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Page 4 of 165

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC

Opinion

In our opinion:

  • Royalty Pharma plc's group financial statements and parent company financial statements (the "financial statements") give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended;
  • the group financial statements have been properly prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), as permitted by Statutory Instrument 2015 No. 1675, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) Regulations 2015 as amended by Statutory Instrument 2023 No. 975, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) (Amendment) Regulations 2023";
  • the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Royalty Pharma plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise:

Group

Parent company

Consolidated balance sheet as at 31 December 2023

Balance sheet as at 31 December

2023

Consolidated statement of operations for the year then ended

Statement of changes in equity for

the year then ended

Consolidated statement of comprehensive income for the year

Related notes 1 to 12 to the financial

then ended

statements including a summary of

significant accounting policies

Consolidated statement of shareholder's equity for the year

then ended

Consolidated statement of cash flows for the year then ended

Related notes 1 to 15 to the financial statements, including a

summary of significant accounting policies

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and accounting principles generally accepted in the United States of America (US GAAP), as permitted by Statutory Instrument 2015 No. 1675, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) Regulations 2015 as amended by Statutory Instrument 2023 No. 975, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) (Amendment) Regulations 2023" and in conformity with the requirements of the Companies Act 2006. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom

Page 5 of 165

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)

Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group and parent company's ability to continue to adopt the going concern basis of accounting included

  • obtaining management's assessment of the going concern status of the group and parent company;
  • evaluating management's method of assessing going concern in light of market volatility and the present uncertainties;
  • challenging management's assumptions and judgments;
  • calculating financial ratios to ascertain the financial health of the group;
  • obtaining copies of the debt agreements to identify the covenants in place and assess the likelihood of these being breached based on management forecasts and our sensitivity analysis; and
  • reviewing the group and parent company's going concern disclosures included in the financial statements in order to assess that the disclosures were appropriate and in conformity with the reporting standards.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group's ability to continue as a going concern.

Page 6 of 165

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)

Overview of our audit approach

Audit scope

ξ All audit work performed for the purposes of the audit was undertaken by

the Group audit team.

ξ We performed an audit of the complete financial information of the

subsidiaries.

ξ We also performed an audit of the complete financial information of the

standalone parent company.

Key audit

ξ Group: Valuation of financial royalty assets and related interest income

matters

ξ Parent: Recoverability of the investment in subsidiary undertaking

Materiality

ξ Overall group materiality of $52 million (2022: $56 million) which

represents 5% (2022: 5% of consolidated net income) of the average

consolidated net income for the latest period of three years.

ξ Parent materiality of $125 million (2022: $182 million) which represents 1%

(2022: 1%) of net assets.

An overview of the scope of the parent and group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into account size, risk profile, the organisation of the group and effectiveness of group-wide controls and changes in the business environment when assessing the level of work to be performed.

All audit work performed for the purposes of the audit was undertaken by the Group audit team.

Climate change

Stakeholders are increasingly interested in how climate change will impact Royalty Pharma plc. The Group has determined that the most significant future impacts from climate change on their operations could be the additional investment and compliance risk associated with the implementation of new practices and reporting processes needed to address laws and regulations relating to ESG matters. These are explained on pages 63 and 93 in the business section and risk factors section of Form 10-K filed with the United States Securities and Exchange Commission, which forms part of the "Other information", rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on "Other Information".

Page 7 of 165

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)

In planning and performing our audit we assessed the potential impacts of climate change on the Group's business and any consequential material impact on its financial statements.

The Group has explained in the Climate-related matters note on page 4 how they have reflected the impact of climate change in the financial statements. This disclosure also explains that where governmental and societal responses to climate change risks are still developing these changes mean that they cannot be taken into account when determining asset and liability valuations under the requirements of United Kingdom Generally Accepted Accounting Practice.

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management's assessment of the impact of climate risk and the significant judgements and estimates disclosed in the Climate-related matters note and whether these have been appropriately reflected. As part of this evaluation, we performed our own risk assessment to determine the risks of material misstatement in the financial statements from climate change which needed to be considered in our audit.

We also challenged the Directors' considerations of climate change risks in their assessment of going concern and associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described above.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included 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. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Page 8 of 165

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)

Risk

Our response to the risk

Key observations

communicated to the Audit

Committee

Group: Valuation of financial

We obtained an understanding,

Our planned audit procedures were

royalty assets and related

evaluated the design and tested the

completed without material

interest income

operating effectiveness of controls

exception.

related to the valuation of financial

As disclosed in Note 6 to the

royalty assets and related interest

consolidated financial statements,

income. This included testing

the group's total financial royalty

controls over management's review

assets, net, were carried at

of the significant assumptions and

$14,827,093 thousand (2022:

other inputs used in estimating the

$14,184,425 thousand) as of

royalty duration and product growth

December 31, 2023. For the year

rates.

ended December 31, 2023, the

To test the valuation of the financial

group recognized income from

royalty assets and related interest

financial royalty assets of

income, our audit procedures

$2,197,754 thousand (2022:

included, among others, evaluating

$2,125,096 thousand). As explained

the methodology and completeness

in Note 2 to the consolidated

and accuracy of the data used to

financial statements, the group's

develop the key assumptions

financial royalty assets are

identified. For example, with the

measured at amortized cost using

support of statistical modelling

the prospective effective interest

specialists, we evaluated

rate method.

management's statistical

Auditing the valuation of the

methodology for sales growth

financial royalty assets and related

forecasts and performed sensitivity

interest income involved complex

analysis over the resulting

auditor judgment, because the

forecasted product sales. We also

assumptions used by management

tested the inputs to the model,

to forecast the expected cash flows

principally comprising historic

from the underlying royalties are

product sales and third-party

forward-looking and are therefore

analyst estimates of nearer-term

affected by future economic and

sales amounts, by comparing to

market conditions, such as the

analyst reports or published sales

impact of the entry of competing or

information. For royalty duration,

generic products to the market,

among other procedures, we

among other uncertainties. The key

compared management's

assumptions used in the valuation of

assessment of the likely date of

the financial royalty assets and

expiry of the group's cash flows

related interest income are product

against original purchase

growth rates applied to forecasted

agreements, as well as

sales and the royalty duration.

independently assessing the royalty

duration against available published

information sources, such as those

from regulatory bodies,

counterparties, and product

marketers.

We assessed the historical

accuracy of management's

estimates by comparing expected

cash flows to actual cash receipts.

We also evaluated the related

disclosures in the consolidated

financial statements.

Page 9 of 165

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)

Risk

Our response to the risk

Key observations

communicated to the Audit

Committee

Parent: Recoverability of the

We obtained management's

Our planned audit procedures were

investment in subsidiary

impairment assessment and

completed without material

undertaking

reviewed the calculations.

exception.

The parent company's investment in

With the support of valuation

its subsidiary undertaking, Royalty

specialists, we assessed the

methodology, which is based on a

Pharma Holdings Ltd., was carried

comparison of the market price for

at $12,547,565 thousand (2022:

the parent company's shares, as

$18,173,400 thousand) as of 31

adjusted, to the carrying amount of

December 2023. Under FRS 102

the investment in subsidiary held by

the investment is recorded at cost

the parent company.

less impairment. Refer to the

summary of significant accounting

We also audited the financial

policies in Note 2 and also to Note 4

of the parent company financial

statements of Royalty Pharma

Holdings Ltd., and we considered

statements.

the results of our work over profits

The carrying amount of the parent

and net assets

company's investment in Royalty

Pharma Holdings Ltd., together with

the related impairment charge,

represents substantially all (2022:

99.6%) of the parent company's net

assets and total expenses as at 31

December 2023, respectively. The

recoverability of this asset is not at a

high risk of significant material

misstatement or subject to

significant judgment. However, due

to its materiality in the context of the

parent company's financial

statements, this is considered to be

the area that had the greatest effect

on our overall audit of the parent

company.

In the prior year, our auditor's report included key audit matters in relation to valuation of financial royalty assets and related interest income, and recoverability of the investment in subsidiary undertaking. There have been no changes to the key audit matters in the current year.

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

Page 10 of 165

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Royalty Pharma plc published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 14:29:15 UTC.