 January 2024 to 31 December 2024 and,
where appropriate, from 1 January 2023 to 31 December 2023.
Going concern
The Directors have reviewed the Group’s cash flow forecasts, financial position and exposure to
principal risks and have formed the view that the Group will generate sufficient cash to meet its ongoing
requirements for at least 12 months from the date the Financial Statements have been authorised.
The Directors have performed an additional ‘reverse stress test’ to ensure the going concern assumption
remains appropriate. This incorporates the downside conditions that would cause the Group’s financial
resources to be insufficient to meet its liabilities as they fall due. The ‘reverse stress test’ shows that
forecast Group revenue and profit would have to reduce significantly in order to cause this worst-case
scenario. Given the current financial strength of the Group, the combination of events required to achieve
this scenario is considered highly unlikely to occur.
At 31 December 2025, the Group had cash and cash equivalents, net of bank overdrafts of £1,303m and
undrawn credit facilities of £1,750m with an initial maturity date of August 2028. As a result, the Group’s
Consolidated Financial Statements have been prepared on a going concern basis.
Basis of consolidation
Entities over which the Group has the power to direct the relevant activities so as to affect the returns to
the Group, generally through control over the financial and operating policies from either voting or
contractual rights, are accounted for as subsidiaries. Interests acquired in entities are consolidated from
the date the Group acquires control and interests sold are deconsolidated from the date control ceases.
Where, as part of a business combination, the Group is not able to exercise control over a particular
operation due to the existence of legal or other restrictions, the associated assets and liabilities are not
consolidated, and a financial asset or liability is recognised for the economic benefit or obligation to be
received under the contribution agreement. The assets and liabilities are consolidated, and the associated
financial asset or liability derecognised, on the date at which the Group is able to exercise control over
these operations.
Transactions and balances between subsidiaries are eliminated and no profit before tax is recognised on
sales between subsidiaries until the products are sold to customers outside the Group. Transactions with
non-controlling interests are recorded directly in equity. Deferred tax relief on unrealised intra-group profit
is accounted for only to the extent that it is considered recoverable. Refer to Note 29 ‘Subsidiaries’ for a list
of the Group’s subsidiary undertakings.
Haleon
Annual Report and Form 20-F 2025
127
Notes to the Consolidated Financial Statements
continued
Foreign currencies
The Consolidated Financial Statements are presented in GBP, which is also the Company’s functional
currency. Each entity in the Group determines its own functional currency and items included in the
financial statements of each entity are measured using that functional currency.
Foreign currency transactions in individual Group companies are translated into functional currency using
exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of these
transactions, and from translation of monetary assets and liabilities at the rates prevailing on the reporting
period date, are recognised in the income statement except when deferred in equity as qualifying hedges.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the
rates prevailing at the date when the fair value was measured. Non-monetary items measured in terms of
historical cost in a foreign currency are not retranslated.
In preparing the Consolidated Financial Statements, the balances in individual Group companies are
translated from their functional currency into GBP. The income statement, the cash flow statement and all
other movements in assets and liabilities are translated at average rates of exchange as a proxy for the
transaction rate, or at the transaction rate itself if more appropriate. Assets and liabilities are translated
at the closing rates at the end of the reporting period.
The effect of exchange rate differences during the year on net assets of foreign operations is recorded
in equity.
The Group applies hedge accounting to certain exchange differences arising between the functional
currencies of a foreign operation and the functional currency of the parent entity, regardless of whether
the net investment is held directly or through an intermediate parent. Differences arising on retranslation
of a financial liability designated as a foreign currency net investment hedge are recorded in other
comprehensive income/(expenses) and accumulated in equity to the extent that the hedge is effective,
which may be subsequently reclassified to the consolidated income statement. These differences are
reported within profit or loss to the extent that the hedge is ineffective. Gains and losses on the hedging
instrument accumulated in equity are reclassified to profit or loss on the disposal or partial disposal of the
foreign operation.
The principal currencies and relevant exchange rates in the key markets where the Group operates are
shown below:

Average rates: | 2025 | 2024 | 2023
USD/£ | 1.31 | 1.28 | 1.24
Euro/£ | 1.17 | 1.18 | 1.15
CNY/£ | 9.44 | 9.19 | 8.81

Accounting for Argentina and Turkey as hyperinflationary economies
The Argentinian and Turkish economies are designated as hyperinflationary for accounting purposes. The
Group has monitored the impact of inflation on its subsidiaries in these countries and does not believe that
inflation had a material impact on the Group prior to 2024. As a result, application of IAS 29 ‘Financial
Reporting in Hyperinflationary Economies’ has been applied to the entities whose functional currency is the
Argentinian Peso or Turkish Lira effective 1 January 2024.
The application of IAS 29 includes:
-
Adjusting historical cost non-monetary assets and liabilities for the change in purchasing power caused
by inflation from the date of initial recognition to the balance sheet date.
-
Adjusting the income statement for inflation during the reporting period.
-
Translating the income statement at the period end foreign exchange rate instead of an average rate.
-
Adjusting the income statement to reflect the impact of inflation and exchange rate movement on
holding monetary assets and liabilities in local currency.
The main effects of applying IAS 29 on the Group Consolidated Financial Statements are:
-
Revenue and operating profit for the year ended 31 December 2025 decreased by £2m and £3m (31
December 2024: increased by £37m and £10m) respectively.
-
A net monetary gain arising from hyperinflationary economies of £2m (31 December 2024: £6m) was
recorded in the income statement reflecting the impact of adjusting the historical cost of non-monetary
assets and liabilities for inflation from 1 January 2025 to 31 December 2025.
Haleon
Annual Report and Form 20-F 2025
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Impact of climate change
In preparing these Consolidated Financial Statements we have considered the impact of climate change.
The Group does not believe that there is a material impact on the financial reporting judgements and
estimates arising from climate change in the short term and as a result the valuation of our assets and
liabilities has not been significantly impacted by these risks as at 31 December 2025. In concluding, we
specifically considered the impact of climate change on the following areas:

Financial |  |  | Relevant Note for
statement area | Relevant climate-related risks | Relevant ESG targets | further information
Property, plant | - Impact of extreme weather | - Carbon reduction. | Note 12 ‘Property,
and equipment | events on operations and | - Water neutrality at our | plant and equipment’
| supply chain. | manufacturing sites. |
| - Policy: carbon pricing. |  |
Goodwill and | - Impact of extreme weather | - Carbon reduction. | Note 14 ‘Intangible
intangible brands | events on operations and | - Recycle-ready packaging. | assets’
| supply chain. | - Sustainably sourced and |
| - Reduced availability and | deforestation-free materials. |
| increased price volatility of | - Reduced use of virgin |
| raw materials due to chronic | petroleum-based plastic. |
| climate change. |  |
| - Policy: carbon pricing. |  |
| - Changing consumer |  |
| preferences. |  |
Inventory | - Reduced availability and | - Recycle-ready packaging. | Note 15 ‘Inventories’
| increased price volatility of | - Sustainably sourced and |
| raw materials due to chronic | deforestation-free materials. |
| climate change. | - Reduced use of virgin |
| - Policy: carbon pricing. | petroleum-based plastic. |
Going concern | - Impact of extreme weather | - | Viability assessment
and viability | events on operations and |  |
| supply chain. |  |

Whilst there is currently no short-term impact anticipated from climate change, the judgements and
estimates of the Group will be regularly reviewed in light of the increasing risks and dynamic regulatory
landscape as this continues to evolve.
2. Accounting policies
The accounting policies adopted are the same as those which were applied for the previous financial year
except as explained below and hyperinflation accounting outlined in Note 1.
Where an accounting policy is generally applicable to a specific note to the Consolidated Financial
Statements, the policy is described within that note.
The accounting policies below have been applied throughout the Consolidated Financial Statements and
apply to the Financial Statements as a whole.
Revenue
The Group receives revenue for supply of goods to external customers against orders received. The
majority of contracts that the Group enters into relate to sales orders containing single performance
obligations for the delivery of our products.
Product revenue is recognised when control of the goods is passed to the customer. The point at which
control passes is determined by each customer arrangement but generally occurs on delivery to the
customer.
Revenue represents net invoice value (i.e., list price after the deduction of discounts, pricing allowances,
customer incentives, promotional rebates and coupons). Revenue includes fixed and variable consideration.
Variable consideration arises on the sale of goods as a result of discounts and allowances given and
accruals for estimated future returns and rebates. Discounts can either be on-invoice or off-invoice whilst
allowances and rebates are generally off-invoice. The discounts, allowances and promotional rebates are
recognised as a deduction from revenue at the time that the related revenue is recognised or when the
Group has committed to pay the consideration, whichever is later. Variable consideration is not included
in the transaction price until it is highly probable that a significant reversal in the amount of cumulative
revenue recognised will not occur.
The methodology and assumptions used to estimate returns and rebates are monitored and adjusted
regularly in light of contractual and legal obligations, historical trends, past experience and projected
market conditions. Once the uncertainty associated with the returns and rebates is resolved, revenue is
adjusted accordingly. The differences between actual amounts settled and the estimated accrued amounts
are recognised as a change in management estimate in the subsequent reporting period. The assumptions
used in estimation are based on known facts with a high level of accuracy. In addition, the Group’s
promotional programmes are typically short-term in nature resulting in lower inherent estimation
uncertainty.
Some contracts for the sale of consumer health products provide customers with a right to return the
goods within a specified period. A refund liability is recognised for the goods that are expected to
be returned (i.e., the amount not included in the transaction price). A right of return asset (and the
corresponding adjustment to cost of sales) is also recognised for the right to recover the goods from
the customer. The Group uses the most likely amount method to estimate the variable consideration
in contracts with a right to return.
The Group also provides retrospective volume rebates to certain customers once the products purchased
during the period exceed the threshold specified in the contract. A refund liability is recognised for the
expected future rebates (i.e., the amount not included in the transaction price). The Group applies the
most likely amount method to estimate the variable consideration in the contract related to rebates.
Volume rebates and refund liabilities are recognised in trade and other payables.
The Group has elected to apply the practical expedient not to disclose the aggregate amount of
transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as at
the end of the reporting period.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
130
Research and development (R&D)
Research expenditure is charged to the income statement in the period in which it is incurred. Development
expenditure is charged to the income statement in the period in which it is incurred, unless it meets the
requirements of IAS 38 to be capitalised as an intangible asset and then amortised over the useful life of
the developed product.
R&D expenditure comprises expenditure that is directly attributable to the research and development of
new products or variants, including the costs attributable to the generation or improvement of intellectual
property and product registrations, depreciation and amortisation of equipment, real estate and IT assets
used by the R&D function.
Recent accounting developments
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ will replace IAS 1 ‘Presentation of Financial
Statements’ and applies for annual reporting periods beginning on or after 1 January 2027. The new
standard introduces the following key new requirements:
-
Entities are required to classify all income and expenses into five categories in the statement of profit
or loss, namely the operating, investing, financing, discontinued operations, and income tax categories.
Entities are also required to present a newly defined operating profit subtotal. Entities’ net profit will
not change.
-
Management-defined performance measures (MPMs) are disclosed in a single note in the financial
statements.
-
Enhanced guidance is provided on how to group information in the financial statements.
In addition, all entities are required to use operating profit subtotal as the starting point for the statement
of cash flows when presenting operating cash flows under the indirect method.
The Group has established a cross-functional IFRS 18 working group which is currently working to identify
all impacts, the amendments will have on the primary financial statements and notes to the financial
statements. Where required changes have been identified, we have commenced system and reporting
process changes. During 2026, further work will be undertaken to finalise the income statement structure,
statement of cash flows, and MPM disclosures.
All new accounting standards, amendments to accounting standards and interpretations that have been
published by the IASB, and are not effective for 31 December 2025 reporting periods, have not been early
adopted by the Group. Other than IFRS 18, these standards, amendments or interpretations are not
expected to have a material impact on the entity in the current or future reporting periods.
3. Critical accounting judgements and key sources of estimation
uncertainty
In preparing the Consolidated Financial Statements, management is required to make judgements about
when or how items should be recognised in the Consolidated Financial Statements and estimates and
assumptions that affect the amounts of assets, liabilities, income and expenses reported in the
Consolidated Financial Statements. Actual amounts and results could differ from those estimates.
There are no critical accounting judgements. The following is the key source of estimation uncertainty.
Indefinite life brands
Estimation of the recoverable amount of indefinite life brands requires significant estimates of the value of
each brand. The Group reviews indefinite life brands for impairment at least annually or when there is an
indication that the assets may be impaired. The recoverable amounts of indefinite life brands are estimated
using the fair value less costs to sell methodology. These calculations use management’s estimates
consistent with current budgets and plans that have been formally approved, assumptions of market
participants and are based on discounted cash flow forecasts using estimated long-term growth rates.
Refer to Note 14 ‘Intangible assets’ for further details about the Group’s indefinite life brands and
sensitivity analysis of Preparation H. Nexium was reclassified from an indefinite life brand to a definite life
brand during the year.
4. Segment information
Throughout 2025, the Group was organised into business units based on geographical areas and has three
reportable segments:
-
North America.
-
Europe, Middle East, Africa and Latin America (EMEA & LatAm).
-
Asia Pacific (APAC).
No operating segments have been aggregated to form the above reportable operating segments.
Throughout 2025, the Group’s Commercial Operations Board, which consists of the CEO, CFO and other
members of senior leadership, was the Chief Operating Decision Maker (CODM) who monitors the
operating results of the Group’s reportable segments separately for the purpose of making decisions about
resource allocation and performance assessment. The CODM used a measure of adjusted operating profit
to assess the performance of the reportable segments. Adjusted operating profit is defined as operating
profit less net amortisation and impairment of intangible assets, restructuring costs, transaction-related
costs, separation and admission costs, and disposals and others. The CODM did not review IFRS operating
profit or total assets on a segment basis.
The composition of these geographical segments is reviewed on an annual basis. Analysis of revenue and
adjusted operating profit by geographical segment is included below:
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Annual Report and Form 20-F 2025
131
Revenue by segment

| 2025 | 2024 | 2023
| £m | £m | £m
North America | 3,866 | 4,042 | 4,195
EMEA & LatAm | 4,592 | 4,631 | 4,545
APAC | 2,572 | 2,560 | 2,562
Group revenue | 11,030 | 11,233 | 11,302

Transactions between Haleon’s geographical regions are carried out at arm’s length terms in accordance
with appropriate transfer pricing rules and Organisation for Economic Cooperation and Development
(OECD) principles.
Adjusted operating profit by segment

| 2025 | 2024 | 2023
| £m | £m | £m
Group operating profit | 2,412 | 2,206 | 1,996
Reconciling items between Group operating profit and Group |  |  |
adjusted operating profit 1 | 114 | 294 | 553
Total | 2,526 | 2,500 | 2,549
North America | 94 7 | 1,000 | 1,107
EMEA & LatAm | 1,090 | 1,054 | 1,010
APAC | 553 | 539 | 541
Corporate and other unallocated | (64) | (93) | (109)
Total | 2,526 | 2,500 | 2,549

1.
The reconciling items above include:
a) Net amortisation and impairment of intangible assets of £60m (2024: £147m, 2023: £224m): amortisation and
impairment of intangible assets, excluding computer software and impairment of goodwill net of reversals of
impairment.
b) Restructuring costs of £89m (2024: £214m, 2023: £169m): expenses related to business transformation activities where
the plans are sufficiently detailed and well advanced, and where a valid expectation to those affected has been
created.
c) Disposals and others of £(35)m (2024: £(96)m; 2023: £38m): gains and losses on disposals of assets and businesses, tax
indemnities related to business combinations and other items.
The primary products sold by each of the reportable segments consist of Oral Health, Vitamins, Minerals
and Supplements (VMS), Pain Relief, Respiratory Health, Digestive Health and Therapeutic Skin Health and
Other and the product portfolio is consistent across the reportable segments.
During the year, the Group adopted a new structure for reporting revenue by market category. Compared
to previous reporting, the new structure:
-
Splits out Digestive Health & Other into Digestive Health, and Therapeutic Skin Health and Other.
-
Smokers’ Health, which had previously been reported as part of Digestive Health & Other is now
included in Respiratory Health.
-
There are no changes to other categories.
Revenue by market category

| 2025 | 2024 1 | 2023 1
| £m | £m | £m
Oral Health | 3,461 | 3,312 | 3,136
Vitamins, Minerals and Supplements | 1,685 | 1,696 | 1,640
Pain Relie f | 2,564 | 2,564 | 2,652
Respiratory Health | 1,873 | 2,122 | 2,244
Digestive Health | 98 7 | 1,029 | 1,012
Therapeutic Skin Health and Other | 460 | 510 | 618
Group revenue | 11,030 | 11,233 | 11,302

1.
Following the change in market category structure announced on 1 May 2025, 2024 and 2023 figures have been restated.
Revenue attributable to the country of domicile and foreign countries with the most significant contribution
to the Group’s revenue are included below:
Revenue by geography

| 2025 | 2024 | 2023
| £m | £m | £m
UK | 374 | 384 | 381
US & Puerto Rico | 3,468 | 3,616 | 3,755
China | 999 | 987 | 966
Rest of the World | 6,189 | 6,246 | 6,200
Group revenue | 11,030 | 11,233 | 11,302

Other segmental information

|  |  |  | Other |
|  | EMEA & |  | reconciling |
| North America | LatAm | APAC | items | Total
| £m | £m | £m | £m | £m
Y ear ended 31 December 2025 |  |  |  |  |
Depreciation and amortisation | 91 | 149 | 51 | 69 | 360
Impairment charges | 12 | 4 | 2 | 29 | 4 7
Impairment reversal | – | – | – | – | –
Y ear ended 31 December 2024 |  |  |  |  |
Depreciation and amortisation | 91 | 144 | 53 | 36 | 324
Impairment charges | 8 | 5 | 1 | 193 | 20 7
Impairment reversal | – | – | – | (15) | (15)
Y ear ended 31 December 2023 |  |  |  |  |
Depreciation and amortisation | 97 | 124 | 49 | 39 | 309
Impairment charges | 3 | 5 | 2 | 190 | 200
Impairment reversal | – | – | – | – | –

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
132
Non-current assets attributable to the country of domicile and all foreign countries with significant non-
current assets are included below:

| 2025 | 2024 | 2023
| £m | £m | £m
UK | 302 | 334 | 405
US & Puerto Rico | 7,17 7 | 7,523 | 7,622
Rest of the World | 20,168 | 20,346 | 20,844
Non-current assets | 27,64 7 | 28,203 | 28,871

Non-current assets by location exclude derivatives, other investments, deferred tax assets and post-
employment benefit assets.
5. Other operating income/(expense)
Other operating income/expense includes income and expense from all other operating activities which are
not related to the ordinary course of business of the Group, such as gains/losses from disposals and
transaction-related costs.
In 2024, the Group recognised £121m gain on disposal of the Nicotine Replacement Therapy (NRT)
business outside the US. Refer to Note 27 ‘Acquisitions and disposals’ for further details about the business
disposal. In 2025, the Group recognised a further £12m gain in relation to the sale of the NRT business
which took place in 2024.
In 2023, the Group recognised £10m loss on disposal of the Lamisil brand.
6. Operating profit
Expenditure is recognised in respect of goods and services received when supplied in accordance with
contractual terms. Provision is made when an obligation exists for a future liability in respect of a past
event and where the amount of the obligation can be reliably estimated. Advertising and promotion (A&P)
expenditure is charged to the income statement as incurred. Shipment costs on intercompany transfers are
charged to cost of sales; distribution costs on sales to customers are included in selling, general and
administration (SG&A).
Key expenses included in operating profit

| 2025 | 2024 | 2023
| £m | £m | £m
Advertising and promotion 1 | 2,256 | 2,157 | 2,023
Distribution costs 1 | 230 | 239 | 237
Separation and admission costs | – | 30 | 120
Restructuring costs | 89 | 214 | 169

1.
Reported within selling, general and administration.
Separation and admission costs represent costs incurred in relation to and in connection with the
separation and listing of the Group as a standalone business in 2022. Separation and admission costs are
reported within cost of sales (2025: £nil, 2024: £1m, 2023: £4m) and the selling, general and administration
expense (2025: £nil, 2024: £29m, 2023: £116m).
Restructuring costs
Restructuring costs are recognised and provided for, where appropriate, in respect of the direct
expenditure of a business reorganisation where the plans are sufficiently detailed and well advanced, and
where a valid expectation to those affected has been created by either starting to implement the
restructuring plans or announcing its main features. Restructuring costs are those mainly related to specific
Board-approved restructuring programmes, including integration costs following material acquisitions,
which are structural in nature and significant in scale.
Restructuring costs include severance and other personnel costs, professional fees, impairments of assets
and other related items.
Haleon may undertake restructuring programmes in response to changes in the Group’s trading
environment and overall strategy or following significant acquisitions. Costs, both cash and non-cash, of
these programmes are provided for as individual elements are approved and meet the accounting
recognition criteria. As a result, charges may be incurred over a number of years following the initiation of a
major restructuring programme.
Restructuring costs in 2025, 2024 and 2023 mainly relate to business transformation activities associated
with our programme to increase productivity and agility. Refer to Note 21 ‘Provisions’ for further details
about the Group’s restructuring provisions.
A breakdown of the restructuring costs is included below:

| 2025 | 2024 | 2023
| £m | £m | £m
Cost of sales | 55 | 123 | 26
Selling, general and administration, and other operating expenses | 33 | 90 | 129
Research and development | 1 | 1 | 14
Total | 89 | 214 | 169

| 2025 | 2024 | 2023
| £m | £m | £m
Cash | 54 | 146 | 168
Non-cash | 35 | 68 | 1
Total | 89 | 214 | 169

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Annual Report and Form 20-F 2025
133
Fees payable to the Group’s auditors (and their associates) included in operating profit
In April 2023 KPMG LLP was appointed as external auditor for the Group. A fee breakdown for audit fee is
shown in the table below.

|  | 2025 | 2024 | 2023
|  | £m | £m | £m
KPMG LLP | Audit of Group Consolidated Financial Statements | 12 | 12 | 11
| Audit of the Company’s subsidiaries | 5 | 5 | 5
| Audit services | 17 | 17 | 16
| Other services 1 | 1 | 2 | 1
Total |  | 18 | 19 | 17

1.
Other services provided by KPMG relate to permissible tax compliance and advisory services £0.5m (2024: £0.4m), other
audit-related services £0.4m (2024: £1.5m) and other services £0.2m (2024: £0.2m).
7. Employees and remuneration of key management personnel
Employees
The average number of employees by individual geographical segment and the Group’s total employment
costs are included below.
Average number of employees

| 2025 | 2024 | 2023
| ‘ 000 | ‘000 | ‘000
North America | 4 | 4 | 5
EMEA & LatAm | 12 | 13 | 12
APAC | 8 | 7 | 7
Total | 24 | 24 | 24

Aggregate remuneration of all employees including Directors

| 2025 | 2024 | 2023
| £m | £m | £m
Wages and salaries 1 | 1,692 | 1,772 | 1,751
Social security costs | 175 | 173 | 176
Pensions and other post-employment costs (Note 20) | 25 | 29 | 26
Share-based incentive plans (Note 26) | 95 | 117 | 88
Severance costs from integration and restructuring activities | 48 | 79 | 108
Total | 2,035 | 2,170 | 2,149

1.
Included in wages and salaries are costs in relation to defined contribution pension schemes, principally in the US and UK,
of £62m (2024: £60m, 2023: £70m).
Remuneration of key management personnel
Key management personnel comprises the Executive Directors and the Executive Team. The compensation
of key management personnel in respect of their services to the Group in aggregate was as follows:

| 2025 | 2024 | 2023
| £m | £m | £m
Wages and salaries | 23 | 22 | 19
Social security costs | 5 | 3 | 2
Defined contribution schemes | 1 | 1 | 1
Share-based incentive plans | 20 | 20 | 15
Non-executive directors fees | 2 | 2 | 2
Total | 51 | 48 | 39

The gain on the share awards exercised by Directors in 2025 amounted to £1.8m (2024: £0.1m, 2023: £nil).
This gain reflects the increase in share price between the grant date and the release date.
8. Net finance costs
Net finance costs comprise finance expense and finance income. Finance income includes income on cash and
cash equivalents and income on other financial assets. Finance expense includes interest costs in relation to
financial liabilities including interest on bonds and lease liabilities, which represents the unwind of the discount
rate applied to lease liabilities. Borrowing costs are recognised based on the effective interest method.
Net finance costs

| 2025 | 2024 | 2023
| £m | £m | £m
Interest income on financial assets at amortised cost: |  |  |
Cash and cash equivalents | 57 | 65 | 25
Net gain on financial assets measured at fair value through profit or loss | 21 | 17 | 7
Net gains and losses arising from: |  |  |
Financial instruments mandatorily measured at fair value through |  |  |
profit or loss | – | – | (109)
Retranslation of loans and bonds | – | – | 111
Total finance income | 78 | 82 | 34
Interest expense arising on: |  |  |
Financial liabilities at amortised cost | (340) | (389) | (409)
Reclassification of hedges from other comprehensive income | 22 | 22 | 23
Net gains and losses arising from: |  |  |
Financial instruments mandatorily measured at fair value through |  |  |
profit or loss | (50) | 11 | –
Retranslation of loans and bonds | 50 | (13) | –
Finance expense arising on lease liabilities | (7) | (5) | (5)
Other finance expense | (15) | (10) | (11)
Total finance expense | (340) | (384) | (402)
Net finance costs | (262) | (302) | (368)

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
134
9. Taxation
Income tax
Income tax expense represents the sum of the current and deferred taxes.
Current tax payable or recoverable is based on taxable profit for the year, and any adjustments in respect
of prior periods. Taxable profit differs from profit as reported in the income statement because some items
of income or expense are taxable or deductible in different years or may never be taxable or deductible.
The amount of current tax payable or receivable is the best estimate of the amount expected to be paid to,
or received from, tax authorities. It is calculated using tax rates and laws that have been substantively
enacted at the reporting date. In addition to ordinary income tax expense, total current tax includes any
global minimum top-up taxes that might be due under Pillar Two legislation.
Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they either relate to income taxes levied by the same taxation
authority on either the same taxable entity or on different taxable entities which intend to settle the
current tax assets and liabilities on a net basis.
Tax is charged or credited to the income statement, except when it relates to items charged or credited to
other comprehensive income/(expense) or directly to equity, in which case the tax is recognised in other
comprehensive income/(expense) or in equity.
The Group recognises provisions for uncertain tax positions when it is probable that a tax authority would
not accept an uncertain tax treatment. This is done by assuming the tax authority will examine all the
amounts and would have full knowledge of all related information when making those examinations.
Uncertain tax positions are assessed and measured on an issue-by-issue basis within the jurisdictions that
we operate either using management’s estimate of the most likely outcome where the issues are binary,
or the expected value approach where the issues have a range of possible outcomes.
Where open tax matters exist, the ultimate liability for such matters may vary from the amounts provided
and is dependent upon the outcome of negotiations with the relevant tax authorities or, if necessary,
litigation proceedings. At 31 December 2025, the Group had recognised provisions of £122m in respect
of such uncertain tax positions (2024: £124m, 2023: £148m). Due to the number of uncertain tax positions
held and the number of jurisdictions to which these relate, it is not practicable to give meaningful
sensitivity estimates.
The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable,
as part of the income tax expense.
Tax charged to the income statement
The major components of income tax expense are:
Taxation charge/(credit) based on profits for the period

| 2025 | 2024 | 2023
| £m | £m | £m
Current year charge | 529 | 608 | 570
Charge in respect of prior periods | (20) | (62) | (31)
Pillar Two income tax | 2 | 3 | –
Total current taxation | 511 | 549 | 539
Total deferred taxation | (39) | (114) | (22)
Total | 472 | 435 | 51 7

The tax charge on the Group’s profit for the year can be reconciled from the standard rate of corporation
tax in the UK of 25% (2024: 25%, 2023: 23.5%) as follows:
Reconciliation of the taxation rate on the Group’s profit

| 2025 | 2024 | 2023
| £m | £m | £m
Profit before tax | 2,152 | 1,910 | 1,628
UK statutory rate of taxation of 25% (2024: 25%, 2023: 23.5%) | 538 | 478 | 383
Differences in overseas taxation rates | (26) | (18) | (2)
Benefit of substance-based tax rulings | (7) | (5) | (21)
R&D tax credits | (8) | (6) | (6)
Tax losses not recognised | (4) | – | –
Permanent differences on disposals, acquisitions and transfers | – | (35) | 155
Items non-deductible/taxable for tax purposes | 43 | 64 | 55
Reassessment of prior year estimates | (2) | (50) | (65)
Changes in tax rates | (62) | 7 | 18
Total tax charge | 472 | 435 | 51 7

The Group has a substantial business presence in many countries around the world. The effect of overseas
tax rates represents the tax impact on profits arising outside the UK that are then taxed at rates different
to the statutory rate in the UK. In 2023, the impact was smaller due to a lower UK statutory rate of tax
applicable in that year.
The tax effect of disposals, acquisitions and transfers can vary from the accounting profit or loss that arises.
The credit recorded in 2024 relates to a business divestment, whilst the 2023 charge related to the
deferred tax impact of intra-group transfers.
Items non-deductible/taxable for tax purposes include irrecoverable withholding taxes, charges on
controlled foreign companies, as well as other costs that are not deductible for tax purposes.
The reassessment of prior year estimates includes settlements reached following conclusion of tax
authority reviews, differences between final tax return submissions and liabilities accrued in the financial
statements and the release of prior year uncertain tax positions. In 2023, this also included a one-off
deferred tax credit of £37m.
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Annual Report and Form 20-F 2025
135
The impact of changes in tax rates results from the revaluation of temporary differences due to a difference
in applicable tax rates. In 2025, this primarily relates to changes in the blended rate of state tax that
is applicable in the United States along with new legislation substantively enacted in Germany that
progressively decreases the applicable tax rate from 2027. In 2023, this primarily related to new Cantonal
legislation substantively enacted in Switzerland that increases the applicable tax rate from 2025.
Future tax charges, and therefore the effective tax rate, may be affected by factors such as acquisitions,
disposals, restructurings, the location of research and development activity, tax regime reforms, agreements
with tax authorities and resolution of open matters as the Group continues to bring its tax affairs up to date
around the world.
In addition to the amounts charged to the income statement, tax of £3m has been credited directly to
equity or through comprehensive income/(expense) (2024: £3m credit, 2023: £6m credit) of which a £3m
credit (2024: £1m credit, 2023: £5m credit), is included in current tax and £nil (2024: £2m credit, 2023: £1m
credit) is included in deferred tax. This principally relates to cash flow hedges, post-employment benefits
and share based compensation.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary
differences between the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit. It is accounted for using the statement
of financial position liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that
temporary differences or taxable profits will be available against which deductible temporary differences
can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition
(other than in a business combination) of assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit. Deferred tax liabilities are not recognised to the extent they arise
from the initial recognition of non-tax deductible goodwill. In addition, the Group has neither recognised
nor disclosed information about deferred tax assets or liabilities relating to Pillar Two income taxes as
required by the temporary, mandatory deferred tax exception to IAS 12.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint arrangements, except where the Group is able to control
the reversal of the temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to
reflect changes in the Group’s assessment that sufficient taxable profits will be available to allow all or
part of the assets to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in
the period when the liability is settled or the asset realised, based on tax rates that have been enacted or
substantively enacted by the reporting period date.
Deferred tax assets and liabilities comprise of:

| 2025 | 2024
| £m | £m
Deferred tax assets | 289 | 276
Deferred tax liabilities | (3,222) | (3,353)
Total | (2,933) | (3,077)

Movement in deferred tax assets and liabilities

|  |  | Pensions & |  |  |  |
| Accelerated |  | other post- |  | Intra- | Other net |
| capital |  | employment |  | group | temporary |
| allowances | Intangibles | benefits | Tax losses | profit | differences | Total
| £m | £m | £m | £m | £m | £m | £m
As at 1 January 2025 | (93) | (3,474) | 23 | 13 | 110 | 344 | (3,077)
Hyperinflation adjustment | – | 1 | – | – | – | – | 1
Exchange adjustments | 4 | 110 | (1) | (1) | 1 | (9) | 104
(Charge)/credit to income |  |  |  |  |  |  |
statement | (13) | 45 | (2) | (3) | 2 | 10 | 39
(Charge)/credit to statement of |  |  |  |  |  |  |
comprehensive income | – | – | (6) | – | – | 5 | (1)
Credit directly to equity | – | – | – | – | – | 1 | 1
At 31 December 2025 | (102) | (3,318) | 14 | 9 | 113 | 351 | (2,933)

|  |  | Pensions & |  |  |  |
| Accelerated |  | other post- |  | Intra- | Other net |
| capital |  | employment |  | group | temporary |
| allowances | Intangibles | benefits | Tax losses | profit | differences | Total
| £m | £m | £m | £m | £m | £m | £m
As at 1 January 2024 | (94) | (3,613) | 32 | 11 | 175 | 26 7 | (3,222)
Hyperinflation adjustment | (3) | (2) | – | – | – | (1) | (6)
Exchange adjustments | – | 19 | (1) | – | (11) | (7) | –
Credit/(charge) to income |  |  |  |  |  |  |
statement | 4 | 87 | (1) | 2 | (54) | 76 | 114
(Charge)/credit to statement of |  |  |  |  |  |  |
comprehensive income | – | – | (7) | – | – | 9 | 2
Arising on business |  |  |  |  |  |  |
acquisitions/disposals | – | 35 | – | – | – | – | 35
At 31 December 2024 | (93) | (3,474) | 23 | 13 | 110 | 344 | (3,077)

Provision for deferred tax liabilities of £32m (2024: £34m) has been made in respect of the taxation that
would arise on the future distribution of retained profits by certain overseas subsidiaries. Deferred tax
is not provided on temporary differences of £187m (2024: £218m) arising on unremitted profits as
management can control any future reversal and does not consider such a reversal to be probable.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
136
The Group has recognised a deferred tax asset for trading losses of £9m (2024: £12m) on the basis of
management forecasts which demonstrate these losses should be recovered in the foreseeable future. No
deferred tax asset has been recognised in respect of gross trading losses of £178m (2024: £195m) due to
the unpredictability of future profits. Included in this unrecognised amount are US state tax losses of
£108m (2024: £127m) which can only be carried forward for between 15 and 20 years. These losses expire
at various dates over the next 10 years (2024: 12 years). Other unrecognised trading losses may be carried
forward indefinitely.
A deferred tax asset of £nil (2024: £1m) has been recognised for capital tax losses available for offset
against future capital receipts. The gross value of capital losses for which no deferred tax asset is
recognised is £nil (2024: £26m) as all preexisting capital losses have been utilised, or have expired, during
the current year.
10. Dividends
Dividends are recognised on the date that the shareholder’s right to receive payment is established.
Interim dividends are recognised when they become payable to Company’s shareholders. Final dividends
are recognised when they are approved by shareholders. The Board are proposing a final dividend for the
year ended 31 December 2025 of 4.9p per ordinary share. Subject to shareholder approval at the AGM, it
will be paid on 14 May 2026 to holders of ordinary shares and ADS on the register as of 10 April 2026.
Dividends declared and paid during the year

| 2025 | 2024 | 2023
|  | Dividend | Total |  | Dividend | Total |  | Dividend | Total
| Paid/ | per share | dividend | Paid/ | per share | dividend | Paid/ | per share | dividend
| payable | (pence) | (£m) | payable | (pence) | (£m) | payable | (£m) | (£m)
| 18 Sep |  |  |  |  |  |  |  |
2025 interim dividend | 2025 | 2.2 | 19 7 | – | – | – | – | – | –
| 5 June |  |  |  |  |  |  |  |
2024 final dividend | 2025 | 4.6 | 415 | – | – | – | – | – | –
| – | – | – | 19 Sep |  |  |  |  |
2024 interim dividend |  |  |  | 2024 | 2.0 | 182 | – | – | –
| – | – | – | 16 May |  |  |  |  |
2023 final dividend |  |  |  | 2024 | 4.2 | 388 | – | – | –
| – | – | – |  |  |  | 5 Oct |  |
2023 interim dividend |  |  |  | – | – | – | 2023 | 1.8 | 166
| – | – | – |  |  |  | 27 Apr |  |
2022 final dividend |  |  |  | – | – | – | 2023 | 2.4 | 222

11. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to shareholders by the Company’s
weighted average number of share units in issue during the year after deducting treasury shares or shares
held by employee benefit trusts (EBTs) if any.
Diluted earnings per share has been calculated after adjusting the weighted average number of shares
used in the basic calculation to assume the conversion of all potentially dilutive shares.
Earnings per share

| 2025 | 2024 | 2023
Profit after tax attributable to equity shareholders (£m) | 1,66 7 | 1,442 | 1,049
Weighted average number of shares (million) | 9,004 | 9,142 | 9,235
Less: weighted average number of treasury shares and shares held |  |  |
by EBTs (million) 1 | (22) | (10) | (2)
Basic weighted average number of shares (million) | 8,982 | 9,132 | 9,233
Effect of dilutive potential shares (million) | 44 | 43 | 30
Diluted weighted average number of shares (million) | 9,026 | 9,175 | 9,263
Basic earnings per share (pence) | 18.6 | 15.8 | 11.4
Diluted earnings per share (pence) | 18.5 | 15.7 | 11.3

1.
The total number of shares held as at 31 December 2025 was 47.0m, of which 45.7m were treasury shares. The impact of
these shares on the basic weighted average number of shares was only 22m because these shares were acquired towards
the end of the accounting period. These shares were acquired to meet the equity-settled share-based payment
obligations vesting in Q1 2026.
12. Property, plant and equipment
Land, buildings, plant, equipment and vehicles are valued at their cost, less any accumulated depreciation
and any accumulated impairment losses.
Assets under construction are carried at cost, less any recognised impairment losses. Depreciation of these
assets commences when the assets are ready for their intended use.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in
acquisition and installation of the assets.
Depreciation is recognised on a straight-line basis, over the estimated useful lives of the asset. Residual
values and useful lives are reviewed, and where appropriate adjusted annually. Estimated useful lives of
the major categories of assets are shown below:

Freehold buildings | 20 to 50 years
Leasehold land and buildings | Lease term or 20 to 50 years
Plant and machinery | 10 to 20 years
Equipment and vehicles | 3 to 10 years

Property, plant and equipment is subject to review for impairment if triggering events or circumstances
indicate an impairment may exist. If an indication of impairment exists, the recoverable amount of the asset
or cash generating unit is estimated and any impairment loss is charged to the income statement as it arises.
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Annual Report and Form 20-F 2025
137
Where there has been a change in the estimates used to determine recoverable amount and an impairment
loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its
recoverable amount, not to exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset in prior years and an impairment loss reversal is recognised
immediately in the income statement.
On disposal of property, plant and equipment, the cost and related accumulated depreciation and
impairments are derecognised from the Consolidated Financial Statements and the net amount, less any
proceeds, is taken to the income statement.
Property, plant and equipment

|  | Plant, | Assets |
| Land and | equipment | under |
| buildings | and vehicles | construction | Total
| £m | £m | £m | £m
Cost at 1 January 2024 | 970 | 1,708 | 373 | 3,051
Hyperinflation adjustment | 3 | 6 | 4 | 13
Exchange adjustments | (11) | (25) | (10) | (46)
Additions | – | – | 250 | 250
Additions from business acquisitions | (2) | 1 | – | (1)
Disposals and write-offs | (2) | (32) | (3) | (37)
Reclassifications | 54 | 231 | (276) | 9
Cost at 31 December 2024 | 1,012 | 1,889 | 338 | 3,239
Hyperinflation adjustment | 1 | 1 | – | 2
Exchange adjustments | (19) | (19) | (8) | (46)
Additions | 4 | 8 | 310 | 322
Disposals and write-offs | (5) | (57) | (17) | (79)
Reclassifications | 51 | 181 | (235) | (3)
Cost at 31 December 2025 | 1,044 | 2,003 | 388 | 3,435
Depreciation at 1 January 2024 | (330) | (925) | – | (1,255)
Hyperinflation adjustment | – | (3) | – | (3)
Exchange adjustments | 1 | 12 | – | 13
Charge for the year | (34) | (138) | – | (172)
Disposals and write-offs | 1 | 29 | – | 30
Reclassifications | – | (4) | – | (4)
Depreciation at 31 December 2024 | (362) | (1,029) | – | (1,391)
Hyperinflation adjustment | – | 1 | – | 1
Exchange adjustments | 7 | 7 | – | 14
Charge for the year | (36) | (153) | – | (189)
Disposals and write-offs | 4 | 50 | – | 54
Reclassifications | – | – | – | –
Depreciation at 31 December 2025 | (387) | (1,124) | – | (1,511)

|  | Plant, | Assets |
| Land and | equipment | under |
| buildings | and vehicles | construction | Total
| £m | £m | £m | £m
Impairment at 1 January 2024 | (3) | (6) | (7) | (16)
Exchange adjustments | – | 1 | 1 | 2
Impairment losses | (1) | (17) | (15) | (33)
Disposals and write-offs | 1 | 3 | 3 | 7
Reclassifications | – | 1 | – | 1
Impairment at 31 December 2024 | (3) | (18) | (18) | (39)
Exchange adjustments | 1 | (2) | – | (1)
Impairment losses | (2) | (30) | (1) | (33)
Disposals and write-offs | 1 | 5 | 14 | 20
Reclassifications | – | – | – | –
Impairment at 31 December 2025 | (3) | (45) | (5) | (53)
Depreciation and impairment at 31 December 2024 | (365) | (1,047) | (18) | (1,430)
Depreciation and impairment at 31 December 2025 | (390) | (1,169) | (5) | (1,564)
Net book value at 31 December 2024 | 64 7 | 842 | 320 | 1,809
Net book value at 31 December 2025 | 654 | 834 | 383 | 1,871

Impairment losses charged to cost of sales for 2025 is £27m (2024: £27m, 2023: £nil) and £6m for 2025
(2024: £6m, 2023: £7m) has been charged to selling, general and administration.
Reversals of impairment arise from subsequent reviews of the impaired assets where the conditions which
gave rise to the original impairments are deemed no longer to apply. There were no impairment reversals
credited to cost of sales in the years presented.
Reclassifications include £(3)m for 2025 (2024: £6m, 2023: £22m) related to assets under construction that
have been reclassified to computer software in intangible assets during the year.
Impact of climate change
The impact of damage and disruption caused by extreme weather events on the useful lives of property,
plant and equipment were considered. Management undertook a modelling exercise to estimate the
potential impact that extreme weather events could have on the Group’s manufacturing sites. Management
considered that the hazards with the greatest potential impact over the long-term time horizon are riverine
and flash flooding, and heatwaves. Given the geographical spread of the Group’s manufacturing sites, the
prospect of every site being impacted in any given year, or for every year, is considered remote and as a
result, the level of loss potentially arising would not be considered significant for the Group. In addition,
the majority of the Group’s assets have useful lives that end ahead of the medium- to long-term timescales
expected for extreme climate events to occur. Therefore, we consider that there is no material impairment
risk on the property, plant, and equipment balances for the year as a result of climate change.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
138
13. Right of use assets
When the Group leases an asset, a ‘right of use asset’ is recognised for the leased item and a lease liability
is recognised for any lease payments to be paid over the lease term at the lease commencement date
except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-
value assets (defined as assets with an initial fair value less than approximately £10,000).
The right of use asset is initially measured at cost, being the present value of the lease payments paid or
payable, plus any initial direct costs incurred in entering into the lease and less any lease incentives
received. Non-lease components are accounted for separately from the lease components in plant and
equipment leases but are not separately accounted for in land and buildings or vehicle leases.
Right of use assets where title is expected to pass to the Group at a point in the future are depreciated in a
manner consistent to that for owned property, plant and equipment. In other cases, right of use assets are
depreciated over the shorter of the useful life of the asset or the lease term. The lease term is the non-
cancellable period of the lease plus any periods for which the Group is reasonably certain to exercise any
extension options. If right of use assets are considered to be impaired, the carrying value is reduced
accordingly.
Lease liabilities are initially measured at the value of the lease payments over the lease term that are not
paid at the commencement date and are usually discounted using the incremental borrowing rates of the
applicable Group entity (the rate implicit in the lease is used if it is readily determinable). Lease payments
included in the lease liability include both fixed payments and in-substance fixed payments during the term
of the lease.
After initial recognition, the lease liability is recorded at amortised cost using the effective interest method.
It is remeasured when there is a change in future lease payments or if the Group’s assessment of the lease
term changes; any changes in the lease liability as a result of these changes also results in a corresponding
change in the recorded right of use asset.
Right of use assets

| Land and | Plant and |  |
| buildings | equipment | Vehicles | Total
| £m | £m | £m | £m
Net book value at 1 January 2024 | 105 | 1 | 16 | 122
Exchange adjustments | (3) | – | (1) | (4)
Additions | 29 | – | 19 | 48
Depreciation | (39) | (1) | (13) | (53)
Disposals and write-offs | (1) | – | – | (1)
Net book value at 31 December 2024 | 91 | – | 21 | 112
Exchange adjustments | (2) | 1 | (1) | (2)
Additions | 49 | 1 | 1 7 | 6 7
Depreciation | (38) | (1) | (12) | (51)
Net book value at 31 December 2025 | 100 | 1 | 25 | 126

The total cash outflow for leases amounted to £60m in 2025 (2024: £60m, 2023: £55m). The Group has
lease commitments relating to leases that have not commenced at year end of £14m (2024: £2m, 2023:
£1m). Refer to Note 19 ‘Borrowings’ for further details on the Group’s lease liabilities.
14. Intangible assets
Goodwill
Goodwill arising on consolidation represents the excess of the fair value of the consideration transferred
over the fair value of the Group’s share of the identifiable assets and liabilities of the acquired subsidiaries
at the date of acquisition. Goodwill is not subject to amortisation but is tested annually for impairment,
or more frequently where indicators of impairment exist, and is carried at cost less any accumulated
impairment losses.
For the purpose of impairment testing, assets are grouped in cash generating units (CGUs). A CGU is
identified as the lowest aggregation of assets that generate largely independent cash inflows, and which
is looked at by management for monitoring and managing the business.
If the recoverable amount of the CGU is less than the carrying amount, an impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of
the CGU pro rata on the basis of the carrying amount of each asset in the CGU. Any impairment loss is
immediately recognised in the consolidated income statement and an impairment loss recognised for
goodwill is not subsequently reversed.
The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset
for which the estimates of future cash flows have not been adjusted.
Management uses the approved three-year strategic plan and the projected cash flows for a further
two-year period as the basis for the Group CGUs’ value in use calculations.
On disposal, the attributable amount of goodwill is included in the determination of the gain or loss on
disposal.
Other intangibles
Intangible assets are recognised when they are identifiable, the Group controls the asset, it is probable
that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can
be reliably measured.
Separately purchased brands are initially measured at cost, being the purchase price as at the date of
acquisition. Acquired brands are valued independently and recognised at fair value when the Group
completes a business combination from third parties, where brands have a value which is substantial and
long term and where the brands either are contractual or legal in nature or can be sold separately from the
rest of the businesses acquired. The determination of the fair values of the separately identified intangibles
is based, to a considerable extent, on management’s judgement. Brands are amortised over their estimated
useful lives of up to 20 years, except where it is considered that the useful economic life is indefinite.
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Annual Report and Form 20-F 2025
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Indefinite life brands mainly comprise trademarks and brands for which there is no foreseeable limit to
the period over which they are expected to generate net cash inflows. These are considered to have an
indefinite life, given the strength and durability of the brands and the level of advertising and promotion
support. These brands are in relatively similar, stable and profitable market sectors, with similar risk
profiles, and their size, diversification and market shares mean that the risk of market-related factors
causing a reduction in the lives of the brands is considered to be relatively low. The Group is not aware of
any material legal, regulatory, contractual, competitive, economic or other factors which could limit their
useful lives. Accordingly, they are not amortised.
Intangible assets are stated at cost less provisions for amortisation and impairments. Licences, patents,
know-how and marketing rights separately acquired or acquired as part of a business combination are
amortised over their estimated useful lives, generally not exceeding 20 years, using the straight-line basis
from the time they are available for use. The estimated useful lives for determining the amortisation charge
consider patent lives, where applicable, as well as the value obtained from periods of non-exclusivity.
Asset lives are reviewed and, where appropriate, adjusted annually.
Any development costs incurred by the Group and associated with acquired licences, patents, know-how
or marketing rights are written off to the income statement when incurred.
The costs of acquiring and developing computer software for internal use and internet sites for external
use are capitalised as intangible fixed assets where the software or site supports a significant business
system and the expenditure leads to the creation of an asset. Enterprise Resource Planning (ERP) systems
software is amortised over 7-10 years and other computer software over 3-5 years.
The carrying values of all non-current assets are reviewed for impairment, either on a standalone basis
or as part of a larger CGU, when there is an indication that the assets might be impaired. Additionally,
intangible assets with indefinite useful lives and intangible assets which are not yet available for use
are tested for impairment annually. Any provision for impairment is charged to the income statement.
If the recoverable amount of an intangible asset is less than the carrying amount, an impairment loss is
recognised in the income statement. The recoverable amount is the higher of fair value less costs of
disposal and value in use. Impairment losses are only reversed if there has been a change in estimates
used to determine recoverable amounts and only to the extent that the revised recoverable amounts
do not exceed the carrying values that would have existed, net of amortisation, had no impairments
been recognised.
Intangible assets

|  |  | Amortised |  |  |
|  |  | brands, |  |  |
|  | Indefinite | licences |  | Assets |
|  | life | and | Computer | under |
| Goodwill | brands | patents | software | construction | Total
| £m | £m | £m | £m | £m | £m
Cost at 1 January 2024 | 8,31 7 | 18,213 | 391 | 542 | 83 | 27,546
Hyperinflation adjustments | 1 | 7 | – | 3 | – | 11
Exchange adjustments | 17 | (80) | (2) | (3) | 1 | (67)
Additions | – | 8 | 4 | 4 | 58 | 74
Disposals and write-offs | – | – | (1) | (8) | (32) | (41)
Reclassifications | – | – | (2) | 45 | (49) | (6)
Transfer to assets held for sale | (133) | (247) | – | – | – | (380)
Cost at 31 December 2024 | 8,202 | 17,901 | 390 | 583 | 61 | 27,13 7
Hyperinflation adjustments | (1) | (1) | – | – | – | (2)
Exchange adjustments | (72) | (482) | (15) | (6) | 1 | (574)
Additions | – | – | 1 | 2 | 88 | 91
Disposals and write-offs | – | – | – | (19) | (1) | (20)
Reclassifications | – | (682) | 682 | 50 | (49) | 1
Cost at 31 December 2025 | 8,129 | 16,736 | 1,058 | 610 | 100 | 26,633
Amortisation at 1 January 2024 | – | – | (211) | (321) | – | (532)
Hyperinflation adjustments | – | – | – | (2) | – | (2)
Exchange adjustments | – | – | – | 2 | – | 2
Charge for the period | – | – | (24) | (75) | – | (99)
Disposals and write-offs | – | – | – | 4 | – | 4
Amortisation at 31 December 2024 | – | – | (235) | (392) | – | (627)
Hyperinflation adjustments | – | – | – | – | – | –
Exchange adjustments | – | – | 4 | 2 | – | 6
Charge for the period | – | – | (51) | (69) | – | (120)
Disposals and write-offs | – | – | – | 1 7 | – | 1 7
Reclassifications | – | – | – | 2 | – | 2
Amortisation at 31 December 2025 | – | – | (282) | (440) | – | (722)

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
140

|  |  | Amortised |  |  |
|  |  | brands, |  |  |
|  |  | licences |  | Assets |
|  | Indefinite | and | Computer | under |
| Goodwill | life brands | patents | software | construction | Total
| £m | £m | £m | £m | £m | £m
Impairment at 1 January 2024 | – | (140) | (9) | (10) | – | (159)
Exchange adjustments | – | (3) | – | – | – | (3)
Impairment losses | – | (135) | (3) | (4) | (32) | (174)
Disposals and write-offs | – | – | 1 | 4 | 32 | 3 7
Impairment at 31 December 2024 | – | (278) | (11) | (10) | – | (299)
Exchange adjustments | – | 12 | (1) | 1 | – | 12
Impairment losses | (2) | (7) | – | (4) | (1) | (14)
Reclassifications | – | 131 | (131) | – | – | –
Disposals and write-offs | – | – | – | 2 | 1 | 3
Impairment at 31 December 2025 | (2) | (142) | (143) | (11) | – | (298)
Amortisation and impairment at 31 |  |  |  |  |  |
December 2024 | – | (278) | (246) | (402) | – | (926)
Amortisation and impairment at 31 |  |  |  |  |  |
December 2025 | (2) | (142) | (425) | (451) | – | (1,020)
Net book value at 31 December 2024 | 8,202 | 17,623 | 144 | 181 | 61 | 26,211
Net book value at 31 December 2025 | 8,12 7 | 16,594 | 633 | 159 | 100 | 25,613

The net book value of computer software included £71m (2024: £84m, 2023: £122m) of internally
generated costs.
Goodwill impairment
Goodwill mainly arose from the Novartis Transaction in 2015 (£2.6bn) and the Pfizer Transaction in 2019
(£5.6bn).
Goodwill is allocated to the Group’s CGUs as follows:

| 2025 | 2024
| £m | £m
North America | 3,258 | 3,230
EMEA & LatAm | 2,855 | 2,827
APAC | 2,014 | 2,145
Net book value at 31 December | 8,12 7 | 8,202

The recoverable amounts of the CGUs are assessed using a value in use model (2024: value in use). Value
in use is calculated using a discounted cash flow approach, with a pre-tax discount rate applied to the
projected risk-adjusted pre-tax cash flows and terminal value.
The discount rate used is based on the pre-tax weighted average cost of capital (WACC) of the CGUs.
The discount rates are specific to each CGU and are determined based on the cost of capital, including a
market premium and country-specific political risk premiums.
Details relating to the discounted cash flow model used in the impairment tests of the APAC, EMEA &
LatAm, and North America CGUs are as follows:

Valuation basis | Value in use |  |
Key assumptions | Sales growth rates |  |
| Profit margins |  |
| Terminal growth rates |  |
| Discount rates |  |
| Taxation rates |  |
Determination of | Growth rates are internal forecasts based on both internal and external market |  |
assumptions | information |  |
| Margins reflect past experience, adjusted for expected changes |  |
| Terminal growth rates are based on internal projections and external forecasts |  |
| of the relevant markets |  |
| Discount rates are based on the Group WACC, adjusted where appropriate |  |
| Taxation rates are based on appropriate rates for each CGU |  |
Period of specific |  |  |
projected cash flows | Five years |  |
Terminal growth rates |  | 2025 | 2024
| North America | 2.2% p.a. | 2.1% p.a.
| EMEA & LatAm | 2.6% p.a. | 2.7% p.a.
| APAC | 2.3% p.a. | 2.3% p.a.
Discount rates (pre-tax) |  | 2025 | 2024
| North America | 8.9% | 7.4%
| EMEA & LatAm | 11.9% | 11.2%
| APAC | 10.3% | 9.4%

The terminal growth rate does not exceed the long-term projected growth rate for the Group. Goodwill
is monitored for impairment at individual CGU level. In each case, the valuation indicated substantial
headroom such that it is remote that a reasonably possible change to key assumptions would result in an
impairment of goodwill.
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Annual Report and Form 20-F 2025
141
Indefinite life brands and amortised brands impairment
Indefinite life brands comprise a portfolio of consumer health products. The net book value of the major
brands is as follows:

| 2025 | 2024
| £m | £m
Advil | 3,348 | 3,527
Voltaren | 2,725 | 2,725
Centrum | 1,762 | 1,798
Caltrate | 1,609 | 1,662
Otrivin | 1,385 | 1,385
Robitussin | 1,10 7 | 1,173
Preparation H | 1,042 | 1,108
Fenistil | 598 | 598
Nexium 1 | – | 574
Emergen-C | 439 | 470
Theraflu | 436 | 446
Panadol | 395 | 395
Sensodyne | 275 | 276
Excedrin | 17 7 | 189
Polident | 129 | 126
Biotene | 121 | 127
Vitasprint | 118 | 113
Corega | 116 | 110
Other brands | 812 | 821
Total | 16,594 | 17,623

1.
Nexium was reclassified from indefinite life brand to definite life brand during the year ended 31 December 2025.
The Group tests all its indefinite life brands for impairment by applying a fair value less costs to sell model
using a three-year strategic plan approved by management and cash flows beyond the three-year period
are extrapolated using the terminal growth rates. All brands were tested for impairment using brand-
specific assumptions which included a discount rate equal to the Group’s post-tax WACC of 7.0% (2024:
7.0%; 2023: 7.5%) adjusted where appropriate for country and currency risks, and applied to the post-tax
cash flows. This valuation methodology uses significant inputs which are not based on observable market
data, and therefore this valuation technique is classified as level 3 of the fair value hierarchy. In addition to
the discount rate, the main assumptions include future sales price and volume growth, product contribution
and the future expenditure required to maintain the product’s marketability and registration in the relevant
jurisdictions. These assumptions are based on past experience and are reviewed as part of management’s
budgeting and strategic planning cycle. The terminal growth rates applied of between 0% and 2.5%
(2024: 0% to 2.5%, except Nexium where terminal growth was (2%), 2023: 0% and 3%) are management’s
estimates which align with those of market participants’ estimate of future long-term average growth rates
for the relevant markets.
In 2025, the Group recorded a non-cash impairment of £7m linked to sales and volume decline of smaller
brands. During the year, the Group reclassified Nexium, previously considered to have an indefinite useful
life, to an amortised brand with a definite useful life. Amortisation has been recognised using the straight-
line method. This change in classification was driven by the challenging market conditions both for the
brand and the category. Nexium was assessed for impairment prior to reclassification, and no further
impairment loss was recognised.
Additionally, in 2025, the carrying value of Preparation H continues to be sensitive to reasonably possible
changes in the key assumption of the discount rate. The post-tax discount rate used for the brand is 6.75%
(2024: 6.5%) primarily driven by an increase in United States equity risk premium and the brand’s terminal
growth rate is 2.1% (2024: 2.1%) in line with external forecasts for the category. If the discount rate for
Preparation H had been 0.5% higher than management’s estimates, the Group would have had to recognise
an impairment of £90m (2024: £97m).
Other than as disclosed above, management does not consider that any reasonably possible changes in
the key assumptions would cause the fair value less costs to sell of the individually significant brands
disclosed above to fall below their carrying values.
In 2024, the Group recorded a non-cash impairment charge of £135m for Nexium since the carrying value of
the brand was higher than the recoverable amount. The decrease in recoverable amount was mainly driven
by challenging market conditions for the category. The post-tax discount rate used for the brand was 6.5%
(2023: 7.5%) primarily driven by a decline in the cost of debt and a negative terminal growth rate of 2%
(2023: 0%) driven by the factors affecting brand performance noted above. The revenue growth rate
assumed for the next three years was (8)%. If the revenue growth rate for Nexium had been 2.5% lower or
the terminal growth rate had been 0.5% lower than management’s estimates, the Group would have had to
recognise a further impairment of £13m or £6m, respectively.
In 2023, the Group recorded a non-cash impairment charge of £170m upon signing a definitive agreement
to dispose of ChapStick. The disposal of this indefinite life brand was completed in May 2024. In addition,
the Group also recorded an impairment of £15m relating to a collection of smaller brands as these brands
were experiencing sales volume decline year on year.
In 2022, the Group recorded an impairment charge of £111m for Preparation H since the carrying value of
the brand was higher than the recoverable amount. The decrease in recoverable amount was mainly driven
by an increase in the discount rate applied to the forecasted future cash flows from 6% to 6.75%.
A breakdown of the amortisation, impairment losses and reversals is included below:

|  |  |  | Net impairment
| Amortisation | losses/(reversals)
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023
| £m | £m | £m | £m | £m | £m
Cost of sales | 61 | 38 | 55 | 9 | 155 | 185
Selling, general and administration | 59 | 61 | 53 | 5 | 4 | 1
Total | 120 | 99 | 108 | 14 | 159 | 186

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
142
Impact of climate change
The Group has stress tested the future cash flows for the potential impact of climate change and
concluded that there is sufficient headroom for goodwill. Preparation H’s recoverable amount is sensitive
to reasonably possible changes in key assumptions that would lead to an immaterial additional impairment
charge due to either physical damage in our manufacturing sites or the associated costs of future transition
risk. Carbon pricing policy is the highest potential transition risk that could have a medium risk in the
medium- to long-term time frame. With continued decarbonisation efforts and Haleon’s focus on meeting
the targets to minimise carbon pricing impacts, this is not expected to have a material impact on the key
assumptions used in the impairment assessment.
15. Inventories
Inventories are included in the Consolidated Financial Statements at the lower of cost (including raw
materials, direct labour, other direct costs and related production overheads) and net realisable value.
Cost is determined on a first in, first out basis. Net realisable value is the estimated selling price less the
estimated costs necessary to make a sale.
Composition of inventory balances

| 2025 | 2024
| £m | £m
Raw materials and consumables | 242 | 236
Work in progress | 7 | 26
Finished goods | 776 | 928
Total | 1,025 | 1,190

The total cost of inventories recognised as an expense and included in cost of sales amounted to £3,760m
in 2025 (2024: £4,074m, 2023: £4,196m). This includes inventory write-down of £111m (2024: £177m,
2023: £178m). The Group reverses and reassesses its inventory provisions in full every reporting period.
The reversals of prior year write-downs of inventories in 2025 is £45m (2024: £90m, 2023: £74m) and these
reversals principally arise from the reassessment of usage or demand expectations prior to inventory
expiration.
Impact of climate change
The Group’s inventory turnover cycle is much shorter than the longer-term time horizons associated with
the climate-related risks and therefore the risk of material write-down of Haleon’s inventory is deemed to
be low.
16.Trade and other receivables
Trade receivables are initially measured at the original invoice amount and subsequently measured at
amortised cost less allowances for expected credit losses which are measured at an amount equal to
lifetime expected credit losses. In determining credit risk, the Group considers reasonable and supportable
information that is relevant and available without undue costs or effort. This includes both quantitative and
qualitative information and analysis based on the Group’s ageing of the receivables, customers’ payment
history and forward-looking information including wider macroeconomic factors. Trade receivables sold
under a non-recourse factoring agreement are derecognised at the point of sale as risks and rewards are
substantially transferred.
When a trade receivable is determined to have no reasonable expectation of recovery, it is written off,
firstly against any expected credit loss allowance available and then to the income statement.
Subsequent recoveries of amounts previously provided for or written off are credited to the income
statement. Long-term receivables are discounted where the effect is material.
Trade and other receivables

| 2025 | 2024
|  | Non- |  |  | Non- |
| Current | current | Total | Current | current | Total
| £m | £m | £m | £m | £m | £m
Trade receivables, net of expected credit loss |  |  |  |  |  |
allowance | 1,642 | – | 1,642 | 1,588 | – | 1,588
Other prepayments and accrued income | 122 | – | 122 | 114 | – | 114
Employee loans and advances | 9 | – | 9 | 6 | – | 6
VAT receivable | 129 | – | 129 | 151 | – | 151
Other third-party receivables | 156 | 3 7 | 193 | 196 | 71 | 26 7
Total | 2,058 | 3 7 | 2,095 | 2,055 | 71 | 2,126

Expected credit loss allowance

| 2025 | 2024
| £m | £m
At 1 January | 36 | 29
Exchange adjustments | – | (1)
Charge for the year | 43 | 38
Subsequent recoveries of amounts provided for | (27) | (25)
Utilised | (10) | (5)
At 31 December | 42 | 36

Set out below is the information about the credit risk exposure of the Group’s trade receivables using a
provision matrix:
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Annual Report and Form 20-F 2025
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Year ended 31 December 2025

| Trade receivables
|  | Days past due
|  |  |  |  | 181 | Greater |
|  | 0-30 | 31-90 | 91-180 | days- | than |
| Current | days | days | days | 1 year | 1 year | Total
| £m | £m | £m | £m | £m | £m | £m
Estimated total gross carrying amount |  |  |  |  |  |  |
at default | 1,44 7 | 101 | 46 | 33 | 23 | 34 | 1,684
Expected credit loss | 5 | 1 | 2 | 6 | 5 | 23 | 42

Year ended 31 December 2024

| Trade receivables
|  | Days past due
|  |  |  |  | 181 | Greater |
|  | 0-30 | 31-90 | 91-180 | days- | than |
| Current | days | days | days | 1 year | 1 year | Total
| £m | £m | £m | £m | £m | £m | £m
Estimated total gross carrying amount |  |  |  |  |  |  |
at default | 1,406 | 113 | 36 | 26 | 18 | 25 | 1,624
Expected credit loss | 4 | 1 | 3 | 2 | 4 | 22 | 36

Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer base
being large and diverse. No single customer represents more than 10% of the Group’s sales.
Within other third-party receivables, £159m (2024: £189m) was classified as financial assets. The expected
credit loss in other receivables is not deemed significant, hence no credit loss allowance is recognised.
Refer to Note 25 ‘Capital and financial risk management’ for further information on credit risk.
17. Cash and cash equivalents
Cash and cash equivalents is comprised of cash at bank and short-term highly liquid deposits which are
primarily held for operating purposes and normally with an original maturity of three months or less, that
are readily convertible to a known amount of cash and subject to an insignificant risk of changes.
Cash and cash equivalents include £64m in 2025 (2024: £55m) not available for general use due to
restrictions applying in the subsidiaries where it is held. Restrictions include exchange controls and taxes
on repatriation. In 2025, £424m (2024: £1,226m) of the cash and cash equivalents are held in short term
deposits with financial institutions.
Cash and cash equivalents held in the following currencies, that mostly influence the Group, are presented
below:

| 2025 | 2024
| £m | £m
Pound Sterling (GBP) | 914 | 1,790
Indian Rupee (INR) | 49 | 73
Taiwan Dollar (TWD) | 30 | 40
Euro (EUR) | 29 | 30
United States Dollar (USD) | 28 | 27
Others | 274 | 290
Total | 1,324 | 2,250

18.Trade and other payables
Trade payables are initially recognised at fair value and then held at amortised cost. Long-term payables
are discounted where the effect is material. Trade payables are derecognised when the original liability is
either discharged, usually through payment, or substantially modified.
Composition of trade and other payables

| 2025 | 2024
| £m | £m
Trade payables | 2,058 | 1,973
Customer return and rebate accruals | 755 | 738
Other payables and accruals | 41 7 | 477
Wages and salaries | 280 | 290
Accrued interest on financial liabilities | 91 | 104
Social security | 50 | 54
VAT payables | 45 | 51
Deferred income | 34 | 18
Total | 3,730 | 3,705

Customer return and rebate accruals are provided for by the Group at the point of sale in respect of the
estimated rebates, discounts or allowances payable to customers. Accruals are made at the time of sale
but the actual amounts paid are based on claims made some time after the initial recognition of the sale.
The level of accrual is reviewed and adjusted quarterly in light of historical experience of actual rebates,
discounts or allowances given and returns made and any changes in arrangements. The assumptions used
in estimation are based on known facts with a high level of accuracy. In addition, the Group’s promotional
programmes are typically short term in nature resulting in lower inherent estimation uncertainty. As a result,
management considered no likelihood of material change in the next financial year.
Customer return and rebate accruals are not presented net against any trade receivables that may be
owing from the same customer as the offsetting criteria in IAS 32 have not been met.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
144
Supply chain financing arrangements
The Group has supply chain financing (SCF) arrangements in place. The principal purpose of these
arrangements is to enable the supplier, if it so wishes, to sell its receivables due from the Group to a
third-party bank prior to their due date, thus providing earlier access to liquidity. From the Group’s
perspective, the invoice payment due date remains unaltered and the payment terms of suppliers
participating in the SCF programmes are similar to those suppliers that are not participating, and to the
wider industry more generally.
If a receivable is purchased by a third-party financial institution, that financial institution does not benefit
from additional security when compared to the security originally enjoyed by the supplier.
These amounts are included within trade payables and all cash flows associated with the programmes are
included within cash flow from operating activities as they continue to be part of the normal operating
cycle of the Group.

Carrying amount of liabilities (£m) | 2025 | 2024
Presented within trade and other payables | 11 | 15
of which suppliers have received payments | 6 | 8
Range of payment due dates |  |
Liabilities that are part of the arrangements | 60-125 | 60-125
Comparable trade payables that are not part of the arrangement | 30-125 | 30-125

19. Borrowings
All borrowings are initially recorded at fair value, net of transaction costs. Borrowings are subsequently
carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the
amount due on redemption being recognised as a charge to the income statement over the period of the
relevant borrowing.
Lease liabilities
The corresponding liability to the lessor is recognised as a lease obligation within short term and long-term
borrowings. The carrying amount is subsequently increased to reflect interest on the lease liability and
reduced by lease payments made.
For calculating the discounted lease liability on leases, the implicit rate in the lease is used. If this is not
available, the incremental borrowing rate with a lease-specific adjustment is used. Finance costs are
charged to the income statement to produce a constant periodic rate of charge on the remaining balance
of the obligations for each accounting period.
Variable rents are not part of the lease liability and the right of use asset. These payments are charged to
the income statement as incurred. Short term and low-value leases are not capitalised, and lease rentals
are also charged to the income statement as incurred.
Composition of borrowings

| 2025 | 2024
|  | Non- |  |  | Non- |
| Current | current | Total | Current | current | Total
| £m | £m | £m | £m | £m | £m
Loan and overdrafts | (43) | (300) | (343) | (43) | (290) | (333)
Advances 1 | (6) | – | (6) | – | – | –
Lease liabilities | (48) | (85) | (133) | (50) | (73) | (123)
Non-voting preference shares | – | (25) | (25) | – | (25) | (25)
Bonds | (739) | (7,363) | (8,102) | (1,394) | (8,252) | (9,646)
Total | (836) | (7,773) | (8,609) | (1,487) | (8,640) | (10,127)

1.
Advances include partial amount of sale consideration received from sale of site.

| Carrying value
| 2025 | 2024
Bonds 1 | £m | £m
USD 1,750m 3.125% Mar 2025 | – | 1,394
EUR 850m 1.250% Mar 2026 | 739 | 694
USD 2,000m 3.375% Mar 2027 | 1,484 | 1,587
EUR 750m 2.875% Sep 2028 | 648 | 620
GBP 300m 2.875% Oct 2028 | 300 | 299
USD 1,000m 3.375% Mar 2029 | 739 | 785
EUR 750m 1.750% Mar 2030 | 654 | 620
USD 2,000m 3.625% Mar 2032 | 1,470 | 1,558
GBP 300m 4.625% Sep 2033 | 299 | 298
EUR 750m 2.125% Mar 2034 | 650 | 617
GBP 400m 3.375% Mar 2038 | 399 | 398
USD 1,000m 4.000% Mar 2052 | 720 | 776
Total | 8,102 | 9,646

1.
These instruments contain a variety of different features including early redemption options, call options, put options and
mandatory early redemption options, which depend on different triggering events such as change in control, change in
laws, regulations and tax law. These features are considered embedded derivatives. These features have not been
accounted for separately from the instruments as they are considered closely related to the bonds.
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Annual Report and Form 20-F 2025
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Short-term borrowings
As at 31 December 2025, the Group had within short-term borrowings, EUR Medium Term Note of €850m
(£739m) (31 December 2024: $1,750m (£1,394m)). The average effective pre-swap and post-swap interest
rate of all short-term notes in issue as at 31 December 2025 was 1.3% and 3.6% (31 December 2024: 3.1%
and 4.6%). The Group repaid the $1,750m Fixed Rate Senior Note on its maturity on 24 March 2025.
The Group has commercial paper programmes (with maximum aggregate amounts of £2bn and $10bn)
pursuant to which members of the Group may issue commercial paper from time to time. At 31 December
2025 and 2024 the Group did not have any commercial paper in issue.
As at 31 December 2025, the Group had CNY 201m (£22m) short-term bank loans (31 December 2024: £nil).
The weighted average interest rate on short-term bank loans as at 31 December 2025 was 2.9%
(31 December 2024: 0%).
Long-term borrowings
As at 31 December 2025, the Group had within long-term borrowings, Notes of £7,363m (31 December
2024: £8,252m), of which £3,538m (31 December 2024: £4,267m) fell due in more than five years. The
average effective pre-swap and post-swap interest rate of all long-term notes in issue as at 31 December
2025 was 3.2% and 3.0% (31 December 2024: 3.1% and 3.2%).
On 27 June 2025, the Group secured a long-term bank loan of CNY 373m (£39m) maturing on 26 June 2030.
The weighted average interest rate on the long-term bank loans of CNY 2,824m (£300m) (31 December
2024: CNY 2,679m (£290m)) as at 31 December 2025 was 2.9% (31 December 2024: 3.0%).
On 17 July 2022, as part of the demerger activities, the Company issued 25,000,000 non-voting preference
shares of £1.00 each to Pfizer Inc. with a coupon rate of 9.5% per annum. The non-voting preference shares
(NVPS) command a mandatory quarterly coupon and can only be redeemed after a period of five years.
The Group has, therefore, classified the non-voting preference shares as a financial liability. Pfizer Inc. has
subsequently disposed of the NVPS to an external third party.
Committed credit facilities
The Group has an undrawn credit facilities of £1,750m with initial maturity date of August 2028. As at
31 December 2025, no amounts were drawn under these facilities (31 December 2024: £nil).
Lease liabilities
The maturity analysis of lease liabilities recognised on the Group balance sheet is as follows:

| 2025 | 2024
| £m | £m
Due within one year | (48) | (50)
Due between one and two years | (43) | (36)
Due between two and three years | (12) | (19)
Due between three and four years | (7) | (9)
Due between four and five years | (4) | (6)
Due after five years | (19) | (3)
Total | (133) | (123)

Refer to Note 8 ‘Net finance costs’ for further details on finance expense arising on lease liabilities.
Movement in assets and liabilities arising from financing activities

|  |  |  | Fair value |
|  |  |  | adjustments, |
| At |  |  | interest on | At
| 1 January |  | Foreign | derivatives and | 31 December
| 2025 | Cash flows | exchange | reclassification | 2025
| £m | £m | £m | £m | £m
Reconciliation of movement in liabilities |  |  |  |  |
to cash flow statement |  |  |  |  |
Long-term borrowings | (8,567) | (40) | 226 | 693 | (7,688)
Short-term borrowings | (1,394) | 1,346 | 6 | (725) | (767)
Lease liabilities | (123) | 60 | 2 | (72) | (133)
Derivative financial instruments | (30) | (31) | 2 | 81 | 22
Total financial liabilities arising from |  |  |  |  |
financing activities | (10,114) | 1,335 | 236 | (23) | (8,566)
Cash and cash equivalents net of bank overdrafts | 2,20 7 | (855) | (49) | – | 1,303
Total | (7,907) | 480 | 18 7 | (23) | (7,263)

|  |  |  | Fair value |
|  |  |  | adjustments, |
| At 1 |  |  | interest on | At
| January |  | Foreign | derivatives and | 31 December
| 2024 | Cash flows | exchange | reclassification | 2024
| £m | £m | £m | £m | £m
Reconciliation of movement in liabilities |  |  |  |  |
to cash flow statement |  |  |  |  |
Long-term borrowings | (8,711) | (1,214) | 16 | 1,342 | (8,567)
Short-term borrowings | (558) | 562 | (27) | (1,371) | (1,394)
Lease liabilities | (137) | 60 | 3 | (49) | (123)
Derivative financial instruments | (102) | 8 | (1) | 65 | (30)
Total financial liabilities arising from |  |  |  |  |
financing activities | (9,508) | (584) | (9) | (13) | (10,114)
Cash and cash equivalents net of bank overdrafts | 994 | 1,292 | (79) | – | 2,207
Total | (8,514) | 708 | (88) | (13) | (7,907)

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
146
20. Pensions and other post-employment benefits
The Group operates pension arrangements which cover the Group’s material obligations to provide
pensions to retired employees. These arrangements have been developed in accordance with local
practices in the countries concerned. Pension benefits can be provided by state schemes, by defined
contribution schemes, whereby retirement benefits are determined by the value of funds arising from
contributions paid in respect of each employee, or by defined benefit schemes, whereby retirement
benefits are based on employee pensionable remuneration and length of service. In certain countries,
pension benefits are provided on an unfunded basis, some are administered by trustee companies. The
Group also provides other post-employment benefits, mainly post-employment healthcare plans in the US.
These plans are predominantly unfunded. Formal, independent, actuNew Hero Access Light valuations of
the Group’s main plans are undertaken regularly, normally at least every three years.
For defined benefit retirement plans, the difference between the fair value of the plan assets and the
present value of the plan liabilities is recognised as an asset or a liability on the consolidated balance
sheet. Defined benefit plan liabilities are assessed using the projected unit funding method and applying
the principal actuNew Hero Access Light assumptions at the reporting period date consistent with the
advice of qualified actuaries. Pension scheme assets are measured at fair value at the balance sheet date.
The amount of any pension fund asset recognised on the balance sheet is limited to any future refunds
from the plan or the present value of reductions in future contributions to the plan.
The amount charged to operating costs in the income statement is the cost of accruing pension benefits
promised to employees over the year, plus the costs of individual events such as past service benefit
changes, settlements, curtailments plus the finance charge for interest on net liability (such events are
recognised immediately in the income statement).
Remeasurements of the net defined benefit liability (or asset) comprise actuNew Hero Access Light gains
and losses and the return on plan assets excluding amounts included in net interest. ActuNew Hero Access
Light gains and losses are taken to the consolidated statement of comprehensive income. ActuNew Hero
Access Light gains and losses comprise both the effects of changes in actuNew Hero Access Light
assumptions and experience adjustments arising from differences between the previous actuNew Hero
Access Light assumptions and what has actually occurred. The return on plan assets, in excess of interest
income, and costs incurred for the management of plan assets are also taken to other comprehensive
income.
The costs of other post-employment liabilities are calculated in a similar way to defined benefit pension
schemes and spread over the period during which benefit is expected to be derived from the employees’
services. Future cash flows are discounted at rates reflecting the yields of high-quality corporate bonds.
The Group’s contributions to defined contribution plans are charged to the income statement as incurred.
Discount rates are derived from AA-rated corporate bond yields, except in countries where there is no
deep market in corporate bonds, government bond yields are used instead. Discount rates are selected to
reflect the term of the expected benefit payments. Projected inflation rate and pension increases are long-
term predictions based on the yield gap between long-term index-linked and fixed-interest government
bonds, where available, or on long-term inflation forecasts.
Assumptions
The Group has applied the following financial assumptions in assessing the defined benefit liabilities:

| 2025 | 2024
| %pa | %pa
Germany |  |
Rate of increase of future earnings | 3.0 | 3.0
Discount rate | 4.1 | 3.4
Expected pension increases | 2.0 | 2.0
Inflation rate | 2.0 | 2.0
Switzerland |  |
Rate of increase of future earnings | 1.8 | 1.8
Discount rate | 1.3 | 1.0
Expected pension increases | N/ A | N/A
Inflation rate | 1.0 | 1.0
Ireland |  |
Rate of increase of future earnings | 2.0 | 2.0
Discount rate | 4.3 | 3.4
Expected pension increases | 3.0 | 3.0
Inflation rate | 2.0 | 2.0
Rest of World |  |
Rate of increase of future earnings | N/ A | N/A
Discount rate | 5.5 | 5.7
Expected pension increases | N/ A | N/A
Inflation rate | 2.5 | 2.5

The average life expectancy assumed now for an individual at the age of 60 and projected to apply in the
years stated below for an individual then at the age of 60 is as follows:
As at 31 December 2025

| Germany | Switzerland | Ireland | Rest of World
Years | Male | Female | Male | Female | Male | Female | Male | Female
Current | 25.6 | 29.3 | 26.8 | 28. 7 | 27.5 | 30.4 | 27.5 | 28.8
Projected for 2045 | 28.4 | 31.5 | 28.6 | 30.4 | 30.2 | 32.6 | 29.0 | 30.3

As at 31 December 2024

| Germany | Switzerland | Ireland | Rest of World
Years | Male | Female | Male | Female | Male | Female | Male | Female
Current | 25.5 | 29.2 | 26. 7 | 28.6 | 27.3 | 30.3 | 27.4 | 28.8
Projected for 2044 | 28.5 | 31.5 | 28.6 | 30.3 | 30.1 | 32.4 | 28.9 | 30.2

The mortality rates are based on standard tables in each country (Heubeck 2018 in Germany, BVG 2020 in
Switzerland and ILT15 in Ireland) with allowances for future improvements.
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Annual Report and Form 20-F 2025
147
Income statement

| 2025 | 2024 | 2023
| £m | £m | £m
German pension schemes | 3 | 3 | 5
Swiss pension schemes | 9 | 10 | 9
Irish pension schemes | 3 | 5 | 2
Other overseas pension schemes | 2 | 2 | –
Unfunded post-employment healthcare schemes | 8 | 9 | 10
Total | 25 | 29 | 26

The costs of the defined benefit pension and post-employment healthcare schemes are charged in the
income statement as follows:

|  | Other post |
|  | retirement | Total post
| Net pensions | obligations | retirement
| total | total | obligations
| £m | £m | £m
2025 |  |  |
Cost of sales | 10 | 8 | 18
Research and development | 2 | – | 2
Selling, general and administration | 5 | – | 5
31 December 2025 | 1 7 | 8 | 25
2024 |  |  |
Cost of sales | 10 | 9 | 19
Research and development | 2 | – | 2
Selling, general and administration | 8 | – | 8
31 December 2024 | 20 | 9 | 29
2023 |  |  |
Cost of sales | 10 | 8 | 18
Research and development | 1 | – | 1
Selling, general and administration | 7 | – | 7
31 December 2023 | 18 | 8 | 26

The amounts recorded in the income statement and statement of comprehensive income in relation to the
defined benefit pension and post-employment healthcare schemes were as follows:

| 2025 | 2024 | 2023
|  | Other |  |  | Other |  |  | Other |
|  | post- |  |  | post- |  |  | post- |
|  | employment |  |  | employment |  |  | employment |
| Pensions | benefits | Total | Pensions | benefits | Total | Pensions | benefits | Total
| £m | £m | £m | £m | £m | £m | £m | £m | £m
31 December |  |  |  |  |  |  |  |  |
Amounts charged to |  |  |  |  |  |  |  |  |
operating profit: |  |  |  |  |  |  |  |  |
Current service cost | 16 | 4 | 20 | 17 | 5 | 22 | 16 | 6 | 22
Past service cost/(credit) | 1 | – | 1 | 4 | – | 4 | 1 | – | 1
Gain from settlement | – | – | – | (1) | – | (1) | – | – | –
Net interest cost | – | 4 | 4 | – | 4 | 4 | 1 | 2 | 3
Total | 1 7 | 8 | 25 | 20 | 9 | 29 | 18 | 8 | 26
Remeasurements |  |  |  |  |  |  |  |  |
recorded in the statement |  |  |  |  |  |  |  |  |
of comprehensive income | (40) | 2 | (38) | (6) | (13) | (19) | (6) | 1 | (5)

Balance sheet
The assets of funded schemes are generally held in separately administered trusts, either as specific assets
or as a proportion of a general fund or are insurance contracts. Assets are invested in different classes in
order to maintain a balance between risk and return. Investments are diversified to limit the financial effect
of the failure of any individual investment.
The pension plans are exposed to risk that arises because the estimated market value of the plans’ assets
might decline, the investment returns might reduce, or the estimated value of the plans’ liabilities might
increase.
Long-term investment strategies for the plans, with investments across a broad range of assets, have been
agreed with the trustees to include return-seeking assets to generate future returns and liability-matching
assets to better match future pension obligations. The main market risks within the asset portfolio are
credit risk, interest rates, long-term inflation, equities and property risk.
The plan liabilities are a series of future cash flows with relatively long duration. On an IAS 19 basis, these
cash flows are sensitive to changes in the expected long-term inflation rate and the discount rate (AA
corporate bond yield curve) where an increase in long-term inflation corresponds with an increase in the
liabilities, and an increase in the discount rate corresponds with a decrease in the liabilities.
In 2025 the Group recognised a gain relating to lowering the asset ceiling restriction in Switzerland. This
was the result of a change in methodology for the interest credit rate assumption applied which is now
linked to the expected rate of return on the plan assets (in line with market practice), whereas in the past
it was equal to the discount rate used.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
148
A pension surplus is deemed recoverable to the extent that the Group is able to benefit economically from
the surplus. Haleon assesses the maximum economic benefit available through either a refund of surplus
or a reduction in future contributions in accordance with local legislation and the minimum funding
requirements for each of our funded defined benefit plans.
The fair values of the assets and liabilities of the German, Swiss and Irish defined benefit pension schemes,
together with aggregated data for other defined benefit pension schemes in the Group are as follows:
31 December 2025

|  |  |  | Rest of |
| Germany | Switzerland | Ireland | World | Total
| £m | £m | £m | £m | £m
Listed equities | 62 | 81 | 34 | 3 | 180
Property | – | 70 | – | – | 70
Listed bonds | 63 | 10 7 | 150 | 5 | 325
Insurance contracts | 24 | 44 | – | – | 68
Other assets | – | 43 | 3 | 12 | 58
Fair value of assets | 149 | 345 | 18 7 | 20 | 701
Asset ceiling restriction | – | (2) | – | – | (2)
Fair value of assets after asset ceiling | 149 | 343 | 18 7 | 20 | 699
Present value of scheme obligations | (165) | (318) | (151) | (31) | (665)
Recognised on the balance sheet | (16) | 25 | 36 | (11) | 34
Included in post-employment benefit assets | – | 25 | 36 | 7 | 68
Included in post-employment benefit obligations | (16) | – | – | (18) | (34)
Total | (16) | 25 | 36 | (11) | 34
Actual return on plan assets | 6 | 20 | (19) | 2 | 9

31 December 2024

|  |  |  | Rest of |
| Germany | Switzerland | Ireland | World | Total
| £m | £m | £m | £m | £m
Listed equities | 56 | 74 | 32 | 4 | 166
Property | – | 68 | – | – | 68
Listed bonds | 57 | 88 | 162 | 19 | 326
Insurance contracts | 24 | 45 | – | – | 69
Other assets | – | 34 | 2 | 13 | 49
Fair value of assets | 13 7 | 309 | 196 | 36 | 678
Asset ceiling restriction | – | (18) | – | – | (18)
Fair value of assets after asset ceiling | 13 7 | 291 | 196 | 36 | 660
Present value of scheme obligations | (170) | (291) | (169) | (45) | (675)
Recognised on the balance sheet | (33) | – | 2 7 | (9) | (15)
Included in post-employment benefit assets | – | – | 27 | 9 | 36
Included in post-employment benefit obligations | (33) | – | – | (18) | (51)
Total | (33) | – | 2 7 | (9) | (15)
Actual return on plan assets | 11 | 13 | 1 | 3 | 28

The values of pension plan assets are based on conditions in active markets as at 31 December 2025.
In the case of the main defined benefit plans, this statement covers investment in equities, property funds
and government bonds as well as corporate bonds. The fair value of insurance contracts is deemed to be
equal to the present value of the obligations it covers while other assets is primarily cash.
The defined benefit pension obligation is analysed as follows:

| 2025 | 2024
| £m | £m
Funded | (651) | (662)
Unfunded | (14) | (13)
Total | (665) | (675)

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149
The movement in the net defined benefit liability is as follows:

|  | Present | Net | Net post-
| Fair value | value of | pensions | employment
| of assets | obligation | total | obligations
| £m | £m | £m | £m
At 1 January 2024 | 661 | (697) | (36) | (85)
Exchange adjustments | (28) | 34 | 6 | (2)
Service cost | – | (17) | (17) | (5)
Past service cost | – | (4) | (4) | –
Interest income/(cost) | 17 | (17) | – | (4)
Settlements and curtailments | – | 1 | 1 | –
Remeasurements: |  |  |  |
Return on plan assets, excluding amounts included in |  |  |  |
interest | 12 | – | 12 | –
Loss arising from changes in demographic assumptions | – | (3) | (3) | –
(Loss)/Gain from change in financial assumptions | – | (1) | (1) | 11
Experience (losses)/gains | – | (2) | (2) | 2
Employers' contributions | 29 | – | 29 | –
Scheme participants' contributions | 7 | (7) | – | –
Benefits paid | (38) | 38 | – | 3
At 31 December 2024 | 660 | (675) | (15) | (80)
Exchange adjustments | 33 | (35) | (2) | 5
Service cost | – | (16) | (16) | (4)
Past service cost | – | (1) | (1) | –
Interest income/(cost) | 16 | (16) | – | (4)
Settlements and curtailments | (14) | 14 | – | –
Remeasurements: |  |  |  |
Return on plan assets, excluding amounts included in |  |  |  |
interest | (8) | – | (8) | –
Loss arising from changes in demographic assumptions | – | – | – | –
Gain/(Loss) from change in financial assumptions | – | 39 | 39 | (1)
Changes in asset ceiling restriction | 16 | – | 16 | –
Experience (losses)/gains | – | (7) | (7) | (1)
Employers' contributions | 28 | – | 28 | –
Scheme participants' contributions | 7 | (7) | – | –
Benefits paid | (39) | 39 | – | 5
At 31 December 2025 | 699 | (665) | 34 | (80)

A reconciliation of the net post-employment benefit to the balances recognised on the consolidated
balance sheet is as follows:

| 2025 | 2024
| £m | £m
Net pension obligations | 34 | (15)
Net post-employment obligations | (80) | (80)
Net post-employment benefit | (46) | (95)
Post-employment benefit assets recognised on the consolidated balance sheet | 68 | 36
Post-employment benefit obligations recognised on the consolidated balance |  |
sheet | (114) | (131)
Net post-employment benefit | (46) | (95)

The Group’s investment strategy in respect of its funded plans is implemented within the framework of
the various statutory requirements of the territories where the plans are based. For the plans based in
Switzerland, the Group’s annual contribution is at least equal to the total annual contributions of the
employees. In Ireland, funding is determined based on the triennial funding valuation performed by
actuaries carried out using prudent assumptions and the most recent review in 2024 showed that the plan
is overfunded. The US post-employment medical benefit plan remains unfunded.
Employer contributions for 2026 are estimated to be approximately £22m in respect of defined benefit
pension schemes and £3m in respect of post-employment medical benefits.
The defined benefit pension and post-employment obligations analysed by membership category is
as follows:

|  |  | Post-employment
| Pension | obligations
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Active | (364) | (347) | (65) | (70)
Retired | (209) | (224) | (15) | (10)
Deferred | (92) | (104) | – | –
Total | (665) | (675) | (80) | (80)

The approximate effect of changes in assumptions used on the benefit obligations and on the annual
defined benefit and post-employment costs are detailed below. This information has been determined by
taking into account the duration of the liabilities and the overall profile of the plan membership.
Notes to the Consolidated Financial Statements
continued
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Annual Report and Form 20-F 2025
150
Sensitivity analysis

| 2025 | 2024
| £m | £m
0.50% decrease in discount rate: |  |
Increase in annual pension cost | 2.6 | 2.3
Increase in annual post-employment benefits cost | 0.2 | 0.2
Increase in pension obligation | 42.8 | 45.7
Increase in post-employment benefits obligation | 3.2 | 3.1
0.50% increase in discount rate: |  |
Decrease in annual pension cost | (2.8) | (2.4)
Decrease in annual post-employment benefits cost | (0.1) | (0.1)
Decrease in pension obligation | (39.0) | (41.2)
Decrease in post-employment benefits obligation | (2.9) | (2.8)
1% increase in the rate of future healthcare inflation: |  |
Increase in annual post-employment cost | 0.1 | 0.2
Increase in post-employment obligation | 1.4 | 1.6
1% decrease in the rate of future healthcare inflation: |  |
Decrease in annual post-employment cost | (0.2) | (0.2)
Decrease in post-employment obligation | (1.7) | (1.8)
A one year increase in life expectancy: |  |
Increase in annual pension cost | 0.8 | 0.7
Increase in annual post-employment benefits cost | 0.1 | 0.1
Increase in pension obligation | 16.6 | 17.6
Increase in post-employment benefits obligation | 0.8 | 0.7

The above analysis covers major defined benefit obligations, i.e. in Germany, Switzerland, Ireland and the
US, which together represent over 90% of the Group’s plan assets and the obligations.
The weighted average duration of the defined benefit obligation is as follows:

Years | 2025 | 2024
Pension benefits | 13 | 14
Post-employment benefits | 12 | 12

21. Provisions
Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a
result of a past event, where the amount of the obligation can be reliably estimated and where the outflow
of economic benefit is probable.
Provisions are measured at management’s best estimate of the most likely outcome of the expenditure
required to settle the obligation at the reporting date and are discounted to present value where the effect
is material. Provisions are classified as non-current where the exact timing of settlement is uncertain but
they are expected to be settled in more than 12 months.
Provisions

| Restructuring | Other |
| programmes | provisions | Total
| £m | £m | £m
As at 1 January 2024 | (94) | (75) | (169)
Exchange adjustments | 2 | 1 | 3
Charge for the period | (95) | (38) | (133)
Reversed unused | 7 | 8 | 15
Utilised | 76 | 33 | 109
As at 31 December 2024 | (104) | (71) | (175)
Exchange adjustments | (1) | (1) | (2)
Charge for the period | (27) | (24) | (51)
Reversed unused | 12 | 4 | 16
Utilised | 71 | 32 | 103
As at 31 December 2025 | (49) | (60) | (109)

| 2025 | 2024
| £m | £m
To be settled within one year | (69) | (118)
To be settled after one year | (40) | (57)
Total provisions | (109) | (175)

Other provisions include employee-related, legal, environmental, and other provisions. Refer to Note 6,
‘Operating profit’ for further details about the Group’s restructuring costs.
22.Contingent liabilities and commitments
Contingent liabilities
Contingent liabilities are potential future outflows where the likelihood of payment is considered more
than remote, but is not considered probable or cannot be measured reliably. No provision is made for
contingent liabilities, but there is a chance that they will result in an obligation in the future.
At 31 December 2025, contingent liabilities, comprising guarantees and other items arising in the normal
course of business, amounted to £9m (2024: £16m).
The Group is involved in significant legal and administrative proceedings, principally relating to product
liabilities. The most significant of these matters, other than tax matters, are described herein. Provision is
made for the outcome of tax, legal and other disputes where it is both probable that the Group will suffer
an outflow of funds and it is possible to make a reliable estimate of that outflow.
Legal proceedings
The Group may become involved in legal proceedings, in respect of which it is not possible to determine
whether a potential outflow is probable, or to make a reliable estimate of the expected financial effect,
if any, that could result from the proceedings. In these cases, appropriate disclosure about such cases
would be included but no provision would be made. Costs associated with claims made by the Group
against third parties are charged to the income statement as they are incurred.
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Annual Report and Form 20-F 2025
151
The Group makes provision for these proceedings on a regular basis as summarised in the accounting
policy above.
With respect to each of the legal proceedings described below, other than those for which a provision has
been made, the Group is unable to make a reliable estimate of the expected financial effect at this stage.
The Group does not believe that information about the amount sought by the plaintiffs, if that is known,
would be meaningful with respect to those legal proceedings. This is due to a number of factors, including,
but not limited to, the stage of proceedings, the entitlement of parties to appeal a decision and clarity as
to theories of liability, damages and governing law.
The Group’s position could change over time and therefore, there can be no assurance that any losses that
result from the outcome of any legal proceedings will not exceed by a material amount the value of the
provisions reported in the Group’s financial statements. If this were to happen, it could have a material
adverse impact on the results of operations of the Group in the reporting period in which the judgements
are incurred or the settlements entered into.
Zantac litigation
GSK and/or Pfizer have been named as defendants (alongside other manufacturers of ranitidine, as well as
retailers and distributors) in personal injury lawsuits, as well as economic injury and medical monitoring
class actions, filed in the US involving Zantac. The Group understands that outside the US, there are class
actions and individual actions pending against GSK and Pfizer in Canada, along with a class action against
GSK in Israel.
GSK has announced that it has resolved all but 13 state court cases; the remaining federal MDL cases were
dismissed in December 2022 and are currently on appeal. As previously disclosed, Pfizer also announced
that it has entered into settlement arrangements in respect of a substantial majority of relevant US state
court cases.
The Group is not a party to any Zantac claims and the Group has never marketed Zantac in any form in the
US or Canada. The Group is not primarily liable for any OTC or prescription Zantac claims.
The Group has received notices of potential claims for indemnification relating to OTC Zantac arising out of
the Stock and Asset Purchase Agreement (SAPA), which the Group has rejected on the basis that the scope
of the indemnities set out in the SAPA only covers the Consumer Healthcare businesses of GSK and Pfizer
as conducted when their Consumer Healthcare joint venture was formed in 2018. At that time, neither GSK
nor Pfizer marketed OTC Zantac in the US or Canada.
German competition litigation
In 2013, GlaxoSmithKline Consumer Healthcare GmbH & Co. KG and other members of a working group
of a German trademark association were fined by the Federal Cartel Office of Germany as a result of the
exchange of certain information related to retailers during meetings from 2004 to 2006.
Following the fine imposed by the Federal Cartel Office in 2013, the Group is party to civil proceedings
in Germany brought by or on behalf of retailers against the Group and other manufacturers of branded
drugstore products, alleging that the exchange of information within the working group led to higher
purchase prices being paid by the retailers, and claiming that the Group and other working group members
are jointly and severally liable for potential damages. The proceedings are taking place in different courts
across Germany and are at different stages.
Commitments
Commitments are contractual obligations to acquire certain classes of assets in the future. These amounts
are not recorded in the Consolidated Financial Statements.

| 2025 | 2024
| £m | £m
Contracted for but not provided in the Consolidated Financial Statements: |  |
Intangible assets | 69 | 105
Property, plant and equipment | 162 | 51
Total | 231 | 156

23.Share capital, share premium and other reserves
Share capital represents the par value of shares that have been issued.
Share premium includes any premiums received on the issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share premium, net of any related income
tax benefits.
Other reserves include the following:
-
EBT shares reserve comprise shares held by an employee benefit trust in connection with the Group’s
share-based incentive plans.
-
Cash flow hedge reserve comprises gains and losses relating to these types of financial instruments.
-
Merger reserve arises as a result of business combinations of entities under common control.
-
Other reserves comprises mainly differences between the fair value of the consideration paid for an
investment, and the carrying value of assets and liabilities acquired from business combinations under
common control.
Translation reserve arises from the foreign currency translation of the Group’s foreign operations into the
Group’s presentation currency.
Retained earnings includes all current and prior years’ retained profits, remeasurement gains/(losses),
including any tax impacts on defined benefit plans.
As at 31 December 2025, the Group had share capital of £90m pertaining to 8,952,353,648 of ordinary
shares at £0.01 each (31 December 2024: £91m pertaining to 9,083,725,919 of ordinary shares at £0.01
each). The decrease in the number of shares outstanding was due to a number of transactions during the
year including a cancellation of 44,155,844 ordinary shares repurchased from Pfizer pursuant to an off
market share buyback which completed on 21 March 2025 for approximately £170m. On 28 March 2025,
the Group announced the commencement of an on-market share buyback programme. The first tranche of
the buyback programme commenced on 28 March 2025 for aggregate consideration of approximately
£200m and concluded on 26 June 2025 with the Group re-purchasing 51,036,522 which were
subsequently cancelled.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
152
On 31 July 2025, the Group announced the commencement of the second tranche of the buyback
programme for an aggregate consideration of approximately £280m. This was made up of approximately
£130m to complete the remainder of the £500m allocated to share buybacks in 2025 and a further
approximately £150m for the purposes of satisfying Haleon's obligations under its existing employee share
plans in 2026 and 2027. The second tranche of the buyback programme concluded on 1 October 2025 with
Haleon re-purchasing 80,614,159 shares, 36,179,905 of which were subsequently cancelled and 44,434,254
were held as treasury shares.
As at 31 December 2025 the Company held 45,745,646 ordinary shares as treasury shares (2024:
30,365,037 ordinary shares).
Share capital and share premium

|  | At | At
|  | 31 December | 31 December
|  | 2025 | 2024
Ordinary shares at £0.01 each | Number | 8,952,353,648 | 9,083,725,919
Share capital | £’000 | 89,524 | 90,83 7

The table above presents the movement of share capital and share premium of the Company for the year
ended 31 December 2025. All ordinary shares are issued and fully paid. All ordinary shares rank equally
with regard to the Company’s residual assets. Holders of these shares are entitled to dividends declared
from time to time and are entitled to one vote per share at general meetings of the Company. All rights
attached to the treasury shares held by the Group are suspended until those shares are reissued. The
redeemable preference shares carry limited class voting rights and no dividend rights.
Other reserves
The analysis of other reserves is as follows:

|  |  |  |  |  | Cash |  |
| Cumulative |  | Treasury | Fair | Capital | flow |  |
| translation | EBT shares | shares | Value | redemption | hedge | Merger |
| reserve | reserve 1 | reserve | reserve | reserve | reserve | reserve | Total
| £m | £m | £m | £m | £m | £m | £m | £m
As at 1 January 2024 | 626 | (38) | – | – | – | 139 | (11,687) | (10,960)
Other comprehensive income | – | – | – | – | – | (26) | – | (26)
Shares transferred to |  |  |  |  |  |  |  |
employees | – | 41 | – | – | – | – | – | 41
Repurchase of ordinary shares |  |  |  |  |  |  |  |
and capital reduction | – | – | – | – | 1 | – | – | 1
Purchase of shares by |  |  |  |  |  |  |  |
employee benefit trust | – | (5) | – | – | – | – | – | (5)
Purchase of treasury shares | – | – | (116) | – | – | – | – | (116)
Exchange movements on |  |  |  |  |  |  |  |
overseas net assets | (132) | – | – | – | – | – | – | (132)
As at 31 December 2024 | 494 | (2) | (116) | – | 1 | 113 | (11,687) | (11,197)

|  |  |  |  |  | Cash |  |
| Cumulative |  | Treasury | Fair | Capital | flow |  |
| translation | EBT shares | shares | Value | redemption | hedge | Merger |
| reserve | reserve 1 | reserve | reserve | reserve | reserve | reserve | Total
| £m | £m | £m | £m | £m | £m | £m | £m
Other comprehensive income | – | – | – | (15) | – | (12) | – | (27)
Shares transferred to |  |  |  |  |  |  |  |
employees | – | 10 7 | 1 | – | – | – | – | 108
Repurchase of ordinary shares |  |  |  |  |  |  |  |
and capital reduction | – | – | – | – | 1 | – | – | 1
Transfer of treasury shares to |  |  |  |  |  |  |  |
employee benefit trust | – | (110) | 110 | – | – | – | – | –
Purchase of treasury shares | – | – | (151) | – | – | – | – | (151)
Exchange movements on |  |  |  |  |  |  |  |
overseas net assets | (246) | – | – | – | – | – | – | (246)
As at 31 December 2025 | 248 | (5) | (156) | (15) | 2 | 101 | (11,687) | (11,512)

1.
Shares owned through an EBT. The total number of shares held in connection with employee share schemes as at 31
December 2025 was 1.3m (2024:0.6m).
The cumulative translation exchange in equity is attributable to:

|  |  | Total
|  | Non- | cumulative
| Retained | controlling | translation
| earnings | interests | exchange
| £m | £m | £m
As at 1 January 2024 | 626 | (1) | 625
Exchange movements on overseas net assets | (132) | (2) | (134)
As at 31 December 2024 | 494 | (3) | 491
Exchange movements on overseas net assets | (246) | (1) | (247)
As at 31 December 2025 | 248 | (4) | 244

24. Related party transactions
A related party under IFRS is a person or entity that is related to the Group. These include both people
and entities that have, or are subject to, influence or control over the Group.
Related parties
Upon the completion of the demerger on 18 July 2022, GSK ceased to be a related party of the Group
under IAS 24, ‘Related Party Disclosures’.
In 2024, Pfizer Inc. undertook a number of transactions during the year which reduced Pfizer's voting
rights to 15%. Following this, Pfizer ceased to be a related party of the Group under IAS 24, 'Related Party
Disclosures' and therefore only balances that occurred before 3 October 2024 are disclosed below.
In 2025, there were no new related party transactions that have or could have materially affected the
financial position or performance of the Group for the period ended 31 December 2025.
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The Group undertook significant transactions with entities from within GSK during the period ended
18 July 2022, and with entities from within Pfizer for the year ended 31 December 2022. Any amounts
owed from GSK as at 31 December 2024 in relation to arrangements set up with GSK before the demerger
activities when GSK was still a related party of the Group, have been settled during the period ended
31 December 2025.
In previous years, the Group had transactions with related parties under manufacture and supply
agreements, distribution agreements, support service agreements, provision of research and development,
toll-manufacturing services and transitional services agreements. In addition, the Group earned net interest
income resulting from funds lent to GSK. All related party transactions are undertaken at arm’s length in
accordance with the Group transfer pricing policy.
Where the legal completion of local transfer of assets and liabilities has been delayed, but the Group
is able to exercise control over the relevant activities, the relevant net assets and profits have been
recognised in the results.
Transaction values for the year ended 31 December (unless otherwise indicated):

| Pfizer companies
| 2025 | 2024 | 2023
| £m | £m | £m
Dividend paid | – | 165 | 124

Balance outstanding as at 31 December:

| Pfizer companies | GSK companies
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Other amounts owing from related parties | – | – | – | 34

25. Capital and financial risk management
Financial assets are measured at amortised cost, fair value through other comprehensive income (FVTOCI)
or fair value through profit or loss (FVTPL). The measurement basis is determined by reference to both the
business model for managing the financial asset and the contractual cash flow characteristics of the
financial asset. For financial assets other than trade receivables, a 12-month expected credit loss allowance
is recorded on initial recognition. If there is subsequent evidence of a significant increase in the credit risk
of an asset, the allowance is increased to reflect the lifetime expected credit loss. If there is no realistic
prospect of recovery, the asset is written off.
Derivatives and hedge accounting
Derivative financial instruments are used to manage exposure to market risks. The derivative instruments
used by the Group are forward foreign exchange contracts and swaps, interest rate swaps and cross
currency interest rate swaps.
Derivative financial instruments are classified as held-for-trading and are measured at fair value. Derivatives
designated as hedging instruments are classified on inception as fair value hedges, cash flow hedges or net
investment hedges. The treatment of changes in the value of derivatives depends on their use as explained
below.
Fair value hedges
Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these
situations, the Group designates the liability and related derivative to be part of a fair value hedge
relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with
changes going to the income statement. Gains and losses on the corresponding derivative are also
recognised in the income statement. The amounts recognised are offset in the income statement to the
extent that the hedge is effective. Ineffectiveness may occur if the critical terms do not exactly match, or if
there is a value adjustment resulting from a change in credit risk (in either the Group or the counterparty to
the derivative) that is not matched by the hedged item. When the relationship no longer meets the criteria
for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income
statement using the effective interest method.
Cash flow hedges
Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows.
Such derivatives are designated as being part of cash flow hedge relationships. For an effective hedge,
gains and losses from changes in the fair value of derivatives are recognised in equity. Any ineffective
elements of the hedge are recognised in the income statement. Ineffectiveness may occur if there are
changes to the expected timing of the hedged transaction. If the hedged cash flow relates to a non-
financial asset, the amount accumulated in equity is subsequently included within the carrying value of
that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at
the same time as the related cash flow. When a derivative no longer qualifies for hedge accounting, any
cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes
place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer
expected to occur, the cumulative gain or loss is taken to the income statement immediately.
Net investment hedges
Certain derivatives and financial liabilities are designated as hedges of the currency risk on the Group’s
investment in foreign subsidiaries. Differences arising on retranslation of a financial liability designated as
hedging instrument in a net investment hedge and the fair value of derivatives are recorded in equity to the
extent that the hedge is effective. These differences on retranslation of financial liability and the fair value
of derivatives are reported within the income statement to the extent that the hedge is ineffective. Gains
and losses accumulated in equity are included in the income statement when the foreign operation is
disposed of.
Derivatives for which hedge accounting is not applied
Derivatives not designated as hedges are held in order to economically hedge certain balance sheet items
and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair
value with changes being recognised in the income statement.
Risk management
The key objectives of the Group’s treasury activities are to minimise the net cost of financial operations
and reduce volatility arising from financial risks.
Treasury activities are governed by the Board. The Group has a Treasury Risk Committee (TRC), chaired
by the CFO, that meets on a regular basis to review treasury activities. The TRC’s members receive
management information relating to treasury activities.
Notes to the Consolidated Financial Statements
continued
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Annual Report and Form 20-F 2025
154
The Group may use a variety of financial instruments to finance its operations and derivative financial
instruments to manage market risks from these operations. Derivatives comprise of foreign exchange
forward contracts and swaps, interest rate swaps and cross currency interest swaps which are used to
manage foreign exchange and interest rate risk on borrowings.
Derivatives are used exclusively for hedging purposes in relation to underlying business activities and not
as trading or speculative instruments.
Capital management
The Group manages its capital to ensure that entities in the Group are able to operate as going concerns
whilst availing themselves of intercompany funding where appropriate.

| 2025 | 2024
| £m | £m
Cash and cash equivalents | 1,324 | 2,250
Short-term borrowings | (836) | (1,487)
Long-term borrowings | (7,773) | (8,640)
Derivative financial assets associated with long-term borrowings | 3 | –
Derivative financial liabilities associated with long-term borrowings | (23) | (68)
Total equity | 16,484 | 16,224
Total capital | 9,179 | 8,279

In April 2025, the Group’s long-term credit rating with Moody’s Investor Service (Moody’s) was upgraded
from Baa1 to A3. As at 31 December 2025, the Group’s long-term credit rating with S&P is BBB+ (stable
outlook) (2024: BBB+) and with Moody’s Investors Service (Moody’s) it is A3 (stable outlook) (2024: Baa1).
The Group’s short-term credit ratings are A-2 and P-2 with S&P and Moody’s, respectively (2024: A-2 and
P-2 respectively).
Liquidity risk management
The Group’s policy is to borrow centrally (where permissible and cost effective) in order to meet
anticipated funding requirements. The strategy is to diversify liquidity sources and to maintain broad
access to financial markets. Each day, the Group sweeps cash to or from a number of global subsidiaries
to central treasury accounts for liquidity management purposes.
The Group uses both notional and zero-balancing cash pool arrangements as appropriate by location
and currency. For notional cash pools, liquidity is drawn against foreign currency balances to provide both
local funding and central liquidity as required and with balances actively managed and maintained to
appropriate levels. As balances in notional pooling arrangements are not settled across currencies, gross
cash and overdraft balances are reported. At 31 December 2025, the Group had £836m (2024: £1,487m)
of borrowings repayable within one year and held £1,324m (2024: £2,250m) of cash and cash equivalents.
The Group has access to a £1,750m revolving credit facility with an initial maturity date of August 2028.
This committed facility was undrawn as at 31 December 2025.
Long-term financing consists of $6,000m in USD bonds, as well as €2,250m Euro bonds and £1,000m GBP
bonds outstanding at 31 December 2025. The Group also has a CNY2,824m bank loan. Refer to Note 19
‘Borrowings’ for further details about the Group’s bonds.
Foreign exchange risk management
Foreign currency transaction exposures arising on internal and external trade flows are selectively hedged.
The Group’s objective is to minimise the exposure of overseas operating subsidiaries to transaction risk by
matching local currency income with local currency costs where possible. Foreign currency cash flows may
be hedged selectively as approved by the TRC. Cash surpluses or borrowing requirements of subsidiary
companies are usually managed centrally using foreign exchange forward contracts and swaps to hedge
future repayments back into the originating currency.
Borrowings denominated in, or swapped into, foreign currencies that match investments in overseas Group
assets may be treated as a hedge against the relevant assets. Forward contracts in major currencies are
also used to reduce exposure to the Group’s investment in overseas assets. Refer to ‘Net investment
hedges’ section of this Note for further details.
Credit risk management
Credit risk is the risk that a counterparty will default on its contractual obligations, resulting in financial
loss to the Group, and arises on cash and cash equivalents and favourable derivative financial instruments
held with banks and financial institutions as well as credit exposures to wholesale and retail customers,
including outstanding receivables.
The Group considers its maximum credit risk to be £1,411m (2024: £2,380m) which is the total of the
Group’s financial assets, excluding other investments which bear equity risk rather than credit risk.
There has been no change in the estimation techniques or significant assumptions made during the current
reporting period in assessing the loss allowance for financial assets at amortised cost since the adoption
of IFRS 9.
Treasury-related credit risk
The aggregate credit risk in respect of financial instruments that the Group may have with a counterparty
is limited according to the assessed risk of each counterparty. Exposures are regularly monitored against
credit limits in accordance with Treasury policy, as approved by the Board.
Expected credit losses on cash and cash equivalents and on third-party financial derivatives for 2025 are
assessed to be immaterial and therefore have not been recognised. No such losses were incurred in 2024
or 2023.
The following table summarises the Group’s assessment of its counterparty credit risk.
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Annual Report and Form 20-F 2025
155

|  |  |  |  | BB+ |
|  |  |  |  | and below |
| AAA | AA | A | BBB | or unrated | Total
| £m | £m | £m | £m | £m | £m
2025 |  |  |  |  |  |
Bank balances and deposits | – | – | 658 | 7 | 42 | 70 7
Money market funds | 608 | – | – | – | – | 608
Government securities | – | – | – | – | 9 | 9
Cash and cash equivalents | 608 | – | 658 | 7 | 51 | 1,324
Derivative financial instruments | – | 13 | 74 | – | – | 8 7
Total | 608 | 13 | 732 | 7 | 51 | 1,411
2024 |  |  |  |  |  |
Bank balances and deposits | – | 1 | 1,658 | 10 | 27 | 1,696
Money market funds | 554 | – | – | – | – | 554
Government securities | – | – | – | – | – | –
Cash and cash equivalents | 554 | 1 | 1,658 | 10 | 2 7 | 2,250
Derivative financial instruments | – | 14 | 116 | – | – | 130
Total | 554 | 15 | 1,774 | 10 | 2 7 | 2,380

Wholesale and retail credit risk
The Group does not have a substantial wholesale and retail credit risk as a result of its diversified
geographical presence, product offering, consumer profile and historical credit loss information. Where
appropriate, the Group utilises credit insurance and receivables factoring to minimise the credit risk of the
trade receivables in the Group (refer to Note 16 ‘Trade and other receivables’ for further details about the
Group’s expected credit losses). Factoring arrangements are based on a portfolio approach and are used
to mitigate risk arising from large credit risk concentrations. All factoring arrangements are non-recourse.
Interest rate risk management
The Group manages the interest rate risk on its net debt portfolio, with the objectives of minimising the
effective net interest cost and income statement volatility.
The Group’s main interest rate risk arises from borrowings and investments with floating rates and from the
refinancing of maturing fixed-rate debt where any changes in interest rates will affect future cash flows.
The policy on interest rate risk management limits the net amount of floating-rate debt to a specific cap.
Of the Group’s debt, 57% was held at fixed rates as at 31 December 2025 (2024: 59%), including the impact
of swaps. Any bond debt with less than three months to maturity is considered floating rate.
Interest rate and forward starting interest rate swaps
The forward starting interest rate contracts, exchanging floating interest for fixed interest, were designated
as cash flow hedges to pre-hedge the interest variability of the interest cash flows associated with the
fixed-rate debt issued in 2022.
The interest rate swap contracts, exchanging fixed interest rate for floating interest, have been designated
as fair value hedges to hedge the variability in fair value associated with the Group’s fixed-rate debt.
The interest rate swaps and the interest payments on the loan occur simultaneously and the fair value
of interest rate swaps and the fair value of related debt affect the income statement at the same time.
Derivative financial instruments and hedging
Derivative financial instruments are used to mitigate exposure to foreign exchange transactional risks of
the Group. The fair value of a derivative financial instrument is classified as a non-current asset or liability
if the remaining maturity is more than 12 months and as a current asset or liability if the maturity is less
than 12 months.
The Group has the following derivative financial instruments:

| 2025 | 2024
|  |  | Fair value |  |  | Fair value
| Notional | Fair value | of | Notional | Fair value | of
| amount | of assets | liabilities | amount | of assets | liabilities
| £m | £m | £m | £m | £m | £m
Non-current |  |  |  |  |  |
Fair value hedges – interest rate swap |  |  |  |  |  |
contracts | 2,640 | 3 | (23) | 2,445 | – | (63)
Net investment hedges – foreign exchange |  |  |  |  |  |
contracts | 930 | 6 | (11) | 175 | – | (2)
Current |  |  |  |  |  |
Fair value hedges – interest rate swap |  |  |  |  |  |
contracts | 742 | – | (1) | 1,396 | – | (18)
Net investment hedges – cross currency |  |  |  |  |  |
interest rate swaps | – | – | – | 910 | 61 | –
Net investment hedges – foreign exchange |  |  |  |  |  |
contracts | 1,392 | 41 | (17) | 1,149 | 39 | (20)
Cash flow hedges – foreign exchange |  |  |  |  |  |
contracts | 75 7 | 11 | (10) | 538 | 13 | (17)
Derivatives designated and effective as |  |  |  |  |  |
hedging instruments | 6,461 | 61 | (62) | 6,613 | 113 | (120)
Non-current |  |  |  |  |  |
Cross currency interest rate swap contracts | – | – | – | 499 | – | (5)
Current |  |  |  |  |  |
Cross currency interest rate swap contracts | 499 | 22 | – | 910 | – | (31)
Foreign exchange contracts | 1,399 | 4 | (3) | 2,032 | 17 | (4)
Derivatives classified as held for trading | 1,898 | 26 | (3) | 3,441 | 1 7 | (40)
Total derivative instruments | 8,359 | 8 7 | (65) | 10,054 | 130 | (160)

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
156
Fair value hedges
At issuance in March 2022, $1,750m and €850m bonds were converted from fixed rate to floating rate
using interest rate swaps. Further, in April and May 2023 additional $1,400m of bonds issued in March
2022 were converted from fixed to floating rate using interest rate swaps.
At issuance in September 2024, €750m bond was converted from fixed rate to floating rate using interest
rate swaps. During second half of 2025, $800m and £350m bonds issued in 2022 and 2024 were converted
from fixed rate to floating rate using interest rate swaps.
Cash flow hedges
In 2023, the Group established a programme of hedging highly probable forecast transactional foreign
exchange exposure using foreign exchange contracts (FX forwards and FX swaps). The key exposure
designated under cash flow hedge accounting are forecast receipts from customers and payments to
suppliers, capital expenditure and other administration expenses payable in foreign currency.
In 2024, the Group entered into forward starting interest rate swaps (derivatives) to pre-hedge interest
rate risk on the fixed rate bonds issued in September 2024. These derivatives were designated in a cash
flow hedge relationship. The derivatives were settled in September 2024 and as a result cash flow hedges
were terminated with a net cash outflow of £3m. The element of gains/losses of these cash flow hedges
relating to other comprehensive income is being amortised to the income statement as per the maturity
profile of the loan notes.
Net investment hedges
At 31 December 2025 and 31 December 2024, certain foreign exchange contracts and cross currency
interest rate swaps were designated as net investment hedges in respect of the foreign currency
translation risk arising on consolidation of the Group’s net investment in its foreign operations as shown
in the table above.
The carrying value of the EUR bonds in Note 19 ‘Borrowings’ included £2,169m (2024: £2,062m) that
were also designated as hedging instruments in net investment hedges in respect of the foreign currency
translation risk arising on consolidation of the Group’s net investment in its European (Euro) foreign
operations. For net investment hedges, the balance in the foreign currency translation reserve in relation
to continuing hedges is £(125)m (2024: £(155)m).
The following tables provide information regarding hedging instruments and the related hedged items as
at 31 December:
Hedging instruments

|  |  | Change in fair |
|  |  | value | Carrying
|  | Notional | for recognising | value
|  | principal | hedge | assets/
| Average | value | ineffectiveness | (liabilities)
| strike price | £m | £m | £m
2025 |  |  |  |
Cash flow hedges |  |  |  |
Below 10 years |  |  |  |
FX forward contracts/FX swaps | N/ A | 75 7 | 1 | 1
Fair value hedges |  |  |  |
Below 10 years |  |  |  |
EUR IRS | 2.0% | 1,39 7 | (8) | (8)
USD IRS | 3.8% | 1,635 | (16) | (16)
GBP IRS | 3.9% | 350 | 3 | 3
Net investment hedges |  |  |  |
Below 10 years |  |  |  |
EUR FX Swaps/forwards | 1.1 | 171 | (1) | (1)
CNH FX Swaps/forwards | 8.9 | 1,243 | 1 | 1
AUD FX Swaps/forwards | 2.1 | 86 | (3) | (3)
CAD FX Swaps/forwards | 1.8 | 360 | 3 | 3
USD FX Swaps/forwards | 1.3 | 416 | 16 | 16
TWD FX Swaps/forwards | 40.1 | 46 | 2 | 2
EUR Bonds | N/ A | 2,183 | 10 7 | (2,169)
2024 |  |  |  |
Cash flow hedges |  |  |  |
Below 10 years |  |  |  |
FX forward contracts/FX swaps | N/A | 538 | (4) | (4)
Fair value hedges |  |  |  |
Below 10 years |  |  |  |
EUR IRS | 2.0% | 1,328 | (20) | (20)
USD IRS | 3.4% | 2,512 | (61) | (61)
Net investment hedges |  |  |  |
Below 10 years |  |  |  |
EUR FX Swaps/forwards | 1.2 | 384 | 8 | 8
CNH FX Swaps/forwards | 9.0 | 716 | (6) | (6)
AUD FX Swaps/forwards | 2.0 | 81 | 3 | 3
CAD FX Swaps/forwards | 1.6 | 96 | 11 | 11
TWD FX Swaps/forwards | 40.1 | 47 | 1 | 1
CNH CCIRS | 8.6 | 910 | 61 | 61
EUR Bonds | N/A | 2,076 | 77 | (2,062)

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Annual Report and Form 20-F 2025
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Hedged items

| 2025 | 2024
|  |  | Change in | Balance |  |  | Change in | Balance
|  |  | value for | in cash |  |  | value for | in cash
|  | Accumulated | calculating | flow |  | Accumulated | calculating | flow
| Carrying | fair value | hedge | hedge | Carrying | fair value | hedge | hedge
| amount | adjustments 1 | ineffectiveness | reserve 2 | amount | adjustments 1 | ineffectiveness | reserve 2
| £m | £m | £m | £m | £m | £m | £m | £m
Cash flow hedges |  |  |  |  |  |  |  |
Pre-hedging of long- |  |  |  |  |  |  |  |
term interest rate | – | – | – | (97) | – | – | – | (114)
Transactional FX |  |  |  |  |  |  |  |
forecast exposure 3 | 75 7 | – | – | (4) | 538 | – | – | 1
Fair value hedges |  |  |  |  |  |  |  |
Bonds 4 | (2,703) | 21 | 21 | – | (3,188) | 81 | 81 | –
Net investment |  |  |  |  |  |  |  |
hedges |  |  |  |  |  |  |  |
Net assets in foreign |  |  |  |  |  |  |  |
currency 5 | 4,505 | (125) | (125) | – | 4,310 | (155) | (155) | –

1.
Accumulated fair value adjustments on the hedged items included in the carrying amount of the hedged item.
2.
Balance in cash flow hedge reserve for continued transactional FX forecast hedges and discontinued hedges net of tax.
3.
In 2023 the Group established a programme to hedge forecast transactional foreign exchange exposure.
4.
The difference in change in value for calculating hedge ineffectiveness between derivatives and bonds is due to upfront
cash receipt on derivatives and hedge ineffectiveness.
5.
Relates to net investment hedges which is part of the translation reserve in equity.
The following table details the effectiveness of the hedging relationships and the amounts reclassified
from the hedging reserve to the income statement for cash flow hedges, recognised under finance income
or expense. There was no ineffectiveness on fair value on net investment hedges.

| Hedging |  | Hedged |
| gains/(losses) |  | future cash |
| in other | Hedge | flows no | As hedged
| comprehensive | ineffectiveness | longer expected | item affects
| income | in profit or loss | to occur | profit or loss
| £m | £m | £m | £m
2025 |  |  |  |
Cash flow hedges |  |  |  |
Transactional FX hedge | 19 | – | – | 1 7
Pre-hedging of long-term interest rates |  |  |  |
Below 10 years | 121 | – | – | 19
10-30 years | 18 | – | – | 2
2024 |  |  |  |
Cash flow hedges |  |  |  |
Transactional FX hedge | 9 | – | – | 11
Pre-hedging of long-term interest rates |  |  |  |
Below 10 years | 138 | – | – | 20
10-30 years | 23 | – | – | 2

Fair value of financial assets and liabilities excluding lease liabilities
The table below presents the carrying amounts and the fair values of the Group’s financial assets and
liabilities. The fair values of the financial assets and liabilities are included at the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date.
The following methods and assumptions were used to estimate the fair values:
-
Cash and cash equivalents carried at amortised cost, trade and other receivables and certain other
non-current assets, loan amounts owing from/(to) related parties, trade and other payables and
certain other non-current liabilities: approximates to the carrying amount.
-
Cash and cash equivalents (money market funds) carried at fair value: based on net asset value of the
funds.
-
Short-term loans, overdrafts and commercial paper: approximates to the carrying amount because of
the short maturity of these instruments.
-
Interest rate swaps and foreign exchange contracts: based on present value of contractual cash flows
using market-sourced data (exchange rates and interest rates) at the balance sheet date.
-
Long-term loans: based on executable quotes or thinly traded prices (a level 2 fair value measurement)
for European and US Medium Term Notes; based on present value of contractual cash flows for non-
voting preference shares and based on the approximation of the carrying amount in the case of other
floating-rate bank loans.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
158

| 2025 | 2024
| Carrying |  | Carrying |
| value | Fair value | value | Fair value
| £m | £m | £m | £m
Financial assets at fair value through other |  |  |  |
comprehensive income: |  |  |  |
Unlisted equity investments | 6 7 | 6 7 | 82 | 82
Financial assets measured at amortised cost: |  |  |  |
Cash and cash equivalents (including government |  |  |  |
securities) | 716 | 716 | 1,696 | 1,696
Trade and other receivables and certain other non- |  |  |  |
current assets | 1,818 | 1,818 | 1,796 | 1,796
Financial assets mandatorily measured at fair value |  |  |  |
through profit or loss: |  |  |  |
Held for trading derivatives that are not in a designated |  |  |  |
and effective hedging relationship | 26 | 26 | 17 | 17
Cash and cash equivalents (money market funds) | 608 | 608 | 554 | 554
Derivatives designated and effective as hedging |  |  |  |
instruments |  |  |  |
Fair value hedge | 3 | 3 | – | –
Cash flow hedge | 11 | 11 | 13 | 13
Net investment hedge | 4 7 | 4 7 | 100 | 100
Total financial assets | 3,296 | 3,296 | 4,258 | 4,258
Financial liabilities measured at amortised cost: |  |  |  |
Short-term loans and overdrafts | (49) | (49) | (43) | (43)
Other bonds | (3,448) | (3,292) | (4,397) | (4,006)
Long-term loans | (300) | (300) | (290) | (290)
Non-voting preference shares | (25) | (25) | (25) | (25)
Trade and other payables and certain other non-current |  |  |  |
liabilities in scope of IFRS 9 | (3,333) | (3,333) | (3,470) | (3,470)
Bonds in a designated hedge relationship | (4,654) | (4,438) | (5,249) | (5,108)
Financial liabilities mandatorily measured at fair value |  |  |  |
through profit or loss: |  |  |  |
Held for trading derivatives that are not in a designated |  |  |  |
and effective hedging relationship | (3) | (3) | (40) | (40)
Derivatives designated and effective as hedging |  |  |  |
instruments |  |  |  |
Fair value hedge | (24) | (24) | (81) | (81)
Cash flow hedge | (10) | (10) | (17) | (17)
Net investment hedge | (28) | (28) | (22) | (22)
Total financial liabilities | (11,874) | (11,502) | (13,634) | (13,102)
Net financial assets and financial liabilities | (8,578) | (8,206) | (9,376) | (8,844)

Financial instruments held at fair value shown according to the fair value hierarchy is provided below.
Financial assets and liabilities held at fair value are categorised by the valuation methodology applied in
determining their fair value. Where possible, quoted prices in active markets are used (level 1). Where such
prices are not available, the asset or liability is classified as level 2, provided all significant inputs to the
valuation model used are based on observable market data. If one or more of the significant inputs to
the valuation model is not based on observable market data, the instrument is classified as level 3. The
methods and assumptions used to estimate the fair values of significant financial instruments on the
balance sheet are consistent with those applied for the year ended 31 December 2024.
The equity investment that is valued at Level 3 is a passive investment in a private entity acquired as part
of the consideration received for the divestment of ChapStick. In the absence of specific and active market
data, the investment is held at fair value based on a multiple of the latest available rolling 12-month
earnings before interest depreciation and amortisation (EBITDA) and adjusted for net debt, which
approximates to fair value.

| Level 1 | Level 2 | Level 3 | Total
At 31 December 2025 | £m | £m | £m | £m
Financial assets at fair value through other |  |  |  |
comprehensive income: |  |  |  |
Unlisted equity investments | – | – | 6 7 | 6 7
Financial assets at fair value through profit or loss: |  |  |  |
Held for trading derivatives that are not in a designated |  |  |  |
and effective hedging relationship | – | 26 | – | 26
Cash and cash equivalents (money market funds) | 608 | – | – | 608
Derivatives designated and effective as hedging |  |  |  |
instruments: |  |  |  |
Fair value hedge | – | 3 | – | 3
Cash flow hedge | – | 11 | – | 11
Net investment hedge | – | 4 7 | – | 4 7
Total financial assets | 608 | 8 7 | 6 7 | 762
Financial liabilities at fair value through profit or loss: |  |  |  |
Held for trading derivatives that are not in a designated |  |  |  |
and effective hedging relationship | – | (3) | – | (3)
Derivatives designated and effective as hedging |  |  |  |
instruments |  |  |  |
Fair value hedge | – | (24) | – | (24)
Cash flow hedge | – | (10) | – | (10)
Net investment hedge | – | (28) | – | (28)
Total financial liabilities | – | (65) | – | (65)

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Annual Report and Form 20-F 2025
159

| Level 1 | Level 2 | Level 3 | Total
At 31 December 2024 | £m | £m | £m | £m
Financial assets at fair value through other |  |  |  |
comprehensive income: |  |  |  |
Unlisted equity investments | – | – | 82 | 82
Financial assets at fair value through profit or loss: |  |  |  |
Held for trading derivatives that are not in a designated |  |  |  |
and effective hedging relationship | – | 17 | – | 1 7
Cash and cash equivalents (money market funds) | 554 | – | – | 554
Derivatives designated and effective as hedging |  |  |  |
instruments: |  |  |  |
Cash flow hedge | – | 13 | – | 13
Net investment hedge | – | 100 | – | 100
Total financial assets | 554 | 130 | 82 | 766
Financial liabilities at fair value through profit or loss: |  |  |  |
Held for trading derivatives that are not in a designated |  |  |  |
and effective hedging relationship | – | (40) | – | (40)
Derivatives designated and effective as hedging |  |  |  |
instruments |  |  |  |
Fair value hedge | – | (81) | – | (81)
Cash flow hedge | – | (17) | – | (17)
Net investment hedge | – | (22) | – | (22)
Total financial liabilities | – | (160) | – | (160)

Other assets and liabilities in scope of IFRS 9
Trade and other receivables and other non-current assets
The following table reconciles financial instruments within trade and other receivables and other non-
current assets which fall within the scope of IFRS 9 to the relevant balance sheet amounts.
The financial assets are predominantly non-interest earning. Non-financial instruments include tax
receivables and prepayments, which are outside the scope of IFRS 9.

| At 31 December 2025 | At 31 December 2024
|  | Non- |  |  | Non- |
| Financial | financial |  | Financial | financial |
| instruments | instruments | Total | instruments | instruments | Total
| £m | £m | £m | £m | £m | £m
Trade and other receivables (Note 16) | 1,801 | 25 7 | 2,058 | 1,780 | 275 | 2,055
Other non-current assets (Note 16) | 1 7 | 20 | 3 7 | 16 | 55 | 71
Total | 1,818 | 27 7 | 2,095 | 1,796 | 330 | 2,126

Trade and other payables, other provisions and other non-current liabilities
The following table reconciles financial liabilities within trade and other payables, other provisions and
other non-current liabilities which fall within the scope of IFRS 9 to the relevant balance sheet amounts.
Accrued wages and salaries are included within financial liabilities. Non-financial instruments include
payments on account, tax and social security payables and provisions which do not arise from contractual
obligations to deliver cash or another financial asset, which are outside the scope of IFRS 9.

| At 31 December 2025 | At 31 December 2024
|  | Non- |  |  | Non- |
| Financial | financial |  | Financial | financial |
| instruments | instruments | Total | instruments | instruments | Total
| £m | £m | £m | £m | £m | £m
Trade and other payables (Note 18) | (3,305) | (425) | (3,730) | (3,268) | (437) | (3,705)
Other financial liability (Note 27) | – | – | – | (177) | – | (177)
Provisions (Note 21) | (7) | (102) | (109) | (5) | (170) | (175)
Other non-current liabilities | (21) | (9) | (30) | (20) | (8) | (28)
Total | (3,333) | (536) | (3,869) | (3,470) | (615) | (4,085)

Offsetting of financial assets and liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet where there is a
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis
or realise the asset and settle the liability simultaneously. There are also arrangements that do not meet
the criteria for offsetting but still allow for the related amounts to be offset in certain circumstances, such
as bankruptcy or the termination of a contract.
The following tables set out the financial assets and liabilities that are offset, or subject to enforceable
master netting arrangements and other similar agreements but not offset, as at 31 December 2025 and
31 December 2024. The column ‘Net amount’ shows the impact on the Group’s balance sheet if all offset
rights were exercised.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
160

|  | Gross | Net financial |  |
| Gross | financial | assets/ |  |
| financial | assets/ | (liabilities) | Related |
| assets/ | (liabilities) | per balance | amounts | Net
| (liabilities) | set off | sheet | not offset | amount
At 31 December 2025 | £m | £m | £m | £m | £m
Financial assets |  |  |  |  |
Derivative financial assets | 8 7 | – | 8 7 | (47) | 40
Financial liabilities |  |  |  |  |
Derivative financial liabilities | (65) | – | (65) | 4 7 | (18)

|  | Gross | Net financial |  |
|  | financial | assets/ |  |
| Gross financial | assets/ | (liabilities) | Related |
| assets/ | (liabilities) | per balance | amounts | Net
| (liabilities) | set off | sheet | not offset | amount
At 31 December 2024 | £m | £m | £m | £m | £m
Financial assets |  |  |  |  |
Derivative financial assets | 130 | – | 130 | (90) | 40
Financial liabilities |  |  |  |  |
Derivative financial liabilities | (160) | – | (160) | 90 | (70)

Amounts which do not meet the criteria for offsetting on the balance sheet but could be settled net
in certain circumstances principally relate to derivative transactions under International Swaps and
Derivatives Association (ISDA) agreements where each party has the option to settle amounts on a net
basis in the event of default of the other party. As there is presently not a legally enforceable right of
offset, these amounts have not been offset in the balance sheet but have been presented separately
in the tables above.
Sensitivity analysis
Foreign exchange sensitivity
The two major foreign currencies in which the Group’s financial instruments are denominated are US Dollars
and Euros. Financial instruments are only considered sensitive to foreign exchange rates where they are not
in the functional currency of the entity that holds them. Intercompany loans which are fully hedged to
maturity with a currency swap have been excluded from this analysis.

| 2025 | 2024
| Increase/(decrease) | Increase/(decrease)
| in income | in income
| £m | £m
10 cent appreciation of the US Dollar | 3 | 2
10 cent depreciation of the US Dollar | (3) | (2)
10 cent appreciation of the Euro | (2) | 1
10 cent depreciation of the Euro | 2 | –

The equity impact, shown below, for foreign exchange sensitivity relates to derivative and non-derivative
financial instruments hedging the Group’s net investments in its European (Euro) and Chinese (CNY) foreign
operations and cash flow hedges of its foreign exchange exposure arising in Euro and US Dollar.

| 2025 | 2024
| (Decrease)/increase | (Decrease)/increase
| in equity | in equity
| £m | £m
10 cent appreciation of the CNY | (13) | (17)
10 cent depreciation of the CNY | 13 | 17
10 cent appreciation of the Euro | (216) | (189)
10 cent depreciation of the Euro | 182 | 160
10 cent appreciation of the US Dollar | (33) | (6)
10 cent depreciation of the US Dollar | 29 | 5

Interest rate sensitivity
The Group is exposed to interest rate risk on its outstanding borrowings and investments where any
changes in interest rates will affect future cash flows or the fair values of financial instruments. The table
below shows the Group’s hypothetical sensitivity to changes in interest rates in relation to Pound Sterling,
US Dollar and Euro variable rate financial assets and liabilities, including derivatives. If the interest rates
applicable to floating-rate financial assets and liabilities were to have increased by 1% (100 basis points),
and assuming other variables had remained constant, it is estimated that the Group’s finance income for
2025 would have decreased by approximately £10m (2024: decreased by approximately £12m). A 1% (100
basis points) movement in US Dollar interest rates would not have any impact to equity (2024: no impact
to equity). A 1% (100 basis points) movement in interest rates in relation to Pound Sterling or Euro is not
deemed to have a material effect on equity (2024: not deemed to have a material effect on equity).

| 2025 | 2024
| Increase/(decrease) | Increase/(decrease)
| in income | in income
| £m | £m
1% (100 basis points) increase in Pound Sterling interest rates | 16 | 13
1% (100 basis points) increase in US Dollar interest rates | (19) | (17)
1% (100 basis points) increase in Euro interest rates | (7) | (8)

Contractual cash flows for non-derivative financial liabilities and derivative instruments
The following table provides an analysis of the anticipated contractual cash flows including interest
payable for the Group’s borrowings on an undiscounted basis. Interest is calculated based on debt held at
the balance sheet date without taking account of future issuance. Floating-rate interest is estimated using
the prevailing interest rate at the balance sheet date. Cash flows in foreign currencies are translated using
spot rates at the balance sheet date.
Strategic
Corporate
Consolidated
Parent Company
Other
Report
Governance
Financial Statements
Financial Statements
Information
Haleon
Annual Report and Form 20-F 2025
161

|  |  |  |  | Trade |
|  |  |  |  | payables |
|  |  |  |  | and other |
|  |  |  | Interest | liabilities |
|  | Interest on | Lease | on lease | not in |
| Borrowings | borrowings | liabilities | liabilities | net debt | Total
At 31 December 2025 | £m | £m | £m | £m | £m | £m
Due in less than one year | 788 | 253 | 48 | 4 | 3,324 | 4,41 7
Between one and two years | 1,54 7 | 210 | 43 | 2 | 8 | 1,810
Between two and three years | 1,012 | 190 | 12 | 1 | 1 | 1,216
Between three and four years | 89 7 | 148 | 7 | 1 | – | 1,053
Between four and five years | 668 | 129 | 4 | – | – | 801
After five years | 3,539 | 888 | 19 | – | – | 4,446
Gross contractual cash flows | 8,451 | 1,818 | 133 | 8 | 3,333 | 13,743
At 31 December 2024 |  |  |  |  |  |
Due in less than one year | 1,437 | 270 | 50 | 3 | 3,485 | 5,245
Between one and two years | 694 | 253 | 36 | 2 | 8 | 993
Between two and three years | 1,587 | 209 | 19 | 1 | 1 | 1,81 7
Between three and four years | 919 | 190 | 9 | – | – | 1,118
Between four and five years | 1,075 | 149 | 6 | – | – | 1,230
After five years | 4,267 | 1,072 | 3 | – | – | 5,342
Gross contractual cash flows | 9,979 | 2,143 | 123 | 6 | 3,494 | 15,745

The table below provides an analysis of the anticipated contractual cash flows for the Group’s derivative
instruments, using undiscounted cash flows. Cash flows in foreign currencies are translated using spot rates
at 31 December. The gross cash flows of foreign exchange contracts are presented for the purposes of
this table although, in practice, the Group uses standard settlement arrangements to reduce its liquidity
requirements on these instruments.

| 2025 | 2024
| Receivables | Payables | Receivables | Payables
| £m | £m | £m | £m
Foreign exchange contracts |  |  |  |
Due in less than one year | 7,039 | (7,013) | 8,912 | (8,873)
Between one and two years | 170 | (161) | 103 | (100)
Between two and three years | – | – | 110 | (104)
Between four and five years | 894 | (829) | – | –
Interest rate swap contracts |  |  |  |
Due in less than one year | 1,366 | (1,350) | 3,302 | (3,330)
Between one and two years | 371 | (367) | 1,242 | (1,242)
Between two and three years | 696 | (697) | 341 | (347)
Between three and four years | 255 | (255) | 620 | (625)
Between four and five years | 49 | (52) | 223 | (227)
After five years | 1,244 | (1,257) | 458 | (468)
Gross contractual cash flows | 12,084 | (11,981) | 15,311 | (15,316)

26. Employee share schemes
Incentives in the form of share awards are provided to employees under share schemes. The fair value of
equity-settled share schemes is calculated at the grant date using a fair value model and is charged to the
income statement over the vesting period with a corresponding adjustment to the equity share-based
payment reserve. At the end of each reporting period, the Group reviews its charge and revises it accordingly
based on the number of shares expected to vest. The impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense reflects the revised estimate.
For cash-settled share-based payments, the fair value of service rendered is based on the fair value of the
liability related to the share-based instrument granted.
Description of the Group’s plans
The Group operates a number of share-based payment schemes for Executive Directors and other
employees which are predominantly equity-settled, however may be cash-settled in certain locations.
Performance Share Plan
Under the Performance Share Plan, awards are granted to Executive Directors and other employees over
ordinary shares or ADSs in Haleon plc at no cost. The percentage of each award that vests is based upon
the performance of the Group over a defined measurement period with dividends reinvested during the
same period. The performance conditions attached to each award are based on three measures over a
three-year performance period. These are cumulative free cash flow (50%), adjusted diluted EPS growth
(30%) and organic operating margin improvement (20%). In addition, an environmental, social and
governance (ESG) qualifier applies which can reduce the level of the overall vesting by up to 75%.
Share Value Plan
Under the Share Value Plan, awards are granted to qualifying employees over ordinary shares or ADSs
in Haleon plc at no cost. These awards generally vest after three years and there are normally no
performance conditions attached. The fair value of these awards is determined based on the closing share
price on the day of grant and adjusted for the expected dividend yield of 2.06% (2024: 2.22%, 2023: 1.54%)
during the vesting period.
Sharesave and Share Reward Plans
The Sharesave and Share Reward Plans are HMRC-approved savings-related plans. These plans are made
available to all UK employees.
The Sharesave Plan enables participants to save up to £500 per month, over a fixed three-year period.
At the end of the fixed period the savings can be used to purchase ordinary shares in the Company at a
predetermined discount of up to 20%, which is set at the time of each Sharesave launch.
Participants of the Share Reward Plan contribute up to £125 per month to purchase Haleon plc ordinary
shares. The Company then matches these purchases on a one-for-one basis. Participants are eligible to receive
dividends during the holding period either as cash or reinvested to buy further shares. The shares are placed
in a UK resident trust and are available to the individual with tax advantages after a five-year period.
Deferred Annual Bonus Plan (DABP)
Executive Directors are required to defer 50% of any bonus earned into an award over ordinary shares
or ADSs under the DABP, which will normally vest on the third anniversary of grant, subject to continued
employment. DABP awards are eligible for dividend equivalent payments in respect of dividends that
would have been paid on the ordinary shares or ADSs up to the date the awards vest.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
162
The total cost of each of the relevant schemes is as below:

Charge (£m) | 2025 | 2024
Equity-settled |  |
Performance Share Plan | 25 | 29
Share Value Plan | 60 | 72
Sharesave Plan | 1 | 1
Cash-settled |  |
Performance Share Plan | 1 | 1
Share Value Plan | 8 | 14
Total | 95 | 11 7

The Group has £20m of outstanding liabilities as at 31 December 2025 in relation to cash-settled awards
(2024: £25m). There were £13m worth of releases from Group cash-settled provision in 2025 (2024: £3m).
There were no cancellations or modifications to awards in 2025 or 2024.
The movements in ordinary shares, ADS awards and share options during the year, split between each of
the relevant schemes, are shown below:

| Performance Share |  |  | Sharesave
| Plan | Share Value Plan | Plan 1
| Ordinary |  |  |  |
Number of share awards ('000) | shares | ADS | Ordinary shares | ADS | Share options
At 1 January 2024 | 19,041 | 3,551 | 38,941 | 12,855 | 5,490
Awards granted | 11,830 | 945 | 18,442 | 5,329 | 757
Dividends reinvested | 475 | 54 | 14 | – | n/a
Awards released/exercised | (537) | (573) | (6,495) | (2,080) | (206)
Awards forfeited | (3,130) | (1,060) | (6,032) | (2,199) | (670)
At 31 December 2024 | 27,679 | 2,91 7 | 44,870 | 13,905 | 5,371
Awards granted | 10,241 | 841 | 17,50 7 | 5,414 | 1,711
Dividends reinvested | 491 | 44 | 18 | – | n/a
Awards released/exercised | (6,529) | (820) | (14,555) | (4,629) | (472)
Awards forfeited | (4,797) | (492) | (4,515) | (1,273) | (363)
At 31 December 2025 | 27,085 | 2,490 | 43,325 | 13,41 7 | 6,24 7

1.
Number of share options exercisable as at 31 December 2025 was 510,361 (2024: 156,008).
Fair value of awards
The weighted average fair values of share awards and share options granted during the year were as below:

Weighted fair value | 2025 | 2024
Performance Share Plan |  |
Ordinary shares | £3.91 | £3.46
ADSs | $8.96 | $8.62
Share Value Plan |  |
Ordinary shares | £3.74 | £3.20
ADSs | $9.72 | $8.14
Sharesave Plan 1 |  |
Share options | £1.00 | £1.04

1.
Weighted average exercise prices (£) for options exercised during the year was £2.30 (2024: £2.28).
For the purposes of valuing options in relation to the Sharesave Plan to arrive at the share-based payment
charge, a Black-Scholes option pricing model has been used. The assumptions used in the model are
as follows:

| 2025 Grant | 2024 Grant
Weighted average fair value at the measurement date (£) | 1.00 | 1.04
Risk-free interest rate (%) | 3.79 | 4.22
Expected dividend yield (%) | 2.28 | 2.02
Volatility (%) | 21.19 | 20.94
Expected life (years) | 3.5 | 3.50
Sharesave Plan-related options grant price (including 20% discount) (£) | 2.94 | 3.00

The expected volatility reflects the assumption that the historical volatility over a period similar to the life
of the share options is indicative of future trends, which may not necessarily be the actual outcome.
At 31 December 2025, the range of exercise prices on options outstanding were between £2.27 to £3.00
(2024: £2.27 to £3.00) with remaining weighted average contractual life of 1.4 years (2024: 1.5 years).
The weighted average market price on exercise during the year was £3.69 (2024: £3.50).
There has been no change in the effective exercise price of any outstanding options during the year.
Employee benefit trusts
The Group sponsors employee benefit trusts (EBTs) to acquire and hold shares in Haleon plc to satisfy
awards made under employee share plans. The trustees of the EBTs purchase shares with finance provided
by the Group by way of gifts or loans or alternatively the Group transfers treasury shares to the EBTs to
satisfy obligations towards employees. The costs of running the EBTs are charged to the income statement.
Shares held by the EBTs are deducted from other reserves and amortised down to the value of proceeds,
if any, receivable from other subsidiaries on exercise by a transfer to retained earnings. The trustees have
waived their rights to dividends on the shares held by the EBTs. At 31 December 2025, the EBTs held 1.3m
shares (2024: 0.6m shares, 2023: 10.4m shares) with a market value of £5m (2024: £2m, 2023: £34m).
27. Acquisitions and disposals
Business combinations where common control exists at the time of the transaction are accounted for by
adopting the principles of predecessor accounting. All assets and liabilities acquired are recognised at
their previous carrying values with effect from the beginning of the earliest period reported in the financial
statements. No new goodwill arises from such transactions and the differences between the fair value of
the consideration paid and the carrying value of assets and liabilities acquired is recorded within equity in
the merger reserve.
Business combinations where common control does not exist before the transaction are accounted for
using the acquisition accounting method. Identifiable assets, liabilities and contingent liabilities acquired
are measured at fair value at acquisition date. The consideration transferred is measured at fair value and
includes the fair value of any contingent consideration. Where the consideration transferred, together with
the non-controlling interest, exceeds the fair value of the net assets, liabilities and contingent liabilities
acquired, the excess is recorded as goodwill, denominated in the currency of the operation acquired.
Strategic
Corporate
Consolidated
Parent Company
Other
Report
Governance
Financial Statements
Financial Statements
Information
Haleon
Annual Report and Form 20-F 2025
163
The costs related to business combinations are charged to the income statement in the period in which
they are incurred. Where not all the equity of a subsidiary is acquired, the non-controlling interest is
recognised either at fair value or at the non-controlling interest’s share of the net assets of the subsidiary,
on a case-by-case basis.
Disposal groups are generally measured at the lower of their carrying value or fair value less costs to sell.
Any gain or loss resulting from the disposal is recognised in the consolidated income statement.
Transactions with non-controlling interests are accounted for within equity. Where the Group has issued
a put option over shares held by a non-controlling interest, the Group derecognises the non-controlling
interests and instead recognises a financial liability for the amount likely to be paid to the non-controlling
interest on the exercise of those options. Movements in the estimated liability in respect of put options are
recognised in retained earnings.
Acquisitions
In China, the Group’s OTC business (which represents c.40% of Haleon’s total China business) is conducted
through a subsidiary. The subsidiary Tianjin TSKF Pharmaceutical Co., Ltd. (TSKF) was a joint venture
between Haleon, the Tianjin Pharmaceutical Group (TPG) and Tianjin Pharmaceutical Da Ren Tang Group
Corporation Limited (DRTG).
On 27 December 2024, Haleon completed the purchase of 33% of the equity interest in TSKF from the
partners, TPG and DRTG for a total consideration of RMB 4,465 million (£486 million). The transactions
were recognised in retained earnings. Haleon also signed an amended Joint Venture Agreement with
DRTG which gave the Group an option to buy the remaining 12% of TSKF. The Group recognised a financial
liability of £177m as the option value. The option value was determined based on the same equity value
used for the 33% equity interest purchase. As a result, because the Haleon option over the shares to be
purchased gave Haleon present access to returns over these shares held by DRTG, the non-controlling
interest presented in equity for the 12% was derecognised.
On 27 June 2025, Haleon completed the purchase of the remaining 12% equity interest in TSKF from the
partner, DRTG for a total consideration of RMB 1,623 million (£0.2 billion). Prior to this transaction, the
Group already had control over TSKF and therefore it was consolidated but post this transaction, TSKF is
a wholly owned subsidiary of the Group.
Disposals
During the year ended 31 December 2025, there were no new disposals by the Group, however, the Group
recognised a further £12m gain in relation to the sale of the Nicotine Replacement Therapy (NRT) business
which took place in 2024.
On 30 September 2024, the Group completed the sale of the NRT business outside the US to Dr Reddy’s
Laboratories SA for a total consideration of £485m (with additional proceeds from the transfer of
inventory). This comprises an upfront payment of £458m and a deferred, performance-based consideration
with an estimated fair value of £27m as of 30 September 2024. The Group recognised a £121m gain on
disposal in 2024, net of deal costs. In addition, the Group previously incurred £10m of deal costs in 2023.
On 31 May 2024, the Group completed the disposal of the rights in the ChapStick brand to Suave Brands
Company, a portfolio company of Yellow Wood Partners, for a cash consideration of £324m ($410m), as
well as a passive minority interest valued at £80m in the Suave Brands Company. No pre-tax loss or gain
was recognised on the disposal.
28. Post balance sheet events
On 8 January 2026, the Group announced that it is evolving its operating model in support of its Win as
One strategy to drive its growth, productivity and culture agenda. These changes are expected to be
implemented by mid-2026. As a result of our new operating model, we will update our segmental
disclosures. It is impractical to provide a reliable quantitative estimate of the impact to the disclosures
at this stage; an update will be provided in our half year reporting.
The implementation of the operating model is expected to result in annualised gross cost savings of
c.£175m-200m over the next two years, with a third of the savings delivered in 2026 and the remainder in
2027. We expect to incur one-time costs similar to the annualised gross savings with a higher proportion of
costs weighted towards 2026.
On 25 February 2026, the Board proposed a final dividend of 4.9p per ordinary share for a total amount of
approximately £439m. Subject to shareholder approval at the Company’s AGM, this dividend will be paid
on 14 May 2026 to holders of ordinary shares and ADSs on the register as of 10 April 2026. The dividend
will be paid out of retained profits.
29. Subsidiaries
Accounting policy
A subsidiary is an entity directly or indirectly controlled by the Company. Control is achieved where the
Company has existing rights that give it the current ability to direct the activities that affect the Company’s
returns and exposure or rights to variable returns from the entity.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income
statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies in line with those used by the Group. All intra-group transactions, balances, income
and expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated
subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of
the amount of those interests at the date of the original acquisition and the non-controlling shareholder’s
share of changes in equity since the date of the acquisition. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
No subsidiaries are excluded from the Group consolidation.
Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
164
List of subsidiaries
A full list of the Company’s subsidiaries (as defined in the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008) as at 31 December 2025 is detailed below:

| Effective % |  |
Company name | ownership Security | Registered address
Wholly owned subsidiaries |  |  |
Altogether Services, Inc. | 100% | Common | c/o United Corporate Services Inc., 10
|  |  | Bank Street, Suite 560, White Plains NY
|  |  | 10606, United States
Consumer Healthcare Holdings | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited 2 |  |  | Weybridge, Surrey, KT13 0NY, England
Consumer Healthcare Intermediate | 100% | Ordinary | Building 5, First Floor, The Heights,
Holdings Limited 2 |  |  | Weybridge, Surrey, KT13 0NY, England
Duncan Consumer Healthcare | 100% | Common | 23rd Floor, The Finance Centre, 26th
Philippines Inc. |  |  | Street Corner 9th Avenue, Bonifacio
|  |  | Global City, Taguig City, 1634,
|  |  | Philippines
Ferrosan ApS | 100% | A Shares, | Delta Park 37, 2665, Vallensbæk Strand,
|  | B shares | Denmark
GlaxoSmithKline Asia Private | 100% | Equity | Patiala Road, Nabha 147201, Dist
Limited |  |  | Patiala, Punjab, India
GlaxoSmithKline Consumer | 100% | Ordinary | Building 5, First Floor, The Heights,
Healthcare (UK) (No.1) Limited |  |  | Weybridge, Surrey, KT13 0NY, England
GlaxoSmithKline Consumer | 100% | Charter | Floor 16, Metropolitan, 235 Dong Khoi,
Healthcare Vietnam Company |  | Capital | Ben Nghe Ward, District 1, Ho Chi Minh
Limited |  |  | City, Vietnam
GlaxoSmithKline Consumer Private | 100% | Equity | Patiala Road, Nabha 147201, Dist
Limited |  |  | Patiala, Punjab, India
GlaxoSmithKline Paraguay S.A. | 100% | Ordinary | Oficial Gilberto Aranda 333, Planta Alta
|  |  | casi Salvador del Mundo, Asuncion,
|  |  | Paraguay
GSK Consumer Healthcare Trinidad | 100% | Ordinary | Trinidad & Tobago Limited Head Office,
and Tobago Limited |  |  | 18 Chotoo Road Extension, Aranguez,
|  |  | San Juan, Trinidad and Tobago
Haleon Alcala, S.A. | 100% | Ordinary | Ctra de Ajalvir Km 2.500, Alcala de
|  |  | Henares, 28806, Madrid, Spain
Haleon Arabia Limited | 100% | Ordinary | 603 Salamah Tower, 6th Floor, Madinah
|  |  | Road, Al-Salamah District, Jeddah
|  |  | 21425, Saudi Arabia
Haleon Argentina S.A. | 100% | Ordinary | Tucuman 1, 4th Floor, City of Buenos
|  |  | Aires, C1049AAA, Argentina
Haleon Australia Pty Ltd. | 100% | Ordinary | Level 48, 8 Parramatta Square, 10 Darcy
|  |  | Street, Parramatta, Sydney NSW 2150,
|  |  | Australia

| Effective % |  |
Company name | ownership Security | Registered address
Haleon Austria GmbH | 100% | Ordinary | Schottenring 25, Wien, 1010
Haleon Bangladesh Limited | 100% | Ordinary | K-248/1 Dewalibari, Konabari, Gazipur-
|  |  | 1700, Bangladesh
Haleon Belgium N.V. | 100% | Ordinary | Da Vincilaan 5, 1930 Zaventem, Belgium
Haleon Brasil Distribuidora Ltda. | 100% | Quotas | Av das Americas, 3500, 4th floor, rooms
|  |  | 407-420, Rio de Janeiro, RJ, 22621-
|  |  | 000, Brazil
Haleon Canada ULC / Haleon | 100% | A Class | 1133 Melville Street, Suite 3500, The
Canada SRI |  | Preference, | Stack, Vancouver BC V6E 4E5, Canada
|  | Common |
Haleon CH Holding SARL | 100% | Ordinary | Route de l’Etraz, 1197 Prangins,
|  |  | Switzerland
Haleon (China) Co., Ltd. | 100% | Registered | Room 506, No.1 Shen’gang Boulevard,
|  | Capital | Lin-gang Special Area of China Pilot
|  |  | Free Trade Zone, Shanghai, 200000,
|  |  | China
Haleon CH Israel Ltd. | 100% | Ordinary | 25 Basel Street, Petech Tikva 49510,
|  |  | Israel
Haleon CH SARL 2 | 100% | Ordinary | Route de L’Etraz, 1197 Prangins,
|  |  | Switzerland
Haleon Chile SpA | 100% | Interests | Av. Andrés Bello N°2687, 25th floor, Las
|  | Share | Condes, Chile
Haleon Colombia S.A.S. | 100% | Ordinary | Carrera 7 No. 113-43 Piso 4, Colombia
Haleon Consumer Health | 100% | Ordinary | 13th Floor, Unit 13.06, Wave Place
(Thailand) Limited |  |  | Building, 55 Wireless Road, Lumpini
|  |  | Sub-district, Pathumwan District,
|  |  | Bangkok, 10330, Thailand
Haleon Consumer Healthcare | 100% | Ordinary, | Boulevard Adolfo Ruiz Cortines No.
Mexico, Sociedad de |  | Ordinary | 3720, Torre 3 Piso 11, Colonia Jardines
Responsabilidad Limitada de |  | Variable | del Pedregal, Alcaldía Alvaro Obregón,
Capital Variable |  |  | Ciudad de México, C.P. 01900, Mexico
Haleon Costa Rica S.A. | 100% | Ordinary | Oficentro Terracampus, Edificio, Uno,
|  |  | Quinto Piso, Autopista Florencio del
|  |  | Castillo, kilometro siete, Cartago, La
|  |  | Unión San Diego, Costa Rica, 30302
Haleon Czech Republic s.r.o. | 100% | Ordinary | Hvezdova 1734/2c, Prague, 4 140 00,
|  |  | Czech Republic
Haleon Denmark Aps | 100% | Ordinary | Delta Park 37, 2665, Vallensbæk Strand,
|  |  | Denmark
Haleon EG General Trading LLC | 100% | Quotas | North 90th street, Boomerang Building,
|  |  | 5th District, Cairo, Egypt

Strategic
Corporate
Consolidated
Parent Company
Other
Report
Governance
Financial Statements
Financial Statements
Information
Haleon
Annual Report and Form 20-F 2025
165

| Effective % |  |
Company name | ownership Security | Registered address
Haleon EG Limited | 100% | Ordinary | North 90th street, Boomerang Building,
|  |  | 5th District, Cairo, Egypt
Haleon Finland Oy | 100% | Ordinary | Energiakuja 3, Helsinki, 00180, Finland
Haleon France | 100% | Ordinary | 23 rue François Jacob, 92500, Rueil-
|  |  | Malmaison, France
Haleon Germany GmbH | 100% | Ordinary | Barthstr. 4, 80339, München, Germany
Haleon Hellas Single Member | 100% | Ordinary | 11 Kifisias Avenue, Athens, Attica, 151
Societe Anonyme |  |  | 23, Greece
Haleon Holdings (No.2) LLC 2 | 100% | LLC | Corporation Service Company, 251 Little
|  | Interests | Falls Drive, Wilmington DE 19808,
|  |  | United States
Haleon Hong Kong Limited | 100% | Ordinary | Unit 2810-2812, 28/F, Airside, 2
|  |  | Concorde Road, Kai Tak Hong Kong,
|  |  | China
Haleon Hungary Korlátolt | 100% | Membership | H-1124, Csorsz utca 43, Budapest,
Felelosségu Társaság |  | Interests | Hungary
Haleon Insurance Limited | 100% | Ordinary | Dorey Court, Admiral Park, St Peter Port,
|  |  | GY1 4AT, Guernsey
Haleon Intermediate Holdings | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited 1,2 |  |  | Weybridge, Surrey, KT13 0NY, United
|  |  | Kingdom
Haleon Ireland Dungarvan Limited | 100% | Ordinary | Knockbrack, Dungarvan, Co Waterford,
|  |  | X35 RY76, Ireland
Haleon Ireland Limited | 100% | Ordinary | Clocherane, Youghal Road, Dungarvan,
|  |  | Waterford, Ireland, X35 Y983
Haleon Italy Manufacturing S.r.l. | 100% | Quotas | 90, Via Nettunese, 04011, Aprilia (Prov.
|  |  | di Latina), Italy
Haleon Italy S.r.l. | 100% | Ordinary | Via Monte Rosa 91, Milano, Italy, 20149
Haleon Japan K.K. | 100% | Ordinary | 1-8-1 Akasaka Minato-ku, Tokyo, Japan
Haleon Kazakhstan Limited | 100% | Charter | 32 A Manasa Str., Bostandyk District,
Liability Partnership |  | Capital | Almaty, 050008, Kazakhstan
Haleon Kenya Limited | 100% | Ordinary | Likoni Road, PO Box 78392, Nairobi,
|  |  | Kenya
Haleon Korea Co., Ltd. | 100% | Ordinary | 9F LS Yongsan Tower, 92 Hangang-
|  |  | daero, Yongsan-gu, Seoul, 04386,
|  |  | Republic of Korea
Haleon Lanka (Private) Limited | 100% | Ordinary | World Trade Center, Level 34, West
|  |  | Tower, Echelon Square, Colombo 1, Sri
|  |  | Lanka
Haleon Lanka Enterprises Limited | 100% | Ordinary, | 121 Galle Road, Kaldemulla, Moratuwa,
|  | Ordinary B | Sri Lanka

| Effective % |  |
Company name | ownership Security | Registered address
Haleon Levice, s.r.o. | 100% | Ordinary | Priemyselny Park Gena, Ul. E. Sachsa 4-
|  |  | 6, 934 01, Levice, Slovakia
Haleon Malaysia Sdn. Bhd. | 100% | Ordinary | Lot 89, Jalan Enggang, Ampang/Hulu
|  |  | Kelang Industrial Estate, Selangor Darul
|  |  | Ehsan, 68000 Ampang, Malaysia
Haleon Netherlands B.V. | 100% | Ordinary | Van Asch van Wijckstraat 55G, 3811 LP,
|  |  | Amersfoort, Netherlands
Haleon Netherlands Capital B.V. | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, United
|  |  | Kingdom
Haleon New Zealand ULC | 100% | Ordinary | Level 1, 1.04, 12 Madden Street,
|  |  | Auckland, 1010,
|  |  | New Zealand
Haleon Norway AS | 100% | Ordinary | Lysaker Torg 5, 3rd floor, Lysaker, 1366,
|  |  | Norway
Haleon Panama S.A. | 100% | Ordinary | Urbanizacion Industrial Juan D, Calles A
|  |  | Y B, Republic of Panama, Panama
Haleon Panama Sociedad de | 100% | Participation | Urbanizacion Industrial Juan D, Calles A
Responsabilidad Limitada |  | Interests | Y B, Republic of Panama, Panama
Haleon Peru S.R.L | 100% | Ordinary | Av Jorge Basadre 349, piso 5, San
|  |  | Isidro, Lima, 05W-109, Peru
Haleon Philippines, Inc. | 100% | Common | 23rd Floor, The Finance Centre, 26th
|  |  | Street Corner 9th Avenue, Bonifacio
|  |  | Global City, Taguig City, 1634,
|  |  | Philippines
Haleon Poland sp. z.o.o. | 100% | Ordinary | Rzymowskiego 53, 02-697, Warszawa,
|  |  | Poland
Haleon Portugal, Lda. | 100% | Ordinary | Empreendimento Alfrapark, Estrada de
|  | Quota | Alfragide, ng 67, Ediffcio C, Pisa 2,
|  |  | Amadora, Portugal, 2610-008
Haleon Romania SRL | 100% | Ordi nary | 1-5 Costache Negri Street, Opera
|  |  | Center One, 6th floor (Zone 2), District
|  |  | 5, Bucharest, Romania
Haleon (Shanghai) Health | 100% | Registered | Unit 03, 25th floor, No. 90 Qirong Road,
Management Consulting Co., Ltd. |  | Capital | Pilot Free Trade Zone, Shanghai, China
Haleon (Suzhou) Pharmaceutical | 100% | Registered | 4 Baodai West Road, Suzhou, Jiangsu
Co., Ltd. |  | Capital | Province, 215128, China
Haleon (Suzhou) Technology Co., | 100% | Registered | Second floor of the Administrative
Ltd. |  | Capital | Building, No. 669, Gangpu, Guoxiang
|  |  | Street, Wuzhong Economic
|  |  | Development Zone, Suzhou, China

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
166

| Effective % |  |
Company name | ownership Security | Registered address
Haleon Schweiz AG | 100% | Ordinary | Suurstoffi 14, 6343, Rotkreuz,
|  |  | Switzerland
Haleon Singapore Pte. Ltd. | 100% | Ordinary | 23, Rochester Park #03-02, Singapore,
|  |  | 139234, Singapore
Haleon Slovakia s. r. o. | 100% | Ownership | Galvaniho 7/A, Bratislava, 821 04,
|  | Interests | Slovakia
Haleon South Africa (Pty) Ltd. | 100% | Ordinary | 17 Muswell Road South, Block D -
|  |  | Wedgefield Phase 2, Bryanston,
|  |  | Gauteng, 2191, South Africa
Haleon South Africa No 2 (Pty) Ltd. | 100% | Common | Flushing Meadows Building, The
|  |  | Campus, 57 Sloane Street, Bryanston
|  |  | 2021, South Africa
Haleon Spain, S.A. | 100% | Ordinary | Paseo de la Castellana, 259D, planta 32,
|  |  | Madrid, Spain, 28046
Haleon Sweden AB | 100% | Ordinary | Gävlegatan 16, 113 30, Stockholm,
|  |  | Sweden
Haleon (Taizhou) Technology Co., | 100% | Registered | Room 718 in Building D, Phase II of
Ltd. |  | Capital | New Drug Innovation Base, Taizhou,
|  |  | Jiangsu Province, 225300, China
Haleon Tuketici Sagligi Anonim | 100% | Nominative | Esentepe Mah. Bahar Sk. Özdilek River
Sirketi |  |  | Plaza, Vyndham Grand No: 13 İç Kapı
|  |  | No: 80 Şişli, Istanbul, Turkey
Haleon UK Capital plc | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Corporate Director | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited |  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Corporate Secretary | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited |  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Enterprises Limited 2 | 100% | Voting | Building 5, First Floor, The Heights,
|  | shares | Weybridge, Surrey, KT13 0NY, England
Haleon UK Export Limited | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, United
|  |  | Kingdom
Haleon UK Finance (USD) Limited | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Finance Limited | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Holding Canada Limited | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Holding New Zealand | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited |  |  | Weybridge, Surrey, KT13 0NY, England

| Effective % |  |
Company name | ownership Security | Registered address
Haleon UK Holding Sri Lanka | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited |  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Holdings (No.1) | 100% | Non-voting | Building 5, First Floor, The Heights,
Limited 2 |  | Preference | Weybridge, Surrey, KT13 0NY, England
|  | Shares, |
|  | Ordinary |
Haleon UK Holdings (No.2) | 100% | A Shares, B | Building 5, First Floor, The Heights,
Limited 2 |  | Shares, | Weybridge, Surrey, KT13 0NY, England
|  | Preference |
|  | Shares, |
|  | Deferred |
|  | Shares |
Haleon UK Holdings (No.3) Limited | 100% | Non-voting | Building 5, First Floor, The Heights,
|  | Preference | Weybridge, Surrey, KT13 0NY, England
|  | Shares, |
|  | Ordinary |
Haleon UK Holdings (No.7) | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited 2 |  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Holdings Limited 2 | 100% | A Shares, B | Building 5, First Floor, The Heights,
|  | Shares, C | Weybridge, Surrey, KT13 0NY, England
|  | Shares |
Haleon UK IP (No.2) Limited 2 | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, United
|  |  | Kingdom
Haleon UK IP Limited 2 | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Research Limited | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Services Limited 2 | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Trading Limited 2 | 100% | Ordinary | Building 5, First Floor, The Heights,
|  |  | Weybridge, Surrey, KT13 0NY, England
Haleon UK Trading Services | 100% | Ordinary | Building 5, First Floor, The Heights,
Limited 2 |  |  | Weybridge, Surrey, KT13 0NY, United
|  |  | Kingdom
Haleon US Capital LLC 2 | 100% | LLC | Corporation Service Company, 251 Little
|  | Interests | Falls Drive, Wilmington DE 19808,
|  |  | United States
Haleon US Holdings Inc. | 100% | Preferred, | Corporation Service Company, 251 Little
|  | Common | Falls Drive, Wilmington DE 19808,
|  |  | United States

Strategic
Corporate
Consolidated
Parent Company
Other
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Governance
Financial Statements
Financial Statements
Information
Haleon
Annual Report and Form 20-F 2025
167

| Effective % |  |
Company name | ownership Security | Registered address
Haleon US Holdings LLC 2 | 100% | LLC | Corporation Service Company, 251 Little
|  | Interests | Falls Drive, Wilmington DE 19808,
|  |  | United States
Haleon US Inc. | 100% | Common | Corporation Service Company, 251 Little
|  |  | Falls Drive, Wilmington DE 19808,
|  |  | United States
Haleon US IP LLC | 100% | LLC | Corporation Service Company, 251 Little
|  | Interests | Falls Drive, Wilmington DE 19808,
|  |  | United States
Haleon US LLC | 100% | LLC | Corporation Service Company, 2595
|  | Interests | Interstate Drive Suite 103, Harrisburg
|  |  | PA 17110, United States
Haleon US Services Inc. | 100% | Common | Corporation Service Company, 251 Little
|  |  | Falls Drive, Wilmington DE 19808,
|  |  | United States
Iodosan S.p.A. | 100% | Ordinary | Via Monte Rosa 91, Milano, Italy, 20149
JSC Haleon Rus | 100% | Ordinary | Premises III, Room 9, floor 6,
|  |  | Presnenskaya nab. 10, 123112, Moscow,
|  |  | Russian Federation
Limited Liability Company “Haleon | 100% | Ownership | Pavla Tychyny avenue, 1-V, Kiev, 02152,
Ukraine” |  | Interests | Ukraine
N.C.H. - Nutrition Consumer Health Ltd | 100% | Ordinary | 14 Hamephalsim St, Petach Tikva, Israel
Panadol GmbH | 100% | Ordinary | Barthstr. 4, 80339, München, Germany
PF Consumer Healthcare B.V. | 100% | Class A, | Van Asch van Wijckstraat 55G, 3811 LP
|  | Class B | Amersfoort, Netherlands
PF Consumer Healthcare Brazil | 100% | Quota | Barueri, at Avenida Ceci, No.1900, Block
Importadora e Distribuidora de |  |  | III, Part 67, Tambore District, Sao Paulo,
Medicamentos Ltda |  |  | 06460, Brazil
PF Consumer Healthcare Canada | 100% | Common | 1133 Melville Street, Suite, 3500, The
ULC / PF Soins De Sante SRI |  |  | Stack, Vancouver BC V6E 4E5, Canada
PF Consumer Healthcare Holding | 100% | Ordinary | Van Asch van Wijckstraat 55G, 3811 LP
B.V. |  |  | Amersfoort, Netherlands
PF Consumer Taiwan LLC | 100% | Interests | The Corporation Trust Company,
|  |  | Corporation Trust Center, 1209 Orange
|  |  | Street, Wilmington DE 19801, United
|  |  | States
Pfizer PFE Colombia S.A.S | 100% | Common | Carrera 7 No. 113 - 43 Piso 4, Colombia
PT Haleon Indonesia Trading | 100% | Ordinary | Pondok Indah Office Tower 5 Level 12,
|  |  | Suite 1201, Jalan Sultan Iskandar Muda
|  |  | Kav. V-TA, Pondok Pinang, Jakarta
|  |  | Selatan 12310, Indonesia

| Effective % |  |
Company name | ownership Security | Registered address
PT Sterling Products Indonesia | 100% | A Shares, B | Pondok Indah Office Tower 5 Level 12,
|  | Shares | Suite 1201, Jalan Sultan Iskandar Muda
|  |  | Kav. V-TA, Pondok Pinang, Jakarta
|  |  | Selatan 12310, Indonesia
PT. Bina Dentalindo 3 | 100% | Ordinary | Gedung Graha Ganesha Lantai 3, Jl
|  |  | Raya Bekasi Km 17, No5, Jakarta Timur
|  |  | 13930, Indonesia
Stafford-Miller (Ireland) Limited 2 | 100% | Ordinary | Clocherane, Youghal Road, Dungarvan,
|  |  | Waterford, Ireland, X35 Y983
Sterling Drug (Malaya) Sdn Berhad | 100% | Ordinary | Lot 89, Jalan Enggang, Ampang / Hulu
|  |  | Kelang Industrial Estate, Selangor Darul
|  |  | Ehsan, 68000 Ampang, Malaysia
Sterling Products International, | 100% | Common | Corporation Service Company, 251 Little
Incorporated |  |  | Falls Drive, Wilmington DE 19808,
|  |  | United States
Treerly Health Co., Ltd. | 100% | Registered | Unit 01A, Room 3901, No 16. East
|  | Capital | Zhujiang Road, Tianhe District,
|  |  | Guangzhou City, China
Tianjin TSKF Pharmaceutical Co., | 100% | Ordinary | Cheng Lin Zhuang Industrial Zone,
Ltd 2 |  |  | Dong Li District, Tianjin, 300163, China

Notes to the Consolidated Financial Statements
continued
Haleon
Annual Report and Form 20-F 2025
168
Subsidiaries where the effective interest is less than 100%

| Effective % |  |
Company name | ownership | Security | Registered address
Haleon-Gebro Consumer Healthcare | 50.0% | Ordinary | Bahnhofbichl 13, 6391 Fieberbrunn,
GmbH |  |  | Kitzbühel, Austria
Haleon Pakistan Limited | 85.8% | Ordinary | 11-A, 11th Floor, Sky Tower (East Wing),
|  |  | Dolmen City, HC-3, Block 4, Scheme-5,
|  |  | Clifton, Karachi, Sindh 75600, Pakistan
Haleon US Enterprises Inc. | 88.0% | Common | Corporation Service Company, 251 Little
|  |  | Falls Drive, Wilmington DE 19808, United
|  |  | States
Haleon US LP | 88.0% | Partnership | Corporation Service Company, 251 Little
|  | Interests | Falls Drive, Wilmington DE 19808, United
|  |  | States
Haleon Taiwan Consumer Health | 55.0% | Ordinary | 24F, No. 66, Sec 1, Zhong Xiao W. Rd,
Corporation |  |  | Taipei 100, Taiwan

1.
Directly held by Haleon plc.
2.
Principal subsidiary of the Group as at 31 December 2025.
3.
The company is in liquidation.
The following UK subsidiaries will take advantage of the audit exemption set out within Section 479A
of the Companies Act 2006, supported by guarantees issued by Haleon plc (under section 479C of the
Companies Act 2006) over their liabilities for the year ended 31 December 2025. Unless otherwise stated,
the undertakings listed below are owned, either directly or indirectly, by the Company.

Name | Company number
Consumer Healthcare Holdings Limited | 11986432
Consumer Healthcare Intermediate Holdings Limited | 11986416
GlaxoSmithKline Consumer Healthcare (UK) (No.1) Limited | 00753340
Haleon UK Holding Canada Limited | 12342809
Haleon UK Holding New Zealand Limited | 12342879
Haleon UK Holding Sri Lanka Limited | 09400298
Haleon UK Holdings (No.1) Limited | 13355627
Haleon UK Holdings (No.3) Limited | 13401293
Haleon UK Holdings (No.7) Limited | 13414769

The following UK subsidiaries, having not traded during the year, will take advantage of the audit
exemption set out within Section 480 of the Companies Act 2006 for the year ended 31 December 2025.
Unless otherwise stated, the undertakings listed below are owned, either directly or indirectly, by
the Company.

Name | Company number
Haleon UK Corporate Director Limited | 13401336
Haleon UK Corporate Secretary Limited | 13434151

Haleon plc – Parent Company balance sheet
as at 31 December

|  | 2025 | 2024
| Notes | £m | £m
Fixed assets |  |  |
Investments | 5 | 22,361 | 22,336
Current assets |  |  |
Debtors: amounts falling due within one year | 6 | 1,559 | 1,504
Cash and cash equivalents |  | 1 | –
Total current assets |  | 1,560 | 1,504
Creditors: amounts falling due within one year | 7 | (1) | (2)
Net current assets |  | 1,559 | 1,502
Total assets less current liabilities |  | 23,920 | 23,838
Creditors: amounts falling due after one year | 8 | (25) | (25)
Net assets |  | 23,895 | 23,813
Capital and reserves |  |  |
Share capital | 9 | 90 | 91
Other reserves | 10 | 29 | 46
Retained earnings 1 | 11 | 23,776 | 23,676
Shareholders' equity |  | 23,895 | 23,813

1
. The profit for the year was £1,261m (2024: £2,374m).
The notes on pages 171 to 174 form part of these Parent Company Financial Statements.
The Parent Company Financial Statements on pages 169 to 174 were approved by the Board of Directors and signed on its behalf by:
Dawn Allen
Chief Financial Officer
13 March 2026
169
Haleon
Annual Report and Form 20-F 2025
Consolidated
Financial Statements
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Haleon plc – Parent Company statement of changes in equity
for the year ended

|  | Share | Other |  |
|  | capital | reserves | Retained earnings | Total
| Notes | £m | £m | £m | £m
At 1 January 2025 |  | 91 | 46 | 23,676 | 23,813
Profit after tax | 11 | – | – | 1,261 | 1,261
Dividends to equity shareholders |  | – | – | (612) | (612)
Share-based incentive plans |  | – | 86 | – | 86
Shares transferred to employees and employees of subsidiaries |  | – | 108 | (107) | 1
Charge from parent for employee vested shares |  | – | (61) | 61 | –
Purchase of treasury shares |  | – | (151) | – | (151)
Repurchase of ordinary shares and capital reduction |  | (1) | 1 | (503) | (503)
At 31 December 2025 |  | 90 | 29 | 23,776 | 23,895

|  | Share | Other |  |
|  | capital | reserves | Retained earnings | Total
| Notes | £m | £m | £m | £ m
At 1 January 2024 |  | 92 | 72 | 22,383 | 22,547
Profit after tax | 11 | – | – | 2,374 | 2,374
Dividends to equity shareholders |  | – | – | (570) | (570)
Share-based incentive plans |  | – | 102 | – | 102
Shares transferred to employees and employees of subsidiaries |  | – | 6 | (23) | (17)
Purchase of shares by employee benefit trust |  | – | (5) | – | (5)
Charge from parent for employee vested shares |  | – | (15) | 15 | –
Purchase of treasury shares |  | – | (116) | – | (116)
Repurchase of ordinary shares and capital reduction |  | (1) | 2 | (503) | (502)
At 31 December 2024 |  | 91 | 46 | 23,676 | 23,813

The notes on pages 171 to 174 form part of these Parent Company Financial Statements.
170
Haleon
Annual Report and Form 20-F 2025
1. Presentation of the Financial Statements
Description of business
Haleon plc and its subsidiary undertakings (collectively, the Group) is a group of companies focused on
developing and marketing a range of Oral Health, Vitamins, Minerals and Supplements (VMS), Pain Relief,
Respiratory Health, Digestive Health, and Therapeutic Skin Health & Other products in more than 100
countries.
The principal activity of the Company is to act as the parent holding company of the Group.
The Company is a public company limited by shares and is incorporated and domiciled in England with
registered number 13691224. The address of the Company’s registered office is Building 5, First Floor,
The Heights, Weybridge, Surrey, England, KT13 0NY.
Basis of preparation
The Parent Company Financial Statements, which are prepared using the historical cost convention and on
a going concern basis, are prepared in accordance with Financial Reporting Standard 102 ‘The Financial
Reporting Standard applicable in the UK and Republic of Ireland’ and the Companies Act 2006.
The Parent Company Financial Statements are presented in Pound Sterling (GBP, £), the functional currency
of the Company, and all values are denominated in millions of GBP (£m or £ million) unless stated
otherwise.
As permitted by Section 408 of the Companies Act 2006, the income statement of the Company is not
presented in this Annual Report.
In these Parent Company Financial Statements, the Company is considered to be a qualifying entity
(for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the
following disclosures:
–
The requirements of Section 7 Statement of Cash Flows.
–
The requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
–
The requirements of Section 33 Related Party Disclosures.
–
The requirements of Section 11 Financial Instruments.
–
The requirements of Section 12 Other Financial Instruments.
–
The requirements of Section 28 to disclose information about Key Management Personnel
compensation.
–
The requirements of Section 26 Share Based Payments.
–
The requirements to Section 29 to disclose effect of International tax reform – Pillar Two model rules.
Where required, equivalent disclosures are given in the Consolidated Financial Statements of the Group.
Going concern basis
The Company operates as the investment holding company for the Group, holding investments in
subsidiaries financed by Group companies and occasionally acting as financial guarantor of certain
subsidiaries of the Group. As the Company is an intrinsic part of the Group’s structure and considering the
likelihood of the guarantees being called upon, the Directors have a reasonable expectation that Group
companies will continue to support the Company through trading and cash generated from trading for the
foreseeable future.
Accounting principles and policies
The preparation of the balance sheet in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual amounts could
differ from those estimates.
The balance sheet has been prepared in accordance with the Company’s accounting policies approved
by the Board and described in Note 2.
Key accounting judgements and estimates
There are no key judgements or significant estimates.
2. Accounting policies
The accounting policies below have been applied throughout the Parent Company Financial Statements
and apply to the Parent Company Financial Statements as a whole.
Foreign currency transactions
Foreign currency transactions are recorded at the exchange rate ruling on the date of transaction. Foreign
currency assets and liabilities are translated at rates of exchange ruling at the balance sheet date.
Operating income and expenditure
Income and expenditure are recognised in respect of services provided or received when supplied in
accordance with contractual terms. An accrual is made when an obligation exists for a future liability in
respect of a past event and where the amount of the obligation can be reliably estimated.
Interest receivable and interest payable
Interest receivable and similar income includes interest receivable on intercompany loans. Interest payable
and similar charges includes interest payable on intercompany loans. Interest receivable and interest
payable are recognised in profit or loss as they accrue, using the effective interest rate method.
Dividends
Dividends received are included in the profit and loss account in the year in which the right to receive the
payment is established. Final dividends are recorded in the reserves upon shareholder approval. Interim
dividends are deducted from reserves when they are paid. Dividends in the statement of changes in equity
are recognised at their fair value at the date of receipt.
Notes to the Parent Company Financial statements
171
Haleon
Annual Report and Form 20-F 2025
Consolidated
Financial Statements
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
Taxation
Current tax is provided at the amounts expected to be paid or refunded applying tax rates that have been
enacted or substantively enacted by the balance sheet date. This takes into account taxation deferred due
to timing differences between the treatment of certain items for taxation and accounting purposes.
Deferred tax is provided in full, using the liability method, in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions or events that result in an
obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance
sheet date. Deferred tax assets are only recognised to the extent that they are considered recoverable
against future taxable profits and from which the future reversal of underlying timing differences can
be deducted.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the
timing differences are expected to reverse. Deferred tax liabilities and assets are not discounted.
The Company has applied the exception under the FRS 102 amendment for recognising and disclosing
information about deferred tax assets and liabilities related to Pillar Two income taxes.
Investments in subsidiaries
Investments in subsidiaries are held at cost less accumulated impairment losses.
The carrying values of investments are reviewed for impairment at least once a year or more frequently
when there is an indication that the investment might be impaired. The primary method used to assess
if the investment is impaired is to evaluate against the Group’s valuation on the basis of overall market
capitalisation. Another assessment method used is to compare the carrying value of each investment
against its share of the net assets value of the investment or against its share of the valuation of the
subsidiary based on expected discounted cash flows. Any impairment charge is recognised in the income
statement in the year concerned.
Share-based payments
Incentives in the form of equity-settled share-based payments are provided to certain employees which
are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of
grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the Company’s estimate of the shares that will
eventually vest, adjusted for the effect of non-market based vesting conditions.
Incentives in the form of shares provided by the Company to employees of its subsidiaries represents
additional capital contributions. An addition to the Company’s investment in subsidiary undertakings is
reported with a corresponding increase in shareholders’ equity. Refer to Note 26 to the Consolidated
Financial Statements for details of the charge.
The Company sponsors employee benefit trusts (EBTs) to acquire and hold shares in Haleon plc to satisfy
awards made under employee share plans. Shares in the Company acquired by the trusts are deducted
from equity until shares are vested, cancelled, reissued or disposed.
Financial assets and liabilities
Financial assets and liabilities are recognised on the Company’s balance sheet when the Company
becomes a party to the contractual provisions of the instrument and derecognised when it ceases to be
party to such provisions. Financial liabilities are classified as current if they are legally due to be paid within
12 months of the balance sheet date.
Financial assets and liabilities are initially measured at fair value and are subsequently reported at
amortised cost.
Receivables are recognised initially at fair value, and subsequently at amortised cost using the effective
interest rate method, less any expected credit losses.
Amounts owed to Group undertakings and other payables are recognised initially at the transaction price
and subsequently measured at amortised cost using the effective interest method. Non-interest bearing
payables are stated at their nominal value as they are due on demand.
Non-current liabilities are classified as financial liabilities in accordance with IFRS 9. They are recognised
initially at the transaction price and subsequently measured at amortised cost using the effective
interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and
highly liquid investments with maturities of three months or less. They are readily convertible into known
amounts of cash and have an insignificant risk of changes in value.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or
other resources received or receivable, net of the direct costs of issuing the equity instruments.
Repurchase and cancellation of ordinary shares
When the Company repurchases its ordinary shares as part of a share buyback programme, the amount of
the consideration paid, including directly attributable costs, is deducted from equity. Repurchased shares
are either cancelled immediately or held in Treasury in order to satisfy employee incentives. In order to
maintain capital, an equivalent amount to the nominal value of the shares cancelled is transferred to the
capital redemption reserve.
3. Auditor's remuneration
Fees payable to the Company’s auditor for the audit of the Company and Consolidated Financial
Statements are disclosed in Note 6 to the Consolidated Financial Statements.
Notes to the Parent Company Financial statements
continued
172
Haleon
Annual Report and Form 20-F 2025
4. Employees
The Company has employees to provide management services to subsidiary undertakings. Below is the
summary of the employee costs:
Employee costs
2025
£m
2024
£m
Wages and salaries
1.4
2.3
Social security costs
0.2
0.3
Severance
0.2
–
Pension and other post-employment costs
0.4
0.6
Share-based payments
0.8
0.7
Total
3.0
3.9
The average monthly number of persons employed by the Company during the year
2025
2024
Finance
3
4
Total
3
4
5. Investments
Subsidiary
undertakings
£m
Cost
At 1 January 2024
22,266
Share-based payments to employees of subsidiaries
101
Recharged to subsidiaries during the year
(15)
Shares transferred to employees of subsidiaries
(16)
At 31 December 2024
22,336
Share-based payments to employees of subsidiaries
86
Recharged to subsidiaries during the year
(61)
At 31 December 2025
22,361
Impairment
At 1 January 2024
–
At 31 December 2024
–
Impairment
–
At 31 December 2025
–
–
Net book value
At 1 January 2024
22,266
At 31 December 2024
22,336
At 31 December 2025
22,361
Details of the subsidiary undertakings of the Company as at 31 December 2025 are given in Note 29 to the
Consolidated Financial Statements.
6. Debtors: amounts falling due within one year
2025
£m
2024
£m
Amounts owed by Group undertakings
1,551
1,483
Other prepayments and accrued income
5
7
Corporation tax
2
14
Other receivables
1
–
Total
1,559
1,504
Amounts owed by Group undertakings are unsecured, interest free and repayable on demand except for a
call account balance of £1,549m (2024: £1,481m) which is unsecured and repayable on demand with
interest received at SONIA rate less 0.05%.
7. Creditors: amounts falling due within one year
2025
£m
2024
£m
Amounts owed to Group undertakings
–
(1)
Other payables and accruals
(1)
(1)
Total
(1)
(2)
Amounts owed to Group undertakings are unsecured, interest free and repayable on demand.
8. Creditors: amounts falling due after more than one year
2025
£m
2024
£m
Other payables
(25)
(25)
Other payables relate to the 25,000,000 issued Non-Voting Preference Shares with a coupon rate of 9.5%
per annum. The non-voting preference shares are entitled to receive a quarterly dividend and can only be
redeemed after five consecutive calendar years commencing on the date of issue, 17 July 2022, and hence
the Company has an unavoidable obligation to deliver cash. The Company has, therefore, classified the
non-voting preference shares as a financial liability.
9. Share capital
2025 Number
of shares
2025
£m
2024 Number
of shares
2024
£m
Issued and fully paid
Ordinary shares of £0.01 each
8,952,353,648
90
9,083,725,919
91
Total ordinary shares of £0.01 each
8,952,353,648
90 9,083,725,919
91
Movements in share capital are set out in Note 23 to the Consolidated Financial Statements.
173
Haleon
Annual Report and Form 20-F 2025
Consolidated
Financial Statements
Other
Information
Parent Company
Financial Statements
Corporate
Governance
Strategic
Report
10. Other reserves
The analysis of other reserves is as follows:
EBT shares
reserve
1
£m
Share-based
payment
reserve
£m
Treasury
shares
reserve
£m
Capital
redemption
reserve
£m
Total
£m
As at 1 January 2024
(19)
91
–
–
72
Share-based incentive plans
–
102
–
–
102
Purchase of shares by employee benefit trust
(5)
–
–
–
(5)
Charge from parent for employee vested shares
–
(15)
–
–
(15)
Shares transferred to employees and employees
of subsidiaries
22
(16)
–
–
6
Purchase of treasury shares
–
–
(116)
–
(116)
Repurchase of ordinary shares and capital
reduction
–
–
–
2
2
As at 31 December 2024
(2)
162
(116)
2
46
Share-based incentive plans
–
86
–
–
86
Transfer of shares to the employee benefit trust
(111)
–
111
–
–
Charge from parent for employee vested shares
–
(61)
–
–
(61)
Shares transferred to employees and
employees of subsidiaries
108
–
–
–
108
Purchase of treasury shares
–
–
(151)
–
(151)
Repurchase of ordinary shares and capital
reduction
–
–
–
1
1
As at 31 December 2025
(5)
18
7
(156)
3
29
1.
Shares owned through an employee benefit trust (EBT). The total number of shares held in connection
with employee share schemes as at 31 December 2025 was 0.7m (2024: 0.5m). Another 0.6m shares
were held through a trust by a Group company as at 31 December 2025 (2024: 0.1m).
11. Retained earnings
The profit of the Company for the year was £1,261m (2024: £2,374m).
The Company has £23,620m (2024: £23,560m) of reserves available for distribution.
12. Other guarantees and contingent liabilities
The total amount of guarantees is £8,505m (2024: £9,466m). This consists of guarantees relating to:
–
The bond issuances by Group companies Haleon US Capital LLC, Haleon UK Capital plc, and Haleon
Netherlands Capital B.V.
–
Loan facility agreement for other Group companies.
–
Renewable Energy Purchase Agreement for other Group companies.
–
International Swaps and Derivatives Association agreements for other Group companies.
–
Surety bonds for other Group companies.
Details are included in Note 19 to the Consolidated Financial Statements.
The Company has also provided a guarantee to certain UK subsidiaries to exempt them from audit under
Section 479A of the Companies Act 2006. The subsidiaries to which a guarantee has been issued for this
purpose are outlined in Note 29 to the Consolidated Financial Statements.
Details regarding certain legal actions which involve the Company are set out in Note 22 to the
Consolidated Financial Statements.
Notes to the Parent Company Financial statements
continued
174
Haleon
Annual Report and Form 20-F 2025
Directors’
Report
This Directors’ Report contains
information to be given in
accordance with the Companies
Act 2006. Relevant information
below, which is contained
elsewhere in this Annual Report,
is incorporated by cross
reference.
Group subsidiaries
As a Group that operates globally, Haleon’s
operations and activities are carried out
by subsidiaries, branches and scientific/
representative offices established under
the laws of many jurisdictions. A full list of
subsidiaries is provided at Note 29 of the
Consolidated Financial Statements from
page 163.
Directors’ powers
The Directors may exercise all the powers
of the Company, subject to the Articles
of Association (Articles), legislation and
regulation. This includes the ability, subject
to shareholder approval at Haleon’s AGM
each year, to exercise the authority to allot
or purchase the Company’s shares. Further
details of the powers of the Directors can be
found in the Articles of Association section
on page 191.
Conflicts of interest
Under the Articles and as permitted by the
Companies Act, the Board may authorise
any matter which would otherwise involve
a Director breaching their duty to avoid
conflicts of interest and may attach to any
such authorisation such conditions and/or
restrictions as the Board deems appropriate
(including in respect of the receipt of
information or restrictions on participation
at Board meetings). The Board has a formal
system for Directors to declare such situations
to be considered for authorisation by those
Directors who have no interest in the matter
being considered. Situations considered
by the Board and authorisations given are
recorded in the Board minutes and in a register
of conflicts maintained by the Company
Secretary and are reviewed annually by the
Board. The Board believes that this system
operates effectively.
Insurance and indemnities
The Company maintained directors’ and
officers’ liability insurance cover during the
period of this Annual Report. Each Director
also benefits from an indemnity provided by
the Company in respect of any proceedings
brought by third parties against them
personally in their capacity as Director.
Code of Conduct
Our Code of Conduct (Code) was updated in
2025 and applies to the Board and Executive
Team, employees and third-party temporary
workers and complies with the NYSE rules
as set out in Section 406 of SOX. Our Code
includes a prohibition on engaging in insider
trading or use of non-public information that
could manipulate the price of Haleon’s shares,
either to our own advantage or for another
person and also applies to any other company
with which we do business. Further details on
our Code are set out in the Strategic Report on
page 39, and the Board’s oversight of the Code
is set out on pages 66 and 72.
Haleon has also adopted an insider trading
policy governing the purchase, sale and/or
other disposition of our securities by our
Directors, officers and covered employees,
which we believe is reasonably designed to
promote compliance with applicable insider
trading laws, rules and regulations and
exchange listing standards.
Shares
As at 31 December 2025, the Company had
8,952,353,648 ordinary shares of £0.01 each
and 25,000,000 non-voting preference shares
of £1.00 each in issue. As at 31 December
2025, the Company had 45,745,646 ordinary
shares held as treasury shares. There are no
special control rights or restrictions on share
transfers or limitations on the holding of any
class of shares. Further information about the
Company’s ordinary shares and non-voting
preference shares can be found under Articles
of Association on page 191.
Authority to purchase shares
At its AGM held in May 2025, Haleon received
shareholder approval to make purchases of
its own ordinary shares on-market up to a
maximum number representing 10% of its
issued share capital. During the year, the
Company purchased a total of 175,806,525
ordinary shares of £0.01 each. The shares
repurchased in 2025 comprised 1.96% of
Haleon’s total issued share capital as at
31 December 2025. Further information on
each purchase is set out below. Resolutions
seeking shareholder authority for the purchase
of the Company’s shares will be put to
shareholders at the AGM to be held on
29 April 2026.
The Company utilised the authority obtained
at its 2025 AGM to undertake an on-market
share buyback programme which was
announced to the market on 28 March 2025.
The first tranche of the buyback programme
commenced on 28 March 2025 for an
aggregate consideration of approximately
£200m and concluded on 26 June 2025
with Haleon re-purchasing c.51m shares.
The purpose of the first tranche of the
buyback programme was to reduce the
Company's share capital.
On 31 July 2025, we announced the
commencement of the second tranche of
the buyback programme for an aggregate
consideration of approximately £280m.
This was made up of approximately £130m
to complete the remainder of the £500m
allocated to share buybacks in 2025, with a
purpose of reducing the Company's share
capital, and a further c.£150m for the
purposes of satisfying Haleon's obligations
under its existing employee share plans
in 2026 and 2027. The second tranche of
the buyback programme concluded on
1 October 2025 with Haleon re-purchasing
c.80.6m shares.
The Company also used the authority
obtained at its 2024 AGM on 21 March 2025
to make an off-market purchase of 44,155,844
shares from Pfizer, at a price per share of £3.85
and a total consideration of approximately
£170m. The purpose of the off-market
purchase was to reduce the Company's share
capital. For further details of the terms of
the off-market buyback contract with Pfizer,
please see Haleon’s Notice of 2024 AGM
available on Haleon’s website.
Dividends and dividend policy
On 25 February 2026, the Board proposed a
final dividend of 4.9p per ordinary share which
will be paid, subject to shareholder approval,
following the Company’s 2026 AGM. The
Company paid an interim dividend of 2.2p per
ordinary share on 18 September 2025 in
respect of its 2025 half-year results.
Haleon has a dividend policy that looks
to balance all its stakeholders’ interests
while ensuring the long-term success of the
Company. Subject to market conditions and
Board approval, Haleon expects to grow
its ordinary dividend at least in line with
adjusted earnings. Future ordinary dividends
are expected to be paid half-yearly with
approximately one third of the dividend
paid as an interim dividend, following the
Company’s half-year results, and the balance
paid as a final dividend, subject to shareholder
approval, following the Company’s AGM.
Dividends are announced in Pound Sterling,
with an equivalent US Dollar amount paid in
respect of the Company’s ADSs.
Other
Information
175
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Directors’ Report
continued
The Trustees of the Haleon employee benefit
trusts, which are independent of the Company,
waived the right to dividends paid during
the year.
Under the Company’s ADS programme, the
right to dividends in relation to the ordinary
shares underlying the ADSs was waived during
the year, under an arrangement whereby the
Company pays the monies to satisfy any
dividends separately to the Depositary for
distribution to ADS holders entitled to the
dividend. This arrangement is expected to
continue for future dividends.
See Note 19 to the Consolidated Financial
Statements on page 145 for information
on dividends paid on non-voting preference
shares and Note 10 on page 136 for
information on dividends paid on
ordinary shares.
Financial risk management
The Group’s financial risk management
objectives and policies, including its use of
financial instruments, are set out in Note 25
to the Consolidated Financial Statements
from page 153.
Future business developments of the
Group
Details are set out in the Strategic Report from
page 2.
Our Code is available at
www.haleon.com/
who-we-are/Governance/codes-policies-and-
standards
Share plan details
2025 share awards and grants to employees
Our current policy is to settle the majority of
awards or grants under the Company’s share
plans with shares held in treasury or
purchased in the market, however, the
Company continues to review this policy.
The Company’s share plans incorporate the
Investment Association’s current guidelines
on dilution. During the year, the Company
satisfied its obligations under its share plans
solely via treasury shares which were
purchased as part of an on-market buyback.
As at 31 December 2025, there were 6,077,095
options outstanding, solely in respect of the
Company’s HMRC-approved all-employee
Sharesave Plan.
Employee Benefit Trusts (EBTs)
The Group operates EBTs for the benefit
of employees and former employees. The
Company settles share awards under its
Performance Share Plan, Share Value Plan and
Sharesave Plan, by the transfer of treasury
shares to its employee share trusts. In certain
cases, the EBTs may purchase ordinary shares
or ADSs in the market and release them to
current and former employees in satisfaction
of share awards. During 2025, the EBTs
released 17,467,507 ordinary shares and
5,320,852 ADSs. At 31 December 2025,
the EBTs held 737,404 ordinary shares and
282,504 ADSs in the Company. The EBTs adopt
a prudent approach to purchasing shares,
using funds provided or loaned to them by the
Group, based on expectations of future
requirements.
Shares or ADSs that have not been allocated
to share plan participants are held by the EBTs
and although the trustee has the right to vote
or abstain from exercising their voting rights in
relation to those shares, it has a policy of not
voting, which is in line with guidelines. The
trustee also has the right to accept or reject
any offer relating to the shares or ADSs in any
way it sees fit. Dividend waivers are in place in
respect of unallocated shares and ADSs held
in the EBTs.
Significant shareholders
Th
e
following persons have disclosed an
interest in the issued ordinary share capital
of the Company in accordance with the
requirements of rules 5.1.2 or 5.1.5 of the FCA’s
Disclosure Guidance and Transparency Rules.
The Company’s major shareholders have the
same voting rights as other shareholders. The
Company does not know of any arrangements
the operation of which may result in a change
in its control. Other than as set out below,
no changes to major shareholdings were
disclosed to the Company between
31 December 2025 and 5 March 2026.
On 21 March 2025, Pfizer ceased to be a
shareholder of the Company, having previously
held 32% following demerger.
Number of ordinary shares
disclosed as a percentage of
the Company’s issued share
capital at:
Shareholder
Date of latest disclosure
to the Company
Number of
ordinary shares
disclosed
Date of latest
disclosure to
the Company
31 December
2025
BlackRock, Inc.
16 January 2025
484,900,413
5.22%
5.22%
Pfizer, Inc.
21 March 2025
1
0
0%
0%
Wellington Management Group LLP
24 September 2025
444,957,354
4.98%
4.98%
1.
Pfizer, Inc. reduced their stake to nil during the reporting period.
The Companies (Miscellaneous Reporting)
Regulations 2018
Employee engagement
The below statement relates to our employees
as defined in the glossary and should be read
in conjunction with our stakeholder and
people disclosures in the Strategic Report
on pages 31 to 39, respectively, Section 172
statement on page 31, and workforce
engagement disclosures on page 69, and
other engagement disclosures in the Directors’
Remuneration Report from page 78.
During 2025, the key forms of engagement
to provide information to our employees
included a fortnightly global email ‘Connecting
Haleon’, intranet global news page, CEO-led
global broadcasts, fireside chats on priority
topics, internal social media channels,
dedicated senior manager calls, as well as
regional leadership calls and direct emails,
videos and business function team meetings.
Employees have been consulted and given
opportunities to express their views and
concerns through participation in the twice-
yearly employee engagement surveys, team
meetings, townhalls, ERGs, and Q&As at
global broadcasts and fireside chats. They
have been made aware of the financial and
economic factors affecting the performance
of the Company through quarterly, global
broadcasts and emails from the CEO, internal
social media updates, as well as functional
and regional team meetings. The Chair and
Directors have engaged with employees
through direct interactions, ‘employee
listening sessions’ with our Workforce
Engagement Director and other opportunities
held during the year to meet Executive
Directors via video meetings or in person.
Engagement with suppliers, customers
and others in a business relationship
with Haleon
Our business relationships with our suppliers,
customers and others are fundamental to our
success. During the year, the Board considered
matters related to them and had regard to the
176
Haleon
Annual Report and Form 20-F 2025
impact of decisions on them as detailed in the
Section 172 statement on page 31. The Board
monitors relationships through a mixture of
presentations, reports and direct engagement.
Details of how relationships have been
maintained throughout the year are set out
in the stakeholder engagement section on
pages 32 to 34.
Employment of disabled persons
Our commitment is to ensure our workforce
has the backgrounds, experiences and skills to
serve our consumers and the communities in
which we operate. We are striving to create an
inclusive environment in which everyone can
contribute and feel a sense of belonging, feel
understood and valued, treated fairly and
equally, and supported to progress and thrive.
We want our employees to be able to be their
authentic selves and, as a result, perform at
their best. All employees must ensure an
equitable and inclusive culture free of
discrimination and encourage respectful and
inclusive behaviour. Every effort is made to
ensure that applications for employment from
disabled people are fully and fairly considered
and that disabled employees have equal
opportunities for training, career development
and promotion.
Political donations
The Group does not make political
contributions or sponsor political meetings,
conferences, conventions or events, as set out
in our Anti-Bribery and Corruption (ABAC)
Policy. In the year to 31 December 2025, the
Group did not make any political contributions
or provide any sponsorship.
In accordance with the Federal Election
Campaign Act in the US, Haleon employees
are able to make personal contributions to our
US Political Action Committee (PAC). A PAC is a
corporate or labour-based political committee
that collects voluntary contributions from
eligible US employees into a separate fund.
In donating to the PAC, participating eligible
employees are exercising their legal right to
pool their resources and make political
contributions, which are subject to strict
limitations under US law. The fund is managed
by a board of directors of participating
employees from Haleon’s US operating
company and makes contributions or
expenditures in connection with Federal and
State elections. The PAC is not controlled by
Haleon. The operations of the Haleon PAC are
reviewed regularly to ensure compliance with
applicable US laws. Disclosure reports for the
Haleon PAC can be viewed at www.fec.gov.
In 2025, a total of $49,500 was donated to
political organisations by the Haleon PAC.
English law requires prior shareholder
approval for political contributions to political
parties and independent election candidates
as well as for any political expenditure. The
definitions of political donations, political
expenditure and political organisations used
in the legislation are, however, quite broad.
As a result, the definitions may cover
legitimate business activities not in the
ordinary sense considered to be political
donations or political expenditure, nor are
they designed to support any political party
or independent election candidate.
Therefore, notwithstanding our policy, and
while we do not intend to make donations
to any political parties or organisations, nor
to incur any political expenditure, we will
annually seek shareholder authorisation
for any inadvertent expenditure as a
precautionary measure to ensure that the
Company and its subsidiaries do not
inadvertently breach the legislation.
Significant agreements and change of
control provisions
The Group is a party to certain arrangements
which could be terminated upon a change of
control of the Company (and/or the Group’s
UK, Dutch and US debt-issuing entities) and
which are considered significant in terms of
their potential impact on the business of
the Group as a whole. These arrangements
include each series of notes issued under the
Company’s EMTN programme and the USD
note programme.
The notes contain a redemption or purchase
upon change of control provision which, if
triggered, allows note holders to exercise their
option to require the UK and US debt-issuing
entities to redeem, or at such issuers’ options,
to purchase, the notes and pay any accrued
and unpaid interest due.
Further information on the notes issued and
outstanding under the programmes as at
31 December 2025 is available in Note 19 to
the Consolidated Financial Statements from
page 144.
In addition, during the reporting period
the Company was a party to the Pfizer
Relationship Agreement, the principal
purpose of which was to regulate the
continuing relationship between the
Company and Pfizer, Inc., which was a
controlling shareholder of the Company
following demerger until 21 March 2024.
The Relationship Agreement terminated
automatically in accordance with its terms on
17 January 2025, when Pfizer ceased to hold
at least 10% of Haleon’s ordinary shares.
Throughout the period under review, the
Company has complied with provisions
and obligations in the Pfizer Relationship
Agreement and, as far as the Company is
aware, Pfizer has also complied.
Streamlined Energy and Carbon Reporting
(SECR)
In line with the requirements set out in the
UK Government’s guidance on SECR, the table
on page 178 represents Haleon’s energy
use and associated carbon emissions from
electricity and fuel in the UK and the rest
of the world (ROW), calculated with
reference to the Greenhouse Gas Protocol:
A Corporate Accounting and Reporting
Standard. In our 2025 reporting period, the UK
accounted for 3% of our global total energy
use as well as 2% of our Scope 1 and 2
emissions (location-based). The closure of
our Maidenhead (UK) site at the end of 2025,
as announced in 2024, impacts the GHG
emissions and energy figures for the UK in
2025 as production volumes ramped down
at the site and transferred to other sites
outside the UK. This is expected to have
a bigger impact in 2026 as the site is no
longer operating.
Energy efficiency action taken
We achieved 100% renewable electricity at
sites within our operational control in 2022
and have since maintained this, including in
2025, by utilising a combination of onsite solar,
power purchase agreements and renewable
energy certificates (RECs).
In 2025, we invested more than £12m in
energy efficiency and carbon reduction
projects and continued to focus our efforts
on Scope 1 and 2 carbon emissions’ reduction
in line with our 2030 goal. Progress includes
installing electric steam generators at our
Kuala Lumpur, Malaysia site and a second at
our Nairobi, Kenya site. We also installed new
heat pumps at our two Suzhou, China sites.
These projects all support our ambition to
significantly reduce carbon emissions from
energy generation for heating and cooling at
these manufacturing sites.
See also our
approach to health inclusivity
and sustainability
section from page 15.
See our Prevention of Bribery, Corruption and
Other Financial Crimes Policy at
www.haleon.
com/who-we-are/Governance/codes-
policies-and-standards
See our position on political advocacy at
www.haleon.com/who-we-are/our-policy-
positions
Other
Information
177
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Going concern
Information on the business environment
in which the Company operates (page 8),
its market categories (pages 9 to 14), and the
2025 finance review (pages 42 to 49), including
the factors underpinning the industry’s future
growth prospects, are included in the
Strategic Report.
The Directors believe that it is appropriate to
adopt the going concern basis of accounting in
preparing the Group’s Consolidated Financial
Statements. Further detail as to the Directors’
assessment is set out in Note 1 to the
Consolidated Financial Statements on
page 127.
An overview of the business activities of
Haleon, including a review of the principal
business risks that the Group faces, is given
in the Strategic Report on pages 50 to 56
and in Group information from page 181.
The scenarios considered and assessment
made by the Directors with respect to the
Company’s risk factors and viability are set
out on page 58.
Directors’ Report
In addition to the information set out herein,
this Directors’ Report incorporates by
reference the following sections of this
Annual Report:
— Strategic Report from page 1, including R&D
and innovation from page 6.
— Corporate Governance from page 60.
— Statement of Directors’ responsibilities,
including Disclosure of information to
auditors on page 105.
— Group information from page 179, including
Articles of Association and Material
contracts on pages 191 and 192.
— Note 24 to the Consolidated Financial
Statements (Related-party transactions)
from page 152.
— Note 28 to the Consolidated Financial
Statements (Post balance sheet events)
from page 163.
— Shareholder information from page 193.
The only matters to report in respect of UK
Listing Rule 6.6.1 are in relation to dividends
(set out on page 175), material contracts (set
out on page 192), waiver of fees by the Pfizer
nominated Non-Executive Director (set out on
page 100) and agreements with controlling
shareholders (set out on pages 175, 176 and
from page 177).
By order of the Board
Amanda Mellor
Company Secretary
Haleon plc
Registered in England and Wales,
Company number 13691224
13 March 2026
Directors’ Report
continued
Carbon emissions from our operations
2
2025
1
2024
1
UK
ROW
Total
Global
UK
ROW
Total
Global
Total Scope 1 GHG emissions
(thousands of tonnes
CO
2
e, including onsite fuel use, fleet mileage and
refrigerant losses)
2
55
57*
2
66
68
Total Scope 2 GHG emissions
(location-based)
(thousands of tonnes CO
2
e)
2
123
125*
3
121
124
Total Scope 2 GHG emissions
(market-based)
(thousands of tonnes CO
2
e)
0
6
6*
0
7
7
Total Scope 1 & 2 GHG emissions
(location-based)
(thousands of tonnes CO
2
e)
4
178
182*
5
187
192
Total Scope 1 & 2 GHG emissions
(market-based)
(thousands of tonnes CO
2
e)
2
61
63*
2
73
75
Total GHG emissions offset
(thousands of
tonnes CO
2
e)
0
20
20*
0
27
27
Total net Scope 1 & 2 carbon emissions
(market-based)
3
(thousands of tonnes CO
2
e)
2
41
43*
2
46
48
Total energy consumed
in our operations (GWh)
23
645
668*
26
693
719
Total renewable energy consumed
(GWh)
12
353
365*
15
344
359
Total renewable electricity consumed
(GWh)
13
315
328*
15
310
325
Renewable electricity
(%)
100%
100%
100%*
100%
100%
100%
Renewable energy
(%)
53%
55%
55%*
58%
50%
50%
Intensity Ratio
GHG emissions intensity
(location-based)
(tonnes of CO
2
e per £m revenue)
4
12
17
16*
13
17
17
Carbon emissions from our value chain
Total Scope 3 carbon emissions
(thousands of
tonnes CO
2
e)
2,463
2,533
For further information on our reporting criteria please see Haleon’s 2025 Health Inclusivity
and Sustainability Basis of Reporting and the Health Inclusivity and Sustainability Report.
KPMG LLP’s limited assurance conclusion and Haleon’s reporting criteria are available at
www.haleon.com/our-impact/esg-reporting-hub
*
KPMG LLP has issued independent limited assurance over the selected data indicated using assurance standards ISAE (UK)
3000 and ISAE 3410.
1.
For the 2025 and 2024 reporting periods we have used data from 1 December (in the prior year) to 30 November (in the year
stated). The exception to this is for total Scope 3 emissions where the 2025 and 2024 reporting periods cover the period
1 July (in the prior year) to 30 June (in the year stated). The 2024 Scope 3 estimated result differs from the values in the 2024
Annual Report and Form 20-F due to methodology and data improvements, including updated emission factors and granular
data for products made at third-party manufacturers. While the change in the total Scope 3 result is not material, the change
in split of emissions across the GHG protocol
categories is material. The restated Scope 3 GHG results better reflect the
drivers of our footprint and where we are focusing our actions to reduce Scope 3 emissions.
2.
GHG emissions are expressed in carbon dioxide equivalents (CO
2
e) reflecting the effective amount of CO
2
generated by all
gas emissions which add to the greenhouse effect and global warming. Carbon emissions have been calculated according to
the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (updated with Scope 2 guidance). For further
information on the methodologies used to calculate our emissions and energy metrics, please see our Health Inclusivity and
Sustainability Basis of Reporting. Scope of reporting is sites over which Haleon has full operational control.
3.
This calculation takes the total emissions offset in the reporting period into account.
4.
Carbon emissions intensity is derived from the ratio of the total Scope 1 and 2 GHG emissions (location-based) (tCO
2
e) from
all sites where we have full operational control to the total revenue in the same reporting period.
178
Haleon
Annual Report and Form 20-F 2025
Group
information
History and development of the Group
Haleon is the result of the combination of
three consumer health businesses over the
last decade. The focus of the business has
been sharpened through divestment of
growth-dilutive brands and those outside of
our core categories. In addition, the scientific
and consumer products’ experience of its
legacy businesses has been enhanced by
investment in commercial and scientific
capabilities, technologies and facilities,
most notably in the digital sphere.
On 18 July 2022, Haleon demerged from
GSK creating a company with management,
infrastructure, capital allocation and incentives
focused specifically on consumer health.
The Group has a strong and established
presence in all key channels relevant for
consumer healthcare and a scale which allows
it to effectively engage with retail partners of
all sizes, buying groups, distributors, pharmacy
chains and individual pharmacies.
Prior to demerger, the Group had transformed
since 2012 through progressive strategic M&A
and divestments to create a world leader in
consumer health.
The Group’s scale greatly expanded through
the successful combination of the legacy GSK
consumer healthcare business with the
Novartis consumer healthcare business in
2015, and the subsequent combination of this
business with the Pfizer consumer healthcare
business in 2019. In addition, the Group’s
focus has been sharpened since 2012 through
the progressive divestment of GSK’s
nutritionals businesses and the divestment
by the Group of non-strategic OTC brands,
including its programme of divestments of
non-strategic and growth-dilutive brands
(with aggregate net proceeds from divested
brands of £1.1bn) during the period from 2019
to 2021. This deliberate strategy has resulted
in a portfolio more focused on higher-growth
categories, markets and channels. These
transactions also provided a catalyst for
a broader transformation of the Group.
Prior to its combination with the Novartis
consumer healthcare business in 2015, GSK’s
consumer healthcare business was already
one of the world’s leading OTC and Oral
Health companies with a long heritage in
consumer health products dating back to
the 18th century. The Group sold a range
of leading OTC brands across Respiratory
Health, Pain Relief, Digestive Health, Skin
Health and Smokers’ Health, together with
a strong portfolio of Oral Health brands.
Geographically, the GSK consumer healthcare
business had a strong presence in higher-
growth emerging markets in the Middle East,
Africa and Asia, which complemented its
businesses in Europe and North America.
On 2 March 2015, GSK and Novartis formed a
consumer healthcare joint venture to combine
the majority of GSK’s consumer healthcare
business and all of Novartis’ OTC business.
Novartis’ business provided GSK with a
meaningful incremental presence in OTC.
The combination added a leading portfolio
of globally recognised consumer-preferred
and expert-recommended brands in the
Pain Relief, Respiratory Health, Smokers’
Health and Skin Health categories to the
Group’s business.
In June 2018, GSK acquired Novartis’
shareholding in the GSK/Novartis JV for
$13bn, enabling GSK to take full operational
and strategic control of the business.
On 31 July 2019, GSK completed a transaction
with Pfizer to combine substantially all of GSK
and Pfizer’s respective consumer healthcare
businesses into a new world-leading
consumer healthcare joint venture (the Pfizer
Transaction). The transaction, which was
transformational to the scale of the Group’s
business, brought together two businesses
with highly complementary geographic
footprints and brand portfolios.
While the Group retained its strong European
footprint, completion of the transaction also
provided the Group with incremental
geographical scale in the US, where it became
the leader in OTC/VMS, and in China, where it
became the leading OTC/VMS multinational.
From a portfolio perspective, the transaction
provided the Group with global leadership in
the higher-growth VMS market as well as a
leading presence in the US Pain Relief market
complementing the Group’s existing Pain Relief
portfolio. Since completion of the Pfizer
Transaction and prior to demerger, GSK owned
68% of the ordinary shares in the entity
2022
2024
2025
2025
2019–2021
Significant divestment programme:
Disposal of 50 non-strategic
growth-dilutive assets
2012
Exit of
non-strategic
OTC
2013
Divest
Exit of
beverages
2015
Joint Venture
Formation:
Novartis
Consumer
Healthcare
2018
Full buyout
of Novartis
from JV
2019
Joint Venture
Formation:
Pfizer Consumer
Healthcare
2020
Exit of
non-strategic
categories
to Unilever
Demerger
from GSK and
independent listing
Disposals of ChapStick
and NRT business
outside the US
Haleon plc becomes
100% free float
following Pfizer Inc. final
sell down of shares and
previous GSK sell down.
Completed
acquisition
of TSKF joint venture
GSK ownership
Other
Information
179
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
through which both GSK and Pfizer held their
equity interests in the joint venture, with Pfizer
holding the remaining 32%.
Alongside integration of the Pfizer consumer
healthcare business, the Group exited
approximately 50 non-strategic and growth-
dilutive OTC and skincare assets from 2019 to
2021 to raise £1.1bn of net proceeds. These
disposals have further focused the business
on higher-growth categories, markets and
channels and thereby enhanced the growth
profile of Haleon.
Director and Executive Team
shareholdings
As at 5 March 2026, being the latest
practicable date prior to publication of this
Annual Report, the Directors and the Executive
Team members had beneficial interests in
3,243,500 Haleon ordinary shares (including
ordinary shares held indirectly through Haleon
ADSs), representing approximately 0.04% of
that class. These shareholdings indicate all
Directors’ or Executive Team members’
beneficial interests and those held by their
spouses and other connected persons. As at
5 March 2026, no Director or Executive Team
member held more than 1% of the total issued
share capital or has a beneficial interest in the
shares of any subsidiary.
Executive Director benefits upon
termination of office
Further information can be found in the
Directors’ Remuneration Report from page 78.
Property, plant and equipment
The Group has interests in properties in
numerous countries. None of these interests
is individually material in the context of the
Group as a whole. Such properties are used by
the Group predominantly for manufacturing,
distribution and R&D activities. In particular,
the Group owns a supply chain of 25
1
in-house
dedicated manufacturing sites, with key sites
located in Levice (Slovakia), Dungarvan
(Ireland), Nyon (Switzerland) and Guayama
(Puerto Rico). In addition, the Group owns
three R&D centres in Richmond, Virginia
(US), Weybridge (UK) and Suzhou (China)
providing it with a broad range of in-house
scientific capabilities.
The Group announced a number of
developments relating to its key sites during
2025, including the latest plans for its £130m
investment in a new Global Oral Health
Innovation Centre in Weybridge (UK), which is
scheduled to open in 2027. The Group also
announced plans to invest $54m in upgrading
its laboratories and workspaces in its R&D
centre in Richmond, Virginia (US).
Additionally, the Group continued its
previously announced plan to begin a phased
closure of its Oral Health manufacturing site
in Maidenhead (UK). This will take place
over a two-year period with manufacturing
capabilities transferred to its Oral Health
centre of excellence in Levice (Slovakia).
The Group believes its existing facilities are
satisfactory for its current business.
The Group is not aware of any environmental
issues affecting its properties which would
have a material impact upon the Group,
and there are no material encumbrances on
its properties.
1.
The increase from 24 sites last year is due to the Company
now treating its two sites in Suzhou, China as separate
sites for operational purposes.
Disclosure controls and procedures
The Group carried out an evaluation under
the supervision and with the participation
of members of the Group’s management,
including the CEO and CFO, of the
effectiveness of the design and operation
of the Group’s disclosure controls and
procedures as required by Item 15(a) of Form
20-F as at 31 December 2025. Based on their
evaluation, the CEO and the CFO concluded
that, as at that date, the Company maintained
an effective system of disclosure controls
and procedures.
Management’s report on internal control
over financial reporting
In accordance with the requirements of
Section 404 of SOX, the following report is
provided by management in respect of the
Company’s internal control over financial
reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the US Securities Exchange Act
of 1934, as amended (the Exchange Act)).
— Management is responsible for establishing
and maintaining adequate internal control
over financial reporting for the Group.
Internal control over financial reporting is
designed to provide reasonable assurance
regarding the reliability of financial
reporting and the preparation of Financial
Statements for external purposes in
accordance with IFRS.
— Management conducted an evaluation of
the effectiveness of internal control over
financial reporting based on the framework,
Internal Control — Integrated Framework
(2013) issued by the Committee of
Sponsoring Organizations of the Treadway
Commission (COSO).
— There have been no changes in the Group’s
internal control over financial reporting
during 2025 that have materially affected,
or are reasonably likely to materially affect,
the Group’s internal control over financial
reporting.
— Management has assessed the
effectiveness of internal control over
financial reporting as at 31 December 2025
and concluded it is effective.
— KPMG LLP, which has audited the
Consolidated Financial Statements of the
Group for the year ended 31 December
2025, has also assessed the effectiveness of
the Group’s internal control over financial
reporting under Auditing Standard 2201 of
the Public Company Accounting Oversight
Board (US). Their audit report is set out from
page 119.
Group information
continued
180
Haleon
Annual Report and Form 20-F 2025
Risk factors
The Group has identified a broad range of
risks relating to its business and the industry
in which it operates. These risks are described
below and, together with all other information
contained in this Annual Report, should be
carefully considered in evaluating the Group.
The risks and uncertainties described below
represent those we consider to be material as
at the date of this Annual Report, with material
risks being those to which senior management
pay particular attention and which could
cause the delivery of the Group’s strategy,
financial condition, results of operations
and/or prospects to differ materially from
expectations. However, these risks and
uncertainties are not the only ones facing
the Group.
If any of the following risks occur, our
business, financial condition, results of
operations and prospects could be materially
and adversely affected. Additional risks and
uncertainties not presently known to us or that
we currently deem immaterial may also impair
our business operations.
Risks relating to the Group’s business
and industry
The Group operates in a highly
competitive market
The Group faces substantial and increasing
competition in all of its product categories and
geographic markets. There are relatively low
barriers to entry in certain product categories
in many of the markets in which the Group
operates (particularly in the VMS category)
and accordingly the Group’s businesses
compete with companies of all sizes on many
different fronts, including cost-effectiveness,
product effectiveness and quality, brand
recognition and loyalty, technological
innovations, consumer convenience,
promotional activities, new product
introductions and expansion into new
markets and channels.
The Group expects to continue to see
heightened activity from its competitors
worldwide, including: (i) increasing and
aggressive competition from smaller, high-
growth companies which often operate on
a regional basis, and may disrupt existing
route-to-market models; (ii) increasing
competition from multinational corporations
moving for the first time into, or expanding or
focusing their presence (whether through
acquisitions, disposals, demergers or other
means) in the global consumer healthcare
market; (iii) continuing competition from
private label products, which are brands sold
exclusively by a particular retailer; and (iv) an
increase in the introduction and aggressive
marketing of new products in high-demand
healthcare areas.
Some of the Group’s competitors may conduct
more effective advertising and promotion
activities than the Group does, introduce
competing products more quickly and/or
respond more effectively to business and
economic conditions and changing consumer
preferences, including by launching innovative
new products. These risks could also be
enhanced by the relatively recent
development of generative AI and its rapidly
evolving nature, which could enable new or
existing competitors who are better able to
capitalise on these developments to achieve
additional competitive advantages, such as
enhanced product targeting or cost-savings
on advertising and promotion. If the Group
is unable to anticipate the timing and scale
of these threats across its markets or to
successfully respond to them, then its brand
loyalty may be harmed, it may lose market
share and its business, prospects, results of
operations and financial condition may be
materially adversely affected.
The Group’s ability to execute and achieve
its marketing and sales strategy and
objectives is subject to challenges
As a consumer products business, the Group
relies on a strategy of leveraging its existing
brands and products to drive increased sales
and profits. The successful implementation of
this strategy depends on, among other things,
the Group’s ability to: identify and offer
competitively priced products that appeal to
evolving consumer preferences; formulate its
strategy in response to these changing
consumer preferences; innovate successfully
on its existing products, particularly as it seeks
to expand its reach to lower-middle income
consumers; and effectively utilise a range of
distribution channels in its key markets.
Failure to execute this strategy successfully
for any reason, including any reduction in
consumer demand for the types of products
which the Group offers due to changes in
consumer lifestyle, environmental concerns,
economic downturns, reduction in consumers’
discretionary spending, seasonal variations
(including, for example, a particularly weaker
cold and flu season) or other considerations
could have a material adverse effect on the
Group’s business, prospects, financial
condition and results of operations.
In early 2026, the Group announced the
evolution of its operating model to support its
Win as One strategy. This included creating
a Chief Growth Officer role and a Chief
Transformation Officer position, and
establishing six Operating Units to enhance
growth, productivity and organisational agility.
While the Group expects its new operating
model to drive the Company's growth,
productivity and culture agenda, there can be
no assurance that the model will be
implemented effectively, that anticipated
benefits will be realised, or that it will result in
improved growth or financial performance.
The Group’s business results are impacted
by the Group’s ability to manage
disruptions in the Group’s global supply
chain
The Group is engaged in the manufacturing
and sourcing of products and materials on a
global scale. The Group’s operations and
those of its suppliers, contract manufacturers
and logistics providers have been and may
continue to be disrupted by a number of
factors, including, but not limited to: increased
and/or changing regulation, as well as
regulatory compliance issues; environmental
events, including natural disasters and any
potential effect of climate change; global
shipping, logistics, transport and warehousing
constraints, for example due to regional or
local conflicts (such as the escalating conflict
in the Middle East and ongoing shipping
disruption in the Red Sea) or widespread
health emergencies, such as pandemics or
epidemics any of which may lead to delays in
deliveries and constraints on shipping and
logistics; strikes and other labour disputes;
cyber security failures or incidents; loss,
impairment, closure or disruption of key
manufacturing sites; loss of, or capacity
constraints relating to key suppliers or
contract manufacturers; raw material and
product quality or safety issues; industrial
accidents or other occupational health and
safety issues; the lack of qualified personnel;
governmental incentives and controls
(including exchange controls, import and
export restrictions, such as new or increased
tariffs, sanctions, quotas or trade barriers);
acts of war or terrorism, political unrest or
uncertainty, fires or explosions, and other
external factors over which the Group has
no control; and increases in ingredient,
commodity, utilities and oil prices (including
as a result of the escalating conflict in the
Middle East).
Other
Information
181
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
While the product ranges of the Group’s
leading brands are manufactured by multiple
sources, some of the Group’s products are
currently primarily manufactured at a single
location and the loss of the use of all or a
portion of any of these manufacturing facilities
or the loss of the use of, or capacity
constraints at, key suppliers in relation to the
Group’s other products could impact the
Group’s ability to provide these products.
Although the Group has contingency plans
in place, such as dual sourcing programmes
and alternative supply arrangements, those
plans may not be sufficient to mitigate
manufacturing or supplier interruptions, and
the Group may also be limited in its ability to
pass on any increases in the prices it charges
for its products as a result of fixed-price
supply agreements or hedging arrangements.
In addition, the Group purchases certain
raw and packaging materials from single-
source suppliers or a limited number of
suppliers and new suppliers may have to be
qualified under industry, governmental and
the Company's own standards, which can
require additional investment and take a
significant period of time.
A significant disruption to the manufacturing
or sourcing of products or materials for any
reason, including those mentioned above,
could interrupt product supply and, if not
remedied, could lead to litigation or
regulatory action, product delistings by
retailers, financial penalties, and reputational
damage, any of which could materially
and adversely affect the Group’s business,
results of operations and financial condition.
Increasing dependence on key retail
customers, changes in the policies of the
Group’s retail customers, the emergence of
alternative retail channels and the rapidly
changing retail landscape
The Group’s products are sold in a highly
competitive global marketplace which has
experienced increased trade concentration
and the growing presence, in both traditional
and digital operations, of large-scale retailers,
including pharmacies, discounters and
ecommerce retailers. The Group is increasingly
dependent on certain retailers, and some of
these retailers have and may continue to have
greater bargaining strength than the Group
does. For example, while the Group maintains
relationships with a variety of significant
retailers across its key markets, sales
attributable to its top five largest retailers in
the US account for over half of the Group’s
revenue in the US market.
The Group’s large-scale retail customers,
including pharmacies, may use their
leverage to demand higher trade discounts,
allowances, display fees or increased
investment, which could lead to reduced sales
or profitability. The loss of a key retailer or a
significant reduction in sales to a key retailer
could materially and adversely affect the
Group’s business, prospects, results of
operations and financial condition. The
Group’s business might also be negatively
affected by the growing presence and
bargaining strength of customers who operate
internationally and retail buying alliances
(horizontal alliances of retailers, retail chains
or entire retailer groups that cooperate in
pooling their resources) and the enhanced
leverage that such alliances possess.
The Group has also been and may continue
to be negatively affected by changes in the
policies or practices of the Group’s retail trade
and pharmacy customers, such as inventory
de-stocking, limitations on access to shelf
space, delisting of the Group’s products or
environmental, sustainability, supply chain or
packaging initiatives and other policies or
practices.
Private label products sold by the Group’s
retail customers, which are typically sold at
lower prices than branded products, are a
source of competition for certain of the
Group’s products. In addition, the retail
landscape in many of the Group’s markets
continues to evolve as a result of the rapid
growth of ecommerce retailers (who are
able to generate private label products
and capitalise on access to data) and price
comparison sites, changing consumer
preferences (as consumers increasingly shop
online), and, in certain categories (particularly
VMS), the increased presence of alternative
retail channels, such as subscription services,
sales through social media platforms and
direct-to-consumer businesses (especially
those which specialise in rapid distribution).
The strong growth in ecommerce and the
emergence of alternative retail channels
may continue to create pricing and margin
pressures and/or adversely affect the Group’s
relationships with key retailers. If the Group is
not able to successfully manage and adapt to
these changes in the retail landscape, the
Group’s business, prospects, results of
operations and financial condition could be
materially and adversely affected.
The Group may not be able to develop and
commercialise new products effectively
The future growth of the Group is to a
significant extent dependent on its ability to
develop new products or new formulations
of existing products. The Group’s ability to
launch new products and to expand into
adjacent categories, channels of distribution
or markets is affected by whether the Group
can successfully: identify, develop and fund
technological innovations; obtain and maintain
necessary intellectual property protection and
avoid infringing intellectual property rights of
others; obtain and maintain approvals and
registrations of regulated products in the
countries in which the Group has business
operations; anticipate the needs and
preferences of consumers and customers and
develop or identify relevant products aligned
to those preferences; and successfully
compete to in-license products.
The identification, development and
introduction of innovative new products
that drive incremental sales involves
considerable time, costs and effort, as well
as significant risk that any new product
may not generate sufficient customer and
consumer interest and sales to become a
profitable product or to cover the costs of its
development and promotion. New products
must be developed to meet the Group’s own
rigorous internal specifications, as well as the
relevant regulatory and safety requirements
imposed in our various markets. Each of these
restrictions means that a new product can fail
to make it to market at any stage or do so in
a cost-effective manner. In addition, new
products that make it to market may not
be accepted quickly or significantly in
the marketplace.
Group information
continued
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Any failure to develop and commercialise
new products in a timely fashion may lead
to decreased market share, decreased
revenue and/or increased R&D costs and,
consequently, may materially and adversely
affect the Group’s results of operations and
financial condition.
Failure to retain key talent or attract
new talent
The Group relies upon a number of key
executives and employees who have an
in-depth understanding of the consumer
healthcare industry and the Group’s
technologies, products, programmes,
collaborative relationships and strategic
goals. While the Group follows a disciplined,
ongoing succession planning process and has
succession plans in place for those individuals
comprising our Board of Directors and our
Executive Team and other key executives,
these do not guarantee that the services of
qualified senior executives will continue to be
available to the Group at all times. In addition,
the Group’s business, prospects, results of
operations and financial condition will
depend on the Company’s ability to
successfully manage any changes in Senior
Management, including, for example, those
resulting from the Group’s new operating
model.
Competition for such talent is intense, and
there can be no assurance that the Group will
be able to continue to attract and retain such
talent. If the Group is unable to recruit, attract,
integrate and retain talented, highly qualified
Senior Management and other key people for
any reason, the Group’s business, prospects,
results of operations and financial condition
could be materially and adversely affected.
Damage to the Group’s reputation
Maintaining the Group’s strong reputation
and trust with consumers and customers
globally is critical to selling the Group’s
branded products. Negative publicity, posts
or comments on social media (including
misinformation or campaigns by activist
groups) about the Group, its products, the
ways it does business, threatened or pending
litigation or regulatory proceedings, its public
policy engagement, environmental, social and
governance practices, the health, safety and
welfare of employees or other stakeholders,
or relations with its employees, or regulatory
infractions, violations of sanctions or anti-
bribery rules, whether or not deserved, could
jeopardise the Group’s reputation and/or
expose it to adverse press and social media
attention. In addition, our approach to
diversity, inclusion and equal opportunity
in the workplace and ESG policies may lead
to scrutiny or reactions from stakeholders
who may have differing or contradictory
expectations related to the Company’s
approach, which could impact our reputation.
Whether true or untrue, such negative
publicity, posts or comments on social media
could damage the Group’s brands and its
reputation and/or lead to boycotts of its
products. Moreover, the Group’s reputation
could be harmed as a result of inappropriate
use of its branded products being promoted
on social media and any associated
negative publicity.
The Group’s reputation may also be adversely
affected if third parties with whom the Group
contracts (or an owner, acquirer or other
related party of such), including its suppliers,
manufacturers and customers, fail to maintain
high ethical, social and environmental
standards, comply with local laws and
regulations or become subject to other
negative events or adverse publicity.
Counterfeiting is a common issue for
successful brands and has been amplified by
the growth of ecommerce. Although the Group
has an anti-counterfeiting programme in place,
third parties continue to sell counterfeit
versions of the Group’s products. These
counterfeits are inferior in quality to the
genuine Group products and may pose safety
risks to consumers. Consumers of the Group’s
brands could confuse the Group’s products
with or purchase these counterfeit products.
The consumption of inferior quality products,
which consumers believe to be genuine (and,
in some instances, may cause consumer safety
issues) could damage the reputation of the
Group and its brands and lead to a reduction
in market share.
Damage to the Group’s reputation or loss of
consumer confidence in the Group’s products
for these or any other reasons could materially
and adversely affect the Group’s business,
results of operations, cash flows and
financial condition.
Failure to respond effectively to the
challenges raised by climate change and
other sustainability and ESG matters
Concern over climate change and social
impacts has increased the focus on the
sustainability of practices and products in the
market and may result in new or additional
legal and regulatory requirements to reduce or
mitigate the effects of climate change on the
environment and social impacts. Areas of
focus relevant to the Group’s business include,
among others, responsible sourcing and
deforestation, the use of plastic, energy and
water, the recyclability or recoverability of
packaging, including single-use and other
plastic packaging, and the use of certain
materials, such as palm oil where the
environmental or social impact of the material
can attract scrutiny, as well as an increased
focus on human rights due diligence.
New or additional legal and regulatory
requirements more stringent than the Group’s
current legal and regulatory obligations and/
or its existing practices and procedures, may
require the Group to revise its operations and
supply chain management. In addition, failure
to appropriately prevent, mitigate or remediate
negative human rights or environmental
impacts across the Group’s sites and supply
chain may result in supply chain disruption,
regulatory breaches, and reputational
consequences. New regulatory requirements
may also require upgrades to the Group’s
systems and processes for capturing ESG data,
and compliant ESG reporting may therefore be
dependent on those upgrades being in place
and fully embedded. However, attitudes
among governments toward ESG policies
continue to evolve, with certain governments
reducing or eliminating ESG targets and
requirements, which may negatively impact
the return on investments the Group has
made and may make it more difficult to plan
future investments, particularly if such policy
changes result in a policy divergence
among governments.
There may also be financial impacts as
governments implement taxation initiatives,
such as extended producer responsibility taxes
or carbon taxes, to help recover the cost of
managing plastic waste and the impacts of
climate change. There may also be reputational
impacts, including related impacts such as
product delistings with customers or loss
of preference with consumers, investors,
employees or other stakeholders, should the
Group fail, or be perceived to fail, to meet
either its publicly stated sustainability goals
or community expectations in relation to
sustainability initiatives.
For further information on the specific
climate-related risks facing the Group, see
Task Force on Climate-related Financial
Disclosures, from page 19.
Other
Information
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Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
All these developments may result in
increased costs and disruption to the Group’s
operations, and to loss of revenue, which
could materially and adversely affect the
Group’s business, results of operations,
cash flows and financial condition.
The Group may not be able to sufficiently
protect its intellectual property rights or
avoid claims of infringement on the
intellectual property rights of others
The Group relies on various types of
intellectual property rights such as trade
marks, patents, copyrights and designs,
whether registered or unregistered, as well as
unpatented proprietary knowledge and trade
secrets, to protect its business. However,
these rights do not afford complete protection
against third parties’ claims and infringements,
for example, due to territorial limitations on
intellectual property protections in certain
markets in which the Group operates.
Additionally, there can be no assurance that
third parties will not independently develop
knowledge and trade secrets that are similar
to the Group’s, or develop products or brands
that compete effectively with the Group’s
products and brands without infringing,
misusing or otherwise violating any of the
Group’s intellectual property rights.
The Group’s intellectual property rights may
also be challenged in the future. In the event
of such a challenge, the Group could incur
significant costs to defend its intellectual
property rights, even if it is ultimately
successful. Additionally, there is a risk that the
Group will not be able to obtain licences for
the intellectual property rights necessary
to support new product introductions and
product innovations.
The Group also uses intellectual property
rights in-licensed from licensors. The Group’s
licences to such intellectual property rights
may not provide exclusive or unrestricted
rights in all fields of use and in all territories in
which the Group may wish to develop or
commercialise its products in the future, may
restrict its rights to offer certain products in
certain markets, and may not grant the Group
full control over the maintenance, protection,
enforcement or use of such intellectual
property rights, leaving the Group reliant
on the licensors to conduct such activities.
Further, the agreements under which the
Group licenses intellectual property rights
from others are complex, and the provisions
of such agreements may be susceptible to
multiple interpretations. As such, resolution
of any dispute relating to such contracts may
be costly, time-consuming and ultimately
narrow the scope of the Group’s rights to
the intellectual property being licensed, or
increase what the Group considers to be its
financial or other obligations under the
relevant agreement.
Infringement, misuse or other violation of any
of the Group’s intellectual property rights,
including by current or former employees,
contractors or third parties, may dilute or
diminish the value and goodwill of the Group’s
brands and products in the marketplace,
which could materially and adversely affect
the Group’s results of operations and make it
more difficult for the Group to maintain a
strong market position, leading to a material
and adverse effect on the Group’s business
and results of operations.
The Group may incur liabilities or be forced
to recall products as a result of real or
perceived product quality or other product-
related issues
Failure to comply with good manufacturing or
good distribution practices and regulations, as
well as other regulations in relation to product
quality, throughout the Group’s in-house and
contract manufacturing supply and
distribution chains, could lead to product
supply interruptions, product recalls or
withdrawals, litigation and/or regulatory
enforcement action and fines from regulators.
Additionally, products may be contaminated
or tampered with during distribution or at
stores. The Group is increasingly using new
technology to enhance the manufacture and
testing of its products, such as the deployment
of new electronic documentation systems and
advanced laboratory information management
tools. Such technology is inherently
susceptible to the threat of cyber-attacks
which pose an ongoing risk to the integrity of
product quality data and its audit trail. The
Group also continues to be reliant on third
parties and is continuing to undertake a global
network rationalisation programme to reduce
the number of manufacturing sites it uses,
both of which are factors that may increase
the risks to safe and timely supply of products.
Product recalls or withdrawals arising as a
result of real or perceived product quality,
efficacy, safety, environmental or other
product-related issues, whether initiated on a
voluntary basis or otherwise, can result in a
range of adverse consequences to the Group,
including lost sales, the requirement to hold
increased inventories of substitute products,
the cost of re-formulations, litigation (including
product liability claims), regulatory action or
damaged relationships with regulators, loss of
market share to competitors, adverse publicity
and reputational harm, in addition to the
direct costs of implementing any recall.
Failure by the Group to manufacture its
products in accordance with good
manufacturing practices could have the
potential to do significant damage to the
Group’s reputation and materially and
adversely affect its results of operations and
financial condition. In addition, if any of the
Group’s competitors or customers supply
faulty or contaminated products to the market,
the Group’s industry could be negatively
impacted, which in turn could have material
adverse effects on the Group’s business.
A cyber security incident, data breach
or a failure of a key information
technology system
The Group relies extensively on information
technology systems (IT systems), including
some which are managed, hosted, provided
and/or used by third parties, including
cloud-based service providers, and their
vendors, in order to conduct its business.
Although the Group has a broad array of
information security measures in place,
the Group’s IT systems, including those of
third-party service providers with whom it
has contracted, have been, and will likely
continue to be, subject to computer viruses or
other malicious codes, unauthorised access
attempts, phishing and other cyber-attacks.
Cyber-attacks and other cyber incidents are
occurring more frequently, are constantly
evolving in nature, are becoming more
sophisticated and are being made by groups,
individuals and nation states with a wide
range of expertise and motives, with risks
further amplified by the intensifying
geopolitical tensions, the growing use of AI
and the Group’s increasing public profile.
While the Group has implemented systems,
monitoring and training to prevent cyber-
attacks and other cyber incidents from being
successful, the Group cannot guarantee that
its security efforts will protect against
incidents, breaches or breakdowns of its, or its
third-party service providers’, IT systems since
the techniques used in these attacks change
frequently and may be difficult to detect for
periods of time, and so such cyber-attacks
may from time to time succeed. In addition,
the Group cannot guarantee that its or its
third-party service providers’ response to any
such incidents will fully remedy the extent of
the damage caused by these incidents.
Although the Group has policies and
procedures in place to ensure that all personal
information collected by it or its third-party
service providers is securely maintained,
Group information
continued
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data incidents or breaches due to human error
or intentional or unintentional conduct may
still occur in future.
Furthermore, the Group periodically
upgrades its IT systems or adopts new
technologies. If such an upgrade or new
technology does not function as designed,
does not go as planned or increases the
Group’s exposure to a cyber-attack or cyber
incident, it may adversely impact the Group’s
business, including its ability to ship products
to customers, issue invoices and process
payments or order raw and packaging
materials. If the Group were to suffer a
significant loss or disclosure of confidential
business or stakeholder information as a result
of a breach of its IT systems, including those
of third-party service providers with whom
it has contracted, or otherwise, the Group
may suffer reputational, competitive and/or
business harm, incur significant costs and
be subject to government investigations,
litigation, fines and/or damages, which may
materially and adversely impact the Group’s
business, prospects, results of operations
and financial condition.
While the Group has disaster recovery and
business continuity plans in place, if its IT
systems were damaged, breached or were
to cease to function properly for any reason
or if it does not effectively resolve such issues
on a timely basis, the Group may suffer
interruptions in its ability to manage or
conduct business as well as reputational harm,
and may be subject to governmental
investigations and litigation, any of which may
materially and adversely impact the Group’s
business, prospects, results of operations and
financial condition.
The Group relies on third parties in many
aspects of its business
Due to the scale and scope of the Group’s
business, the Group relies on relationships
with third parties, including its suppliers,
contract manufacturers, distributors,
contractors, commercial banks, joint venture
partners and external business partners,
for route to market and for certain
administrative and other functions. If the
Group is unable to effectively manage and
maintain its third-party relationships, including
its contractual arrangements, if such third
parties fail to meet their obligations to the
Group or if there are substantial disruptions in
the relationships between the Group and third
parties, the Group’s business and results of
operations could be adversely impacted.
Third-party relationships inherently involve
the Group holding a lesser degree of control
over business operations, and compliance
with laws, regulations and Group policies
and practices than is available for the Group’s
own operations and compliance. As such, the
Group’s financial, reputational, operational
and legal risk is potentially increased,
including in respect of health and safety,
environmental, social and governance issues,
modern slavery, and anti-bribery and
corruption.
The Group may not successfully acquire and
integrate other businesses, license rights to
technologies or products, form and manage
alliances, or divest businesses
The Group may decide in the future to
pursue acquisitions, technology licensing
arrangements, strategic alliances or
divestitures as part of its business strategy.
The Group may not complete these
transactions in a timely manner, on a cost-
effective basis or at all. In addition, the Group
may be subject to regulatory constraints or
limitations or other unforeseen factors that
prevent it from realising the expected
benefits of such transactions.
Even if the Group is successful in completing
an acquisition, the products, intellectual
property and technologies that are acquired
or in-licensed may not be successful or may
require significantly greater resources and
investments than originally anticipated.
The Group may be unable to integrate
acquisitions successfully into its existing
business, and the Group may be unable
to achieve expected operating margin
improvements, synergies or efficiencies.
The Group could also incur or assume
significant debt and unknown or contingent
liabilities in connection with acquisitions.
For disposals where an earn out arrangement
is part of the consideration, the criteria for
payment may not be reached (in whole or
in part) and the Group may realise less than
anticipated. Where support is offered to
a purchaser under a transitional services
agreement or similar, the costs of providing
that support may be higher than anticipated.
The Group’s reported operating results could
be negatively affected by acquisition or
disposition-related charges, amortisation of
expenses related to intangibles and charges
for impairment of long-term assets. The Group
may be subject to litigation in connection with,
or as a result of, acquisitions, dispositions,
licences or other alliances and the Group may
be liable for future or existing litigation and
claims related to the acquired business,
disposition, licence or other alliance because
either the Group is not indemnified for
such claims or the scope or availability of
indemnification is limited. These effects could
cause the Group to incur significant expenses
and could materially and adversely affect the
Group’s business, results of operations and
financial condition.
Risks relating to the Group’s leverage
and debt service obligations
The Group has significant debt service
obligations. The Group’s outstanding financial
indebtedness as at 31 December 2025 is set
out in Note 19 to the Consolidated Financial
Statements.
The degree to which the Group is leveraged
could have important consequences for the
Group’s business, including, but not limited to:
increasing the Group’s vulnerability to, and
reducing its flexibility to respond to, a
downturn in the Group’s business or general
adverse economic and industry conditions;
limiting the Group’s ability to obtain additional
financing in the longer term; requiring the
dedication of a substantial portion of the
Group’s cash flow from operations to the
payment of interest on the Group’s
indebtedness and the repayment of principal,
thereby reducing the availability of such cash
flow to fund capital expenditures, dividends,
joint ventures, acquisitions or other general
corporate purposes; increasing the cost of
future borrowings for the Group; a downgrade
in the Group’s credit rating, which may, in turn,
increase the cost of the Group’s financing
arrangements and make it difficult for the
Group to access financing on commercially
acceptable terms or at all; limiting the Group’s
flexibility in planning for, or reacting to,
changes in the Group’s business and the
competitive environment and the industry in
which it operates; and placing the Group at a
competitive disadvantage as compared to
some of its competitors, to the extent that
they are not as highly leveraged.
In addition, the Group may incur substantial
additional indebtedness in the future. The
covenants in existing financing instruments
do not fully prohibit the Company or its
subsidiaries from incurring more indebtedness.
If new debt is added to the Group’s debt
levels, the risks that it faces could intensify.
Other
Information
185
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Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
The incurrence of additional indebtedness
would increase the leverage-related risks
described herein and would increase the risk
of a downgrade in the Group’s credit rating.
Goodwill and indefinite life intangible
assets are a material component of the
Group’s balance sheet and may be subject
to impairments
The Group has recorded a significant amount
of goodwill and indefinite-life intangible
assets on its balance sheet as set out in
Note 14 to the Consolidated Financial
Statements. The Group tests the carrying
values of goodwill and indefinite life
intangible assets for impairment at least
annually and whenever events or
circumstances indicate the carrying value
may not be recoverable. The estimates
and assumptions about future results of
operations and cash flows made in connection
with impairment testing could differ from
future actual results of operations and cash
flows. Any resulting impairment charge,
although non-cash, could have a material
adverse effect on the Group’s results of
operations and financial condition.
Risks relating to changes in law and the
political and economic environment,
regulation and legislation
The Group’s business is subject to legal
and regulatory risks in all the markets in
which it operates
The risks apply to most aspects of the Group’s
products, including their development,
ingredients, formulation, manufacture,
packaging content, labelling, storage,
transportation, distribution, export, import,
advertising, promotion beyond therapeutic
indications, sale and environmental impact.
Many different governmental and regulatory
authorities in the Group’s markets regulate and
have jurisdiction over different aspects of the
Group’s business activities including licensing
of the Group’s activities. Those regulations or
their interpretation may change. In addition,
the Group’s selling practices are regulated by
competition law authorities in the UK, as well
as in the EU, the US and other markets.
In China, where the Group has significant sales
and operations, OTC, medical devices, and
registered health products face stringent
regulatory scrutiny. Government authorities
are increasingly enforcing medicines’ quality,
safety standards and ensuring compliance
with fair competition rules in marketing and
distribution. These affect both new and
existing products and our business operations
in China. There is a risk that commercialisation
of certain products of the Group may be
restricted in China if the Group is unable to
comply with these regulatory requirements.
Because of the Group’s extensive international
operations, the Group could be materially and
adversely affected by violations of worldwide
anti-bribery laws, including those that prohibit
companies and their intermediaries from
making improper payments to government
officials or other third parties for the purpose
of obtaining or retaining business, such as the
US Foreign Corrupt Practices Act, the UK
Bribery Act 2010, UK Economic Crime and
Corporate Transparency Act and other laws
that prohibit commercial bribery. Additionally,
in certain jurisdictions, the Group’s
engagement with Health Professionals and
other external leaders is subject to applicable
restrictions. While the Group’s policies
mandate compliance with such laws, the
Group cannot provide assurance that the
Group’s internal control policies and
procedures will always protect the Group from
reckless or criminal acts committed by its
employees, joint venture partners or agents.
Similarly, due to the Group’s international
operations, the Group could also be materially
and adversely affected by any violations of
international sanctions laws, which continue
to evolve in response to geopolitical events.
While it is the Group’s policy to comply with all
legal and regulatory requirements applicable
to the Group’s business, there can be no
guarantee that the Group will always achieve
full compliance and a finding that the Group
is in violation of, or out of compliance with,
applicable laws or regulations could subject
the Group to additional costs of compliance
or to civil remedies, including fines, damages,
injunctions or product recalls, or criminal
sanctions. Even if a claim is unsuccessful, is
without merit or is not fully pursued, the Group
may incur costs in responding to such a claim
and negative publicity surrounding such
assertions regarding the Group’s products,
processes or practices.
The Group faces risks relating to the
regulation and perception of the
ingredients it uses in its products
Regulatory bodies and consumer groups may,
from time to time, request or conduct reviews
of the use of certain ingredients that are used
in manufacturing the Group’s products. If the
result of such reviews is an inability to use, or
restrictions on the use of, certain ingredients
and/or any requirement for remedial action,
the Group may incur significant additional
costs and/or need to invest substantial
resources to make formulation adjustments to
its products. Additionally, the Group may be
adversely affected by the findings and any
remedial actions resulting from ongoing
investigations by the European Commission,
US FDA and other regulatory bodies.
Examples of pending decisions include the
EU's ongoing investigation into the impact of
pharmaceuticals in the environment, review of
silica materials in toothpastes and the FDAs
review of phenylephrine.
While the Group monitors and seeks to
respond to and address the impact of any
emerging regulatory and legislative
developments, new or more stringent
ingredient legislation could have a negative
impact on the Group’s business, undermine
the Group’s reputation and goodwill and
affect consumer demand or trade customer
demand for products containing such
ingredients. If the Group voluntarily removes,
or is required to remove, certain ingredients
from its products, it may not be able to
develop an alternative formulation,
successfully modify its existing products or
obtain necessary regulatory approvals on a
timely basis, or at all, which could materially
and adversely impact the Group’s business,
prospects, financial condition and results
of operations.
The Group’s business is subject to market
fluctuations and general economic
conditions, including inflationary pressures
and increases in interest rates
Uncertainty, fluctuations or negative trends
in the international economic climate have
had and could continue to have a material
adverse effect on the Group’s business and
profitability. There will be market fluctuations
and economic factors that will be beyond
the Group’s control, but that will have the
potential to materially and adversely affect
its business, revenue, financial condition and
operating results.
Such factors include: (i) inflation (including
hyperinflation) or deflation; (ii) changes in
government, fiscal and monetary policies;
(iii) adverse changes in the financial standing
of the Group’s customers, suppliers and
consumers, including levels of employment,
real disposable income, salaries and wage
rates; (iv) consumer confidence and consumer
perception of economic conditions; (v)
retailers’ perception of consumer spending
habits; (vi) technological change; (vii) exposure
to possibly adverse governmental or
regulatory actions in countries where the
Group operates or conducts business; (viii)
levels of volatility in global markets; (ix)
exposure to the effects of economic sanctions
or other restrictive economic measures as a
result of the Group’s global presence; and (x)
any change or development in global, national
or regional economic and political conditions.
Group information
continued
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For example, the Group is exposed to
inflationary pressures and commodity prices,
which generally affect the Group through their
impact on payroll and supply costs (including
freight). Whilst the Group may increase
product prices in order to mitigate the impact
of inflation, competitive pressures may
constrain the Group’s ability to fully recover
any increased costs in this way, and so the
Group may remain subject to market risk with
respect to inflationary pressures and increases
in commodity prices. In addition, the Group’s
initiatives to offset headwinds from inflation
(including hyperinflation in a limited number
of markets) in input prices and commodities,
including forward buying, value engineering
and alternative supply arrangements, may not
be sufficient to mitigate these risks.
Relatedly, the Group is also subject to risks
arising from increases in interest rates. In
particular, the Group has obligations under
financial instruments that bear interest at
floating rates, and borrowings under the
Group’s bank financing facilities (see Note 25
to the Consolidated Financial Statements,
from page 153). Sustained elevated interest
rates may in future increase the Group’s
interest expenses associated with these and
future debt obligations and thereby reduce
cash flow available for other purposes. Any
hedging arrangements entered into by the
Group to offset this risk may prove not to be
fully effective or available on terms that are
acceptable to the Group.
Risks related to litigation, disputes and
regulatory investigations
The Group is, and may in the future be, subject
to legal proceedings, disputes and regulatory
and governmental investigations in various
contexts, including consumer fraud actions,
competitor and regulatory challenges to
product and marketing claims, competition
law investigations, product liability and
quality claims, human resources claims,
contractual disputes and other disputes or
claims arising in the ordinary course of its
business operations.
These legal actions, disputes and
investigations may relate to aspects of the
Group’s businesses and operations that are
specific to the Group, or that are common
to companies that operate in the Group’s
markets, and this risk may be enhanced in
circumstances where the Group is operating in
new markets. Legal actions and disputes may
arise under contracts, regulations or from a
course of conduct taken by the Group, and
may be class actions. Further information on
legal proceedings impacting the Group are
detailed in Note 22 to the Consolidated
Financial Statements, on page 150.
In connection with acquisitions, disposals or
other transactions, the Group may enter into
contractual arrangements pursuant to which
the Group may become exposed to litigation
risk despite not being a party to proceedings
in relation to which the indemnities may
be implicated (see also The Group has
indemnification obligations in favour of the
GSK Group and the Pfizer Group, which could
be significant).
Given the large or indeterminate amounts of
damages sometimes sought by claimants,
other sanctions that might be imposed
(including the Group no longer being
able to use key claims) and the inherent
unpredictability of litigation and disputes,
it is possible that an adverse outcome to any
litigation, dispute, government or regulatory
investigation could have a material adverse
effect on the Group’s business, financial
condition, results of operations and prospects.
The Group has made provisions for legal
disputes and matters, including amounts
relating to legal and administrative
proceedings, which the Group believes are
reasonably possible (but not probable) to be
realised. Given the inherent uncertainty of
litigation, it is possible that the Group might
incur additional liabilities as a consequence of
the proceedings and claims brought against it,
including those that are not currently believed
by the Group to be reasonably possible.
Details of these contingencies are included
within Other provisions as set out in Note 21
to the Consolidated Financial Statements,
on page 150.
The Group faces risks associated with
significant international operations
The Group operates on a global basis. While
geographic diversity helps to reduce the
Group’s exposure to risks in any one country
or part of the world, it also means that the
Group faces risks associated with significant
international operations, including, but not
limited to: exchange rate risks; regulatory limits
on the import and export of products, or
repatriation of earnings (including exchange
and export/import controls); political or
economic instability, geopolitical events and
rising geopolitical trade tensions as well as
social or labour unrest; foreign ownership and
investment restrictions and the potential for
nationalisation or expropriation of property or
other resources; changes to trade policies and
agreements and other foreign or domestic
legal and regulatory requirements, including
those resulting in potentially adverse tax
consequences or the imposition of and/or the
increase in onerous trade restrictions, tariffs
and/or price controls (including requirements
to exclusively utilise local manufacturing); and
changes to labour laws, travel or immigration
restrictions.
Following the 2024 elections in the US and
Europe, trade policy uncertainty has
increased, and tariffs and other trade
restrictions have been imposed or expanded
by the United States, China and the European
Union. If there is an escalation in tariff or duty
activity, or other protectionist industrial
policies, between the US and its major trading
partners, or other major economies, it could
negatively impact global economic activity, the
Group’s global supply chain and/or demand
for the Group’s products, each of which could
materially and adversely affect the Group’s
business, results of operations and financial
condition. The complex political relationship
between the US and China, the Group’s two
largest markets, presents additional risk of
trade disruptions and reduced certainties on
the Group’s opportunities for strategic growth.
Any or all of the foregoing risks could
adversely impact consumer confidence,
affect the Group’s product mix and/or have
a significant impact on the Group’s ability to
sell its products on a competitive basis in
international markets and may materially
and adversely affect its business, prospects,
results of operations and financial condition.
Volatility in material and other costs
could materially and adversely impact the
Group’s profitability
Increases in the costs of and/or a reduction
in the availability of materials, including
active pharmaceutical ingredients and
excipients and raw and packaging material
commodities, as well as labour, energy,
logistics and other necessary services, such as
those seen during the COVID-19 pandemic
and in relation to inflationary pressures, may
adversely affect the Group’s profit margins.
If material and other cost increases continue in
the future, the Group may be unable to pass
along such higher costs in the form of price
increases, achieve cost efficiencies, or
otherwise manage the exposure through
sourcing strategies, ongoing productivity
initiatives and the potential use of commodity
Other
Information
187
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
hedging contracts. Sustained price increases
may also lead to declines in sales volumes as
competitors may not adjust their prices or
consumers may decide not to pay higher
prices, which could lead to sales declines
and loss of market share.
The Group’s business may be impacted by
the effects of regional and local conflicts
The Group monitors the effects of regional
and local conflicts. However, the broader
economic consequences of Russia’s invasion
of Ukraine and other recent regional
conflicts, including the escalating conflict in
the Middle East, continue to be difficult to
predict, and the ongoing global geopolitical
and economic instability related to the actions
of governments relating thereto (including
sanctions measures), the effects of which
include (but are not limited to) changes in
commodity, freight, logistics and input costs,
could continue to adversely impact the
Group’s business and/or the trading prices
of its securities.
The Group faces risks including but not
limited to:
— Disruption to the Group’s business
operations, including adverse impacts on
its employees and on its revenue derived
in regions involved in conflict.
— Foreign exchange risk relating to its
revenues denominated in relevant
currencies. For example, the Group
generates revenue from sales of its
products in Russia in Russian Rubles, and
denominates its significant costs in other
currencies, such as Pound Sterling, Euro
and USD. Sanctions against Russia have
increased volatility in the value of the
Russian Ruble, which may affect the results
of the Group’s operations in Russia as the
relative value between its derived revenues
and incurred costs fluctuates. In addition,
the imposition of exchange controls may
limit the Group’s ability to repatriate profits
from its operations in relevant countries.
— Reduced demand for the Group’s products
which exposes the Group to increased
counterparty risk in relation to customers
and receivables from customers.
— Compliance with global sanctions regimes,
and possible counter measures imposed
in response, many of which are evolving
rapidly and are increasingly complex to
operate within.
— Potential litigation risk from the Group’s
counterparties seeking to assert their rights
for payments that are unable to be made by
the Group because of sanctions imposed
on counterparties or financial institutions.
— Reputational risks associated with the
Group’s continued presence in certain
markets. Negative publicity surrounding the
Group’s continued presence and/or supply
of products in countries involved in conflict
could damage the Group’s brands and its
reputation, lead to boycotts of its products
outside the conflict region and/or have
consequences on the continuation of
operations and/or sales, including a
determination by the Group to discontinue
all sales in such countries.
— As part of the Russian Government’s
indicated plans to seize the assets of
western companies leaving Russia, in the
event that the Group discontinues its
Russian operations, the potential (i)
nationalisation of the Group’s Russian
assets, (ii) devaluing of the Group’s
Russian patents and trademarks and (iii)
introduction of restrictions on, or imposition
of unfavourable terms in respect of,
payments made from Russia or relating to
assets in Russia.
The impact of conflict remains highly uncertain
and there may be additional risks to the Group
arising out of or relating to the current
conflicts and escalating military conflicts
globally, which could also have a material
adverse effect on the Group’s business.
Failure to comply with regulation
regarding the use of personal data
The Group is subject to regulations in the
jurisdictions in which it operates regarding
the use of personal data. The Group collects
and processes personal data from its
consumers, customers, business contacts and
employees as part of the operation of its
business, and therefore it must comply with
data protection and privacy laws. Those laws
generally impose certain requirements on the
Group in respect of the collection, retention,
use and processing of such personal
information. Notwithstanding its efforts,
the Group is exposed to the risk that this data
could be wrongfully appropriated, lost,
disclosed, retained, stolen or processed in
breach of data protection laws.
EU GDPR and the UK GDPR as well as the
increased data protection regulation in other
jurisdictions, such as China, Russia and the US,
introduced the potential for significant new
levels of fines for non-compliance based on
turnover. As part of its ongoing compliance
with applicable requirements, the Group may
be required to expend significant capital or
other resources and/or modify its operations
to meet such requirements, any or a
combination of which could have a material
adverse effect on the Group’s business,
financial condition and financial results, or
otherwise harm its reputation.
The Group is exposed to risks relating to
fluctuations in currency exchange rates and
related hedging activities
The Group operates internationally and holds
assets, incurs liabilities, generates sales and
pays expenses in a variety of currencies other
than Pound Sterling (the currency in which
it reports its financial results). The most
significant foreign currency exposures are
to the USD, Euro, Swiss Franc and Chinese
Renminbi, including $5,939m of USD-
denominated bonds, €3,085m of Euro-
denominated bonds as well as a long-term
loan of CNY3,052m incurred by the Group as
at 31 December 2025.
Fluctuations in exchange rates for foreign
currencies have in the past reduced and could
continue to reduce the Pound Sterling value
of sales, earnings and cash flows the Group
receives from markets outside the UK, increase
its supply costs (as measured in Pound
Sterling) in those markets, negatively impact
its competitiveness in those markets or
otherwise materially and adversely impact its
business or financial condition. The Group
aims to manage this risk through hedging
where possible and practical; however, such
hedging activities may be ineffective or may
not offset more than a portion of the adverse
financial effect resulting from variations to
such rates. The Group is also exposed to
counterparty credit (or repayment) risk under
hedging contracts. To the extent any hedging
activities of the Group are wholly or partially
ineffective, or to the extent a hedging
counterparty fails to meet its obligations
under any hedging agreement, this could
result in losses which could have a material
adverse effect on the Group’s business, results
of operations and financial condition.
Determinations made by the Group with
respect to the application of tax law may
result in challenges from or disputes
with tax authorities which result in the
payment of additional amounts for tax
The worldwide nature of the Group’s
operations means that the Group is subject
to the tax laws in each country in which it
operates. Given tax laws are complex and
are subject to interpretation by Haleon and
the relevant fiscal authorities, there may be
occasions where Haleon’s tax filing position
is subject to challenge and/or there is a risk
of double taxation.
Additionally, the Group is subject to many
different forms of taxation within any
given jurisdiction in which it operates
(including, but not limited to, corporate
income taxes, capital gains taxes on direct or
indirect transfers of ownership, stamp duty
and similar transfer taxes, value added taxes,
Group information
continued
188
Haleon
Annual Report and Form 20-F 2025
property taxes and social security and other
payroll taxes). The global tax environment
across all taxes continues to change rapidly
creating further complexity and uncertainty.
This means that the Group may be subject
to domestic and cross-border tax authority
disputes in the future, which could result in
the payment of additional amounts of tax.
Such potential disputes and the resulting
payment obligations could have a material
adverse effect on the Group’s business,
results of operations and financial condition.
At 31 December 2025, the Group had
recognised provisions of £122m in respect
of uncertain tax positions.
Changes in the tax systems of the countries
in which the Group operates could
adversely affect the Group’s financial
condition and results of operations
Many countries, including the ones in which
the Group operates, change their tax laws
from time to time, including by legislation,
regulation, administrative practice, judicial
action or entering into or amending tax
treaties. The Group’s financial condition and
results of operations may be adversely
affected by such changes.
Risks relating to separation of its business
from GSK
The Group has indemnification obligations
in favour of the GSK Group and the Pfizer
Group, which could be significant
The Group, GSK, and Pfizer, entered into that
Pfizer Stock and Asset Purchase Agreement
(Pfizer SAPA) on 19 December 2018 pursuant
to which the Group, GSK, and Pfizer agreed to
form a new global consumer healthcare joint
venture. The Pfizer SAPA, as amended from
time to time, including by the Pfizer SAPA
Amendment Agreement, contains certain cross
indemnities among the Group, the GSK Group
and the Pfizer Group. Among other provisions,
the Group is required to indemnify the GSK
Group and Pfizer Group in respect of
‘Purchaser Liabilities’ and ‘Assumed Liabilities.’
In 2022, GSK and Pfizer have each served the
Group with notice of potential claims under
the relevant indemnification provisions in the
Pfizer SAPA in relation to possible liabilities
connected with OTC Zantac, which the
Group has rejected on the basis that the
scope of the indemnities set out in the Pfizer
SAPA only covers the consumer healthcare
businesses of GSK and Pfizer when the
consumer healthcare joint venture was formed
in 2018 (see Legal proceedings in Note 22 to
the Consolidated Financial Statements, on
page 150). It is not possible, at this stage, to
meaningfully assess whether the outcome will
result in a probable outflow, or to quantify
or reliably estimate what liability (if any) the
Group may have to GSK and/or Pfizer under
the relevant indemnities.
In addition, the Company, GSK and Pfizer,
among others, entered into a tax covenant on
1 June 2022, which has been effective from
the time of the Demerger (the Tax Covenant).
Subject to certain financial and other
customary limitations, the Tax Covenant
contains certain indemnities in respect of
taxation given from GSK and Pfizer to the
Company (and vice versa) where it has been
agreed that such taxes are properly allocable
to the indemnifying party.
If any amounts payable by the Group under
these indemnities (or additional taxes imposed
on the Group that are not indemnified by GSK
and/or Pfizer under the Tax Covenant) are
substantial, this could have a material adverse
effect on the financial condition, results of
operations and/or prospects of the Group.
Other
Information
189
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Description of securities other than equity securities
Fees and charges payable by ADR holders
The Company’s American Depositary Receipt (ADR) programme is administered by J.P. Morgan
Chase Bank, N.A. (the Depositary), as the Depositary. The holder of an ADR may have to pay the
following fees and charges to the Depositary in connection with ownership of the ADR:
Category
Depositary actions
Associated fee or charge
Depositing or
substituting the
underlying shares
Each person to whom ADRs are issued against
deposits of shares, including deposits and
issuances in respect of: (i) share distributions,
stock splits, rights, mergers or (ii) exchange of
securities or any other transactions or event
or other distribution affecting the ADSs or the
deposited securities.
Up to $5.00 for each 100 ADSs
(or portion thereof) issued or
delivered (as the case may be).
Receiving or
distributing dividends
Distribution of cash/stock dividends.
$0.05 or less per ADS.
Selling or exercising
rights
Distribution or sale of securities, the fee
being in an amount equal to the fee for the
execution and delivery of ADSs which would
have been charged as a result of the deposit
of such securities.
Up to $5.00 for each 100
ADSs (or portion thereof).
Withdrawing,
cancelling or
reducing an
underlying security
Surrendering ADSs for cancellation and
withdrawal of deposited property.
Up to $5.00 for each 100
ADSs (or portion thereof)
surrendered or cancelled
(as the case may be).
Transferring,
combination or
split-up of receipts
Not applicable.
Not applicable.
General depositary
services, particularly
those charged on an
annual basis
1
Other services performed by the Depositary
in administering the ADRs.
A fee of $0.05 or less per ADS
per calendar year held on
the applicable record date(s)
established by the Depositary.
Fees and expenses
of the Depositary
Fees and expenses incurred by the Depositary
or the Depositary’s agents on behalf of holders,
including in connection with: (i) stock transfer
or other taxes and other governmental charges,
(ii) cancellation transaction fees and delivery
expenses, (iii) transfer or registration expenses
in connection with the deposit and withdrawal
of deposited securities, (iv) expenses in
connection with the conversion of foreign
currency into US Dollars (which are paid out of
such foreign currency), (v) cable, telex, facsimile
transmission/delivery and (vi) any other charge
payable by the ADR Depositary or its agents.
As incurred by the Depositary.
1.
With effect from 2025, the Depositary charges an administration fee of $0.02 and a $0.01 dividend fee charged across the
Interim and Final Dividends per ADR annually.
Direct and indirect payments by the
Depositary
The Depositary anticipates reimbursing
Haleon for certain expenses incurred by it
that are related to the establishment and
maintenance of the ADR programme upon
such terms and conditions as Haleon and the
Depositary may agree from time to time. The
Depositary may make available to Haleon a
set amount or a portion of the Depositary fees
charged in respect of the ADR programme or
otherwise upon such terms and conditions as
Haleon and the Depositary may agree from
time to time. In respect of the year ended
31 December 2025, the Depositary made
payments of approximately $17.5m.
Under certain circumstances, including
removal of the Depositary or termination of
the ADR programme by Haleon, Haleon is
required to repay certain amounts paid to
it and to compensate the Depositary for
payments made or services provided on
behalf of Haleon.
Group information
continued
190
Haleon
Annual Report and Form 20-F 2025
Articles of Association
The Articles of Association, adopted on
31 May 2022, contain (amongst others)
provisions to the following effect. Any
amendment requires the approval of
shareholders by a special resolution at a
general meeting. The Company’s objects are
unrestricted.
Directors
The Board has the authority to manage the
business of the Company, for example,
through powers to issue and repurchase its
shares, subject where required to shareholder
resolutions. Subject to certain exceptions, the
Directors do not have power to vote at Board
meetings on matters in which they have a
material interest.
The Company by ordinary resolution, or the
Board, may appoint any person permitted by
law to do so and willing to act to be a Director.
In addition to any power of removal under
legislation, the Company may by special
resolution remove a Director before the
expiration of their period of office and may
(subject to the Articles) by ordinary resolution
appoint another person as a Director in their
place. All Directors must retire from office at
the AGM each year and may offer themselves
for re-election.
Rights and restrictions
The liability of shareholders is limited to the
amount, if any, unpaid on the ordinary shares
held by them.
Subject to any rights attached to existing
shares, the Company may issue (i) shares with
such rights and restrictions as the Company
may by ordinary resolution decide, or (if there
is no such resolution or so far as it does not
make specific provision) as the Board may
decide and (ii) redeemable shares, and the
Board may determine the terms and conditions
applied to shares so issued. Such rights,
restrictions, terms and conditions apply to
the relevant shares as if they were set out in
the Articles.
Shareholders are entitled to vote at a general
meeting or class meeting on a poll. Any
resolution put to a vote at a general meeting
of the Company shall be decided on a poll.
The Companies Act and the Articles provide
that on a poll every shareholder has one vote
per ordinary share held and a shareholder may
vote in person or by one or more proxies. The
proxies appointed by them taken together
have the same voting rights as the shareholder
could exercise in person. In the case of joint
holders, the vote of the senior who tenders a
vote is accepted to the exclusion of the votes
of the other joint holders and seniority is
determined by the order in which the names
stand in the register. Non-voting preference
shares do not confer any right to vote at a
general meeting. Non-voting preference
shareholders are, however, entitled to vote at
any class meeting of non-voting preference
shareholders.
A shareholder is not entitled to vote any share
held by them at any general or class meeting
if any call or other sum then payable remains
unpaid or if that shareholder has been served
with a restriction notice (as defined in the
Articles) after failure to provide the Company
with information concerning interests in those
shares required to be provided under the
Companies Act.
Dividends
The Company may by ordinary resolution
declare dividends not exceeding the amount
recommended by the Board. Subject to the
Companies Act, the Board may pay dividends
whenever the financial position of the
Company, in the opinion of the Board, justifies
its payment.
The non-voting preference shares rank pari
passu with all other non-voting preference
shares and have preferential dividend rights
ahead of the ordinary shares, entitling holders
to quarterly cumulative dividends at a fixed
rate of 9.5% per annum for five years from the
date of the issue, following which the rate
shall be reset for each subsequent period of
five consecutive years at the rate equal to the
Bank of England base rate prevailing at the
time of reset plus 7.5%. Dividends on the
non-voting preference shares which have
become payable are required to be paid in full
before any repurchases or distributions can be
made with respect to the ordinary shares.
Any dividend unclaimed after a period of six
years from the date it was declared or became
due for payment is forfeited and reverts to the
Company unless the Board decides otherwise.
The Board may decide how dividends or other
money payable in cash relating to a share are
paid. If shareholders fail to provide the
necessary details to enable payment, or if
payment cannot be made using the details
provided by the shareholder, the dividend or
other amount payable will be treated as
unclaimed.
Rights on a winding up
The non-voting preference shares carry
preferential rights to participate in a
distribution of capital in the event of
insolvency (including on a winding-up) up to
an amount equal to their nominal value plus
accrued dividend and any arrears or deficiency
in amount of the cumulative dividend. The
ordinary shares do not carry any rights to
participate in a capital distribution (including
on a liquidation) other than those that exist as
a matter of law. Under the Companies Act,
upon a liquidation, after the claims of creditors
have been satisfied and subject to any special
rights attaching to any other class of shares
in the Company (including the non-voting
preference shares), surplus assets (if any)
are distributed among the shareholders in
proportion to the number and nominal
amounts of their ordinary shares.
Redemption of non-voting
preference shares
Each non-voting preference share is
redeemable in whole at the option of the
Company or each relevant shareholder in
respect of its entire holding on any date falling
not less than five years after the date on which
that share was issued or, if earlier, on the
Company undergoing a change of control.
General meetings
The Company is required to give at least
21 days’ notice of a general meeting unless a
special resolution reducing the period to not
less than 14 days has been passed at the
immediately preceding AGM.
The Board may decide to allow persons
entitled to attend and participate in a general
meeting to do so by simultaneous attendance
and participation by means of an electronic
facility with no member necessarily in physical
attendance at the electronic meeting, and
to permit Directors or others to attend and
speak, and the chair of the meeting to preside,
by electronic means. Shareholders present
in person or by proxy by means of such
electronic facility will be counted in the
quorum for, and be entitled to participate in,
the relevant general meeting.
Restrictions in respect of
designated persons
The Company can apply restrictions and take
certain actions in relation to its shares where
the Company believes the holder is or may be
designated as a sanctioned person by certain
authorities (including the UK, US, EU or any
respective governmental institutions) or
where it would be unlawful by virtue of any
applicable sanctions laws.
Other
Information
191
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Exchange controls and restrictions on
payment of dividends
Other than certain economic sanctions in force
from time to time, there are no governmental
laws, decrees or regulations in the UK
restricting the import or export of capital or
affecting the remittance of dividends, interest
or other payments to non-resident holders
of ordinary shares or ADRs. There are no
limitations under English law or the Articles on
the right of non-resident or foreign owners to
be the registered holders of, or to exercise
voting rights in, ordinary shares or ADRs.
Impact of regulation
The Group’s activities are subject to
regulations on a local and international
level that impact the Group’s activities.
The majority of the Group’s products can
be categorised according to four principal
regulatory classifications: OTC medicines;
medical devices; foods; and cosmetics. Each
is subject to regulatory regimes that restrict
research, development, manufacturing, testing,
marketing and sale of the Group’s products,
and the process of obtaining regulatory
approvals and ongoing compliance with
applicable laws, regulations and other
requirements necessitates the expenditure
of substantial time and financial resources,
which can increase the cost and complexity
of the Group’s business (see, for example,
The Group may not be able to develop and
commercialise new products effectively in
the Risk Factors section on page 182).
In the US, the FDA is our principal regulator
and we must also comply with regulations
promulgated by other federal and state
authorities. In the EU, the regulatory system
is based on a network of national competent
authorities in the European Economic Area,
working together with the European Medicines
Agency and the European Commission.
In China, the National Medical Products
Administration (and affiliated institutions) is the
primary regulator supervising and regulating
drugs, medical devices and cosmetics.
—
OTC medicines.
OTC medicines are
regulated according to guidelines and
standards published by the International
Council for Harmonisation of Technical
Requirements for Pharmaceuticals for
Human Use. The requirements govern,
among other things, pre-clinical and clinical
testing, pre- and post-marketing approval,
production, distribution, import, export,
and advertising. Failure to comply can result
in recalls, seizures, injunctions, refusal or
withdrawal of approval of products, fines
or criminal prosecution.
—
Medical devices.
All medical devices must
satisfy safety and performance, quality
system (some low-risk devices may be
exempt) and labelling requirements, with
the degree of regulatory scrutiny increasing
with the potential risks of the medical
device. Regulatory controls on medical
devices, including pre-market authorisation
requirements, may require the provision of
stringent supporting material, including
(among other things) independent external
audits of the manufacturer’s quality
systems, independent external review of
the technical data and documentation of
relevant clinical evidence to support the
manufacturer’s claims.
—
Food.
Most food products do not require
pre-market authorisation, although specific
categories (such as food supplements,
foods for special medical purposes or
dietary supplements) may require
notification of sale to regulators. In some
countries, such as China, products classified
as functional health foods require a
formal pre-market review and registration.
Products in this category are subject to strict
quality and safety standards, including for
packaging and product composition.
—
Cosmetics.
Cosmetics can be classified
differently by territory; a cosmetic in one
country may be classified as a medicine, or
even a medical device, in another country
(e.g. fluoride toothpaste is a cosmetic in the
EU and a drug in the US). Some countries
require pre-market approval involving
the provision of safety assessments,
manufacturing data and raw material
functionality, while other countries require
no registration.
Additional laws, regulations and other
requirements materially relevant to the
Group’s business include:
—
Claims and labelling.
The labelling and
advertising for all product classifications
which the Group markets is subject to
applicable laws in markets in which the
Group operates, which may specify text
format and the order of information,
require specific information and statements,
and restrict misleading, unfair or
unsubstantiated claims in advertisements
and on labels. Regulatory authorities may
take enforcement action against businesses
which fail to comply with relevant rules.
—
Pricing.
The Group’s activities are also
subject to price control laws and regulations
in some of the markets in which it operates.
For example, in China, in respect of
medicines (both Rx and OTC) in the
hospital channel, the government regulates
prices through a centralised procurement
mechanism, medical insurance
reimbursement standards and strengthened
regulation of medical and pricing practices.
—
Consumer safety and quality.
The Group is
subject to vigilance regulations designed to
ensure the safety of its products, whether
in the development pipeline, already
approved, or post-launch. These regulations
require the collection, detection,
assessment, monitoring and prevention of
adverse events/undesirable effects, through
(among other things) inspection by health
authorities, reporting of serious safety
events, and preparation of periodic safety
reports. The Group is also subject to quality
regulations that apply to innovation,
manufacturing practices, testing, marketing,
post-marketing studies and reporting by
product classification. These regulations
can require pre- and post-approval
inspections of facilities to ensure good
manufacturing practice compliance, and the
imposition of quality systems regulations on
medical devices.
Material contracts
No contracts have been entered into by the
Company or a member of the Group within the
two years immediately preceding the date of
this Annual Report that are material to the
Company or any member of the Group (other
than contracts entered into in the ordinary
course of business).
Further details of Haleon’s off-market
purchase from Pfizer during 2025 under the
2024 Off-Market Buyback Contract is set out
on pages 175 and 193.
Group information
continued
192
Haleon
Annual Report and Form 20-F 2025
Shareholder
information
Summary of significant corporate
governance differences from NYSE listing
standards
The Group’s statement of compliance with the
UK Corporate Governance Code issued in
January 2024 by the Financial Reporting
Council (the Code) is set out on page 104.
The Company’s ADSs are listed on the NYSE
and we are subject to the reporting and other
requirements of the SEC applicable to US
foreign private issuers. We are required to
disclose any significant ways in which our
corporate governance practices differ from
those followed by US companies under the
Listing Standards of the NYSE.
The significant differences between Haleon’s
corporate governance practices as a UK
company and those required by NYSE
standards for US companies are as follows.
Independence
The Code’s principles recommend that at least
half the Board, excluding the Chair, should
consist of independent non-executive
directors. As at 5 March 2026, the Board
consisted of the Chair, independent at the
time of his appointment, two Executive
Directors and eight Independent Non-
Executive Directors. NYSE listing rules
applicable to US companies state that
companies must have a majority of
independent directors. The NYSE has set out
six bright line tests for director independence.
The Board’s judgement is that the Non-
Executive Directors are independent and, as
such, Independent Non-Executive Directors
make up a majority of the Board. However, it
did not explicitly take into consideration the
NYSE’s tests in reaching this determination.
Committees
The Company has a number of Board
Committees which are similar in purpose and
constitution to those required for domestic
companies under NYSE rules. The NYSE
requires US companies to have audit,
remuneration and nominating/corporate
governance committees composed entirely of
independent directors, as defined under the
NYSE rules. The Company’s Nominations &
Governance, Audit & Risk, and Remuneration
Committees consist entirely of Non-Executive
Directors who are independent under the
standards of the Code, which may not
necessarily be the same as the NYSE
independence standards. The nominating/
governance committee is responsible for
identifying individuals qualified to become
members of the Board and to recommend
to the Board a set of corporate governance
principles. As the Company is subject to
the Code, the Company’s Nominations &
Governance Committee is responsible for
nominating, for approval by the Board,
candidates for appointment to the Board and
its Committees. The Company’s Nominations &
Governance Committee consists of the Chair
and Independent Non-Executive Directors.
The Chair of the Board of Directors of the
Company is not a member of either the
Remuneration or Audit & Risk Committees.
As set out on page 70, the Audit & Risk
Committee is chaired by Alan Stewart, an
Independent Non-Executive Director, who,
in the Board’s view, has the experience and
qualifications to satisfy the criterion under US
rules for an ‘audit committee financial expert’.
Shareholder approval of equity compensation plans
The NYSE rules for US companies require that shareholders must be given the opportunity to
vote on all equity-compensation plans and material revisions to those plans. Haleon complies
with UK requirements that are similar to the NYSE rules. The Board, however, does not explicitly
take into consideration the NYSE’s detailed definition of what are considered ‘material revisions’.
Purchases of equity securities by the Company and affiliated purchasers
During the financial year ended 31 December 2025, the following ordinary shares (including
ordinary shares held indirectly through Haleon ADSs) were purchased by the Company and the
Company's employee benefit trusts.
The Board approved the capital allocation of £500m to share buybacks in 2025 on 25 February
2025. Haleon completed an off-market share buyback from Pfizer, Inc. on 21 March 2025. Haleon
undertook two on-market share buybacks in 2025; (i) commenced on 28 March 2025 and
concluded on 26 June 2025, (ii) commenced on 31 July 2025 and concluded on 1 October 2025.
An additional £150m of share buybacks for the purposes of satisfying Haleon's obligations under
its existing employee share plans in 2026 and 2027 was approved by the Board on 15 July 2025.
Further details on the Company's share buybacks are outlined on page 175.
Period
Total number
of shares
purchased
Average price
paid per
share (£)
Total number
of shares
purchased as
part of publicly
announced
plans or
programmes
Maximum
number of
shares that
may yet be
purchased
under the plans
or programmes
1 January–31 January
Nil
Nil
Nil
N/A
1 February–29 February
4,034
3.77
Nil
N/A
1 March–31 March
45,569,128
1,2
3.88
45,569,128
1,2
N/A
1 April–30 April
17,166,094
2
3.78
17,166,094
2
N/A
1 May–31 May
15,660,512
2
4.05
15,660,512
2
N/A
1 June–30 June
16,796,632
2
3.95
16,796,632
2
N/A
1 July–31 July
Nil
Nil
Nil
N/A
1 August–31 August
25,058,242
2
3.58
25,058,242
2
N/A
1 September–30 September
50,498,348
2
3.51
50,498,348
2
N/A
1 October–31 October
5,057,569
2
3.32
5,057,569
2
N/A
1 November–30 November
Nil
Nil
Nil
N/A
1 December–31 December
Nil
Nil
Nil
N/A
1.
Shares purchased directly from Pfizer Inc.
2.
Shares purchased on the open market in the UK and US.
Other
Information
193
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Dividend history
The table below sets out the dividends declared for each financial year in respect of the
Company’s ordinary shares and ADSs.
Pence
US$
2025
7.1
1
—
2
2024
6.6
0.1773117
2023
6.0
0.1491385
2022
2.4
0.0597319
1.
Includes the proposed 2025 final dividend of 4.9p per ordinary share, which is subject to shareholder approval at the
2026 AGM.
2.
The US Dollar equivalent of the final dividend will be set based on the actual foreign exchange rate achieved by the
Company prior to payment. Two ordinary shares represent one ADS and the US Dollar equivalent of the 2025 interim
dividend paid to ADS holders on 18 September 2025 was $0.059783 per ADS.
Shareholder profiles
Analysis of shareholdings as at 31 December 2025
Holding of shares
Number of
accounts
% of total
accounts
% of total
shares
Number of shares
Up to 1,000
38,635
72.46%
0.13%
12,029,890
1,001–5,000
10,950
20.54%
0.27%
23,925,956
5,001–100,000
2,749
5.16%
0.48%
43,091,357
100,001 to 1,000,000
545
1.02%
2.27%
202,917,496
Over 1,000,000
437
0.82%
96.85%
8,670,388,949
Totals
53,316
100.00%
100.00%
8,952,353,648
Held by
Institutional and corporate holders
1,531
2.87
71.06
6,361,789,475
Individuals and other corporate bodies
51,783
97.13
14.95
1,338,021,809
Guaranty Nominees Limited
1
0.00
13.48
1,206,796,718
Treasury Shares (Haleon plc)
1
0.00
0.51
45,745,646
J.P. Morgan Chase Bank, N.A. is the Depositary
for the Company’s ADR programme. The
Company’s ADSs are listed on the NYSE.
Ordinary shares representing the Company’s
ADR programme, which is managed by the
Depositary, are registered in the name of
Guaranty Nominees Limited.
As at 5 March 2026, being the latest
practicable date prior to publication of this
Annual Report, Guaranty Nominees Limited
held 1,207,596,718 ordinary shares
representing approximately 13.56% of the
Company’s issued share capital, excluding
treasury shares. As at the latest practicable
date, the number of holders of ordinary shares
in the US was 810 with holdings of 975,371
ordinary shares, and the number of registered
holders of ADSs was 13,431 with holdings of
603,798,359 ADSs. Certain of these ordinary
shares and ADSs were held by brokers or
other nominees. As a result, the number of
holders of record or registered holders in the
US is not representative of the number of
beneficial holders or of the residence of
beneficial holders.
Tax information for
shareholders
A summary of certain UK tax and US federal
income tax consequences for holders of
shares and ADSs who are citizens of the UK or
the US is set out below. It is not a complete
analysis of all the possible tax consequences
of the purchase, ownership or sale of these
securities. It is intended only as a general
guide. Holders are advised to consult their
advisers with respect to the tax consequences
of the purchase, ownership or sale of their
shares or ADSs and the consequences under
state and local tax laws in the US and the
implications of the current UK/US tax
conventions.
US holders of ADSs generally will be treated
as the owners of the underlying shares for
the purposes of the current UK/US double
taxation conventions relating to income and
gains (Income Tax Convention), estate and gift
taxes (Estate and Gift Tax Convention), and for
the purposes of the Internal Revenue Code of
1986, as amended.
UK shareholders
This summary only applies to a UK resident
shareholder that holds shares as capital
assets.
Taxation of dividends
For the 2025/2026 UK tax year, UK resident
individuals are entitled to a dividend tax
allowance of up to £500, so that the first £500
of dividends received in a tax year will be free
of tax. Dividends in excess of this allowance
will be taxed at 8.75% for basic rate taxpayers,
33.75% for higher rate taxpayers and 39.35%
for additional rate taxpayers. These rates are
expected to increase to 10.75%, 35.75% and
39.35%, respectively, from April 2026.
Shareholder information
continued
194
Haleon
Annual Report and Form 20-F 2025
Stamp duty and stamp duty
reserve tax
UK stamp duty and/or stamp duty reserve tax
(SDRT) will, subject to certain exemptions, be
payable on the transfer of shares at a rate of
0.5% (rounded up to the nearest £5 in the case
of stamp duty) of the consideration for the
transfer. Notwithstanding this, provided that
an instrument is executed in pursuance of the
agreement that gave rise to the charge to SDRT
and that instrument is stamped within six years
of the agreement (including being stamped as
exempt) any SDRT charge should be cancelled
and any SDRT which has already been paid
should be repaid.
UK stamp duty and/or SDRT will, subject
to certain exemptions, be payable on any
transfer of shares to the ADS custodian or
depositary at a rate of 1.5% of the amount
of any consideration provided (if transferred
on sale), or their value (if transferred for no
consideration). However, no stamp duty or
SDRT should be payable on the transfer of,
or agreement to transfer, an ADS provided,
in the case of stamp duty, that no instrument
of transfer is entered into.
US shareholders
This section describes certain material US
federal income tax consequences to a US
holder (as defined below) of owning shares
or ADSs. It applies to you only if you hold your
shares or ADSs as capital assets (generally
assets held for investment purposes) and use
the US Dollar as your functional currency. This
discussion addresses only US federal income
taxation and does not discuss all of the tax
consequences that may be relevant to you
in light of your individual circumstances,
including foreign, state or local tax
consequences, estate and gift tax
consequences, and tax consequences arising
under the Medicare contribution tax on net
investment income or an alternative minimum
tax. This section does not apply to you if you
are a member of a special class of holders
subject to special rules, including: a bank,
thrift or other financial institution, a broker or
dealer in securities, a trader in securities that
elects to use a mark-to-market method of
accounting, a tax-exempt organisation or
tax-exempt account, a qualified retirement
plan or individual retirement account, a life
insurance company or other financial
institution, a real estate investment trust, a
regulated investment company, a person that
actually or constructively owns 10% or more of
the combined voting power of our voting stock
or of the total value of our stock, a person that
holds shares or ADSs as part of a straddle or a
hedging or conversion transaction, a person
that purchases or sells shares or ADSs as part
of a wash sale. This section is based on the
Internal Revenue Code of 1986, as amended,
its legislative history, US Treasury Department
income tax regulations, published rulings and
court decisions, all as currently in effect, as
well as on the Convention between the US
and the UK (the Treaty). These authorities are
subject to change, possibly on a retroactive
basis. In addition, this section is based in part
upon the representations of the Depositary
and the assumption that each obligation in
the Deposit Agreement and any related
agreement will be performed in accordance
with its terms.
You are a US holder if you are a beneficial
owner of shares or ADSs and you are, for
US federal income tax purposes: a citizen or
resident of the US, a domestic corporation, an
estate whose income is subject to US federal
income tax regardless of its source, or a trust
if a US court can exercise primary supervision
over the trust’s administration and one or
more US persons are authorised to control
all substantial decisions of the trust.
If an entity or arrangement that is treated as
a partnership for US federal income tax
purposes holds the shares or ADSs, the US
federal income tax treatment of a partner will
generally depend on the status of the partner
and the tax treatment of the partnership.
You should consult your own tax adviser
regarding the US federal, state and local tax
consequences of owning and disposing
of shares and ADSs in your particular
circumstances.
In general, and taking into account the earlier
assumptions, for US federal income tax
purposes, if you hold ADRs evidencing ADSs,
you will be treated as the owner of the shares
represented by those ADRs. Exchanges
of shares for ADRs, and ADRs for shares,
generally will not be subject to US federal
income tax.
We believe that we have not been classified
as a 'passive foreign investment company' (a
PFIC) for US federal income tax purposes in
our most recently completed taxable year
and we do not expect to become a PFIC in
the current taxable year or the foreseeable
future. However, this conclusion is a factual
determination that is made annually and thus
may be subject to change. It is therefore
possible that we could become a PFIC in a
future taxable year. The discussion in this
section below assumes that we are not
classified as a PFIC for US federal income
tax purposes.
Distributions
The gross amount of any distribution we pay
out of our current or accumulated earnings
and profits (as determined for US federal
income tax purposes), other than certain
pro-rata distributions of our shares that are
generally not taxable, will be treated as a
dividend that is subject to US federal income
taxation. We do not determine our current or
accumulated earnings and profits for such
purposes and, accordingly, US holders should
expect that distributions will be reported as
dividends. If you are a non-corporate US
holder, dividends that constitute qualified
dividend income will be taxable to you at the
preferential rates applicable to long-term
capital gains provided that you hold the
shares or ADSs for more than 60 days during
the 121-day period beginning 60 days before
the ex-dividend date and meet other holding
period requirements. Dividends we pay with
UK resident shareholders that are corporation
taxpayers should note that dividends payable
on ordinary shares are generally entitled to
exemption from corporation tax provided
certain conditions are met.
Taxation of capital gains
UK resident shareholders may be liable for UK
tax on gains on the disposal of shares.
For disposals by individuals in the 2025/2026
UK tax year, a taxable capital gain accruing on
a disposal of shares will be taxed at 18% for
basic rate taxpayers, or 24% if, after all
allowable deductions, the individual’s taxable
income for the year exceeds the basic rate
income tax banding. Note, in each case, this is
following the use of any exemptions available
to the individual taxpayer such as the annual
exempt amount.
A disposal by corporation tax payers may give
rise to a chargeable gain for the purposes
of UK corporation tax, depending on the
circumstances and subject to any available
exemption or relief. Corporation tax is
charged on gains at the rate of corporation
tax applicable to that company.
Inheritance tax
Individual (UK-domiciled or otherwise)
shareholders may be liable to UK inheritance
tax on the transfer of shares or ADSs. Tax may
be charged on the amount by which the value
of the shareholder’s estate is reduced as a
result of any transfer by way of lifetime gift or
other disposal at less than full market value.
In the case of a bequest on death, tax may be
charged on the value of the shares at the date
of the shareholder’s death. If such a gift
or other disposal were subject to both UK
inheritance tax and US estate or gift tax,
the Estate and Gift Tax Convention would
generally provide for tax paid in the US to
be credited against tax payable in the UK.
Other
Information
195
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
respect to the shares or ADSs generally will
be qualified dividend income provided that
we are not a PFIC in the taxable year of the
distribution or the prior taxable year and in the
year that you receive the dividend, the shares
or ADSs are readily tradable on an established
securities market in the US or we are eligible
for the benefits of the Treaty. Our ADSs are
listed on the NYSE and we therefore expect
that dividends on the ADSs will be qualified
dividend income. In addition, we believe that
we are currently eligible for the benefits of the
Treaty and that dividends on the shares and
ADS will be qualified dividend income on that
basis, but there can be no assurance that we
will continue to be eligible for the benefits of
the Treaty. Dividends will generally be income
from sources outside the US and will generally
be ‘passive’ income for the purposes of
computing the foreign tax credit allowable
to you.
The dividend is taxable to you when you, in
the case of shares, or the Depositary, in the
case of ADSs, receive the dividend, actually
or constructively. The dividend will not be
eligible for the dividends-received deduction
generally allowed to US corporations in
respect of dividends received from other US
corporations. The amount of the dividend
distribution that you must include in your
income will be the US Dollar value of the
Pound Sterling payments made, determined at
the spot Pound Sterling/US Dollar rate on the
date the dividend is distributed, regardless of
whether the payment is in fact converted into
US Dollars. Generally, any gain or loss resulting
from currency exchange fluctuations during
the period from the date the dividend is
distributed to the date you convert the
payment into US Dollars will be treated as
ordinary income or loss and will not be eligible
for the special tax rate applicable to qualified
dividend income. The gain or loss generally
will be income or loss from sources within the
US for foreign tax credit limitation purposes.
Distributions in excess of current and
accumulated earnings and profits, as
determined for US federal income tax
purposes, will be treated as a non-taxable
return of capital to the extent of your basis in
the shares or ADSs and thereafter as capital
gain. However, we do not expect to calculate
earnings and profits in accordance with US
federal income tax principles. Accordingly, you
should expect to generally treat distributions
we make as dividends.
Sales or dispositions
If you sell or otherwise dispose of your shares
or ADSs, you will recognise a capital gain or
loss for US federal income tax purposes equal
to the difference between the US Dollar value
of the amount that you realise and your tax
basis, determined in US Dollars, in your shares
or ADSs. A capital gain of a non-corporate US
holder is generally taxed at preferential rates
where the property is held for more than one
year. The gain or loss will generally be income
or loss from sources within the US for foreign
tax credit limitation purposes. Under current
law, long-term capital gains of non-corporate
US holders are taxed at reduced rates. The
deductibility of capital losses is subject to
limitations.
Passive foreign investment company
(PFIC) classification
We believe that we have not been classified
as 'passive foreign investment company' (a
PFIC) for US federal income tax purposes
in our most recently completed taxable year
and we do not expect to become a PFIC in
the current taxable year or the foreseeable
future. However, this conclusion is a factual
determination that is made annually and thus
may be subject to change. It is therefore
possible that we could become a PFIC in
a future taxable year.
If we were to be treated as a PFIC, any gain
realised on the sale or other disposition of
your shares or ADSs would in general not be
treated as capital gain. Instead, you would
generally be treated as if you had realised any
gain and certain ‘excess distributions’ ratably
over your holding period for the shares or
ADSs. Amounts allocated to the current year
and any year before we were a PFIC would
be taxed as ordinary income and amounts
allocated to other years would be taxed at the
highest tax rate in effect for each such year,
and would be subject to an interest charge in
respect of the tax attributable to each such
year. In addition, dividends that you receive
from us would not be eligible for the
preferential tax rate if we were a PFIC (or
treated as a PFIC with respect to you) either
in the taxable year of the distribution or the
preceding taxable year, but instead would be
taxable at rates applicable to ordinary income.
Taxpayer reporting obligations
Certain US holders that hold certain ‘specified
foreign financial assets’, which include the
shares or ADSs, are required to report
information relating to such assets to the US
Internal Revenue Service (the IRS), generally
on IRS Form 8938 (Statement of Specified
Foreign Financial Assets), if the total value of
such assets exceed certain thresholds unless
those assets are held in a US financial
institution (including a non-US branch of a
US financial institution). Failure to provide
such information could result in significant
additional taxes and penalties and other
adverse tax consequences. US holders
should consult their own tax advisers
regarding this and other potential
information reporting obligations.
Reporting and backup withholding
Dividend payments with respect to ordinary
shares or ADSs and proceeds from the sale,
exchange, redemption, or other disposition
of ordinary shares or ADSs may be subject
to information reporting to the IRS. Certain
exempt recipients, including corporations, are
not subject to these information reporting
requirements but may be required to provide
documentation to establish this exemption.
Payments subject to information reporting
may be subject to backup withholding unless
the holder furnishes a correct taxpayer
identification number on a validly completed
IRS Form W-9.
Backup withholding is not an additional tax.
Amounts withheld as backup withholding may
be credited against a US holder’s US federal
income tax liability or refunded to the US
holder if in excess of such liability by filing a
timely income tax return or claim for refund
with the IRS and furnishing any required
information.
Shareholder information
continued
196
Haleon
Annual Report and Form 20-F 2025
The following exhibits are filed as part of this Annual Report on Form 20-F with the SEC and are
publicly available through the SEC’s website.
www.sec.gov
and search Haleon plc under Company Filings.
Exhibit 1
1
Articles of Association of the Company dated 31 May 2022.
Exhibit 2.1
1
Form of Deposit Agreement, among the Registrant, J.P. Morgan Chase Bank, N.A. as
Depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares issued thereunder.
Exhibit 2.2
1
Form of American Depositary Receipt representing American Depositary Shares
representing ordinary shares of the Registrant (included in Exhibit 2.1).
Exhibit 2.3
1
Indenture dated as of 24 March 2022 among Haleon US Capital LLC (formerly known as
GSK Consumer Healthcare Capital US LLC), Haleon UK Capital plc (formerly known as
GSK Consumer Healthcare Capital UK plc), GSK plc (formerly known as GlaxoSmithKline
plc) and the Registrant as guarantors and Deutsche Bank Trust Company Americas, as
trustee, registrar, paying agent, transfer agent and calculation agent.
Exhibit 2.4
Description of Securities Registered Under Section 12 of the Exchange Act.
Exhibit 4.1
1
Service Agreement between Haleon UK Services Limited (formerly known as
GlaxoSmithKline Consumer Healthcare (Overseas) Limited) and Brian McNamara dated
9 May 2022.
Exhibit 4.2
1
Service Agreement between Haleon UK Services Limited and Dawn Allen dated
23 April 2024.
Exhibit 4.3
1
Stock and Asset Purchase Agreement between Pfizer Inc., GSK plc (formerly known
as GlaxoSmithKline plc) and Haleon UK Holdings Limited (formerly known as
GlaxoSmithKline Consumer Healthcare Holdings Limited) dated as of 19 December
2018. Certain confidential information contained in this exhibit has been omitted from
this exhibit because it is both (i) not material and (ii) would likely cause competitive
harm to the Registrant if publicly disclosed.
Exhibit 4.4
1
Amendment Agreement dated as of 31 July 2019 to the Stock and Asset Purchase
Agreement by and among Pfizer Inc., GSK plc (formerly known as GlaxoSmithKline
plc), Haleon UK Holdings Limited (formerly known as GlaxoSmithKline Consumer
Healthcare Holdings Limited) and Haleon UK Holdings (No.2) Limited (formerly
known as GlaxoSmithKline Consumer Healthcare Holdings (No. 2) Limited) dated as
of 19 December 2018.
Exhibit 4.5
1
Second Amendment Agreement dated as of 1 June 2022 to the Stock and Asset
Purchase Agreement by and among Pfizer Inc., GSK plc (formerly known as
GlaxoSmithKline plc), Haleon UK Holdings Limited (formerly known as GlaxoSmithKline
Consumer Healthcare Holdings Limited) and Haleon UK Holdings (No.2) Limited
(formerly known as GlaxoSmithKline Consumer Healthcare Holdings (No. 2) Limited)
dated as of 19 December 2018. Certain confidential information contained in this
exhibit has been omitted from this exhibit because it is both (i) not material and
(ii) would likely cause competitive harm to the Registrant if publicly disclosed.
Exhibit 4.6
1
Asset Transfer Framework Agreement dated as of 1 June 2022 between GSK plc,
Haleon UK Holdings Limited (formerly known as GlaxoSmithKline Consumer Healthcare
Holdings Limited) and Haleon UK Holdings (No.2) Limited (formerly known as
GlaxoSmithKline Consumer Healthcare Holdings (No. 2) Limited). Certain confidential
information contained in this exhibit has been omitted from this exhibit because it is
both (i) not material and (ii) would likely cause competitive harm to the Registrant if
publicly disclosed.
Exhibit 4.7
1
Demerger Agreement dated as of 1 June 2022 between the Registrant and GSK plc.
Exhibit 4.8
1
Tax Covenant dated as of 1 June 2022 between GSK plc, Pfizer, Inc., Haleon UK
Holdings Limited (formerly known as GlaxoSmithKline Consumer Healthcare Holdings
Limited), Haleon UK Holdings (No.2) Limited (formerly known as GlaxoSmithKline
Consumer Healthcare Holdings (No.2) Limited) and the Registrant. Certain confidential
information contained in this exhibit has been omitted from this exhibit because it is
both (i) not material and (ii) would likely cause competitive harm to the Registrant if
publicly disclosed.
Exhibit 4.9
1
Separation Co-operation and Implementation Agreement dated as of 1 June 2022
between GSK plc, Pfizer Inc., the Registrant, Haleon UK Holdings (No.2) Limited
(formerly known as GlaxoSmithKline Consumer Healthcare Holdings (No. 2) Limited),
Haleon UK Holdings Limited (formerly known as GlaxoSmithKline Consumer Healthcare
Holdings Limited), Anacor Pharmaceuticals, Inc. and PF Consumer Healthcare Holdings
LLC2. Certain confidential information contained in this exhibit has been omitted from
this exhibit because it is both (i) not material and (ii) would likely cause competitive
harm to the Registrant if publicly disclosed.
Exhibit 4.10
1
Exchange Agreement dated as of 1 June 2022 between Pfizer Inc., Anacor
Pharmaceuticals, Inc. and the Registrant.
Exhibit 4.11
1
Transition Services Agreement dated as of 1 June 2022 between GlaxoSmithKline
Services Unlimited, GlaxoSmithKline LLC, Haleon UK Services Limited (formerly known
as GlaxoSmithKline Consumer Healthcare (Overseas) Limited) and Haleon US Holdings
LLC (formerly known as GlaxoSmithKline Consumer Healthcare Holdings (US) LLC).
Certain confidential information contained in this exhibit has been omitted from this
exhibit because it is both (i) not material and (ii) would likely cause competitive harm to
the Registrant if publicly disclosed.
Exhibit 4.12
1
Registration Rights Agreement dated as of 1 June 2022 between the Registrant,
Pfizer Inc., GSK plc, GSK (No.1) Scottish Limited Partnership, GSK (No.2) Scottish Limited
Partnership and GSK (No.3) Scottish Limited Partnership.
Exhibit 4.13
1
Rules of the Haleon plc Share Value Plan 2023.
Exhibit 4.14
1
Rules of the Haleon plc Performance Share Plan 2023.
Exhibit 4.15
1
Rules of the Deferred Annual Bonus Plan 2023.
Exhibit 8
List of subsidiaries of Haleon plc as at 31 December 2025 (can be found on pages 163
to 168).
Exhibit 11
Insider Trading Policy, the Haleon plc Share Dealing Code.
Exhibit 12.1
Certification of Brian McNamara filed pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934.
Exhibits
Other
Information
197
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Exhibit 12.2
Certification of Dawn Allen filed pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934.
Exhibit 13.1
Certification of Brian McNamara and Dawn Allen furnished pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 15.1
Consent of KPMG LLP.
Exhibit 17
List of Subsidiary Issuers of Guaranteed Securities.
Exhibit 97
Compensation recovery policy.
Exhibit 101.
INS
Inline XBRL Instance Document.
Exhibit 101.
SCH
XBRL Taxonomy Extension Schema.
Exhibit 101.
CAL
XBRL Taxonomy Extension Schema Calculation Linkbase.
Exhibit 101.
DEF
XBRL Taxonomy Extension Schema Definition Linkbase.
Exhibit 101.
LAB
XBRL Taxonomy Extension Schema Label Linkbase.
Exhibit 101.
PRE
XBRL Taxonomy Extension Schema Presentation Linkbase.
Exhibit 104
Cover Page Interactive Data File – (formatted as Inline XBRL and contained in Exhibit 101)
1.
Incorporated by reference.
2.
This entity was dissolved on 28 December 2022.
Exhibits
continued
198
Haleon
Annual Report and Form 20-F 2025
Item
Form 20-F caption
Location
Page
1
Identity of Directors, senior
management and advisers
Not applicable
2
Offer statistics and expected
timetable
Not applicable
3
Key information
3A (Reserved)
Not applicable
3B Capitalisation and indebtedness
Not applicable
3C Reason for the offer and use of
proceeds
Not applicable
3D Risk factors
Group information: Risk factors
181
4
Information on the company
4A History and development of the
company
Consolidated Financial Statements: Note 1
General information
127
Group information: History and
development of the Group
179
Useful information: Investor information –
Website and electronic communication
212
4B Business overview
Haleon at a glance and 2025 highlights
1, 2
Consolidated Financial Statements: Note 1
General information
127
Consolidated Financial Statements:
Note 4 Segment information
130
Group information: Risk factors
181
Group information: Impact of regulation
192
4C Organisational structure
Consolidated Financial Statements:
Note 29 Subsidiaries
163
Group information: History and
development of the Group
179
4D Property, plant and equipment
Strategic Report: 2025 Finance review
43
Consolidated Financial Statements:
Note 12 Property, plant and equipment
136
Directors’ Report: Streamlined energy and
carbon reporting
177
Group information: Property, plant and
equipment
180
4A
Unresolved staff comments
Not applicable
Item
Form 20-F caption
Location
Page
5
Operating and financial review and prospects
5A Operating results
Strategic Report: Our categories
9
Strategic Report: Our key performance
indicators
40
Strategic Report: 2025 Finance review
42
Strategic Report: Viability statement
58
Consolidated Financial Statements: Note 1
General information – ‘Foreign Currencies’
128
Consolidated Financial Statements:
Note 2 Accounting policies
129
Consolidated Financial Statements:
Note 25 Capital and financial risk
management – ‘Net investment hedges’,
‘Foreign exchange risk management’ and
‘Foreign exchange sensitivity’
153
Group information: Risk factors – Risks
relating to changes in law and the political
and economic environment, regulation
and legislation
186
5B Liquidity and capital resources
Strategic Report: 2025 Finance review –
‘indebtedness, liquidity and financial risk
management’
49
Other information: Use of non-IFRS
measures
205
Strategic Report: Viability statement
58
Consolidated Financial Statements:
Note 8 Net finance costs
133
Consolidated Financial Statements:
Note 16 Trade and other receivables
142
Consolidated Financial Statements:
Note 17 Cash and cash equivalents
143
Consolidated Financial Statements:
Note 19 Borrowings
144
Consolidated Financial Statements:
Note 22 Contingent liabilities and
commitments
150
Consolidated Financial Statements:
Note 25 Capital and financial risk
management
153
Form 20-F
cross reference
Other
Information
199
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Item
Form 20-F caption
Location
Page
6D Employees
Consolidated Financial Statements: Note 7
Employees and remuneration of key
management personnel
133
6E Share ownership
Corporate Governance: Directors’
Remuneration Report – Annual Report on
Remuneration
93
Consolidated Financial Statements:
Note 26 Employee share schemes
161
Group information: Directors’ and
Executive Team shareholdings
180
6F Disclosure of a registrant’s action
to recover erroneously awarded
compensation
Not applicable
7
Major shareholders and related party transactions
7A Major shareholders
Directors’ Report: Significant shareholders
176
Shareholder information: Shareholder
profiles
194
7B Related party transactions
Consolidated Financial Statements:
Note 24 Related party transactions
152
Group information: Material contracts
192
7C Interests of experts and counsel
Not applicable
8
Financial information
8A Consolidated statements and other
financial information
Other information: Use of non-IFRS
measures
205
Consolidated Financial Statements
121
Report of independent registered public
accounting firm
119
Directors’ Report: Dividends and dividend
policy
175
8B Significant changes
Consolidated Financial Statements: Post
balance sheet events
163
9
The offer and listing
9A Offer and listing details
Useful information: Trading markets
212
9B Plan of distribution
Not applicable
9C Markets
Useful information: Trading markets
212
9D Selling shareholders
Not applicable
9E Dilution
Not applicable
9F Expenses of the issue
Not applicable
Item
Form 20-F caption
Location
Page
5C Research and development, patents
and licenses, etc.
Strategic Report: 2025 Finance review
42
Strategic Report: Our categories
9
Consolidated Financial Statements:
Consolidated income statement
121
Consolidated Financial Statements: Note
14 Intangible assets
138
5D Trend information
Strategic Report: 2025 Finance review
42
5E Critical accounting estimates
Consolidated Financial Statements: Note
3 Critical accounting judgements and key
sources of estimation uncertainty
130
Non-GAAP financial measures
Strategic Report: 2025 Finance review
43
Other information: Use of non-IFRS
measures
205
6
Directors, senior management and employees
6A Directors and senior management
Corporate Governance: Our Board of
Directors
60
Corporate Governance: Our Executive
Team
62
Directors’ Report: Significant shareholders
176
6B Compensation
Corporate Governance: Directors’
Remuneration Report
78
Consolidated Financial Statements:
Note 7 Employees and remuneration of
key management personnel
133
Consolidated Financial Statements:
Note 20 Pensions and other post-
employment benefits
146
6C Board practices
Corporate Governance: Our Board of
Directors
60
Corporate Governance: Our Executive
Team
62
Corporate Governance: Governance
structure
64
Corporate Governance: Audit & Risk
Committee Report
70
Corporate Governance: Environmental &
Social Sustainability Committee Report
74
Corporate Governance: Nominations &
Governance Committee Report
76
Form 20-F cross reference
continued
200
Haleon
Annual Report and Form 20-F 2025
Item
Form 20-F caption
Location
Page
10
Additional information
10A Share capital
Not applicable
10B Memorandum and articles of
association
Group information: Articles of Association
191
Other information: Exhibit 1
197
10C Material contracts
Group information: Material contracts
192
10D Exchange controls
Group information: Exchange controls and
restrictions on payment of dividends
192
10E Taxation
Shareholder information: Tax information
for shareholders
194
10F Dividends and paying agents
Not applicable
10G Statement by experts
Not applicable
10H Documents on display
Useful information: Investor information –
AGM and documents on display
212
10I Subsidiary information
Not applicable
10J Annual Report to security holders
Not applicable
11
Quantitative and qualitative
disclosures about market risk
Consolidated Financial Statements: Note
25 Capital and financial risk management
153
12
Description of securities other than equity securities
12A Debt securities
Not applicable
12B Warrants and rights
Not applicable
12C Other securities
Not applicable
12D American depositary shares
Group information: Fees and charges
payable by ADR holders
190
13
Defaults, dividend arrearages and
delinquencies
Not applicable
14
Material modifications to the rights of
security holders and use of proceeds
Not applicable
15
Controls and procedures
15A Disclosure controls and
procedures
Group information: Disclosure controls
and procedures
180
15B Management’s annual report on
internal control over financial reporting
Group information: Management’s report
on internal control over financial reporting
180
15C Attestation report of the registered
public accounting firm
Report of independent registered public
accounting firm
119
15D Changes in internal control over
financial reporting
Not applicable
Item
Form 20-F caption
Location
Page
16
(Reserved)
16A
Audit committee financial expert
Governance: Audit & Risk Committee
Report
70
Shareholder information: Summary
of significant corporate governance
differences from NYSE listing standards –
Committees
193
16B
Code of ethics
Directors’ Report: Code of Conduct
175
16C
Principal accountant fees and services
Corporate Governance: Audit & Risk
Committee Report – External audit
72
Corporate Governance: Audit & Risk
Committee Report – Non-audit services
73
Group Financial Statements: Note 6
Operating profit
132
16D
Exemptions from the listing standards
for audit committees
Not applicable
16E
Purchases of equity securities by the
issuer and affiliated purchasers
Shareholder information: Purchases of
equity securities by the Company and
affiliated purchasers
193
16F
Change in registrant’s certifying
accountant
Not applicable
16G
Corporate governance
Shareholder information: Summary
of significant corporate governance
differences from NYSE listing standards
193
16H
Mine safety disclosure
Not applicable
16I
Disclosure regarding foreign
jurisdictions that prevent inspections
Not applicable
16J
Insider trading policies
Directors’ Report: Code of Conduct
175
Other information: Exhibit 11
197
16K
Cybersecurity
Strategic Report: Our culture and people
38
Strategic Report: Our approach to risk
55
Governance Report: Audit & Risk
Committee Report
71
Group information: Risk factors
181
17
Financial statements
Not applicable
18
Financial statements
Consolidated Financial Statements
121
19
Exhibits
Other information: Exhibits
197
Other
Information
201
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Content index
Page reference
Governance
TCFD
a.
Describe the board’s oversight of climate-related
risks and opportunities.
Governance
Page 19
b.
Describe management’s role in assessing and
managing climate-related risks and opportunities.
Governance, ESS
Committee Report
Pages 19,
74–75
TNFD
a.
Describe the board’s oversight of nature-related
dependencies, impacts, risks and opportunities.
Governance
Page 19
b.
Describe management’s role in assessing and
managing nature-related dependencies, impacts,
risks and opportunities.
Governance
Human Rights section
of our website
Page 19
www.haleon.com/
who-we-are/
Governance/
codes-policies-
and-standards
Strategy
TCFD
a.
Describe the climate-related risks and
opportunities the organisation has identified over
the short, medium, and long term.
Climate impacts risks
and opportunities
Pages 20–26
b.
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy, and financial planning.
Climate impacts risks
and opportunities
Pages 20–26
c.
Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario.
Climate impacts risks
and opportunities
Pages 20-26
TNFD
a.
Describe the nature-related dependencies,
impacts, risks and opportunities the organisation
has identified over the short, medium, and
long term.
Nature
dependencies,
impacts, risks and
opportunities
Pages 27–30
b.
Describe the effect nature-related risks and
opportunities have had and may have on the
organisation’s businesses, strategy, and
financial planning.
Nature
dependencies,
impacts, risks and
opportunities
Pages 27–30
Climate and nature-related disclosures
cross reference
Page reference
c.
Describe the resilience of the organisation’s
strategy to nature-related risks and opportunities,
taking into consideration different scenarios.
Nature
dependencies,
impacts, risks and
opportunities
Pages 27-30
d.
Disclose the locations where there are assets and/
or activities in the organisation's direct operations,
and upstream and/or downstream and/or
financed where relevant, that are in priority areas
Nature
dependencies,
impacts, risks and
opportunities
Pages 27–30
Risk management
TCFD
a.
Describe the organisation’s processes for
identifying and assessing climate-related risks.
Risk
Pages 19–20
b.
Describe the organisation’s processes for
managing climate-related risks.
Risk
Pages 19–20
c.
Describe how processes for identifying, assessing,
and managing climate-related risks are integrated
into the organisation’s overall risk management.
Risk
Pages 19–20
TNFD
a.
(i) Describe the organisation’s processes for
identifying and assessing nature-related
dependencies, impacts, risks and opportunities
in its direct operations.
Risk
Nature
dependencies,
impacts, risks and
opportunities
Pages 19–20,
27
a.
(ii) Describe the organisation’s approach to
identifying nature-related dependencies, impacts,
risks and opportunities in its upstream and
downstream value chain(s) and financed activities
and assets
Risk
Nature
dependencies,
impacts, risks and
opportunities
Pages 19–20,
27
b.
Describe the organisation’s processes for
managing nature-related dependencies, impacts,
risks and opportunities and actions taken in light
of these processes.
Risk
Nature
dependencies,
impacts, risks and
opportunities
Pages 27–30
c.
Describe how processes for identifying, assessing
and managing nature-related risks are integrated
into the organisation’s overall risk management.
Risk
Pages 19–20
202
Haleon
Annual Report and Form 20-F 2025
Page reference
d.
Describe how affected stakeholders are engaged
by the organisation in its assessment of, and
response to, nature-related dependencies,
impacts, risks and opportunities.
Risk
Nature
dependencies,
impacts, risks and
opportunities
Page 15
Metrics & targets
TCFD
a.
Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in
line with its strategy and risk management process
Progress table
Page 15
b.
Disclose Scope 1, Scope 2 and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions and the
related risks.
Progress table
Climate Impacts,
Risks and
Opportunities
Pages 15, 17,
20
c.
Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets.
Progress table
Page 15
TNFD
a.
Disclose the metrics used by the organisation to
assess and manage material nature-related risks
and opportunities in line with its strategy and risk
management process.
Progress table
Nature
dependencies,
impacts, risks and
opportunities
Pages 15,
27–30
b.
Disclose the metrics used by the organisation to
assess and manage dependencies and impacts
on nature.
Progress table
Nature
dependencies,
impacts, risks and
opportunities
Pages 15,
27–30
c.
Describe the targets and goals used by the
organisation to manage nature-related
dependencies, impacts, risks and opportunities
and its performance against these.
Progress table
Page 15
Other
Information
203
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Forward-looking
statements
This Annual Report and Form 20-F contains
certain statements that are, or may be deemed
to be, ‘forward-looking statements’ (including
for purposes of the safe harbor provisions
for forward-looking statements contained in
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act
of 1934). Forward-looking statements give
Haleon’s current expectations and projections
about future events, including strategic
initiatives and future financial condition and
performance, and so Haleon’s actual results
may differ materially from what is expressed
or implied by such forward-looking
statements. Forward-looking statements
sometimes use words such as ‘expects’,
‘anticipates’, ‘believes’, ‘targets’, ‘plans’,
‘intends’, ‘aims’, ‘projects’, ‘indicates’, ‘may’,
‘might’, ‘will’, ‘should’, ‘potential’, ‘could’ and
words of similar meaning (or the negative
thereof).
All statements, other than statements of
historical facts, included in this Report are
forward-looking statements. Such forward-
looking statements include, but are not limited
to, statements relating to future actions,
prospective products or product approvals,
delivery on strategic initiatives (including but
not limited to acquisitions and dispositions,
realisations of efficiencies and responsible
business goals), future performance or results
of current and anticipated products, sales
efforts, expenses, expectations with respect
to the markets in which we operate, the
outcome of contingencies such as legal
proceedings, dividend payments and
financial results.
Any forward-looking statements made by
or on behalf of Haleon speak only as of the
date they are made and are based upon the
knowledge and information available to
Haleon on the date of this Annual Report and
Form 20-F. These forward-looking statements
and views may be based on a number of
assumptions and, by their nature, involve
known and unknown risks, uncertainties and
other factors because they relate to events
and depend on circumstances that may or
may not occur in the future and/or are
beyond Haleon’s control or precise estimate.
Such risks, uncertainties and other factors
that could cause Haleon’s actual results,
performance or achievements to differ
materially from those in the forward-looking
statements include, but are not limited to: the
Group operates in a highly competitive market;
the Group’s ability to execute and achieve its
marketing and sales strategy and objectives is
subject to challenges; the Group’s business
results are impacted by the Group’s ability
to manage disruptions in the Group’s global
supply chain; increasing dependence on key
retail customers, changes in the policies of the
Group’s retail customers, the emergence of
alternative retail channels and the rapidly
changing retail landscape; the Group may not
be able to develop and commercialise new
products effectively; failure to retain key talent
or attract new talent; damage to the Group’s
reputation; failure to respond effectively to
the challenges raised by climate change and
other sustainability and ESG matters; the
Group may not be able to sufficiently protect
its intellectual property rights or avoid claims
of infringement on the intellectual property
rights of others; the Group may incur liabilities
or be forced to recall products as a result of
real or perceived product quality or other
product-related issues; a cyber-security
incident, data breach or a failure of a key
information technology system; the Group
relies on third parties in many aspects of its
business; the Group may not successfully
acquire and integrate other businesses, license
rights to technologies or products, form and
manage alliances, or divest businesses; risks
relating to the Group’s leverage and debt
service obligations; goodwill and indefinite life
intangible assets are a material component of
the Group’s balance sheet and may be subject
to impairments; the Group’s business is subject
to legal and regulatory risks in all the markets
in which it operates; the Group faces risks
relating to the regulation and perception
of the ingredients it uses in its products;
the Group’s business is subject to market
fluctuations and general economic conditions,
including inflationary pressures and increases
in interest rates; risks related to litigation,
disputes and regulatory investigations; the
Group faces risks associated with significant
international operations; volatility in material
and other costs could materially and adversely
impact the Group’s profitability; the Group’s
business may be impacted by the effects of
regional and local conflicts; failure to comply
with regulation regarding the use of personal
data; the Group is exposed to risks relating to
fluctuations in currency exchange rates and
related hedging activities; determinations
made by the Group with respect to the
application of tax law may result in challenges
from or disputes with tax authorities which
result in the payment of additional amounts
for tax; changes in the tax systems of the
countries in which the Group operates
could adversely affect the Group’s financial
condition and results of operations; and the
Group has indemnification obligations in
favour of the GSK Group and the Pfizer Group,
which could be significant. See also our
principal risks on pages 53 to 56 and risk
factors on pages 181 to 189 of this Annual
Report and Form 20-F. Forward-looking
statements should, therefore, be construed in
light of such risk factors and undue reliance
should not be placed on forward-looking
statements.
Subject to our obligations under English and
US law in relation to disclosure and ongoing
information (including under the Market Abuse
Regulations, the UK Listing Rules and the
Disclosure and Transparency Rules of the
Financial Conduct Authority), we undertake
no obligation to update publicly or revise any
forward-looking statements, whether as a
result of new information, future events or
otherwise. You should, however, consult any
additional disclosures that Haleon may make
in any documents which it publishes and/or
files with the SEC and take note of these
disclosures, wherever you are located.
No statement in this document is or is
intended to be a profit forecast or profit
estimate.
204
Haleon
Annual Report and Form 20-F 2025
Use of
non-IFRS measures
We use certain alternative
performance measures to make
financial, operating, and planning
decisions and to evaluate and
report performance.
We believe these measures provide useful
information to investors and where clearly
identified, we have included certain
alternative performance measures in this
document to allow investors to better analyse
our business performance and allow greater
comparability. To do so, we have excluded
items affecting the comparability of period-
over-period financial performance. Adjusted
results and other non-IFRS measures may
be considered in addition to, but not as a
substitute for or superior to, information
presented in accordance with IFRS and may
not be directly comparable with similar
measures used by other companies.
Additionally, we are unable to present
reconciliations of forward-looking information
for non-IFRS measures because we are unable
to forecast accurately certain adjusting items
required to present a meaningful comparable
IFRS forward-looking financial measure.
Adjusted results
Adjusted results comprise: adjusted gross
profit; adjusted gross profit margin; adjusted
selling, general and administration (SG&A);
adjusted research and development (R&D);
adjusted other operating income/(expense);
adjusted operating profit; adjusted operating
profit margin; adjusted income tax; adjusted
effective tax rate; adjusted profit attributable
to shareholders; and adjusted diluted earnings
per share.
Adjusted results exclude net amortisation and
impairment of intangible assets, restructuring
costs, transaction-related costs, separation and
admission costs, and disposals and others, in
each case net of the impact of taxes (where
applicable) (collectively, the adjusting items).
Management believes that adjusted results,
when considered together with the Group’s
operating results as reported under IFRS,
provide investors, analysts and other
stakeholders with helpful complementary
information to understand the financial
performance and position of the Group from
period to period and allow the Group’s
performance to be more easily comparable.
Adjusting items
Adjusted results exclude the following items
(net of the impact of taxes, where applicable):
Net amortisation and impairment of
intangible assets
Net impairment of intangibles, impairment
of goodwill and amortisation of acquired
intangible assets, excluding computer
software. These adjustments are made to
reflect the performance of the business
excluding the effect of acquisitions.
Restructuring costs
From time to time, the Group may undertake
business restructuring programmes that are
structural in nature and significant in scale.
The cost associated with such programmes
includes severance and other personnel costs,
professional fees, impairments of assets,
and other related items.
Transaction-related costs
Transaction-related accounting or other
adjustments relate to significant acquisitions
including deal costs and other pre-acquisition
costs when there is certainty that an
acquisition will complete. It also includes
costs of registering and issuing debt and
equity securities and the effect of inventory
revaluations on acquisitions.
Separation and admission costs
Costs incurred in relation to and in connection
with separation, UK admission and registration
of the Company’s ordinary shares represented
by the Company’s American Depositary Shares
(ADSs) under the Exchange Act and listing of
ADSs on the NYSE (the US Listing). These costs
are not directly attributable to the sale of the
Group’s products and specifically relate to the
foregoing activities, affecting comparability of
the Group’s financial results in historical and
future reporting periods.
Disposals and others
Includes gains and losses on disposals of
assets, businesses and tax indemnities related
to business combinations, legal settlement
and judgements, impact of changes in tax
rates and tax laws on deferred tax assets and
liabilities, retained or uninsured losses related
to acts of terrorism, significant product recalls,
natural disasters and other items.
These gains and losses are not directly
attributable to the sale of the Group’s
products and vary from period to period,
which affects comparability of the Group’s
financial results. In addition, these gains and
losses include net monetary gains and losses
arising from hyperinflationary economies as
this affects comparability of the Group’s
financial results. From period to period, the
Group will also need to apply judgement if
items of a unique nature arise that are not
specifically listed above.
Other
Information
205
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
The following tables set out a reconciliation between IFRS and adjusted results for the years
ended 31 December 2025, 31 December 2024 and 31 December 2023:
£m
Gross profit
3
Operating profit
4
Income tax
5
2025
2024
2023
2025
2024
2023
2025
2024
2023
IFRS results
7,080
6,824
6,747
2,412
2,206
1,996
(472)
(435)
(517)
Net amortisation and
impairment of intangible
assets
1
58
147
224
60
147
224
(12)
(35)
(53)
Restructuring costs
2
55
123
26
89
214
169
(20)
(49)
(35)
Transaction-related costs
—
—
—
—
(1)
2
—
1
—
Separation and admission
costs
—
1
4
—
30
120
—
(7)
(29)
Disposals and others
—
4
—
(35)
(96)
38
(50)
(2)
122
Adjusted results
7,193
7,099
7,001
2,526
2,500
2,549
(554)
(527)
(512)
£m
Selling, general and
administration
Research and
development
Other operating income/
(expense)
2025
2024
2023
2025
2024
2023
2025
2024
2023
IFRS results
(4,364)
(4,452)
(4,413)
(316)
(298)
(311)
12
132
(27)
Net amortisation and
impairment of intangible
assets
2
—
—
—
—
—
—
—
—
Restructuring costs
33
90
129
1
1
14
—
—
—
Transaction-related costs
—
—
2
—
—
—
—
(1)
—
Separation and admission
costs
—
29
116
—
—
—
—
—
—
Disposals and others
(23)
31
6
—
—
—
(12)
(131)
32
Adjusted results
(4,352)
(4,302)
(4,160)
(315)
(297)
(297)
—
—
5
£m
Profit attributable to
shareholders
Diluted earnings per share
(pence)
2025
2024
2023
2025
2024
2023
IFRS results
1,667
1,442
1,049
18.5
15.7
11.3
Net amortisation and impairment of intangible assets
48
112
171
0.5
1.2
1.8
Restructuring costs
69
165
134
0.8
1.8
1.4
Transaction-related costs
—
—
2
—
—
—
Separation and admission costs
—
23
91
—
0.3
1.1
Disposals and others
(87)
(104)
160
(1.0)
(1.1)
1.7
Adjusted results
1,697
1,638
1,607
18.8
17.9
17.3
1.
Net amortisation and impairment of intangible assets:
includes a £51m (2024: £24m) amortisation charge for intangible
assets excluding computer software, of which £28m relates to the Nexium brand following its reclassification during the year
from an indefinite life to a definite life brand. The 2025 charge also includes a £9m impairment of intangible assets (2024:
£135m, Nexium impairment and £(15)m, impairment reversal related to the ChapStick divestment).
2.
Restructuring costs:
includes £41m related to closure of two manufacturing sites with the remainder related to additional
business transformation activities.
3.
Gross profit margin
for 2025 was 64.2% (2024: 60.7%, 2023: 59.7%).
Adjusted gross profit margin
for 2025 was 65.2%
(2024: 63.2%, 2023: 61.9%) and 65.4% at constant currency (20bps effect of exchange rates).
4.
Operating profit margin
for 2025 was 21.9% (2024: 19.6%, 2023: 17.7%).
Adjusted operating profit margin
for 2025 was
22.9% (2024: 22.3%, 2023: 22.6%), see table below.
5.
Effective tax rate
for 2025 was 21.9% (2024: 22.8%, 2023: 31.8%).
Adjusted effective tax rate
for 2025 was 24.5% (2024:
24.0%, 2023: 23.5%).
Adjusted operating profit margin by geographical segment for the year ended
31 December
Adjusted operating
profit margin (%)
YoY change
YoY Organic
change
FX impact
Net M&A
impact
2025
2024
2025
North America
24.5%
24.7%
(20)bps
50bps
(30)bps
(40)bps
EMEA & LatAm
23.7%
22.8%
90bps
230bps
(30)bps
(110)bps
APAC
21.5%
21.1%
40bps
150bps
(70)bps
(40)bps
Group
22.9%
22.3%
60bps
160bps
(30)bps
(70)bps
Use of non-IFRS measures
continued
206
Haleon
Annual Report and Form 20-F 2025
Constant currency
The Group’s reporting currency is Pound
Sterling, but the Group’s significant
international operations give rise to
fluctuations in foreign exchange rates. To
neutralise foreign exchange impact and to
better illustrate the change in results from
one year to the next, the Group discusses its
results both on an ‘as reported basis’ or using
actual exchange rates (AER) (local currency
results translated into Pound Sterling at the
prevailing foreign exchange rate) and using
constant currency exchange rates (CER). To
calculate results on a constant currency basis,
prior year average exchange rates are used to
restate current year comparatives except for
the local currency of entities that operate in
hyperinflationary economies. These currencies
are translated into Pound Sterling using the
prior year closing exchange rate. The principal
currencies and relevant exchange rates in the
key markets where the Group operates are
shown below.
Average rates:
2025
2024
2023
USD/£
1.31
1.28
1.24
Euro/£
1.17
1.18
1.15
CNY/£
9.44
9.19
8.81
Organic revenue growth and organic
operating profit growth
Our organic growth measures take our adjusted
results and further exclude the impact of
divestments, acquisitions, manufacture
and supply agreements (MSAs) relating to
divestments and closure of production sites,
the impact of foreign currency exchange
movements and price growth in excess of 26%
in hyperinflationary economies from one
period to the next. Inflation of 26% per year
compounded over three years is one of the key
indicators within IAS 29 to assess whether an
economy is deemed to be hyperinflationary.
The Group believes discussing organic revenue
growth and organic operating profit growth
contributes to the understanding of the
Group’s performance and trends because
it allows for a year-on-year comparison of
revenue and operating profit in a meaningful
and consistent manner.
Organic measures are calculated period to
period as follows, using prior year average
exchange rates to restate current year
comparatives except for the local currency
of entities that operate in hyperinflationary
economies. These currencies are translated
into Pound Sterling using the prior year closing
exchange rate.
Current year organic measures exclude revenue
and operating profit from brands or businesses
acquired in the current accounting period.
Current year organic measures exclude
revenue and operating profit attributable to
brands or businesses acquired in the prior
year from 1 January to the corresponding date
of completion of the acquisition in current
accounting period.
Prior year organic measures exclude revenue
and operating profit in respect of brands or
businesses divested or closed in the current
accounting period from 12 months prior to the
completion of the disposal or closure until the
end of the prior accounting period.
Prior year organic measures exclude revenue
and operating profit in respect of brands or
businesses divested or closed in the previous
accounting period in full.
Prior year and current year organic measures
exclude revenue and operating profit
attributable to MSAs relating to divestments
and closure of production sites taking place in
either the current or prior year, each an organic
adjustment. These adjustments are made
because these agreements are transitional in
nature and, with respect to production site
closures, include a ramp-down period in which
revenue and operating profit attributable
to MSAs gradually reduces several months
before the production site closes.
To calculate organic growth for the period,
organic measures for the prior year are
subtracted from organic measures in the
current year and divided by organic measures
in the prior year.
Organic revenue growth by individual
geographical segment is further discussed by
price and volume/mix changes, which are
defined as follows:
Price:
defined as the variation in revenue
attributable to changes in prices during
the period. Price excludes the impact to
organic revenue growth due to (i) the
volume of products sold during the period
and (ii) the composition of products sold
during the period. Price is calculated as
current year net price minus prior year
net price multiplied by current year volume.
Net price is the sales price, after deduction of
any trade, cash or volume discounts that can
be reliably estimated at point of sale. Value
added tax and other sales taxes are excluded
from the net price. In determining changes in
price, we exclude the impact of price growth
in excess of 26% per year in hyperinflationary
economies as explained above.
Volume/mix:
defined as the variation in
revenue attributable to changes in volumes and
composition of products sold in the period.
The following tables reconcile reported
revenue growth and reported operating profit
growth to organic revenue growth and organic
operating profit growth, respectively, for the
periods presented.
Other
Information
207
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Geographical segments
2025 vs 2024 (%)
North
America
EMEA &
LatAm
APAC
Total
Revenue growth
(4.4)
(0.8)
0.5
(1.8)
Organic adjustments
1.0
3.2
1.4
2.0
Effect of exchange rates
3.0
2.3
3.3
2.8
Organic revenue growth
(0.4)
4.7
5.2
3.0
Price
1.0
4.2
1.0
2.3
Volume/mix
(1.4)
0.5
4.2
0.7
2025 vs 2024 (%)
North
America
EMEA &
LatAm
APAC
Corporate
and other
unallocated
Total
Operating profit growth
—
—
—
—
9.3
Adjusting items
—
—
—
—
(61.2)
Adjusted operating profit growth
(5.3)
3.4
2.6
31.2
1.0
Effect of exchange rates
4.4
3.5
6.7
(22.6)
3.8
Adjusted operating profit growth (CER)
(0.9)
6.9
9.3
8.6
4.8
Organic adjustments
2.8
9.0
3.8
0.4
5.7
Organic operating profit growth
1.9
15.9
13.1
9.0
10.5
2024 vs 2023 (%)
North
America
EMEA &
LatAm
APAC
Total
Revenue growth
(3.6)
1.9
(0.1)
(0.6)
Organic adjustments
1.9
2.2
1.2
1.9
Effect of exchange rates
2.8
3.8
4.9
3.7
Organic revenue growth
1.1
7.9
6.0
5.0
Price
2.3
5.9
1.9
3.7
Volume/mix
(1.2)
2.0
4.1
1.3
2024 vs 2023 (%)
North
America
EMEA &
LatAm
APAC
Corporate
and other
unallocated
Total
Operating profit growth
—
—
—
—
10.5
Adjusting items
—
—
—
—
(46.8)
Adjusted operating profit growth
(9.7)
4.4
(0.4)
14.7
(1.9)
Effect of exchange rates
3.4
9.0
9.1
(10.1)
6.5
Adjusted operating profit growth (CER)
(6.3)
13.4
8.7
4.6
4.6
Organic adjustments
4.2
6.8
3.9
(1.9)
5.2
Organic operating profit growth
(2.1)
20.2
12.6
2.7
9.8
2023 vs 2022 (%)
North
America
EMEA &
LatAm
APAC
Total
Revenue growth
1.9
6.4
3.6
4.1
Organic adjustments
—
0.2
—
0.1
Effect of exchange rates
0.8
6.0
5.4
3.8
Organic revenue growth
2.7
12.6
9.0
8.0
Price
3.6
12.8
2.7
7.0
Volume/mix
(0.9)
(0.2)
6.3
1.0
2023 vs 2022 (%)
North
America
EMEA &
LatAm
APAC
Corporate
and other
unallocated
Total
Operating profit growth
—
—
—
—
9.4
Adjusting items
—
—
—
—
(14.5)
Adjusted operating profit growth
3.5
3.4
6.9
34.6
3.1
Effect of exchange rates
1.2
9.2
10.9
(28.5)
7.3
Adjusted operating profit growth (CER)
4.7
12.6
17.8
6.1
10.4
Organic adjustments
0.1
0.8
(0.2)
—
0.4
Organic operating profit growth
4.8
13.4
17.6
6.1
10.8
Use of non-IFRS measures
continued
208
Haleon
Annual Report and Form 20-F 2025
Market categories
2025 vs 2024 (%)
1
Oral Health
VMS
Pain Relief
Respiratory
Health
Digestive
Health
Therapeutic
Skin Health
and Other
Total
Revenue growth
4.5
(0.6)
—
(11.7)
(4.1)
(9.8)
(1.8)
Organic adjustments
—
—
—
8.1
0.2
8.7
2.0
Effect of exchange rates
3.4
2.5
2.3
1.7
4.4
3.1
2.8
Organic revenue growth
7.9
1.9
2.3
(1.9)
0.5
2.0
3.0
1.
Following the change in product category structure announced on 1 May 2025, 2024 figures have been restated.
2024 vs 2023 (%)
1
Oral Health
VMS
Pain Relief
Respiratory
Health
Digestive
Health
Therapeutic
Skin Health
and Other
Total
Revenue growth
5.6
3.4
(3.3)
(5.4)
1.7
(17.5)
(0.6)
Organic adjustments
—
—
—
2.6
0.5
24.5
1.9
Effect of exchange rates
4.0
4.2
3.4
3.8
3.3
2.8
3.7
Organic revenue growth
9.6
7.6
0.1
1.0
5.5
9.8
5.0
1.
Following the change in product category structure announced on 1 May 2025, the 2023 and 2024 figures have been
restated.
2023 vs 2022 (%)
1
Oral Health
VMS
Pain Relief
Respiratory
Health
Digestive
Health
Therapeutic
Skin Health
and Other
Total
Revenue growth
6.1
(2.1)
4.0
8.2
1.9
1.5
4.1
Organic adjustments
—
—
0.2
—
—
1.7
0.1
Effect of exchange rates
4.5
3.0
3.2
3.5
3.9
5.6
3.8
Organic revenue growth
10.6
0.9
7.4
11.7
5.8
8.8
8.0
1.
Following the change in product category structure announced on 1 May 2025, the 2022 and 2023 figures have been
restated.
2025
2024
2023
Gross profit growth
3.8%
1.1%
2.6%
Adjusted gross profit growth
1.3%
1.4%
3.4%
Effect of exchange rates
3.1%
4.7%
3.9%
Adjusted gross profit growth (CER)
4.4%
6.1%
7.3%
Adjusted EBITDA
Adjusted EBITDA is calculated as profit after tax excluding income tax, finance income, finance
expense, net monetary gains/losses arising from hyperinflationary economies, adjusting items
(as
defined on page 205), depreciation of property, plant and equipment and right of use assets,
amortisation of computer software, impairment of property, plant and equipment, right of use
assets and computer software net of impairment reversals. Adjusted EBITDA does not reflect
cash expenditures, or future requirements for capital expenditures or contractual commitments.
Further, adjusted EBITDA does not reflect changes in, or cash requirements for, working capital
needs, and although depreciation and amortisation are non-cash charges, the assets being
depreciated and amortised are likely to be replaced in the future and adjusted EBITDA does not
reflect cash requirements for such replacements.
Adjusted EBITDA eliminates differences in performance caused by variations in capital structures
(affecting net finance costs), tax positions (such as the availability of net operating losses
against which to relieve taxable profits), the cost and age of tangible assets (affecting relative
depreciation expense) and the extent to which intangible assets are identifiable (affecting
relative amortisation expense). As a result, we believe that adjusted EBITDA provides useful
information to understand and evaluate the Group’s operating results.
The reconciliation between profit after tax for the year and adjusted EBITDA for the years ended
31 December 2025, 31 December 2024 and 31 December 2023 is provided below:
£m
2025
2024
2023
Profit after tax
1,680
1,475
1,111
Add back: Income tax
472
435
517
Less: Finance income
(78)
(82)
(34)
Add back: Finance expense
340
384
402
Less: Net monetary gain arising from hyperinflationary economies
(2)
(6)
—
Operating profit
2,412
2,206
1,996
Net amortisation and impairment of intangible assets
60
147
224
Restructuring costs
89
214
169
Transaction-related costs
—
(1)
2
Separation and admission costs
—
30
120
Disposals and others
(35)
(96)
38
Adjusted operating profit
2,526
2,500
2,549
Add back: Depreciation of property, plant and equipment
171
160
152
Add back: Depreciation of right of use assets
51
53
49
Add back: Amortisation of computer software
69
75
69
Add back: Impairment of property, plant and equipment, right of use
assets and computer software net of impairment reversals
21
17
12
Adjusted EBITDA
2,838
2,805
2,831
Other
Information
209
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Free cash flow
Free cash flow is calculated as net cash inflow from operating activities plus cash inflows from
the sale of intangible assets, the sale of property, plant and equipment and interest received,
less cash outflows for the purchase of intangible assets, the purchase of property, plant and
equipment, distributions to non-controlling interests and interest paid.
We believe free cash flow is meaningful to investors because it is the measure of the funds
generated by the Group available for distribution of dividends, repayment of debt or to fund
the Group’s strategic initiatives, including acquisitions. The purpose of presenting free cash flow
is to indicate the ongoing cash generation within the control of the Group after taking account
of the necessary cash expenditures for maintaining the capital and operating structure of the
Group (in the form of payments of interest, corporate taxation and capital expenditure).
The reconciliation of net cash inflow from operating activities to free cash flow for the years
ended 31 December 2025, 31 December 2024 and 31 December 2023 is provided below:
£m
2025
2024
2023
Net cash inflow from operating activities
2,634
2,301
2,100
Purchase of property, plant and equipment
(322)
(250)
(234)
Purchase of intangible assets
(91)
(68)
(102)
Proceeds from sale of intangible assets
—
325
246
Distributions to non-controlling interests
(11)
(79)
(58)
Interest paid
(357)
(360)
(404)
Interest received
60
75
27
Free cash flow
1,913
1,944
1,575
Net debt
Net debt at a period end is calculated as short-term borrowings (including bank overdrafts and
short-term lease liabilities), long-term borrowings (including long-term lease liabilities), and
derivative financial liabilities less cash and cash equivalents, short-term investments and
derivative financial assets.
We analyse the key cash flow items driving the movement in net debt to understand and assess cash
performance and utilisation in order to maximise the efficiency with which resources are allocated.
The analysis of cash movements in net debt allows management to more clearly identify the level
of cash generated from operations that remains available for distribution after servicing the
Group’s debt. In addition, the ratio of net debt to adjusted EBITDA is used by investors, analysts
and credit rating agencies to analyse our operating performance in the context of targeted
financial leverage.
The reconciliation of net debt
1
to the different balance sheet items as at 31 December 2025 and
31 December 2024 is provided below:
£m
2025
2024
Short-term borrowings
(836)
(1,487)
Long-term borrowings
(7,773)
(8,640)
Derivative financial liabilities
(65)
(160)
Derivative financial assets
87
130
Cash and cash equivalents
1,324
2,250
Net debt
(7,263)
(7,907)
1.
Short-term investments as at 31 December 2025 were £nil (2024: £nil).
Use of non-IFRS measures
continued
210
Haleon
Annual Report and Form 20-F 2025
Glossary
ADR
American Depositary Receipt
ADR depositary
J.P. Morgan Chase Bank, N.A.
ADS
American Depositary Share, listed on the New York Stock Exchange
AER
Actual exchange rates
Annual Report or Report
The Annual Report and Form 20-F
APAC
Asia Pacific region
CER
Constant currency exchange rates
CMO
Third-party contract manufacturing organisations
Companies Act
The UK Companies Act 2006, as amended
Company, Group or Haleon
Haleon plc and its subsidiaries
Employee
Persons on permanent or fixed-term contracts, who are directly employed by
Haleon plc or its subsidiaries (does not include third-party temporary workers
or contractors)
EMEA
Europe, Middle East and Africa region
EMTN
Euro Medium Term Note
ERG
Employee resource group
FCA
UK Financial Conduct Authority
FDA
The US Food and Drug Administration
FMCG
Fast-moving consumer goods
FRC
UK Financial Reporting Council
GHG
Greenhouse gas
Health Professional(s)
Pharmacy, dental, respiratory and dermatology wellness professionals and
related teams
IASB
International Accounting Standards Board
ISSB
International Sustainability Standards Board
LatAm
Latin America region
Leadership roles
Employees within our compensation grades 0-5. These roles include members
of the Executive Team, their direct reports (excluding administration support),
heads of department and other upper management
Local brands
Local strategic brands that have scale and leadership positions
LSE
London Stock Exchange
MSA
Manufacture and Supply Agreement
NYSE
New York Stock Exchange
Ordinary share
£0.01 pence each in the Company
OTC
Over-the-Counter. Four market categories are collectively known as OTC: Pain
Relief, Respiratory Health, Digestive Health and Therapeutic Skin Health and
Other. Purchases of products in these categories are controlled but do not
require a prescription.
Parent Company
Haleon plc
Power Brands
Haleon’s nine large-scale multinational brands: Advil, Centrum, Otrivin,
Panadol, parodontax, Polident, Sensodyne, Theraflu and Voltaren
Recycle-ready
Refers to product packaging and devices that are made of materials that are
proven to be compatible with existing or emerging recycle infrastructure.
In line with the CPD definition of 'technical recyclability' this does not take
into account whether the collection, sorting or recycling of the packaging or
device happens in practice, at scale and with reasonable economics.
Rx-to-OTC switches
Switches of products requiring a prescription to products with OTC status
SEC
US Securities and Exchange Commission
VMS
Vitamins, Minerals & Supplements
Workforce
Haleon’s employees
For definitions of our
non-IFRS measures
see from page 205.
Other
Information
211
Haleon
Annual Report and Form 20-F 2025
Parent Company
Financial Statements
Consolidated
Financial Statements
Corporate
Governance
Strategic
Report
Useful
information
Website and electronic communication
Haleon is committed to reducing the cost
and environmental impact of producing and
distributing printed documents in large
quantities and this Annual Report and Form
20-F 2025 has been made available to
shareholders through our website at
www.haleon.com
. The Company is subject
to the information requirements of the
Securities Exchange Act of 1934 applicable to
US foreign private issuers. In accordance with
these requirements, the Company files its
Annual Report and Form 20-F and other
related documents with the SEC. The SEC
maintains an internet site at
www.sec.gov
that contains reports and other information
regarding issuers, including Haleon, that file
electronically with the SEC.
Ordinary share registrar
For information on a range of shareholder
services, including enquiries concerning
individual shareholdings, notification of
a shareholder’s change of address and
amalgamation of shareholder accounts
(in order to avoid duplicate mailing of
shareholder communications), shareholders
should contact the Company’s Registrar,
Equiniti, using the contact details below.
Equiniti Limited,
Aspect House, Spencer Road, Lancing,
West Sussex
BN99 6DA, UK
+44 (0) 371 384 2227
www.shareview.co.uk
Dividend services and bank mandate
The Company only makes dividend and other
distribution payments into a nominated bank
account. Shareholders must complete and
return a direct payment instruction to the
Company’s Registrar, Equiniti, in order to
ensure your payments are received quickly
and securely into your UK bank account.
Dividend reinvestment plan (DRIP)
As an alternative to receiving cash dividends,
shareholders may choose to reinvest their
dividends to buy more Haleon ordinary
shares through the dividend reinvestment
plan (DRIP). A DRIP election form can be
downloaded from www.shareview.co.uk or
requested by contacting Equiniti using the
contact details above.
Ordinary shareholders can alternatively sign
up to Equiniti’s service, EQ Boost. Through this
service, ordinary shareholders can boost cash
dividends and convert them into eVouchers
for a range of retailers. You can access further
information or sign up for EQ Boost at
www.shareview.co.uk/Clients/EQBoost
.
Overseas payment service
It is also possible for overseas shareholders
to have their dividends paid directly to their
bank accounts in a local currency. Charges are
payable for this service.
Shareholder security
Companies remain aware that their
shareholders may receive unsolicited
telephone calls or correspondence concerning
investment matters. These are typically
from ‘brokers’ who target UK shareholders,
offering to sell them what often turn out to
be worthless or high-risk shares in US or UK
investments. These operations are commonly
known as ‘boiler rooms’. More detailed
information on this or similar activity can be
found on the FCA website at
www.fca.org.uk/
consumers
. Details of any share dealing
facilities that the Company endorses will be
included in Company mailings.
Trading markets
The principal trading market for the Company’s
ordinary shares is the LSE. The ordinary shares
are also listed on the NYSE, trading in the form
of ADSs evidenced by ADRs and traded under
the ticker symbol ‘HLN’. Each ADS represents
two ordinary shares.
American Depositary Receipts
The Company has a sponsored ADR facility
with J.P. Morgan Chase Bank, N.A. as
Depositary. Each ADR represents two ordinary
shares. All enquiries regarding ADR registered
holder accounts and payment of dividends
should be directed to:
Computershare Trust Company, N.A.
PO Box 43304
Providence, RI 02940-3304, USA
+1 866 723 8257 (US calls) (toll-free)
+1 781 575 2833 (non-US calls)
www.computershare.com/investor
AGM
The Company’s AGM will be held on 29 April
2026. Terms and conditions of all Directors’
appointments will be available for inspection
at the Company’s registered office during
normal business hours and during the AGM.
Shareholders may electronically appoint a
proxy to vote on their behalf at the 2025 AGM.
Shareholders who hold their shares through
CREST may appoint proxies through the CREST
electronic proxy appointment service, by using
the procedures described in the CREST
Manual.
Financial calendar
Event
Proposed date
2025 Final dividend
Ex-dividend date (Ordinary shares)
Ex-dividend date (ADS)
Record date
Payment date
1
9 April 2026
10 April 2026
10 April 2026
14 May 2026
2026 first quarter trading statement
29 April 2026
2026 Annual General Meeting
29 April 2026
2026 half-year results
30 July 2026
2026 third quarter trading statement
29 October 2026
Financial year end
31 December
1.
Payment is subject to shareholder approval at the 2026 AGM.
212
Haleon
Annual Report and Form 20-F 2025
Design and production
Conran Design Group, London.
conrandesigngroup.com
Printed by Park Communications, on FSC® certified paper.
This is a certified climate neutral print product for which carbon emissions have been calculated and
offset by supporting recognised carbon offset projects.
Park works to the EMAS standard and its Environmental Management System is certified to ISO 14001.
This publication has been manufactured using 100% offshore wind electricity sourced from UK wind.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and,
on average 99% of any waste associated with this production will be recycled and the remaining 1% used
to generate energy.
This document is printed on Arctic Volume paper made of material from well-managed, FSC®-certified
forests and other controlled sources.
CBP034785
Haleon plc
Registered office address:
Building 5, First Floor,
The Heights
Weybridge
Surrey KT13 0NY
England
www.haleon.com