BAILLIE GIFFORD US GROWTH TRUST PLC

Annual Report • Aug 17, 2023

Annual Report and Financial Statements 31 May 2023 BAILLIE GIFFORD US GROWTH TRUST plc In search of exceptional growth Baillie Gifford US Growth Trust plc seeks to invest predominantly in listed and unlisted US companies which the Company believes have the potential to grow substantially faster than the average company, and to hold onto them for long periods of time, in order to produce long-term capital growth. Notes None of the views expressed in this document should be construed as advice to buy or sell a particular investment. Investment trusts are UK public listed companies and as such comply with the requirements of the Financial Conduct Authority. They are not authorised or regulated by the Financial Conduct Authority. Baillie Gifford US Growth Trust plc currently conducts its affairs, and intends to continue to conduct its affairs, so that the Company’s ordinary shares can qualify to be considered as a mainstream investment product and can be recommended by Independent Financial Advisers to ordinary retail investors in accordance with the rules of the Financial Conduct Authority in relation to non-mainstream investment products. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor,   If you have sold or otherwise transferred all of your ordinary shares in Baillie Gifford US Growth Trust plc, please forward this document, together with any accompanying documents, but not your personalised Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee. Strategic Report  Summary of Results  Chairman’s Statement  Business Review  Managers’ Review  Valuing Private Companies  Investment Principles  Baillie Gifford Statement on Stewardship and Stewardship Principles  Purposeful Company Conversations  Review of Investments  List of Investments  Distribution of Total Assets  Private Companies Summary  Five Year Summary  Summary of Results Since Inception Governance Report  Directors and Management  Directors’ Report  Corporate Governance Report  Audit Committee Report  Directors’ Remuneration Report  Statement of Directors’ Responsibilities in Respect of the Annual Report and Financial Statements Financial Report  Independent Auditor’s Report  Income Statement  Balance Sheet  Statement of Changes in Equity  Cash Flow Statement  Notes to the Financial Statements Shareholder Information  Notice of Annual General Meeting  Further Shareholder Information  Analysis of Shareholders  Communicating with Shareholders  Sustainable Finance Disclosures Regulation (‘SFDR’)  Alternative Investment Fund Managers Regulations  Automatic Exchange of Information  Third Party Data Provider Disclaimer  Glossary of Terms and Alternative Performance Measures Contents Investor Disclosure Document The UK Alternative Investment Fund Managers Regulations requires certain information to be made available to investors prior to their making an investment in the Company. The Company’s Investor Disclosure Document is available for viewing at bgusgrowthtrust.com. Baillie Gifford US Growth Trust plc 01 31 May 2023 31 May 2022 % change Shareholders’ funds £568.6m £584.2m Gearing ‡ 6% 6% Net asset value per ordinary share (after deducting borrowings at fair value) ‡ 186.48p 191.63p (2.7) Net asset value per ordinary share (after deducting borrowings at book value) * 186.33p 191.44p (2.7) Share price 144.80p 168.00p (13.8) Comparative index (in sterling terms) †# 4.7 Ongoing charges ‡ 0.69% 0.62% Discount (after deducting borrowings at fair value) ‡ 22.4% 12.3% Discount (after deducting borrowings at book value) ‡ 22.3% 12.2% Active share (relative to S&P 500 Index) ‡ 92% 93% Number of shares in issue 305,153,700 305,153,700 Market capitalisation £441.9m £512.7m For the year ended 31 May 2023 For the year ended 31 May 2022 Revenue earnings per share (1.55p) (1.88p) Year to 31 May 2023 Year to 31 May 2022 Period’s high and low High Low High Low Share price 197.00p 132.80p 358.00p 146.00p Net asset value per ordinary share (after deducting borrowings at fair value) ‡ 223.16p 169.35p 360.20p 179.40p Net asset value per ordinary share (after deducting borrowings at book value) * 222.91p 169.09p 360.19p 179.19p Premium/(discount) (after deducting borrowings at fair value) ‡ (9.7%) (23.7%) 7.5% (18.9%) Premium/(discount) (after deducting borrowings at book value) ‡ (9.5%) (23.6%) 7.4% (18.8%) 31 May 2023 23 March 2018 ¶ % change Performance since inception ¶ Share price 144.80p 100.50p 44.1 Net asset value per ordinary share (after deducting borrowings at fair value) ‡ 186.48p 97.96p 90.4 Net asset value per ordinary share (after deducting borrowings at book value) * 186.33p 97.96p 90.2 Comparative index (in sterling terms) 102.0 The following information illustrates how Baillie Gifford US Growth Trust plc performed over the year to 31 May 2023 and over the period from inception to 31 May 2023. Summary of Results *  † S&P 500 Index total return (in sterling terms). See disclaimer on page 75. #  ‡ Alternative performance measure, see Glossary of Terms and Alternative Performance Measures on pages 76 and 77. ¶  Past performance is not a guide to future performance. Strategic Report Strategic Report This Strategic Report, which includes pages 1 to 28 and incorporates the Chairman’s Statement, has been prepared in accordance with the Companies Act 2006. 02 Annual Report 2023 Strategic Report Dear Shareholders  price and net asset value total return, calculated by deducting borrowings at fair value, were -13.8% and -2.7% respectively. This compares with a total return of 4.7% for the S&P 500 Index * (in sterling terms). Over the period from 23 March 2018 (launch  asset value total return, calculated by deducting borrowings at fair value, returned 44.1% and 90.4% respectively compared to a total return of 102.0% for the S&P 500 Index * (in sterling terms). Information about the Company’s portfolio performance is covered by our portfolio managers, Gary Robinson and Kirsty Gibson, in their Managers’ Review. Share Issuance and Buy-backs The Company’s shares moved from a discount of 12.3% last year to a discount of 22.4% at 31 May 2023 as sentiment continued to turn against the Company’s growth investing style. Having bought back 2,206,300 shares, to be held in treasury, at a total cost of £3.6 million in May 2022 with limited impact on the discount, the Board took the decision to use the capital to invest in new growth opportunities instead. The Company issued no shares during the year to 31 May 2023. The Board regularly reviews the Company’s liquidity policy and it is a key discussion point at Board meetings. The Board acknowledges the discount is a challenge to many shareholders but notes that, from the data provided to the Board, there continues to be natural buyers of the Company’s shares in the market. As at 31 May 2023, the Company had authority, which was granted at the 2022 Annual General Meeting, to issue a further 30.5 million shares and to buy-back a further 45.7 million shares. These authorities expire in September 2023. The Company will be seeking to renew both the issuance and buy-back authorities at the forthcoming Annual General Meeting. Tom Burnet, Chairman Chairman’s Statement   Past performance is not a guide to future performance. Since the year end and as we enter our sixth year of business, the Board concluded it would be timely to review our broking  have agreed that we will be best supported by the specialist team at Panmure Gordon (UK) Limited going forward. We are grateful to Investec for their work on our behalf since IPO. Gearing The Company had two loan facilities in place with ING Bank N.V.,   expired on 31 July 2023 and the second is a US$25 million  The facilities are available to be used to fund purchases of securities as and when suitable opportunities arise. As at 31 May 2023, the facilities had been drawn down in full (31 May 2022 – US$50 million). Net gearing stayed at 6% over the course of the year. Subsequent to the year end on, 26 July 2023 the  a US$25 million three-year revolving credit facility from ING Bank N.V., London Branch. Earnings and Dividend The Company’s priority is to generate capital growth over the long term. The Company therefore has no dividend target and will not seek to provide shareholders with a particular level of dividend. The net revenue return per share for the year to 31 May 2023 was a negative 1.55p (year to 31 May 2022 – a negative 1.88p).   underlying income increase in future years, the Board will seek to distribute the minimum permissible to maintain investment trust  Private Company (Unlisted) Investments As at the Company’s year end, the portfolio weighting in private company (unlisted) investments stood at 34.5% of total assets,  twenty-four companies). There was one new private company purchase in the year, Oddity. There is commentary on the new and existing holdings in the Managers’ Review and Review of Investments on pages 10 to 20. Your portfolio managers remain alert to further special and high potential opportunities not widely accessible through public markets. In respect of the valuation process, the private company (unlisted) investments continue to be revalued on a three-month rolling cycle which is overseen by the valuations group at Baillie Gifford who take advice from an independent third party, S&P Global. As a Board we continue to scrutinise and challenge the Managers on the valuation of the private company (unlisted) investments. They are also subject to the scrutiny of the external auditor on an annual basis. More detail on this process can be found on page 14. Baillie Gifford US Growth Trust plc 03 Strategic Report  The Company’s Managers believe that sustainability is inextricably linked to being a long-term investor, and their thoughts on this topic are set out in more detail on pages 16 and 17. The Managers’ pursuit of long-term growth opportunities typically involves investment in entrepreneurial, disruptive and technology-driven businesses. These companies are often capital-light with a low carbon footprint.  The Annual General Meeting of the Company will be held at  18 September 2023. All shareholders are invited to attend, and the Board looks forward to welcoming you. The meeting will be followed by a presentation from the Managers. I encourage shareholders to submit their votes by proxy before the applicable deadline ahead of the meeting and to submit any questions for the Board or Managers in advance by email to trustenquiries@bailliegifford.com or by calling 0800 917 2112 (Baillie Gifford may record your call). In order to increase the accessibility of the Annual General Meeting the Board plan to hold the 2024 Annual General Meeting in London. Details of how shareholders can watch this year’s Annual General Meeting online can be found in the Notice of Annual General Meeting on page 69. Outlook  on both the opportunity and risks of growth investing against the turbulent global backdrop that we have all been living through. As I wrote last year’s statement, I’m certain that the optimist in me was hoping that the market for growth companies would have stabilised over the coming twelve months, but in general the valuations of more predictable assets have fared better than the  My inner optimist remains, though I fear this coming year will be equally hard to predict. That is not to say that our Managers have not been able to make good progress – not least in getting back to face-to-face engagement with the leadership of those companies already held and those they have decided to research. The Board continues to believe that the companies we hold are very well placed to generate extremely attractive returns to  in our outlook. Tom Burnet Chairman 9 August 2023 04 Annual Report 2023  Business and Status Baillie Gifford US Growth Trust plc (‘the Company’) is a public  Wales. The Company is an investment company within the meaning of section 833 of the Companies Act 2006 and carries on business as an investment trust. Investment trusts are UK public listed companies and their shares are traded on the   although, subject to shareholder approval, it may purchase its own shares or issue shares. The price of the Company’s shares is determined, like other listed shares, by supply and demand. The Company has been approved as an investment trust by HM Revenue & Customs subject to the Company continuing to meet the eligibility conditions. The Directors are of the opinion that the Company has continued to conduct its affairs so as to enable it to comply with the ongoing requirements of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. The Company is an Alternative Investment Fund for the purposes of the UK Alternative Investment Fund Managers Regulations. Purpose Baillie Gifford US Growth aims to deliver above average long-term returns for shareholders by keeping fees and costs low and harnessing the long-term growth potential of companies. Objective and Policy The Company’s investment objective is to produce long-term capital growth. The Company invests predominantly in equities of companies which  of their business, in the United States and which the Company believes have the potential to grow substantially faster than the average company over the long term. Such investment is typically direct, but may be indirect, including through investment in funds. The maximum direct investment in any one company or fund is limited to 10% of the Company’s total assets measured at the time of investment. The portfolio consists of direct holdings in listed securities and unlisted securities in up to a combined maximum of 90 companies or funds, typically with 30 or more listed security holdings. The maximum amount which may be invested directly in unlisted securities shall not exceed 50% of the total assets of the Company, measured at the time of investment. The Company will at all times be invested in several sectors.  sector, the Company will at all times invest and manage the portfolio in a manner consistent with spreading investment risk. Business Review With prior approval of the Board, the Company may use  (in order to reduce, transfer or eliminate investment risk in the Company’s portfolio). Derivative instruments in which the Company may invest may include foreign exchange forwards, exchange-listed and over-the-counter options, futures, options on futures, swaps and similar instruments. The Board, however, currently does not expect to enter into derivative or hedging transactions to mitigate against currency or interest rate risk. The Board intends to employ gearing in the normal course of events. The Company may in aggregate borrow amounts equalling up to 30% of the net asset value of the listed securities held by the Company, calculated at the time of drawdown, although the Board expects that borrowings will typically represent an amount in the range of 10% to 20% of the net asset value of the listed securities held by the Company. While it is intended that the Company will be fully invested in normal market conditions, the Company may hold cash on deposit or invest on a temporary basis in a range of cash equivalent instruments. The Board does not expect that the Company will hold cash or cash equivalent instruments, but there is no restriction on the amount of cash or cash equivalent instruments that the Company may hold. Culture and Values In the context of a company with no employees, culture and values are expressed by the Company’s Directors and the service providers with whom shareholders and other stakeholders interact, and through the relationships between the Board and those service providers, including the Managers. As noted in more detail in the section 172 statement on pages 8 and 9 the Board seeks to engage with its Managers and other service providers in a collaborative and collegiate manner, and to maintain the highest standards of business conduct. Dividend Policy The Company’s priority is to produce capital growth over the long term. The Company therefore has no dividend target and will not seek to provide shareholders with a particular level of distribution. However, the Company intends to comply with the requirements for maintaining investment trust status for the purposes of section 1158 of the UK Corporation Tax Act 2010 (as amended) regarding distributable income. The Company will therefore distribute amounts such that it does not retain, in respect of an accounting period, an amount greater than 15% of its income (as calculated for UK tax purposes) for that period.   Strategic Report Baillie Gifford US Growth Trust plc 05 Strategic Report Liquidity Policy The Board recognises the need to address any sustained and  lead to shares trading at a material discount or premium to net asset value per share. While it has not adopted any formal discount or premium targets which would dictate the point at which the Company would seek to purchase shares or issue further shares, the Board is committed to utilising its share purchase and share issuance authorities where appropriate in such a way as to mitigate the effects of any such imbalance. In considering whether buy-back or issuance might be appropriate in any particular set of circumstances, the Board will take into account, inter alia: the prevailing market conditions; whether the discount is substantial relative to the Company’s peers; the degree of net asset value accretion that will result from the buy-back or issuance; the cash resources readily available to the Company; the immediate pipeline of investment opportunities open to the Company; the level of the Company’s existing borrowings; and the working capital requirements of the Company. The Board, having assessed the impact of the shares bought back during the year to 31 May 2022, are of the view that in the current market environment it is not in the best interests of shareholders to continue buying back the Company’s shares. The Board believes allowing the Managers to use the capital to invest in exciting growth opportunities is a more successful method of enhancing long term returns for shareholders. The Board will continue to monitor the discount and will amend the approach to discount management as and when market conditions require it and when it is in the Company’s best interests to do so. The Board will keep shareholders appraised, on a regular and ongoing basis, of the approach which it has adopted in implementing this liquidity policy, principally through commentary in its Annual and Interim Reports. Share Buy-backs – at the Annual General Meeting held on 16 September 2022 the Company was granted a general authority to make pur chases of up to 45,742,539 shares, being approximately 14.99% of the issued ordinary share capital as at 5 August 2022. This authority expires at the forthcoming Annual General Meeting. In exercising the Company’s power to buy back shares, the Board has complete discretion as to the timing, price and volume of shares so purchased. If the Company does purchase its own shares it may hold them in treasury rather than purchase them for cancellation. Shares may only be reissued from treasury at a price which, after issue costs, is not less than the net asset value per share at the relevant time. All share repurchases are conducted in accordance with the Companies Act 2006 and the Listing Rules applicable to closed- ended investment funds from time to time and are announced to the market via a Regulatory Information System on the same or the following day. No shares were bought back during the year under review. At 31 May 2023 2,206,300 shares were held in treasury. The Directors are seeking shareholders’ approval at the Annual General Meeting to renew the authority to purchase up to 14.99% of the ordinary shares in issue as at 4 August 2023, being the latest practicable date prior to the publication of this document or, if less, up to 14.99% of the ordinary shares in issue (excluding treasury shares) on the date on which the authority is granted, such authority to expire at the date of the Annual General Meeting in 2024. Such purchases will only be made at a discount to the prevailing net asset value. Any such shares which are bought back may be held in treasury and may subsequently then either be sold for cash or cancelled. Share Issuance – the Directors will again be seeking authorities at the forthcoming Annual General Meeting for issuance and disapplication of pr e-emption rights to sell any shares held in treasury and allot new shares at a premium to the net asset value per share with debt valued at fair value. These authorities will expire at the conclusion of the 2024 Annual General Meeting or on the expiry of 15 months from the passing of the resolutions, whichever is earlier. Should shareholder approval be granted it will allow the Directors to issue new ordinary shares at a premium to net asset value or C shares convertible into ordinary shares, in order to satisfy investor demand over the year should the Company be in a position to do so. No new ordinary shares will be issued at a price which (after costs and expenses) is less than the net asset value per existing ordinary share at the time of the issue of the new shares, unless the new  basis. C shares will be issued at a price of £1 per C share. As mentioned above, the Company has the authority to raise further funds through the issue of C shares rather than ordinary shares. C shares are designed to overcome the potential  shares for cash. These disadvantages relate primarily to the effect that an injection of uninvested cash may have on the net asset value per ordinary share performance of an otherwise fully invested portfolio (commonly referred to as ‘cash drag’). During the year to 31 May 2023, the Company issued no shares. Between 1 June 2023 and 4 August 2023 no shares were issued. Performance At each Board meeting, the Directors consider a number of performance measures to assess the Company’s success in achieving its objectives. Key Performance Indicators The key performance indicators (‘KPIs’) used to measure the progress and performance of the Company over time are established industry measures and are as follows: — the movement in the net asset value per ordinary share; — the movement in the share price; — the movement of the net asset value and share price performance compared to the comparative index; — the premium/discount of the share price to the net asset value per share; and — the ongoing charges ratio. 06 Annual Report 2023 Strategic Report An explanation of these measures can be found in the Glossary of Terms and Alternative Performance Measures on pages 76 and 77. The KPIs for the year to 31 May 2023 and since inception, 28 March 2018, are shown on pages 1, 27 and 28. In addition to the above, the Board considers peer group comparative performance. Borrowings At 31 May 2023 the drawings were US$25 million under the  Branch which expires on 31 July 2023 and US$25 million under  Branch which expires on 23 October 2023 (31 May 2022 –   notes 11 and 12 on page 60 for the sterling equivalent at each period end). Subsequent to the year end on 26 July 2023, the expiring US$25 million revolving credit facility with ING Bank N.V.  US$25 million from ING Bank N.V., London Branch. Principal and Emerging Risks As explained on page 36 there is an ongoing process for identifying, evaluating and managing the risks faced by the Company on a regular basis. The Directors have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, regulatory compliance, solvency or liquidity.  during the year. A description of these risks and how they are being managed or mitigated is set out below: The Board considers the heightened macroeconomic and geopolitical concerns to be factors which exacerbate existing risks, rather than discrete risks, within the context of an investment trust. Their impact is considered within the relevant risks. Financial Risk – the Company’s assets consist mainly of listed  market related and include market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. An explanation of those risks and how they are managed is contained in note 19 to the Financial Statements on pages 62 to 68. The Board has, in particular, considered the impact of heightened market volatility over recent months due to    As oversight of this risk, the Board considers at each meeting various metrics including industrial sector weightings, top and bottom stock contributors to performance and sales and purchases of investments. Individual investments are discussed with the portfolio managers together with general views on the investment market and sectors. A strategy meeting is held annually. Private Company Investments – the Company’s risk could be increased by its investment in private company securities. These  prices may be greater than for listed investments. To mitigate this risk, the Board considers the private company securities in the context of the overall investment strategy and provides guidance to the Managers on the maximum exposure to private company securities. The investment policy limits the amount which may be invested in private company securities to 50% of the total assets of the Company, measured at the time of investment. Investment Strategy Risk – pursuing an investment strategy to  unattractive or inappropriate, or the ineffective implementation of an attractive or appropriate strategy, may lead to reduced returns for shareholders and, as a result, a decreased demand for the Company’s shares. This may lead to the Company’s shares trading at a widening discount to their net asset value. To mitigate this risk, the Board regularly reviews and monitors the Company’s objective and investment policy and strategy, the investment portfolio and its performance, the level of discount/premium to net asset value at which the shares trade and movements in the share register, and raises any matters of concern with the Managers. Environmental, Social and Governance Risk – as investors place increased emphasis on environmental, social and  in an investee company could lead to that company’s shares being less attractive to investors, adversely af fecting its share price, in addition to potential valuation issues arising from any direct impact  management of the investee company (for example a failure to identify a pathway to Net Zero or poor employment practices).  in investee companies could lead to the Company’s own shares being less attractive to investors, adversely af fecting its own share  and engagement policies which are available to view on the Managers’ website: bailliegifford.com and have been reviewed and endorsed by the Board, and which are fully integrated into the investment process as well as the extensive up-front and ongoing due diligence which the Manager undertakes on each investee company. This due diligence includes assessment of the risks inherent in climate change as well as ongoing positive engagement  Discount Risk – the discount/premium at which the Company’s shares trade relative to its net asset value can change. The risk of   the Company. The Board monitors the level of discount/premium at which the shares trade and the Company has authority to buy back its existing shares, when deemed by the Board to be in the best interests of the Company and its shareholders. The Liquidity Policy is set out on page 5. Baillie Gifford US Growth Trust plc 07 Strategic Report Regulatory Risk – failure to comply with applicable legal and regulatory requirements such as the tax rules for investment trust companies, the FCA Listing Rules and the Companies Act could   subject to tax on capital gains. To mitigate this risk, Baillie Gifford’s Business Risk, Internal Audit and Compliance Departments provide regular reports to the Audit Committee on Baillie Gifford’s monitoring programmes. Major regulatory change could impose disproportionate compliance burdens on the Company. In such circumstances representation is made to ensure that the special circumstances of investment trusts are recognised. Shareholder documents and announcements, including the Company’ s published Interim Report and Annual Report and Financial Statements, are subject to stringent review processes and procedures are in place to ensure adherence to the Transparency Directive and the Market Abuse Directive with reference to inside information. Custody and Depositary Risk – safe custody of the Company’s assets may be compromised through control failures by the Depositary, including breaches of cyber security. To monitor potential risk, the Audit Committee receives half yearly reports  assets held by the Custodian. Cash and portfolio holdings are independently reconciled to the Custodian’s records by the Managers. The Custodian’s assured internal controls reports are reviewed by Baillie Gifford’s Business Risk Department and a summary of the key points is reported to the Audit Committee and any concerns investigated. Operational Risk – failure of Baillie Gifford’s systems or those of other third party service providers could lead to an inability to pr ovide accurate reporting and monitoring or a misappropriation of assets. To mitigate this risk, Baillie Gifford has a comprehensive business continuity plan which facilitates continued operation of the business in the event of a service disruption or major disaster . The Audit Committee reviews Baillie Gifford’s Report on Internal Controls and the reports by other key third party providers are reviewed by Baillie Gifford on behalf of the Board and a summary of the key points is reported to the Audit Committee and any concerns investigated. The other key third party service providers  their respective services to the Company. Cyber Security Risk – a cyber attack on Baillie Gifford’s network  integrity or availability of data and systems. To mitigate this risk, the Audit Committee reviews Reports on Internal Controls published by Baillie Gifford and other third party service providers. Baillie Gifford’s Business Risk Department report to the Audit Committee on the effectiveness of information security controls in place at Baillie Gifford and its business continuity framework. Cyber security due diligence is performed by Baillie Gif ford on third party service providers which includes a review of crisis management and business continuity frameworks. Leverage Risk – the Company may borrow money for investment purposes (sometimes known as ‘gearing’ or ‘leverage’). If the investments fall in value, any borrowings will magnify the extent of this loss. If borrowing facilities are not renewed, the Company may have to sell investments to repay borrowings. The Company can also make use of derivative contracts. All borrowings require the prior approval of the Board and leverage levels are discussed by the Board and Managers at every meeting. Covenant levels are monitored regularly. The majority of the Company’s investments are in quoted securities that are readily realisable. Further information on leverage can be found on page 75 and the Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Capital constraints and other macroeconomic factors could result in banks being unwilling to lend, preventing the Company fr om making use of leverage to enhance long-term returns for shareholders. Political and Associated Economic Risk – the Board is of the view that political change in areas in which the Company invests or may invest may have practical consequences for the Company. Political developments are closely monitored and considered by the Board. The Board continues to assess the potential consequences for the Company’s future activities including those that may arise from geopolitical tensions. The Board remains watchful of broader global political tensions and the associated  Emerging Risks – as explained on pages 6 and 7 the Board has regular discussions on principal risks and uncertainties, including any risks which are not an immediate threat but could arise in the longer term. The Board considers that the key emerging risks arise from the interconnectedness of the global economy (including factors such as supply chain constraints, economic sanctions and lending associated capital constraints) and the related exposure of the investment portfolio to external and   intelligence, new infectious diseases or similar public health threats. This is mitigated by the Manager’s close links to the investee companies and their ability to ask questions on contingency plans. The Manager believes the impact of such events may be to slow growth rather than to invalidate the investment rationale over the long term. Viability Statement In accordance with provision 31 of the UK Corporate Governance Code, that the Directors assess the prospects of the Company     strategy of the Company, and to be a period during which, in the absence of any adverse change to the regulatory environment and to the favourable tax treatment afforded to UK investment trusts,  principal risks facing the Company nor to the adequacy of the mitigating controls in place. Furthermore, the Directors do not reasonably envisage any change in strategy or objectives or any events that would prevent the Company from continuing to operate over that period. 08 Annual Report 2023 In considering the viability of the Company, the Directors have conducted a robust assessment of each of the Company’s principal and emerging risks and uncertainties as detailed on pages 6 and 7 and in particular the impact of market risk where a  the value of the Company’s investment portfolio. The Directors have also considered the Company’s leverage and liquidity in the   expire in October 2023, the income and expenditure projections and the fact that the Company’s investments comprise mainly readily realisable quoted equity securities which can be sold to  liquidity stress testing was conducted during the year, including consideration of the risk of further market deterioration.   range of market conditions that may adversely impact the portfolio.  assets that can be liquidated within one month that would result in the value of those assets falling below the value of the borrowings. The stress testing did not indicate any matters of concern. In addition, as substantially all of the essential services required by the Company are outsourced to third party service providers, this allows key service providers to be replaced at relatively short notice where necessary. Based on the Company’s processes for monitoring operating costs, share price discount/premium, the Managers’ compliance with the investment objective, asset allocation, the portfolio risk  controls, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next  Promoting the Success of the Company  Under section 172 of the Companies Act 2006, the directors of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the  (amongst other matters and to the extent applicable) to: a) the likely consequences of any decision in the long term; b) the interests of the company’s employees; c) the need to foster the company’s business relationships with suppliers, customers and others; d) the impact of the company’s operations on the community and the environment; e) the desirability of the company maintaining a reputation for high standards of business conduct; and f) the need to act fairly as between members of the company. Strategic Report In this context, having regard to Baillie Gifford US Growth being an externally managed investment company with no employees, the Board considers the Company’s key stakeholders to be: its existing and potential new shareholders; its externally-appointed Managers (Baillie Gifford); other professional service providers (Corporate Broker, Registrar, Auditor and Depositary); lenders; wider society and the environment. The Board considers that the interests of the Company’s key stakeholders are aligned, in terms of wishing to see the Company deliver sustainable long-term growth, in line with the Company’s stated objective and strategy, and meet the highest standards of legal, regulatory, and commercial conduct, with the differences between stakeholders being merely a matter of emphasis on those elements. The Board’s methods for assessing the Company’s progress in the context of its stakeholders’ interests are set out below. The Board places great importance on communication with shareholders. The Annual General Meeting provides the key forum for the Board and Managers to present to shareholders on the Company’s performance, future plans and prospects. The Chairman is available to meet with shareholders as appropriate. The Managers meet regularly with shareholders and their representatives, reporting their views back to the Board. Directors are available to attend certain shareholder presentations,  may also communicate with members of the Board at any  or to the Company’s broker and by emailing the Managers at trustenquiries@bailliegifford.com. These communication opportunities help inform the Board when considering how best  shareholders over the long term. The Board seeks to engage with its Managers and other service providers in a collaborative and collegiate manner, encouraging open and constructive discussion and debate, whilst also ensuring that appropriate and regular challenge is brought and evaluation conducted. This approach aims to enhance service levels and strengthen relationships with the Company’s providers, with a view to ensuring the interests of the Company’s shareholders and other stakeholders are best served by keeping cost levels proportionate and competitive, and by maintaining the highest standards of business conduct. Whilst the Company’s operations are limited, as third party service providers conduct all substantive operations, the Board is aware of the need to consider the impact of the Company’s investment strategy and policy on wider society and the envir onment. The Board considers that its oversight of environmental, social and   Baillie Gifford US Growth Trust plc 09 sits naturally with Baillie Gifford US Growth’s longstanding aim of providing a sustainable basis for adding value for shareholders. The Board’s review of the Managers includes an assessment   decisions. The Board supports the Managers’ long-term perspective as set out in their Investment Principles on page 15 and regularly    included on page 17. The Board recognises the importance of keeping the interests of the Company’s shareholders, and of acting fairly between them,  Secretaries are at all times available to the Board to ensure that suitable consideration is given to the range of factors to which the Directors should have regard. In addition to ensuring that the Company’s stated investment objective was being pursued, key decisions and actions during the year which required the Directors to have regard to applicable section 172 factors included: — the appointment of Panmure Gordon (UK) Limited with effect from 1 June 2023 as the corporate broker following the completion of a tender process. The Board believes that the appointment of Panmure Gordon will continue to support the  and potential shareholders and provide the Board with access to its market expertise; — replacing the expiring revolving credit facility from ING Bank N.V. subsequent to the year end on 26 July with a three-year US$25 million unsecured revolving credit facility from ING Bank N.V., for the purpose of investing in exciting growth opportunities, which the Board believes will enhance long term returns for shareholders; and — following a formal tender process, the Board proposes the  year commencing 1 June 2023. Employees, Human Rights and Community Issues The Board recognises the requirement to provide information about employees, human rights and community issues. As the Company has no employees, all its Directors are non-executive and all its functions are outsourced, there are no disclosures to be made in respect of employees, human rights and community issues. Strategic Report Gender Representation  and two female. The Company has no employees. The Board’s policy on diversity is set out on page 35. Environmental, Social and Governance Policy Details of the Company’s policy on socially responsible investment can be found under Corporate Governance and Stewardship on page 37. The Company considers that it does not fall within the scope of the Modern Slavery Act 2015 and it is not, therefore, obliged to  the Company considers its supply chains to be of low risk as its suppliers are typically professional advisers. A statement by the Managers under the Act has been published on the Managers’ website at bailliegifford.com. Future Developments of the Company The outlook for the Company for the next twelve months is set out in the Chairman’s Statement on pages 2 and 3 and the Managers’ Review on pages 10 to 13. 10 Annual Report 2023 In 2018, Shopify, the commerce platform for merchants and the largest public investment in the Company, had gross merchandise value (‘GMV’) of ~US$40 billion, a 2.6% take rate, and revenue had just crossed the one-billion-dollar mark. Fast forward to 2023, and GMV sits at close to US$200 billion, the company’s take rate in quarter one was over 3.0% and FY22 revenue was close to US$3 billion. Additionally, the company launched numerous products, including Shop Pay Instalments in 2021 and Audiences (an advertising tool) in 2022. With net cash of US$3.9 billion, there is plenty of scope for innovation and new product launches.   made successful ground landings. In 2022 the company launched 61 orbital missions, nearly doubling its previous single-year record  average, every six days from one of three sites. It is driving the launch market, taking two-thirds market share. It has achieved this by making its service much cheaper, driven by reusable rockets.   is leveraging this cost advantage to move into the communications sector with Starlink, a low earth orbit satellite constellation to deliver fast broadband to rural areas. It already has over one million   publicly that the internet business “will make money” in 2023, joining the core launch business which already “makes money”.  date, to 31 May 2023, the Company’s share price and net asset value total return (after deducting borrowings at fair value) returned 44.1% and 90.4%, respectively. This compares with a total return of 102.0% for the S&P 500 Index * (in sterling terms). We are disappointed. We asked you to judge us over the long term, and as shareholders and managers of the Baillie Gifford US  These are not the numbers we looked to deliver at the Company’s  It has been a volatile period. We have experienced multiple once-in-a-generation events since the Company was founded: a global pandemic, war, and supply shocks. With such turbulence, it is easy to overlook the fundamental progress the underlying companies we invest your capital in have made. We launched Baillie Gifford US Growth Trust in March 2018  could invest in the most exceptional public and private growth businesses in the US, brought something different to the market  to believe that to be the case. When we began, 0% of the portfolio was invested in private companies. At the end of May 2023, that number stands at 34.5%. We now have two private companies in the top ten and six in the top twenty. We believe this is something to be celebrated, not feared. We are delighted  considerable contributions to the Company’s future performance. We believe these companies are among the most important forces behind future progress. Whilst share prices have been volatile since inception, the fundamental progress of the companies within the Company has been phenomenal.  investment. Today it represents 2.3% of total assets. In 2018, Zipline’s operations were predominantly in Rwanda, where its autonomous drones played a pivotal role in delivering medical  forward to 2023, and Zipline serves 3,400 hospitals and health facilities globally and is contracted to serve more than 10,000 by the end of the year. While initially focusing on medical supplies, the company has expanded into ecommerce, animal, and agricultural products. Zipline is now the largest autonomous  commercial, autonomous miles, and is on track to make twice as many deliveries this year as all previous years combined. And with Zipline’s home delivery system launching two months ago in the US, it is just getting started. Strategic Report Managers’ Review © Joerg Boethling/Alamy Stock Photo.   Past performance is not a guide to future performance.  Baillie Gifford US Growth Trust plc 11  billion in 2018 to US$80 billion today. Wayfair, the online homeware business, has more than doubled its top line since 2018, seen gross margin expansion of more than 700 basis points and nearly doubled its active customer base from 13 million to over 21 million. CoStar, the commercial and residential real estate company, has increased its revenue 126%, adding over US$1 billion, since the Company’s launch, expanded margins and reduced them again as it invests counter-cyclically in new growth opportunities. Watsco, the heating, ventilation and air conditioning (‘HVAC’) distribution business, has improved gross margins by 410 basis points, built an ecommerce business which is now over 33% of sales and  Of course, the progress of companies in the Company’s portfolio has not been a linear journey; there have been highs and lows. However, when surrounded by noise and volatility, it is easy to forget how far many of the companies we invest in on behalf of the Company have come. The fundamental progress on a  Opportunity Remains In nature, there exists a mushroom: the matsutake. Matsutake are wild mushrooms that emerge in some of the most disturbed environments in the world. However, matsutake is not considered a pest; it is a gourmet treat: the most valuable mushroom in the world. Nature shows us that valuable products can emerge even within the most disturbed environments. The same applies to companies;  tenets of long-run success. While the term disturbance has negative connotations, disturbance can renew as well as destroy.   forget the potential and opportunity that lies beneath. The pull toward the safety of established trees or, in our world, companies, threatens to overwhelm. Patience is key: the most impactful innovations may lie dormant  of innovations arrive before their time. Dormancy can result from inertia, powerful incumbency, and resistance to change. Idea creation is the easy task; creating success is where the hard work begins. Disturbance creates opportunities for innovation because it enables heterogeneity – it opens the possibility of alternative landscapes and new ways of doing things. As the pull toward convention and homogeneity continues, disturbance can create lasting transformations that enable exuberant growth and progress. The rapidly changing macro environment over the past year is the stock market equivalent of disturbance. While uncomfortable to experience, it may be that periodic disturbance is necessary to separate the wheat from the chaff and to help the landscape   damage has been done. For some companies, the damage, whether the consequence of unsustainable business models or an overreliance on cheap access to capital, will be fatal. For some, the damage is painful but survivable, for others,  Like fungi, companies evolve in response to the environment in   to invest in the future, but they are cognisant that the path of progress is less likely to be funded by others.   expectations have been reset. Those who over-invested in their cost bases during the pandemic years must readjust now. Companies such as Wayfair, Twilio, Shopify and Snap have announced layoffs which bring about cultural challenges but also  while continuing to invest in the long-run opportunity. Cloud  experiencing slower growth rates as their underlying customers look for ways to reduce costs. Still the structural opportunity for  Jassy has suggested around 90% of IT spend is still on-premise.  app, and The Trade Desk, the programmatic advertising platform, which are earlier still in their structural opportunity, have seen limited impact from the macroeconomic environment. Duolingo has recently seen its seventh straight quarter of accelerating user growth, and revenue increase 34% year on year in 2022. It has shifted the number of paying users from around 4% at IPO in 2021 to around 8% today and continues to innovate with the launch of Duolingo Max, its AI-powered offering which enables roleplay and personalised feedback. The Trade Desk has grown its share of the global advertising market from 0.6% to 1.0% since 2020; its revenues have grown over 20% annually since March  upfront advertising product this year. Companies which survive and adapt to the macroeconomic shocks of the past year can emerge stronger than before, and like the matsutake mushroom, those that do are likely to be far more valuable in future. Portfolio Changes  in the companies we own. Having revisited the upside cases for most of the Company’s holdings, we continue to believe in the underlying investment opportunities.  de-rating. When performance is challenged, it is easy to be drawn into focusing on the underperforming stocks and those where your conviction is waning. We believe new ideas and enthusiasms should drive portfolio changes. Thus, we have spent time on new ideas and underwriting the Company’s investments. Bringing new ideas, or a new perspective on a current holding, to the table and comparing them to our existing portfolio enables constructive discussion of ideas, moving the conversation beyond short-term challenges to whether a stock merits a position in the portfolio and at what scale. Strategic Report 12 Annual Report 2023 Strategic Report There have been some changes to the top ten over the last  All have become larger holdings because of solid share price  since the beginning of this year. A reduction in Illumina moved it out of the top ten. The ability to read DNA remains foundational for advances in healthcare, but the competitive landscape is evolving rapidly, and the company’s execution has disappointed. We added several new listed holdings to the portfolio over the last year: Roblox, Sweetgreen and Doximity. Roblox is an online gaming and game creation platform with a strong market share in the 9–12-year-old demographic. We began researching the company before its IPO and were excited at its opportunity to ‘age up’ its user base and broaden the experiences available on the platform. We used share price weakness to initiate a holding. We also bought a small holding in Sweetgreen, a salad restaurant chain. Again, we have followed the business for some time. The company is early in its store rollout. Still, its strong brand, positive store economics, creative management team and clear plan to self-sustainability led us to take a position. Doximity’s vision is to become the ‘Bloomberg of Medicine’. The company has created free-to-use products which improve quality and productivity within a social network for doctors and monetises by selling hyper- targeted, unobtrusive advertising to pharmaceutical companies. With only 20% of pharmaceutical marketing budgets allocated to digital advertising compared to around 80% for Fortune 100   and First Republic during the period. Abiomed was acquired by    succeed, we felt the probability of doing so was diminishing, and we sold the holding. Our most recent sale was Carvana, the online used car dealership. While the opportunity for the business  Roblox is built by a global community of millions of developers and creators making new experiences for users to explore. remains large, we concluded that it had become constrained by   ability to compete effectively. We sold First Republic as the bank grappled with a run on its deposits in the wake of the Silicon Valley Bank collapse. We have long admired First Republic’s service model, deep customer relationships, conservative lending culture and management team, but these features did not provide protection when panic set in. Given the existential risk in the near term posed by deposit withdrawals and the higher cost of replacement funding depressing  We made one additional unlisted investment over the last twelve months: Oddity. We have included a description of this business on page 20. Given the market environment, none of our existing private company holdings went public during the period. The net result was that, at the end of May, we held 25 private company investments which comprised 34.5% of total assets. Considering companies that were previously private company investments, but  Investment Principles As we have done for the last three years, we have included our investment principles again, unaltered. We hope that by publishing our investment framework in this and future communications we provide shareholders with a useful reminder of our philosophy and a yardstick with which to measure us. Our second principle begins: ‘Short-term volatility is an inevitable feature of the market, and we will not manage the portfolio to reduce volatility at the expense of long-term gain.’ In recognising the inescapability of volatility up front, we can be better prepared for it when it happens. The last few years have been particularly volatile and challenging. However, our philosophy and process  and the Company’s underlying holdings has not weakened. © Bloomberg/Getty Images. Sweetgreen has a clear plan to self-sustainability and are  Baillie Gifford US Growth Trust plc 13 Strategic Report Outlook When surrounded by noise and volatility, taking a step back and  barrier between what is and what could be has never felt lower.   software code as medicine and biology’s power to solve the  imagination. The Company owns companies addressing each:  Bioworks. The future feels closer than it has ever been before, and that is indicative of a world ripe with opportunity. It is true that success does not happen in a vacuum; more than creativity and innovation is needed. Success also depends upon the environment into which an idea is born. We are long-term investors, but we cannot lose sight of the fact that companies have to face their current circumstances as they are today, not as they will look in the future. Still, those businesses that can  have the opportunity to emerge from this environment stronger than they went in. As managers of the Baillie Gifford US Growth Trust, the worst thing we could do right now is to go against the philosophy that  on the short term at the expense of the long term. Performance has been poor, and we are disappointed. No one sets out to  inevitable for a long-term growth investor, it does not make it easier. However, given the opportunities in front of the companies the Company invests in, we cannot panic and pro-cyclically turn defensive. We will not get every investment right. But we have underwritten the investment cases for the companies held in the portfolio and are excited about their long-term potential. The    14 Annual Report 2023 We aim to hold our private company investments at ‘fair value’, i.e. the price that would be paid in an open-market transaction. Valuations are adjusted both during regular valuation cycles and on an ad hoc basis in response to ‘trigger events’. Our valuation process ensures that private companies are valued in both a fair and timely manner. The valuation process is overseen by a valuations group at Baillie Gifford, which takes advice from an independent third party (S&P Global). The valuations group is independent from the investment team with all voting members being from different   We revalue the private holdings on a three-month rolling cycle, with one-third of the holdings reassessed each month. During stable market conditions, and assuming all else is equal, each investment would be valued four times in a 12-month period. For investment trusts, the prices are also reviewed twice per year by the respective boards and are subject to the scrutiny of external auditors in the annual audit process. Beyond the regular cycle, the valuations committee also monitors the portfolio for certain ‘trigger events’. These may include changes in fundamentals, a takeover approach, an intention to carry out an Initial Public Offering (‘IPO’), company news which  or meaningful changes to the valuation of comparable public companies. Any ad hoc change to the fair valuation of any holding  asset value (‘NAV’). There is no delay. The valuations committee also monitors relevant market indices on a weekly basis and updates valuations in a manner consistent with our external valuer’s (S&P Global) most recent valuation report where appropriate. Continued market volatility has meant that recent pricing has moved much more frequently than would have been the case with  revaluations carried out during the year to 31 May 2023, however  portfolio that has not resulted in a change in valuation. Baillie Gifford US Growth Trust Percentage of portfolio revalued up to 4 times # 30% Percentage of portfolio revalued up to 6 times 80% Percentage of portfolio revalued up to 7 times 20%  Company’s reporting period. # Includes additions in the year. Year to date, most revaluations have been decreases, with a small number of companies raising capital at an increased valuation. The average movement in company valuations and share prices for those are shown below. Average movement in company valuation Average movement in share price Baillie Gifford US Growth Trust -15.5% -18.6%  reporting period. During the year to 31 May 2023, as we continued to write down some of the valuations of the investments in the portfolio, the economic reality of the liquidation preferences having been reviewed, leading to a less pronounced divergence in the valuation decreases across the various share classes held in the portfolio and the underlying company valuations. Strategic Report Valuing Private Companies Baillie Gifford US Growth Trust plc 15 Strategic Report To our shareholders Our core task is to invest in the exceptional growth businesses in America. Over the full course of time, these companies will develop  unusually high shareholder returns. We endeavour to generate returns for our clients by helping in the creation and improvement of such useful enterprise. To the extent that we are successful in identifying these companies, we believe that we can multiply the wealth of our clients over the long term. Managing shareholders’ money is a huge privilege, and not one we take lightly. It is a relationship, not a transaction. Relationships can only be built on a foundation of trust and understanding. It is with this in mind that we seek to lay out the fundamental principles by which we will manage your money and the framework for how we make decisions so that you, our shareholders, can decide whether it aligns with your investment philosophy. — We believe the fundamental measure of our success will be the value we create for our shareholders over the long term.  characteristics we look for in businesses become apparent.  We ask that our shareholders measure our performance over similar periods. — Short-term volatility is an inevitable feature of the market, and we will not manage the portfolio to reduce volatility at the expense of long-term gain. Many managers are risk-averse and fear loss more than they value gain. Therefore, they accept smaller, more predictable risks rather than the larger and less predictable ones. We believe that this is harmful to long-term returns, and we will not shy away from making investments that are perceived to be risky if we believe that the potential payoffs are worthwhile. This means that our performance may be lumpy over the short term. — We believe, and academic work has shown, that long-term equity returns are dominated by a small handful of exceptional  do not matter for long-term equity returns, and investors will be poorly served by owning them. In our search for exceptional growth companies, we will make mistakes. But the asymmetry inherent in equity markets, where we can make far more in a company if we are right than lose if we are wrong, tells us that the costliest of mistakes is excessive risk aversion. — We do not believe that the index is the right starting point for portfolio construction. The index allocates capital based on  marginal return and the ability to grow at those rates of return. Big companies are not immune to disruption. We do not manage the portfolio to an active share target, but we expect the active share of this fund to be high. — The role of capital markets has changed, and we have evolved with it. As companies are remaining private for longer, so too have we broadened our search for exceptional growth companies into private companies. We are largely indifferent to a company’s private or public status. We will conduct diligent analysis and allocate capital to where the highest returns are likely to be. — We may discuss long-term trends and themes present in the portfolio, but we do not plan on discussing short-term performance. We believe our duty is to maximise the long- term wealth of our shareholders, and that creating narratives around short-term performance serves our shareholders poorly.   and economical way possible. That means keeping our management fees and ongoing costs low. We recognise that even modest amounts, when allowed to compound over long periods of time, add up to staggering sums, and we do not wish to dilute the compounding of returns with the compounding of costs. With this foundation, we hope to build Baillie Gifford US Growth into a world class savings vehicle. We are grateful that you have joined us on this journey, and we look forward to a long and hopefully prosperous relationship with you . Investment Principles 16 Annual Report 2023 Prioritisation of Long-term Value Creation We encourage our holdings to be ambitious and focus their investments on long-term value creation. We understand that   maximisation but believe these often lead to sub-optimal long-term outcomes. We regard it as our responsibility to steer   activities that create genuine economic and stakeholder value over the long run. We are happy that our value will often be in supporting management when others do not. A Constructive and Purposeful Board We believe that boards play a key role in supporting corporate success and representing the interests of all capital providers.  have the resources, information, cognitive and experiential   that good governance works best when there are diverse skillsets and perspectives, paired with an inclusive culture and str ong independent representation able to assist, advise and constructively challenge the thinking of management. Long-term Focused Remuneration with Stretching Targets We look for remuneration policies that are simple, transparent and reward superior strategic and operational endeavour. We believe incentive schemes can be important in driving behaviour, and we encourage policies which create genuine long-term alignment with external capital providers. We are  commensurate with outstanding long-run value creation, but plans should not reward mediocre outcomes. We think that performance hurdles should be skewed towards long-term results and that remuneration plans should be subject to shareholder approval. Baillie Gifford Statement on Stewardship Our Stewardship Principles Fair Treatment of Stakeholders We believe it is in the long-term interests of all enterprises to maintain strong relationships with all stakeholders – employees, customers, suppliers, regulators and the communities they exist  that operating policies, governance and ownership structures may need to vary according to circumstance. Nonetheless, we believe the principles of fairness, transparency and respect should be prioritised at all times. Sustainable Business Practices We believe an entity’s long-term success is dependent on maintaining its social licence to operate and look for holdings to work within the spirit and not just the letter of the laws and r egulations that govern them. We expect all holdings to consider how their actions impact society, both directly and indirectly, and encourage the development of thoughtful environmental practices  Climate change, environmental impact, social inclusion, tax and fair treatment of employees should be addressed at board level, with appropriately stretching policies and targets focused on the relevant material dimensions. Boards and senior management should understand, regularly review and disclose information relevant to such targets publicly, alongside plans for ongoing improvement. Strategic Report Baillie Gifford’s over-arching ethos is that we are ‘actual’ investors. We have a responsibility to behave as supportive and constructively engaged long-term investors. We invest in companies at different stages in their evolution, across vastly different industries and geographies and we celebrate their uniqueness. Consequently, we are wary of prescriptive policies and rules, believing that these often  shape our interactions with companies. Baillie Gifford US Growth Trust plc 17 Purposeful Company Conversations Strategic Report Duolingo We met with Duolingo, an online education business, in its  company’s use of AI. The company had shifted its product development focus towards generative AI earlier that year, and by the time we met with it every engineer in its organisation was using it. W e discussed its content generation capabilities and the possibilities this might unlock. The founder Luis Von Ahn believes   education universally available. We discussed how the high quality of its free product both furthers its mission and acts as an edge  growth do not just align with shareholder returns, they reinforce the company’s potential. This is an exciting combination. Shopify  platform Shopify in London in late 2022. Shopify’s platform helps   competition and greater consumer choice. Having enjoyed strong demand for their services during the Covid-19 pandemic, the company has had to readjust to a much tougher environment. Shopify has made staff redundant and discontinued some of its investment projects. These choices present serious challenges to a growth business, but the discussion highlighted the considered approach that Shopify is taking as well as its efforts to maintain the pace of innovation at the projects it considers most important to its merchants. Twilio Twilio is a cloud-based software platform. It provides software that developers use when adding communication capabilities into their applications, allowing businesses to communicate with their customers in ways that were not possible until recently. T wilio has grown its sales substantially but has made little progress  environment, making staff redundant and renegotiating compensation. We spoke with the company’s Chief Operating  their stock-based compensation agreements. We followed up with  Twilio’s newly formed business divisions. Twilio still has serious challenges to address, but we believe that the stage is set for a  Ginkgo Bioworks The synthetic biology business has only been a public company since 2021, though the Company has invested in Ginkgo since 2019. Ginkgo designs, tests and ferments programmed cells for a wide range of end uses; from healthcare to chemicals manufacturing. It is a complicated and nascent business, and during the year we discussed with the company how it communicates its pr ogress to public market participants. We  disclosure about the potential value of its projects. Ginkgo often retains a right to participate in the future success of a product it develops via milestones, royalties or ownership. We think this is poorly understood. Improving awareness here could put the company on the strongest possible footing as it grows. Solugen Solugen is a synthetic biology company that has remained private. It has been held in the Company’s portfolio since 2021. Solugen aims to bring greener, cleaner and safer chemical production  raising costs. It does this by developing processes that harness   commercial scale serving the oil and gas sector; an important validation of the concept. It is a highly ambitious, and potentially transformational business. We accepted the offer of a board observer position at the company. This has helped to deepen our understanding of how this innovative business is governed. It has also broadened our network of contacts who are experts in this space, providing valuable additional opportunities to learn more about this fast-developing industry. © Ginkgo Bioworks. Ginkgo designs, tests and ferments programmed cells for a wide range of end uses. We talk often with the boards, managers and staff of the companies we invest in. These conversations are central to our research and monitoring. Gaining an insight into the motivations and abilities of the people running each company makes us more effective owners. We are both grateful for, and mindful of, the time that is made available to us. W e use that time as effectively as we can. We monitor every holding against our key investment contentions, which include statements on the broader societal impact of growth for each business. These frameworks help us to prioritise our questions when we meet with companies. In r eturn we communicate our reasons for owning the shares clearly to our holdings as a minimum. Simply knowing that you have a shareholder on the books who will support you if you make choices that enhance the long-term return opportunity can help management teams to be ambitious. More directly, we can provide capital support on occasion too, particularly for the private companies in the Company’s portfolio. It is far fr om a one-way street. We are not afraid to provide thoughtful challenge to the companies we invest in. We are clear about our views on topics we see as being key to each investment case. Some examples of the discussions we have found most useful this year are noted below. 18 Annual Report 2023 Strategic Report Review of Investments A review of the Company’s ten largest investments and additions to the private company securities as at 31 May 2023 is given below and on the following two pages. Top Ten Holdings Space Exploration Technologies   launches advanced rockets and spacecraft. By fully embracing innovation and vertical integration, the company has opened up a series of cost and capability improvements which are transforming the space industry. These improvements have unlocked a diverse range of revenue generating opportunities in areas such as global satellite connectivity and space logistics.  Shopify  Shopify provides software tools which allow merchants to easily set-up and manage their businesses across an increasingly complex and fragmented retail landscape. Shopify’s software helps to make  operations (e.g. marketing, inventory management, payments, order processing, shipping) thus allowing them to focus on product  run by an impressive founder who has built a distinctive merchant- focused culture. The Trade Desk  The advertising industry is undergoing a wholesale shift in the way that advertising is bought and sold. Whereas in the past advertising was bought and sold in bundles, in the digital world, advertising can be transacted on a one to one basis, targeting only the audiences that are relevant. The Trade Desk provides the technology that enables this targeted buying of advertising through real-time auctions. Its platform connects media buyers to a wide range of digital inventory and provides a set of tools to help buyers determine what price to pay for those ad opportunities. This is known as programmatic advertising – the buying of advertising using data. Programmatic advertising is still  and a tangible demonstration of return on investment. As the programmatic industry becomes mainstream, it will consolidate around a handful of buying platforms, and we believe that The Trade Desk will emerge as the leading buying platform for the independent internet. Space Exploration Technologies has unlocked a diverse range of revenue generating opportunities.  * Total assets less current liabilities, before deduction of borrowings. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Baillie Gifford US Growth Trust plc 19 Strategic Report Stripe  Stripe is a payments technology company. Founded in 2010 by Irish brothers Patrick and John Collison, the company is in the process of developing a platform for sending money seamlessly and compliantly between any two internet-connected nodes in the world. The company processes massive volumes of payments from a broad customer base, ranging from US start-ups to global giants. Stripe’s long-term ambition is to make entrepreneurship  conducted online. Stripe is a private company investment. Tesla  Tesla makes electric cars, battery storage and solar power systems. The company has proven that cars can be environmentally friendly without compromising on style, safety, or performance. We are in the early stages of a major shift in the transportation industry  on this. It is an innovative and mission-driven company whose success is aligned with the interests of the planet. Amazon   global retail and global IT spending. In retail, it competes on price, selection and convenience and is improving all three as  is less mature than its retail business, but it is no less exciting.  turn out to be one of the largest and most important market shifts of our time. Both opportunities are outputs of what is perhaps  optimises for customer delight. The company is run with a uniquely long-term perspective. It is willing to be bold and scale its experiments (and failures) as it grows. These cultural  combination of scale and immaturity.    class of medicines that leverage the body’s natural protein- production apparatus to treat diseases. It is known for its Covid-19 vaccine, but its long-term growth opportunity is far broader. mRNA is a foundational technology that theoretically has the potential to induce the production of just about any protein – human or non-human – inside our cells. This versatility opens up a wide range of therapeutic opportunities for mRNA. Furthermore, mRNA, like DNA, is, in a sense, digital, and is therefore programmable. In moving from one drug to the next, the delivery mechanism and building blocks remain the same. The only thing that changes is the code. Because of this, Moderna’s mRNA platform ought to be more scalable than past drug development approaches. Indeed, Moderna may have more in common with a software company than a traditional biotech business. * Total assets less current liabilities, before deduction of borrowings. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. © NVIDIA. NVIDIA designs and manufactures graphics processing units for the gaming and professional markets. NVIDIA  NVIDIA designs and manufactures graphics processing units (GPUs) for the gaming and professional markets. They are highly specialised semiconductor chips that can be used for a range  intelligence (‘AI’). After years of investment into both hardware  of generative AI, as its chips form the infrastructure layer to power large language models. NVIDIA is using its scale to further reinvest in its opportunity; designing new hardware to make data centres  help companies adopt AI more quickly. 20 Annual Report 2023  Oddity  Oddity is a cosmetics and skincare holding company, focused on launching online-only direct-to-consumer brands. Fundamentally, the company believes the western beauty industry has failed to make the transition to online and remains stuck in a paradigm of online replenishment purchases rather than customer acquisition. Oddity’s brands present customers with high quality products in high-retention categories, at prestige price points (foundation at US$45 vs US$8–16 for mass market) and take away the primary frictions of online purchasing through a returns guarantee and product matching. The promise and ambition is to use the common data-driven backbone to iteratively launch brands with US$1 billion plus sales potential and form a new type of Consumer Packaged Goods (‘CPG’) company. Strategic Report    and distribution media brand. Its base of more than 230 million subscribers allows it to invest in building a strong customer proposition through its library of exclusive and desirable content. This in turn attracts more subscribers, creating a powerful  shift from linear TV to on-demand streaming is still in the early  CoStar Group  CoStar provides information, analytics and online marketplaces to the commercial real estate industry in the US. The market for  transaction has numerous participants and copious information requirements and, to facilitate transactions, participants must have accurate and current information. CoStar provides this information through its CoStar Suite, a dataset that has been built up over three decades. It aims to provide industry professionals with the knowledge to research and complete transactions, price optimally and stay up to date with market changes. The company has leveraged its position to expand into online marketplaces in both commercial real estate, apartment listings and most recently residential real estate. The company is led by its ambitious founder, Andy Florance, who has shown himself to be a shrewd  long-term growth. © Francis Vachon / Alamy Stock Photo.  and distribution media brand. © Shutterstock/DCStockPhotography. Oddity’s brands present customers with high quality products in high-retention categories. * Total assets less current liabilities, before deduction of borrowings. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Baillie Gifford US Growth Trust plc 21 List of Investments as at 31 May 2023 Name Business 2023 Value £’000 % of total assets * 2022 Value £’000  Rocket and spacecraft company 2,374 0.4 2,122  Rocket and spacecraft company 732 0.1 655  Rocket and spacecraft company 20,041 3.3 17,917  Rocket and spacecraft company 4,568 0.8 4,083  Rocket and spacecraft company 11,505 1.9 10,285 39,220 6.5 35,062 Shopify Class A Cloud-based commerce platform provider 33,135 5.4 19,215 The Trade Desk Advertising technology company 32,448 5.3 26,818 Stripe Class B Common Online payment platform 2,281 0.4 4,452 Stripe Series G Preferred Online payment platform 11,110 1.8 21,678 Stripe Series H Preferred Online payment platform 1,430 0.2 1,865 Stripe Series I Preferred Online payment platform 10,860 1.8 – 25,681 4.2 27,995 Tesla  24,967 4.1 30,401 NVIDIA Graphics chips 24,334 4.0 12,481  Online retailer and cloud computing provider 22,361 3.7 21,988 Moderna Therapeutic messenger RNA 21,025 3.5 25,556  Subscription service for TV shows and movies 17,247 2.8 9,620 CoStar Group Commercial property information provider 15,817 2.6 12,610 Brex Class B Common Corporate credit cards for start-ups 8,050 1.3 10,922 Brex Series D Preferred Corporate credit cards for start-ups 7,574 1.3 10,276 15,624 2.6 21,198 Zipline International Series C Preferred Drone-based medical delivery 8,771 1.4 5,995  Drone-based medical delivery 4,970 0.8 3,695 Zipline International Series F Preferred Drone-based medical delivery 807 0.1 – 14,548 2.3 9,690 Workday  13,548 2.2 10,155 Faire Wholesale Online wholesale marketplace 4,546 0.7 7,590 Faire Wholesale Series F Preferred Online wholesale marketplace 5,114 0.9 7,886 Faire Wholesale Series G Preferred Online wholesale marketplace 3,789 0.6 4,569 13,449 2.2 20,045  Cloud-based provider of network services 12,589 2.1 9,551 Duolingo Mobile learning platform 11,944 2.0 3,162 Doordash Online local delivery 11,482 1.9 7,065 Watsco Air conditioning, heating and refrigeration equipment distributor 11,076 1.8 10,024 Alnylam Pharmaceuticals Therapeutic gene silencing 11,066 1.8 7,650 Discord Series I Preferred Communication software 11,006 1.8 11,740 Solugen Series C-1 Preferred  to make chemicals 7,257 1.2 7,010 Solugen Series D Preferred  to make chemicals 3,487 0.6 – 10,744 1.8 7,010  Digital mental health platform for enterprises 6,688 1.1 7,101 Lyra Health Series F Preferred Digital mental health platform for enterprises 1,591 0.3 1,656 8,279 1.4 8,757 Datadog IT monitoring and analytics platform 8,193 1.3 7,645 Roblox User generated content game company 8,115 1.3 – Databricks Series H Preferred Data and AI platform 7,974 1.3 8,193  Developer of a SaaS-based cloud data warehousing platform 7,598 1.3 6,124 Twilio Cloud-based communications platform 7,399 1.2 9,969 Novocure  7,182 1.2 8,406 Strategic Report 22 Annual Report 2023 Name Business 2023 Value £’000 % of total assets * 2022 Value £’000 Convoy Common Marketplace for truckers and shippers 557 0.1 – Convoy Series D Preferred Marketplace for truckers and shippers 2,962 0.5 4,834  Marketplace for truckers and shippers 2,792 0.5 3,967 Convoy Convertible Loan Note Marketplace for truckers and shippers 403 0.1 – 6,714 1.2 8,801 Snyk Ordinary Shares Developer of security software 2,424 0.4 1,659 Snyk Series F Preferred Developer of security software 4,061 0.6 3,889 6,485 1.0 5,548 Illumina Gene sequencing equipment and consumables 6,183 1.0 14,453 Chewy Online pet supplies retailer 6,168 1.0 4,868  Video game platform and software developer 6,060 1.0 10,555 Workrise Technologies Series D Preferred Jobs marketplace for the energy sector 2,662 0.4 3,595 Workrise Technologies Series D-1 Preferred Jobs marketplace for the energy sector 592 0.1 799  Jobs marketplace for the energy sector 2,741 0.5 3,531 5,995 1.0 7,925 Denali Therapeutics Clinical stage neurodegeneration company 5,803 1.0 4,590 Pinterest Image sharing and social media company 5,698 0.9 3,550 Penumbra Medical tools to treat vascular diseases 5,696 0.9 4,847 Oddity Tech Ltd Class A Online cosmetics and skincare company 5,648 0.9 – Zoom Video Communications Remote conferencing service provider 5,385 0.9 9,006 MarketAxess Holdings  5,071 0.9 5,475 BillionToOne Series C Preferred Molecular diagnostics technology platform 3,438 0.6 3,662 BillionToOne Promissory Note Molecular diagnostics technology platform 1,614 0.3 – 5,052 0.9 3,662 Away (JRSK) Series D Preferred Travel and lifestyle brand 1,698 0.3 1,327 Away (JRSK) Convertible Promissory Note 2021 Travel and lifestyle brand 1,075 0.2 1,085 Away (JRSK) Convertible Promissory Note Travel and lifestyle brand 1,075 0.2 1,085 Away (JRSK) Series Seed Preferred Travel and lifestyle brand 1,165 0.2 617 5,013 0.9 4,114 Roku Online media player 4,895 0.8 8,337 Wayfair Online furniture and homeware retailer 4,831 0.8 7,430 HashiCorp Open source infrastructure software 4,709 0.8 3,549   2,116 0.3 4,466   2,373 0.4 4,467 4,489 0.7 8,933  Single cell sequencing company 4,361 0.7 4,441 Coursera Online educational services provider 4,176 0.6 5,824 Tanium Class B Common Online security management 3,814 0.6 6,737 Nuro Series C Preferred Self-driving vehicles for local delivery 2,040 0.3 3,930 Nuro Series D Preferred Self-driving vehicles for local delivery 1,645 0.3 3,201 3,685 0.6 7,131 PsiQuantum Series D Preferred Silicon photonic quantum computing 3,535 0.6 3,770 Snap Class A Camera and social media company 3,399 0.6 4,889 Ginkgo Bioworks Bioengineering company developing microorganisms that produce various proteins 2,946 0.5 5,842 Airbnb Class B Common Online marketplace for travel accommodation 2,725 0.4 2,951 Doximity  medical professionals 2,680 0.4 - Niantic Series C Preferred Augmented reality games 2,608 0.4 3,841 Warby Parker Online and physical glasses retailer 2,406 0.4 3,846 Indigo Agriculture Common Agricultural technology company 11 <0.1 42  Agricultural technology company 1,415 0.2 1,414 Indigo Agriculture Series F Preferred Agricultural technology company 398 0.1 416 Indigo Agriculture Series G Preferred Agricultural technology company 551 0.1 592 2,375 0.4 2,464 Strategic Report Baillie Gifford US Growth Trust plc 23 Listed equities % Unlisted securities † % Net liquid assets # % Total assets * %      31 May 2022 63.2 36.4 0.4 100.0 Figures represent percentage of total assets. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. † Includes holdings in ordinary shares, preference shares and convertible promissory notes. # See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Name Business 2023 Value £’000 % of total assets * 2022 Value £’000 Lemonade Insurance company 2,335 0.4 3,111 Capsule Series 1-D Preferred Digital pharmacy 1,305 0.2 –  Digital pharmacy 807 0.1 – 2,112 0.3 – Recursion Pharmaceuticals Drug discovery platform 2,111 0.3 1,340   2,048 0.3 2,136 Thumbtack Class A Common Online directory service for local businesses 810 0.1 1,108 Thumbtack Series A Preferred Online directory service for local businesses 58 <0.1 79 Thumbtack Series B Preferred Online directory service for local businesses 4 <0.1 5 Thumbtack Series C Preferred Online directory service for local businesses 17 <0.1 23 Thumbtack Series I Preferred Online directory service for local businesses 1,113 0.2 1,135 2,002 0.3 2,350 Chegg Online education company 1,777 0.3 4,987 Rivian Automotive Developer of security platform 1,560 0.3 3,472 Sweetgreen Salad fast food chain 1,212 0.2 – Aurora Self-driving technology 368 0.1 1,003 Aurora Innovation Class B Common Self-driving technology 785 0.1 1,767 1,153 0.2 2,770 Blockstream Series B-1 Preferred Bitcoin and digital asset infrastructure 1,140 0.2 2,254 Sana Biotechnology Gene editing technology 929 0.2 825 Honor Technology Series D Preferred Home care provider 609 0.1 2,451  Home care provider 264 <0.1 1,037 873 0.1 3,488 Total Investments   Net Liquid Assets # 3,033 0.5 Total Assets   * Total assets less current liabilities, before deduction of borrowings. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Denotes security in listed company previously held in the portfolio as an unlisted (private company) investment. Denotes unlisted (private company) security. # See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Strategic Report  Contributors Absolute Performance % * Shopify Class A 2.6 NVIDIA 2.4  1.5 The Trade Desk 1.3 Duolingo 1.0 *  Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Denotes unlisted (private company) security. Denotes listed security previously held in the portfolio as an unlisted (private company) security. # First Republic Bank was sold during the period. Detractors Absolute Performance % * Stripe (2.7) First Republic Bank # (1.2) Faire Wholesale (1.2) Brex (1.1) Tesla (0.9) 24 Annual Report 2023 (31 May 2022) Consumer Discretionary 18.8% (20.7%) Communication Services 11.7% (4.2%) Net Liquid Assets 0.5% (0.4%) Information Technology 31.3% (33.8%) Materials 2.3% (1.1%) Industrials 16.2% (14.8%) Financials 3.9% (6.1%) Healthcare 13.7% (18.2%) Consumer Staples 1.3% (0.4%) Real Estate 0.3% (0.3%) * Total assets less current liabilities before deduction of borrowings. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Distribution of Total Assets Distribution of Total Assets by Growth Drivers Cultural outliers   # represents 0.5% of total assets * . * Total assets less current liabilities, before deduction of borrowings. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. # See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. INNOVATIVE HEALTHCARE 13.7% CHANGE IN EDUCATION 2.9% Duolingo Coursera Chegg THERAPIES (DEVELOPMENT STAGE) 1.2% Sana Biotechnology Denali Therapeutics THERAPIES (COMMERCIAL STAGE) 5.3% Moderna Alnylam Pharmaceuticals DATA MEETS HEALTHCARE 5.2% DEVICES 2.0% Illumina 10x Genomics Doximity Lyra Health Novocure Honor Capsule Penumbra BillionToOne,Inc. Recursion Pharmaceuticals DIGITISATION OF FINANCE 9.0% Brex Lemonade Blockstream  MarketAxess Stripe COMMERCIALISATION OF SPACE 6.5% SpaceX INDUSTRIALISATION OF BIOLOGY 2.7% Solugen Indigo Agriculture Ginkgo Bioworks EVOLUTION OF TRANSPORTATION 8.6% Zipline Aurora Nuro Convoy Rivian Tesla Inc BATTLE FOR OUR ATTENTION 11.3% Discord Roku Niantic Epic Games CAPITAL ALLOCATORS 3.1% Watsco FUTURE OF COMMERCE 24.6% Roblox Faire Wholesale Pinterest Snap CoStar Shopify Oddity DoorDash Airbnb Chewy Warby Parker (JAND) Away (JRSK) The Trade Desk  Workrise Wayfair Sweetgreen  Thumbtack NEW ENTERPRISE 17.1% PsiQuantum Twilio Tanium Datadog Databrick Zoom Snyk HashiCorp   NVIDIA Workday Amazon.com   for individual companies not playing out, rather than how index providers choose to classify companies. Strategic Report Baillie Gifford US Growth Trust plc 25 3 Listed – SPAC Private Companies Summary Transaction value Showing all transactions prior to report date (£’000). Concentration At 31 May 2023 we held 25 private companies which equated to 34.5% of total assets. — Five companies account for 51.6% of the private company exposure. — Ten companies account for 73.3% of the private company exposure. New buys Follow on funding rounds Oddity Tech Ltd BillionToOne Solugen Convoy Stripe Capsule Zipline No private companies listed or were taken-over during the year. Historical snapshot   £24.8m of new capital deployed in private companies during the year. 7 Listed 25 Currently held 202320222021202020192018 0 200,000 160,000 40,000 120,000 80,000 Buy Follow on Listed-SPAC Listed Private exposure (31 May 2023) Space Exploration Technologies 6.5% Stripe 4.2% Brex 2.6% Zipline International 2.3% Faire Wholesale 2.2% Others 16.7%  Total private company exposure Top 10 – 25.3% Top 5 – 17.8% 34.5% Strategic Report 26 Annual Report 2023 May 2023 Aug 2018 Mar 2023 Mar 2018 Mar 2019 Aug 2019 Mar 2020 Aug 2020 Mar 2021 Aug 2021 Mar 2022 Aug 2022 £m 50 0 40 30 % 20 10 1,200 400 1,000 600 800 200 0 Sour ce: Baillie Gifford. Total assets in sterling (left hand axis) Private company securities as a % of total assets (right hand axis) Private company securities and listed securities previously held in the portfolio as private comany securities as a % of total assets (right hand axis) # See Glossary of Terms and Alternative Performance Measures on pages 76 to 77. Warby Parker Snowflake Ginkgo Bioworks Airbnb Aurora Affirm 400 5000-100 200 300100 Absolute performance from initial investment to initial public offering Absolute performance from initial public offering to 31 May 2023 Total absolute performance from initial investment to 31 May 2023 Note: Absolute performance r eturns cannot be added together as they are geometric. Sour ce: StatPro/Baillie Gifford.   (absolute performance in sterling terms %) Private company securities and listed securities previously held as private company securities as a percentage of total assets # (plotted quarterly from March 2018) Strategic Report Cap Total equity value (USD) % of total assets * Number of holdings Micro <$300m 0.1 1 Small $300m–$2bn 8.5 11 Medium $2bn–$10bn 11.1 8 Large >$10bn 14.8 5   * Total assets less current liabilities before deduction of all borrowings. See Glossary of Terms and Alternative Performance Measures on pages 76 to 77. As at 31 May 2023. Size Our private company exposure tends to be weighted to the upper end of the maturity curve, focused on late stage private  Baillie Gifford US Growth Trust plc 27 The following charts indicate how an investment in Baillie Gifford US Growth Trust has performed relative to its comparative index and its underlying net asset value over the  Premium/(Discount) to Net Asset Value #  Five Year Active Share Relative to the Benchmark  Five Year Performance  Annual Net Asset Value and Share Price Returns Annual Net Asset Value and Share Price Returns (relative to the benchmark total returns) Ongoing Changes 2018 Cumulative to 31 May 2020 2021 2022 2023 2019 Source: Refinitiv and relevant underlying index providers # Share price return NAV (after deducting borrowings at fair value) return * Comparative index † 50 400 350 300 100 150 250 200 Source: Refinitiv/Baillie Gifford # Baillie Gifford US Growth Trust premium/(discount) The premium/(discount) is the difference between Baillie Gifford US Growth’s quoted share price and its underlying net asset value (after deducting borrowings at fair value). 2018 Years to 31 May 2020 2021 2022 2023 2019 (25%) (20%) (15%) 15% 10% 5% (5%) 0% (10%) Source: Baillie Gifford and relevant underlying index providers # Active share * 2018 Years to 31 May 2020 2021 2022 2023 2019 0% 100% 80% 60% 20% 40% Source: Refinitiv # NAV ( after deducting borrowings at fair value ) return * Share price return 2019 Y ears to 31 May 2020 2021 2022 2023 (60%) (20%) 0% 20% 80% 60% 40% (40%) Source: Refinitiv and relevant underlying index providers # NAV ( after deducting borrowings at fair value ) return relative to the comparative index † Share price return relative to the comparative index † 2019 Years to 31 May 2020 2021 2022 2023 (80%) (60%) (40%) 20% 60% 40% (20%) 0% Source: Baillie Gifford Ongoing charges are calculated as total operating costs divided by average net asset value (after deducting borrowings at fair value). 2019 Years to 31 May 2020 2021 2022 2023 0.0% 0.6% 1.0% 0.8% 0.2% 0.4% Five Year Summary † S&P 500 Index total return (in sterling terms). See disclaimer on page 75. # See disclaimer on page 75. * See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. Strategic Report 28 Annual Report 2023 The Strategic Report which incorporates pages 1 to 28 was approved by the Board on 9 August 2023. Tom Burnet Chairman Summary of Results Since Inception * Capital At 31 May Total assets £’000 Borrowings £’000 Shareholders’ funds £’000 Shareholders’ funds/net asset value (book) per share p Net asset value per share (fair) † p Share price p Premium/ (discount) (book) † % Premium/ (discount) (fair) † % 23 March 2018 # 169,466 – 169,466 97.96 97.96 100.50 2.6 2.6 2019 301,830 11,901 289,929 126.17 126.17 129.00 2.2 2.2 2020 490,762 14,560 476,202 181.92 181.92 189.00 3.9 3.9 2021 935,222 26,339 908,883 296.21 296.12 308.00 4.0 4.0 2022 623,860 39,674 584,186 191.44 191.63 168.00 (12.2) (12.3)          Revenue Gearing Ratios Period/year to 31 May Income £’000 Net return after tax £’000 Revenue earnings per ordinary share p ‡ Ongoing charges † % Gearing † % Gross gearing † % 2019 ¶ 699 (2,054) (1.09) 0.77 2 4 2020 595 (2,555) (1.05) 0.75 (1) 3 2021 648 (5,066) (1.78) 0.68 1 3 2022 568 (5,781) (1.88) 0.62 6 7         At 31 May Net asset value total return (fair) † Share price total return † Comparative index total return § 23 March 2018 # 100 100 100 2019 129 128 122 2020 186 188 141 2021 302 306 172 2022 196 167 193     *  † Alternative Performance Measure. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. #  ‡ The calculation of revenue earnings per share is based on the revenue from ordinary activities after taxation and the weighted average number of ordinary shares in issue (see note 7 on page 57). ¶ For the period 7 February 2018, date of incorporation of the Company, to 31 May 2019. §  Past performance is not a guide to future performance. Strategic Report Baillie Gifford US Growth Trust plc 29 Governance Report Members of the Board come from a broad variety of backgrounds. The Board can draw on a very extensive pool of knowledge and experience. Directors and Management Directors Sue Inglis Sue Inglis was appointed a Director on 5 March 2018 and is the Senior Independent Director. She has a wealth of experience from more than 30 years advising listed investment companies and  her executive roles included managing director – Corporate Finance    services group, at Shepherd & Wedderburn, a leading Scottish law   investment company sectors, which was acquired by Canaccord Genuity in 2009. Sue is currently the chairman of ThomasLloyd  Managed Portfolio Trust PLC, Momentum Multi-Asset Value Trust plc and Seraphim Space Investment Trust PLC. Tom Burnet – Chairman Tom Burnet was appointed a Director and Chairman on 5 March 2018 and is also Chairman of the Nomination Committee. He is chairman of Kainos Group plc, a London listed IT services business  Tom is also chairman of two privately owned technology businesses. Previously, Tom was managing director of Serco’s Defence Services  Watch (R.H.R.), having graduated with an MBA from the University  Graham Paterson Graham Paterson was appointed a Director on 5 March 2018 and is Chairman of the Audit Committee. He is an investment and  private equity industry. A chartered accountant, Graham was one of the founding partners of SL Capital Partners LLP (formerly Standard  board member until 2010. During his 13 years at SL Capital, he was  was a member of the advisory boards to a number of leading private equity fund managers. In 2013, Graham co-founded TopQ Software Ltd, a technology company which develops software for the private equity industry. TopQ Software was acquired by eVestment Inc (now part of NASDAQ Inc) in 2015, where Graham was a director of the private markets data and analytics business until early 2018. Graham is currently Chairman of Mobeus Income & Growth 4 VCT plc and a non-executive director of Invesco Perpetual UK Smaller Companies Investment Trust plc. Chris van der Kuyl Chris van der Kuyl was appointed a Director on 1 June 2021. He is one of Scotland’s leading entrepreneurs working across the technology, media, gaming and entertainment sectors. Chris is most notably co-founder and chairman of multiple award-winning games developer 4J Studios, best known for developing Minecraft for Microsoft, Sony and Nintendo games consoles. He and fellow co-founder, Paddy Burns, launched Chroma Ventures, the investment arm of 4J Studios, in 2021. Chris is also chairman of Puny Astronaut, Broker Insights, Stormcloud Games, Ace Aquatec and Parsley Box Plc and sits on the boards of Blippar, Ant Workshop and Chroma Developments. Alongside his commercial roles, he was the founding  multiple advisory and local charity boards. 30 Annual Report 2023 Governance Report Rachael Palmer Rachael Palmer was appointed a Director on 1 June 2021. She is an experienced strategy, marketing and business development professional with extensive experience working within the technology sector. Currently, Rachael leads Google’s VC and Startup Partnerships  consulted to numerous start-ups and led marketing and business   Microsoft where she held various product, marketing and business development roles. Rachael received her MBA from The Wharton  University of Pennsylvania. All Directors are members of the Nomination and Audit Committees.  The Company has appointed Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie Gifford & Co, as its Alternative Investment Fund Manager and Company Secretaries. Baillie Gifford & Co Limited has delegated portfolio management services to Baillie Gifford & Co. Dealing activity and transaction reporting have been further sub-delegated to Baillie Gifford Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited. Baillie Gifford & Co is an investment  WS, which had been involved in investment management since 1908. Baillie Gifford is one of the largest investment trust managers in the UK and currently manages thirteen closed-ended companies. Baillie Gifford also manages a listed investment company and open-ended investment companies, together with investment portfolios on behalf of pension funds, charities and other institutional clients, both in the UK and overseas. Funds under the management or advice of Baillie Gifford totalled around £230 billion at 8 August 2023.   staff of around 1,900. Gary Robinson and Kirsty Gibson are the co-portfolio managers.  Team and named managers of the Baillie Gifford American Fund. Baillie Gifford & Co Limited and Baillie Gifford & Co are both authorised and regulated by the Financial Conduct Authority. Baillie Gifford US Growth Trust plc 31 Directors’ Report The Directors present their Report together with the Financial Statements of the Company for the year to 31 May 2023. Corporate Governance The Corporate Governance Report is set out on pages 34 to 37 and forms part of this Report.  Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie Gifford & Co, has been appointed as the Company’s Alternative Investment Fund Manager (‘AIFM’) and Company Secretaries. Baillie Gifford & Co Limited has delegated portfolio management services to Baillie Gifford & Co. Dealing activity and transaction reporting has been further sub-delegated to Baillie Gifford Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited. The Investment Management Agreement between the AIFM and the Company sets out the matters over which the Managers have authority in accordance with the policies and directions of, and subject to restrictions imposed by, the Board. The Investment Management Agreement is terminable on not less than six months’ notice. Compensation fees would only be payable in respect of the notice period if termination by the Company were to occur within a shorter notice period.  of net assets, 0.55% on the next £900 million of net assets and 0.50% on the remaining net assets. Management fees are calculated and payable quarterly. The Board is of the view that calculating the fee with reference to performance would be    investment management and secretarial arrangements on a continuing basis and a formal review is conducted at least annually. The Board considers, amongst others, the following topics in its review: — the quality of the personnel assigned to handle the Company’s affairs; — the investment process and the results achieved to date; — the administrative services provided by the Secretaries; and — the marketing effort undertaken by the Managers. Following the most recent review, it is the opinion of the Directors that the continuing appointment of Baillie Gifford & Co Limited as AIFM and Company Secretaries and the delegation of the investment management services to Baillie Gifford & Co, and the further sub-delegation of dealing activity and transaction reporting to Baillie Gifford Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited, on the terms agreed, is in the interests of the Company and the shareholders as a whole due to the strength of the investment management team, the Managers’ commitment to the investment trust sector, the quality of the secretarial and administrative functions and the marketing efforts undertaken by the Managers. Depositary In accordance with the Alternative Investment Fund Managers Directive, the AIFM must appoint a Depositary to the Company. The Bank of New York Mellon (International) Limited has been appointed as the Company’s Depositary. The Depositary’s responsibilities include cash monitoring, safe  and maintaining a record of other assets and monitoring the Company’s compliance with investment limits and leverage requirements. The custody function is also undertaken by The Bank of New York Mellon (International) Limited (‘the Custodian’). Directors The names and biographical details of the Board members who served on the Board as at the year end and up to the date the Financial Statements were signed can be found on pages 29 and 30.  Meeting and offer themselves for re-election. Following formal performance evaluation, the Board concluded that the performance of the Directors continues to be effective and each remains committed to the Company. Their contribution to the Board is greatly valued and the Board recommends their re-election to shareholders.  The Company has entered into qualifying third party deeds of indemnity in favour of each of its Directors. The deeds, which were in force during the year to 31 May 2023 and up to the date of approval of this Report, cover any liabilities that may arise to a third party, other than the Company, for negligence, default  respect of liabilities to the Company, any regulatory or criminal  in which the Director is convicted or civil proceedings brought by the Company in which judgement is given against him or her. In addition, the indemnity does not apply to any liability to the extent that it is recovered from another person.    the Nomination Committee on an annual basis. The Committee considers these carefully, taking into account the circumstances surrounding them and makes a recommendation to the Board  Board authorisation is for a period of one year.  no situations which gave rise to a direct or indirect interest of  Share Capital Capital Structure The Company’s capital structure (excluding treasury shares) as at 31 May 2023 consisted of 305,153,700 ordinary shares of 1p each, see note 13. At 31 May 2023, 2,206,300 shares were held in treasury. There are no restrictions concerning the holding or transfer of the Company’s ordinary shares and there are no special rights attached to any of the shares. Governance Report 32 Annual Report 2023 Dividends The ordinary shares carry a right to receive dividends. Interim dividends are determined by the Directors, whereas any proposed  objective is to produce capital growth and the policy is only to  to maintain investment trust status. No dividends were declared during the period. Capital Entitlement On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to ordinary shareholders in proportion to their shareholdings. Voting  to one vote on a show of hands and, on a poll, to one vote for every share held. Information on the deadlines for proxy appointments can be found on pages 70 and 71.  Name No. of ordinary 1p shares held at 31 May 2023 % of issue Quilter plc (indirect) 30,492,080 10.0 Brewin Dolphin Limited (indirect) 27,039,346 8.9 Tilney Smith & Williamson Limited (indirect) 15,368,104 5.0  15,273,156 5.0 There have been no other changes to the major interests in the Company’s shares intimated up to 4 August 2023.  Issuance of Shares At the last Annual General Meeting, the Directors were granted shareholders’ approval for a general authority to allot shares and also an authority to issue shares or sell shares held in treasury  to existing shareholders pro-rata to their existing holdings). No shares were issued during the year (2022 – 525,000 were issued at a premium to net asset value, raising proceeds of £1,812,000). Both authorities expire at the forthcoming Annual General Meeting and the Directors are seeking shareholders’ approval to renew them for a further year, as detailed below. Resolution 10 in the Notice of Annual General Meeting seeks a general authority in substitution to the Company’s existing authorities for the Directors to issue ordinary shares or C shares up to an aggregate nominal amount of £1,017,179.00. This amount represents one-third of the Company’s total ordinary share capital in issue (excluding treasury shares) at 4 August 2023 and meets institutional guidelines. This authority would be in substitution for the existing authority and will continue until the conclusion of the Annual General Meeting to be held in 2024 or on the expiry of 15 months from the passing of the resolutions, if earlier. Resolution 11, which is proposed as a special resolution, seeks authority for the Directors to allot equity securities or sell treasury shares on a non pre-emptive basis for cash up to an aggregate nominal amount of £305,153.70 (representing 10% of the issued ordinary share capital of the Company as at 4 August 2023). This authority would be in substitution for the existing authority and will continue until the conclusion of the Annual General Meeting to be held in 2024 or on the expiry of 15 months from the passing of the resolutions, if earlier. The Directors consider that the authorities proposed to be granted by Resolutions 10 and 11 continue to be advantageous when the Company’s shares trade at a premium to net asset value and the level of natural liquidity in the market is unable to meet demand. The Directors do not intend to use these authorities to sell or issue ordinary shares on a non pre-emptive basis at a discount to net asset value. Such authorities will only be used to issue ordinary shares or sell ordinary shares from treasury at a premium to net asset value and only when the Directors believe that it would be in the best interests of the Company to do so. The Directors believe that the ability to buyback shares at a discount and re-sell them or issue new ordinary shares at a premium are useful tools in smoothing supply and demand. 2,206,300 shares were held in treasury as at 4 August 2023.  At the last Annual General Meeting the Company was granted authority to purchase up to 45,742,539 ordinary shares (equivalent to approximately 14.99% of its issued share capital as at 5 August 2022). This authority expires at the forthcoming Annual General Meeting. No shares were bought back during the year under review (2022 – 2,206,300) and 2,206,300 shares are held in treasury. Between 1 June and 4 August 2023, no shares were bought back. Share buy-backs may be made principally: (i) to enhance net asset value for continuing shareholders by purchasing shares at a discount to the prevailing net asset value; and (ii) to address any imbalance between the supply of and the demand for the Company’s shares that results in a discount of the quoted market price to the published net asset value per share. The Company may hold bought back shares in treasury and then: (i) sell such shares (or any of them) for cash (or its equivalent under the Companies Act 2006); or (ii) cancel the shares (or any of them). Shares will only be re-sold from treasury at a premium to net asset value per ordinary share. Governance Report Baillie Gifford US Growth Trust plc 33 The Directors are seeking shareholders’ approval at the Annual General Meeting to renew the authority to purchase up to 45,742,539 ordinary shares, equivalent to approximately 14.99% of the Company’s ordinary shares in issue as at 4 August 2023, being the latest practicable date prior to publication of this document, or, if less, up to 14.99% of the ordinary shares in issue (excluding treasury shares) on the date on which the resolution is passed), such authority to expire at the Annual General Meeting of the Company to be held in 2024. In accordance with the Listing Rules the maximum price (excluding expenses) that may be paid on the exercise of the authority must not exceed the higher of: (i) 5% above the average closing price on the London Stock  immediately preceding the date of purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid as stipulated by  2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation  The minimum price (exclusive of expenses) that may be paid will be the nominal value of an ordinary share. Purchases of shares will be made within guidelines established, from time to time, by the Board. Your attention is drawn to Resolution 12 in the Notice of Annual General Meeting. Recommendation The Board considers each resolution being proposed at the Annual General Meeting to be in the best interests of the Company and its shareholders as a whole and it unanimously recommends that all shareholders vote in favour of them, as each Director intends to do  Articles of Association The Company’s Articles of Association may only be amended by special resolution at a General Meeting of shareholders. Financial Instruments  portfolio, cash balances, bank borrowings and debtors and creditors that arise directly from its operations such as sales and   instruments and the exposure of the Company to risk are disclosed in note 19 to the Financial Statements. Disclosure of Information to Auditor  there is no relevant audit information of which the Company’s Auditor is unaware and the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information. Governance Report Independent Auditor A formal tender process was carried out by the Company’s Audit Committee. Following this process, the Board has approved the   has expressed its willingness to be appointed Auditor to the Company. The appointment is subject to shareholder approval at the Annual General Meeting to be held on 18 September 2023  remuneration will be submitted to the Annual General Meeting. The Board extends its appreciation to KPMG LLP for its services as Auditor. Post Balance Sheet Events  Sheet events up to 4 August 2023 other than those noted in note 20 on page 68. Greenhouse Gas Emissions and Streamlined Energy & Carbon Reporting (‘SECR’) All of the Company’s activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. For the reasons set out above, the Company considers itself to be a low energy user and therefore is not required to disclose  Bribery Act  is committed to carrying out business fairly, honestly and openly.  policies and procedures in place to prevent bribery.   criminal facilitation of tax evasion. On behalf of the Board Tom Burnet Chairman 9 August 2023 34 Annual Report 2023 Corporate Governance Report The Board is committed to achieving and demonstrating high standards of corporate governance. This statement outlines how the principles of the 2018 UK Corporate Governance Code (the ‘Code’) which can be found at frc.org.uk and the principles of the Association of Investment Companies Code of Corporate Governance (the ‘AIC Code’) were applied throughout the  practice for investment companies and can be found at theaic.co.uk. Compliance  the year under review with the relevant provisions of the Code and the recommendations of the AIC Code. The Code includes provisions relating to the role of the chief executive, executive directors’ remuneration and the need for an internal audit function. Given that the Company is an externally managed investment trust, the Board considers these provisions are not relevant to the Company (the need for an internal audit function   against the AIC Code will be meeting their obligations in relation to the UK Code. The Board The Board has overall responsibility for the Company’s affairs. It has a number of matters formally reserved for its approval including strategy, investment policy, currency hedging, gearing, treasury matters, dividend and corporate governance policy. A separate strategy session is held annually. The Board also reviews the Financial Statements, investment transactions, revenue budgets and performance of the Company. Full and timely information is provided to the Board to enable the Board to function effectively and to allow Directors to discharge their responsibilities.  are non-executive. The Chairman, Mr TJW Burnet, is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda. The executive responsibilities for investment management have been delegated to the Company’s Alternative Investment Fund Manager (‘AIFM’), Baillie Gifford & Co Limited, and in the context of a Board comprising entirely non-executive Directors, there is  Ms SP Inglis. The Directors believe that the Board has a balance of skills and experience which enable it to provide effective strategic leadership and proper governance of the Company. Information about the Directors, including their relevant experience, can be found on pages 29 and 30. There is an agreed procedure for Directors to seek independent professional advice if necessary at the Company’s expense. No such advice was sought in the year to 31 May 2023 or 31 May 2022. Appointments to the Board The terms and conditions of Directors’ appointments are set out in formal letters of appointment which are available for inspection on request. Under the provisions of the Company’s Articles of Association, a Director appointed during the period is required to retire and seek election by shareholders at the next Annual General Meeting. In accordance with the Code, all Directors will retire  offer themselves for re-election. The reasons why the Board supports the re-election are set out on page 31. Directors are not entitled to any termination payments in relation to their appointment. Chairman and Directors’ Tenure The Nomination Committee has considered the question of tenure for Directors and has concluded that there should not be a set maximum time limit for a Director or Chairman to serve on the Board. The Nomination Committee keeps under review the balance of skills, knowledge, experience, performance and length of service of the Directors ensuring the Board has the right combination of skills and preservation of knowledge and experience balanced with the appointment of new Directors bringing in fresh ideas and perspective. Independence of Directors All of the Directors are considered by the Board to be independent of the Managers and free of any business or other relationship which could interfere with the exercise of their independent judgement. The Directors recognise the importance of succession planning for company boards and reviews the Board composition annually. The Board is of the view that length of service will not necessarily compromise the independence or contribution of Directors of an investment trust company, where continuity and experience can  Following formal performance evaluation the Board considers that each Director continues to be independent in character and  to the Board.  There is an annual cycle of Board meetings which is designed to address, in a systematic way, overall strategy, review of investment policy, investment performance, gearing, premium/discount, marketing, revenue budgets, dividend policy and communication  regularly to discharge its duties effectively. The following table shows the attendance record for the Board and Committee meetings held during the year, excluding ancillary and sub-committee meetings. The Annual General Meeting was attended by all of the Directors. Governance Report Baillie Gifford US Growth Trust plc 35  Board Audit Committee Nomination Committee Number of meetings    TJW Burnet 4 2 1 SP Inglis 4 2 1 GD Paterson 4 2 1 CRD van der Kuyl 4 2 1 RL Palmer 4 2 1 Nomination Committee The Nomination Committee consists of the whole Board due to  of the Committee. The Committee meets on an annual basis and at such other times as may be required. The Committee has written terms of reference which include reviewing the composition of the Board, identifying and nominating new candidates for appointment to the Board, Board appraisal, Board independence, succession planning and training. The Committee also considers whether Directors should be recommended for re-election by shareholders. The Committee is responsible for  recommendations to the Board on whether or not the potential  The Committee’s terms of reference are available on request from the Company and on the Company’s page on the Managers’ website: bgusgrowthtrust.com. Board Diversity Board Diversity Policy Appointments to the Board are made on merit with due regard  backgrounds and cognitive and personal strengths. The priority in appointing new Directors is to identify the candidate with the best range of skills and experience to complement existing Directors, with a view to ensuring that the Board remains well placed to help the Company achieve its investment and governance objectives. The following disclosures are provided in respect of the FCA Listing Rules targets that: i) 40% of a board should be women; ii) at least one senior role should be held by a woman; and iii) at least one board member should be from a non-white ethnic  criteria. The breakdown of gender diversity and ethnic background on the Board is shown below.  Gender Number of Board Members Percentage of the Board Number of Senior Positions on the Board Men 3 60% 1 * Women 2 40% 1 * The Board Chairman, being a senior position in accordance with the FCA Listing Rules. The Board also considers the Nomination Committee and Audit Committee Chairs to be senior positions. The Nomination Committee Chair is also the Board Chairman. The Audit Committee Chair is a man. Ethnic Background Number of Board Members Percentage of the Board Number of Senior Positions on the Board White British or other White (including minority white groups) 4 80% 2 * Black/African/Caribbean/Black British 1 20% – * The Board Chairman and SID, being senior positions in accordance with the FCA Listing Rules. The Board also considers the Nomination Committee and Audit Committee Chairs to be senior positions. The Nomination Committee Chair is also the Board Chairman. The Audit Committee Chair’s ethnic background is White. As at 31 May 2023, the Board did comply with the FCA Listing Rule target with respect to ethnic background and the 40% target for women. The Board also meets the FCA Listing Rules target for a woman holding a senior role on the Board (Ms SP Inglis is the Senior Independent Director). As an externally managed   Committee and Nomination Committee to be senior roles in addition to the roles of Senior Independent Director and Board  Board Composition  of having a range of skilled and experienced Directors, balancing  with the desirability of ensuring regular refreshment of the Board. The Board reviewed the composition of the Board during the year in consideration of succession planning and developing a diverse pipeline. In line with the AIC Corporate Governance Code principle that ‘a successful company is led by an effective Board, whose role is to promote the long-term sustainable success of the company, generating value for shareholders and contributing to wider society’ the Board will be undertaking a recruitment process in the coming years to allow time for an appropriate transition period. The intention of the Board is that any Director retirements will be staggered ensuring the experience and diversity of the Board is maintained and effective succession planning occurs. Performance Evaluation An appraisal of the Chairman, each Director and a performance evaluation and review of the Board as a whole and its Committees was carried out during the year. After completing an evaluation questionnaire the results were discussed and reviewed by the Board. The appraisal of the Chairman was led by Ms SP Inglis, the Senior Independent Directo r. The appraisals and evaluations considered, amongst other criteria, the balance of skills of the Board, training and development requirements, the contribution of individual Directors and the overall effectiveness of the Board and its Committees. Following this process it was concluded that the performance of each Director, the Chairman, the Board and its Committees continues to be ef fective and each Director and the Chairman remains committed to the Company. Governance Report 36 Annual Report 2023 A review of the Chairman’s and other Directors’ commitments    commitments during the year.  there is no requirement for the Board to use external consultants to assist with the evaluation process. The Board acknowledges the  the current review process provides the appropriate level of rigour  external performance evaluation is kept under review. Induction and Training New Directors are provided with an induction programme which is tailored to the particular circumstances of the appointee.  were provided to the Board by the Managers and Secretaries. The Directors receive other relevant training as necessary. Remuneration As all the Directors are non-executive, there is no requirement for a separate Remuneration Committee. Directors’ fees are considered by the Board as a whole within the limits approved by shareholders. The Company’s policy on remuneration is set out in the Directors’ Remuneration Report on pages 41 and 42. Audit Committee The report of the Audit Committee is set out on pages 38 to 40.  The Directors acknowledge their responsibility for the Company’s risk management and internal controls systems and for reviewing their effectiveness. The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.   the Company in accordance with the FRC guidance ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’. The practical measures in relation to the design, implementation and maintenance of control policies and procedures to safeguard the Company’s assets and to manage its affairs properly, including the maintenance of effective operational and compliance controls, have been delegated to the Managers and Secretaries. The Board oversees the functions delegated to the Managers and Secretaries and the controls managed by the AIFM in accordance with the UK Alternative Investment Fund Managers Directive (as detailed below). Baillie Gifford & Co’s Internal Audit and Compliance Departments and the AIFM’s permanent risk function provide the Audit Committee with regular reports on their monitoring programmes. The reporting procedures for these departments  Gifford & Co conducts an annual review of its system of internal controls which is documented within an internal controls report  Controls of Service Organisations made available to Third Parties. This report is independently reviewed by Baillie Gifford & Co’s Auditor and a copy is submitted to the Audit Committee. A report identifying the material risks faced by the Company and the key controls employed to manage these risks is reviewed by the Audit Committee. These procedures ensure that consideration is given regularly to the nature and extent of risks facing the Company and that they are being actively monitored. Where changes in risk have  assess whether further action is required to manage these risks.  of the Company’s risk management and internal controls systems which accord with the FRC ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ and they have procedures in place to review their effectiveness   the year under review and up to the date of this Report.   place up to the date of approval of this Report. To comply with the UK Alternative Investment Fund Managers Directive, The Bank of New York Mellon (International) Limited acts as the Company’s Depositary and Baillie Gifford & Co Limited as its AIFM. The Depositary’s responsibilities include cash monitoring,  ownership and maintaining a record of other assets and monitoring the Company’s compliance with investment limits and leverage requirements. The Depositary is liable for the loss  ensure that any delegate segregates the assets of the Company. The Company’s Depositary also acts as the Company’s Custodian. The Custodian prepares reports on its key controls and safeguards which are independently reviewed by its appointed auditor, KPMG LLP. The reports are reviewed by Baillie Gifford’s Business Risk Department and a summary of the key points is reported to the Audit Committee and any concerns are investigated. The Depositary provides the Audit Committee with a report on its monitoring activities. The AIFM has established a permanent risk management function to ensure that effective risk management policies and procedures are in place and to monitor compliance with risk limits. The AIFM has a risk management policy which covers the risks associated with the management of the portfolio, and the adequacy and effectiveness of this policy is reviewed and approved at least annually. This review includes the risk management processes and systems and limits for each risk area. The risk limits, which are set by the AIFM and approved by the  of the portfolio. These limits, including leverage (see page 75) are monitored and the sensitivity of the portfolio to key risks is undertaken periodically as appr opriate to ascertain the impact   monitoring and stress testing undertaken by Baillie Gifford’s Business Risk Department are escalated to the AIFM and reported to the Board along with any remedial measures being taken. No exceptions occurred during the year. Governance Report Baillie Gifford US Growth Trust plc 37 Going Concern In accordance with The Financial Reporting Council’s guidance on going concern and liquidity risk, the Directors have undertaken a rigorous review of the Company’s ability to continue as a going concern. The Company’s principal risks are market related and include market risk, liquidity risk and credit risk. An explanation of these risks and how they are managed is set out on pages 6 and 7 and contained in note 19 to the Financial Statements. The Board has, in particular, considered the impact of heightened market volatility due to macroeconomic and geopolitical concerns,  but does not believe the Company’s going concern status is affected . The Company’s assets, the majority of which are investments in quoted securities which are readily realisable, exceed its liabilities  Gearing levels and compliance with borrowing covenants are reviewed by the Board on a regular basis. As at 31 May 2023, the Company had a net current liability of £37.3 million primarily  with ING Bank N.V., London Branch, which matured on 31 July  Bank N.V., London Branch, due to mature on 23 October 2023. Subsequent to the year end on 26 July 2023, a new unsecured US$25 million three-year revolving credit facility was drawn down from ING Bank N.V., London Branch. The Company has continued to comply with the investment trust status requirements of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. Accordingly, the Financial Statements have been prepared on the going concern basis as it is the Directors’ opinion, having assessed the principal and emerging risks and other matters set out in the Viability Statement on pages 7 and 8 which assesses the  Company will continue in operational existence for a period of at least twelve months from the date of approval of these Financial Statements. Relations with Shareholders The Board places great importance on communication with shareholders. The Company’s Managers meet regularly with shareholders and their representatives and report shareholders’ views to the Board. The Chairman is available to meet with shareholders as appropriate. Shareholders wishing to communicate with any member of the Board may do so by  the Company’s broker, Panmure Gordon (UK) Limited (see contact details on the back cover). The Company’s Annual General Meeting provides a forum for communication with all shareholders. The level of proxies lodged for each resolution will be announced at the Meeting and is published on the Company’s page of the Managers’ website bgusgrowthtrust.com subsequent to the meeting. The notice period for the Annual General Meeting is at least twenty working day s. Shareholders and potential investors may obtain up-to-date information on the Company at bgusgrowthtrust.com. Corporate Governance and Stewardship The Company has given discretionary voting powers to Baillie Gifford & Co. The Managers vote against resolutions they consider may damage shareholders’ rights or economic interests and report their actions to the Board. The Company believes that it is in the shareholders’ interests to  including climate change, when selecting and retaining investments and has asked the Managers to take these issues into account as long as the investment objectives are not compromised. The Managers do not exclude companies from  but adopt a positive engagement approach whereby matters are discussed with management with the aim of improving the relevant policies and management systems and enabling the  investment returns. The Managers’ statement of compliance with the UK Stewardship Code can be found on the Managers’ website at bailliegifford.com. The Managers’ policy has been reviewed and endorsed by the Board. Baillie Gifford & Co has considered the Sustainable Finance Disclosure Regulation (‘SFDR’) and further details can be found on page 75. Climate Change The Board recognises that climate change poses a serious threat to our environment, our society and to economies and companies ar ound the globe. Addressing the underlying causes is likely to result in companies that are high emitters of carbon facing greater societal and regulatory scrutiny and higher costs to account for the true environmental impact of their activities. The Managers pursuit of long-term growth opportunities typically involves investment in entrepreneurial, disruptive and technology-driven businesses. These companies are often capital-light with a low carbon footprint. The Manager has engaged an exter nal provider to map the carbon footprint of the portfolio, using the information to prioritise engagement and understand what higher emitting companies ar e doing to manage climate risk better. This analysis estimates that the carbon intensity of Baillie Gifford US Growth’s portfolio is 89.3% lower than the index (S&P 500 Index). This analysis estimate is based on the 65% of the value of the Company’s portfolio which reports on carbon emissions and other carbon related  of the portfolio per unit of output and assesses the portfolio’s exposur e to carbon-intensive companies. Baillie Gifford’s Task Force on Climate-Related Financial Disclosures (‘TCFD’) Climate Report is available on the Managers’ website at bailliegifford.com. A TCFD climate report for Baillie Gifford US Growth is available on the Company’s page of the Managers’ website at bgusgrowthtrust.com. The Managers, Baillie Gifford & Co, are signatories to the Principles for Responsible Investment, the Net Zero Asset Managers initiative and the Carbon Disclosure Project and are also members of the Asian Corporate Governance Association and the International Corporate Governance Network. On behalf of the Board Tom Burnet Chairman 9 August 2023 Governance Report 38 Annual Report 2023 The Audit Committee consists of all the independent Directors. The 2019 AIC Code of Corporate Governance permits the Chairman of the Board to be a member of the Audit Committee. The Board believes that Mr TJW Burnet’s knowledge, experience  The members of the Committee consider that they have the  of the Committee. Mr GD Paterson, Chairman of the Committee, is a Chartered Accountant.  its written terms of reference which are available on request from the Company Secretaries and at bgusgrowthtrust.com. The terms of reference are reviewed annually. The Committee’s effectiveness is reviewed on an annual basis as part of the Board’s performance evaluation process. At least once a year the Committee meets with the external Auditor without any representative of the Managers being present.  The Committee met twice during the year, and the external Auditor, KPMG LLP, attended both meetings. Baillie Gifford & Co’s Internal Audit and Compliance Departments and the AIFM’s permanent risk function provided reports on their monitoring programmes for these meetings. In addition, the external Auditor met with the Audit Committee Chairman on an ad hoc basis to discuss matters pertinent to the Committee as they arose. The matters considered, monitored and reviewed by the Committee during the course of the year included the following: — the results announcement and the Annual and Interim Reports; — the Company’s accounting policies and practices and the implementation of the Managers’ valuation policy for investments in unquoted companies; — the regulatory changes impacting the Company; — the fairness, balance and understandability of the Annual Report and Financial Statements and whether it provided the information necessary for shareholders to assess the Company’s performance, business model and strategy; — the effectiveness of the Company’s internal control environment; — the audit tender process and appointment, remuneration and terms of engagement of the external Auditor; — the policy on the engagement of the external Auditor to supply non-audit services; — the independence and objectivity of the external Auditor and the effectiveness of the external audit process; — the need for the Company to have its own internal audit function; — internal controls reports received from the Managers and Custodian; and — the arrangements in place within Baillie Gifford & Co whereby   Internal Audit The Committee continues to believe that the compliance and internal controls systems and the internal audit function in place  system of internal control, which safeguards shareholders’ investment and the Company’s assets, is maintained. An internal  unnecessary. Financial Reporting  risk likely to impact the Financial Statements is the existence, ownership and valuation of investments as they represent 99.5% of total assets. Unlisted (Private Company) Investments The Committee reviewed the Managers’ valuation approach for investments in unquoted companies (as described on pages 14, 54 and 55) and approved the valuations of the unlisted investments following a detailed review of the valuation of each investment and relevant challenge where appropriate.    relevant investee companies. Listed Investments The majority of the investments are in quoted securities and market prices are readily available from independent external pricing sources. The Committee reviewed Baillie Gifford’s Report on Internal Controls which details the controls in place regarding the recording and pricing of investments. The Managers agreed the prices of all the listed investments at 31 May 2023 to external price sources and the holdings were agreed   FRC Review The Financial Reporting Council (‘FRC’) reviewed the Company’s Annual Report and Financial Statements for the year to 31 May 2022.  analysis disclosed to demonstrate the sensitivity of private company investments to changes in the assumptions underpinning the calculation of their fair value (see note 19 on pages 65 to 67). Additional detail was provided and a number of improvements have been made to the disclosure enhancing its understandability. The FRC notes that its review does not provide assurance that the Annual Report and Financial Statements are correct in all material respects and that its role is not to verify the information provided but to consider compliance with reporting requirements. Audit Committee Report Governance Report Baillie Gifford US Growth Trust plc 39  The Committee reviewed the Managers’ Report on Internal Controls which details the controls in place regarding completeness and accurate recording of investment income. The accounting treatment of special dividends received or receivable during the year is reviewed by the Managers as they arise. The Committee considered the factors that might affect the  to continue as a going concern for at least twelve months from the date of signing of the Financial Statements, together with  projections of the Company, the liquidity of its investment portfolio, compliance with debt covenants, availability of borrowing facilities, and the Company’s ability to meet its obligations as they fall due. The Committee also reviewed the Viability Statement on pages 7 and 8 and statement on Going Concern on page 37. Following this assessment, the Committee recommended to the Board the appropriateness of the Going Concern basis in preparing the  Statement and statement on Going Concern.  were not aware of any material misstatements in the context of the Financial Statements as a whole and that the Financial Statements are in accordance with applicable law and accounting standards.  The Committee reviewed the effectiveness of the Company’s risk management and internal controls systems as described on  under review. External Auditor  external Auditor, the Committee reviewed: — the Auditor’s audit strategy for the year to 31 May 2023 which included a report from the Auditor describing their arrangements to manage auditor independence and received  — the extent of non-audit services provided by the external Auditor. There were no non-audit fees paid to KPMG LLP in the year to 31 May 2023 or the year to 31 May 2022. To assess the effectiveness of the external Auditor, the Committee reviewed and considered:   — the Audit Quality Inspection Report on KPMG LLP issued by the FRC’s Audit Quality Review team (‘AQRT’); and — detailed discussion with audit personnel to challenge audit processes and deliverables. Non-audit service requests are considered on a case by case basis.  the Committee considered and reviewed: — the Auditor’s engagement letter; — the Auditor’s proposed audit strategy; — the audit fee; and — a report from the Auditor on the conclusion of the audit. KPMG LLP was appointed as the Company’s Auditor, by the Directors, on 23 April 2018. The audit partner responsible for  with professional and regulatory standards in order to protect independence and objectivity and to provide fresh challenge to the business. Mr John Waterson, the current audit partner, has   it believes it is independent within the meaning of regulatory and professional requirements and that the objectivity of the audit partner and staff is not impaired. Having carried out the review described above, the Committee is  for the purposes of this year’s audit. There are no contractual obligations restricting the Committee’s choice of external Auditor. Audit Tender The Committee acknowledges its responsibility to monitor and, at suitable junctures, to test the external audit market in order to ensure that the provision of external audit services to the Company remains of a high quality as well as cost proportionate, by reference to developing industry practice and expectations. The Committee is aware that the scope, complexity and associated cost of external audit engagements continues to increase across the market, driven by a number of factors including growing regulatory expectations, new auditing  a high-quality audit and a challenging audit labour market. The Audit Committee undertook a formal audit tender process  onwards. In March 2023, invitations to tender were sent out to  to tender. KPMG LLP, the current auditor, was included in that list and invited to tender. The invitations to tender included selection criteria including industry experience, credentials and relevant experience of the proposed audit team, audit approach, quality assurance, independence and governance and fees. The invitations included  proposal documents and presentations. Governance Report 40 Annual Report 2023 Governance Report   Audit Committee meeting. Following the presentations the      & Young LLP is being put to shareholders at the Annual General Meeting being held on 18 September 2023 (see Notice of Annual General Meeting on page 69). Regulatory Compliance  with the requirements of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, which relates to the frequency and governance of tenders for the appointment of the external auditor and the setting of policy on the provision of non-audit services. Accountability and Audit The respective responsibilities of the Directors and the Auditor in connection with the Financial Statements are set out on pages 43 to 49. On behalf of the Board Graham Paterson Audit Committee Chairman 9 August 2023 Baillie Gifford US Growth Trust plc 41 Directors’ Remuneration Report This report has been prepared in accordance with the requirements of the Companies Act 2006. Statement by the Chairman The Directors’ Remuneration Policy is subject to shareholder approval every three years or sooner if an alteration to the policy is proposed. The Remuneration Policy which is set out below was last appr oved at the Annual General Meeting in September 2022 and no changes to the policy are proposed. For the year to 31 May 2023 the Directors’ remuneration was set at £ 29,290 per annum for each Director other than the Chairman, who received an additional £11,110 per annum, Chairman of the Audit Committee, who received an additional £5,050 per annum, and the Senior Independent Director who received an additional £1,515 per annum. The Board reviewed the level of fees during the year and agreed that, with effect from 1 June 2023 the fee for the Chairman would increase to £42,420, the Directors’ fees would increase to £30,755, the additional fee for the Chairman of the Audit Committee would increase to £7,000 and the additional fee for the Senior Independent Director would increase to £1,590. The fees were last increased on 1 June 2022. Directors’ Remuneration Policy The Board is composed wholly of non-executive Directors, none of whom has a service contract with the Company. There is no separate r emuneration committee and the Board as a whole considers changes to Directors’ fees from time to time. The Board’s policy is that the remuneration of Directors should be set at a reasonable level that is commensurate with the duties and responsibilities of the role and consistent with the requirement to attract and retain Directors of the appropriate quality and experience. The Board believes that the fees paid to the Directors should  take account of the level of fees paid by comparable investment trusts. Any views expressed by shareholders on the fees being paid to Directors will be taken into consideration by the Board when reviewing the Board’s policy on remuneration. Baillie Gifford & Co Limited, the Company Secretaries, provides comparative information when the Board considers the level of Directors’ fees.  apart from the reimbursement of allowable expenses. There are no performance conditions relating to Directors’ fees and there are no long term incentive schemes or pension schemes. Ther e is no  Limits on Directors’ Remuneration The fees for the non-executive Directors are payable monthly in arrears and are determined within the limit set out in the Company’s Articles of Association which is currently £300,000 per annum in aggregate. Any change to this limit requires shareholder approval. The basic and additional fees payable to Directors in respect of the year ended 31 May 2023 and the fees payable in respect of the year ending 31 May 2024 are set out in the table below. The fees  determined following an annual review of the Directors’ fees. Expected fees for the year ending 31 May 2024 £ Fees for the year ended 31 May 2023 £ Chairman’s fee 42,420 40,400 Non-executive Director fee 30,755 29,290 Additional fee for Chairman of the Audit Committee 7,000 5,050 Additional fee for the Senior Independent Director 1,590 1,515 Total aggregate annual fees that can be paid to the Directors in any year under the Directors’ Remuneration Policy, as set out in the Company’s Articles of Association 300,000 300,000 Annual Report on Remuneration An ordinary resolution for the approval of this report will be put to the members at the forthcoming Annual General Meeting. The law requires the Company’s Auditor to audit certain of the disclosures provided in this report. Where disclosures have been audited, they are indicated as such. The Auditor’s opinion is included in KPMG LLP’s report on pages 44 to 49. For the year ended 31 May 2023 For the year ended 31 May 2022 Name Fees £ Taxable benefits £ Total £ Fees £ Taxable benefits £ Total £ TJW Burnet (Chairman) 40,400 – 40,400 40,000 – 40,000 GD Paterson (Audit Committee Chairman) 34,340 – 34,340 34,000 – 34,000 SP Inglis (Senior Independent Director) 30,805 77 30,882 30,500 – 30,500 CRD van der Kuyl 29,290 157 29,447 29,000 – 29,000 RL Palmer 29,290 6,288 35,578 29,000 2,838 31,838       Directors’ Remuneration for the Year (audited)  the entire remuneration paid to the Directors. Governance Report 42 Annual Report 2023 Annual Percentage Change in Remuneration This represents the annual percentage change in the total remuneration paid to the Directors. Name % change from 2022 to 2023 % change from 2021 to 2022 % change from 2020 to 2021 TJW Burnet 1.0 15.9 – SP Inglis 1.3 24.5 # – GD Paterson 1.0 17.2 – CRD van der Kuyl (appointed 1 June 2021) 1.5 – * n/a RL Palmer (appointed 1 June 2021) 11.7 – * n/a  # When the Board reviewed the level of fees during the year to 31 May 2021 an additional fee of £1,500 for the Senior Independent Director was introduced for the  due to the increase in private company holdings. Directors’ Interests (audited)  Company, were as shown below. There have been no changes intimated in the Directors’ interests up to 4 August 2023. Name Nature of interest Ordinary 1p shares held at 31 May 2023 Ordinary 1p shares held at 31 May 2022 TJW Burnet  126,040 126,040 SP Inglis  50,000 50,000 GD Paterson  80,000 80,000 CRD van der Kuyl  285,314 285,314 RL Palmer  – –  At the Annual General Meeting held on 16 September 2022, of the proxy votes received in respect of the Directors’ Remuneration Policy, 99.77% were in favour, 0.20% were against and votes withheld were 0.03%. At the Annual General Meeting held on 16 September 2022, of the proxy votes received in respect of the Directors’ Remuneration Report, 99.77% were in favour, 0.19% were against and, votes withheld were 0.04%. Relative Importance of Spend on Pay As the Company has no employees, the Directors do not consider it appropriate to present a table comparing remuneration paid to employees with distributions to shareholders. The Directors’ remuneration for the year and the expected fees for the year to 31 May 2024 are set out on the previous page. The table below shows the actual expenditure during the year in relation to Directors’ remuneration and distributions to shareholders. 2023 £’000 2022 £’000 Change % Directors’ remuneration 171 165 3.6 Share buy-backs – 3,599 n/a Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 75. Baillie Gifford US Growth share price FTSE All-Share Index Comparative Index * (in sterling terms) All figures are total return (assuming all dividends reinvested) (See Glossary of Terms and Alternative Performance Measures on pages 76 and 77). * S&P 500 Index total return (in sterling terms). See disclaimer on page 75. Mar 18 Sep Sep Sep May 23 Mar 19 Mar 23 SepMar 22 Mar 20 Sep Mar 21 50 200 400 100 150 350 300 250 Directors’ Service Details Name Date of appointment Due date for re-election TJW Burnet 5 March 2018 AGM in 2023 SP Inglis 5 March 2018 AGM in 2023 CRD van der Kuyl 1 June 2021 AGM in 2023 RL Palmer 1 June 2021 AGM in 2023 GD Paterson 5 March 2018 AGM in 2023 Company Performance The following graph compares, for the period from 23 March 2018,  price total return (assuming all dividends are reinvested) to the Company’s ordinary shareholders compared to the total shareholder return on a notional investment made up of shares in the component  comparison purposes as it is a widely used measure of performance for UK listed companies. Comparative Index provided for information purposes only. Performance Graph  Comparative Index *  Past performance is not a guide to future performance. Approval The Directors’ Remuneration Report on pages 41 and 42 was approved by the Board of Directors and signed on its behalf on 9 August 2023 . Tom Burnet Chairman Governance Report Baillie Gifford US Growth Trust plc 43 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  prepare the Financial Statements in accordance with applicable law and United Kingdom Accounting Standards including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. Under company law the Directors must not approve the Financial   loss of the Company for that period. In preparing these Financial Statements, the Directors are required to: — select suitable accounting policies and then apply them consistently; — make judgements and accounting estimates that are reasonable and prudent; — state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; — assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and — use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting  transactions and disclose with reasonable accuracy at any time  that its Financial Statements comply with the Companies Act 2006. They are 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Statement of Directors’ Responsibilities in Respect of the Annual Report and the Financial Statements Under applicable laws and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, a Directors’ Remuneration Report and a Corporate Governance Statement that complies with that law and those regulations. The Directors have delegated responsibility to the Managers  information included on the Company’s page of the Managers’ website. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. Responsibility Statement of the Directors in Respect of the Annual Financial Report  — the Financial Statements, which have been prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, give a true and fair view of the assets, liabilities,  — 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 Company’s performance, business model and strategy; and — the Strategic Report and Directors’ Report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. On behalf of the Board Tom Burnet Chairman 9 August 2023 Governance Report 44 Annual Report 2023 1. Our opinion is unmodified We have audited the financial statements of Baillie Gifford US Growth Trust plc (“the Company”) for the year ended 31 May 2023 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and the related notes, including the accounting policies in note 1. In our opinion the financial statements: — give a true and fair view of the state of the Company’s affairs as at 31 May 2023 and of its return for the year then ended; — 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 — have been prepared in accordance with the requirements of the Companies Act 2006. 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 is consistent with our report to the audit committee. We were first appointed as auditor by the Directors on 23 April 2018. The period of total uninterrupted engagement is for the five financial periods ended 31 May 2023. We have fulfilled our ethical responsibilities under, and we remain independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided. Independent auditor’s report to the members of Baillie Gifford US Growth Trust plc. Overview Materiality: Financial statements as a whole £6.1m (2022:£6.2m) 1% (2022: 1%) of Total Assets Key audit matter vs 2022 Recurring risk Valuation of certain specific unlisted investments  Financial Report Baillie Gifford US Growth Trust plc 45 6. Fraud and breaches of laws and regulations – ability to detect (continued) Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations (continued) Secondly, the Company is subject to many other indirect 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: money laundering, data protection, bribery and corruption legislation and certain aspects of company legislation recognising the financial and regulated nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and the Administrator 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 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 these 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. 7. We have nothing to report on the other information in the Annual Report and financial statements 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. 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. Based solely on that work we have not identified material misstatements in the other information. Strategic report and Directors’ report Based solely on our work on the other information: — 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 In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging and principal risks and longer-term viability 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 pages 7 and 8 that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity; — the Principal and Emerging 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 Company, 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 Company 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 pages 7 and 8 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. 2. Key audit matters: including our assessment of risks of material misstatement 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 summarise below the key audit matter, in arriving at our audit opinion above, together with our key audit procedures to address the matter and our findings from those procedures in order that the Company's members, as a body, may better understand the process by which we arrived at our audit opinion. This matter was addressed, and our findings are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on this matter. The risk Our response Valuation of certain specific unlisted investments (Certain specific investments within the total unlisted investment balance of £209.6 million; (2022: £227.4 million) Refer to page 38 (Audit Committee Report), page 55 (accounting policy) and note 9 on pages 58 and 59 and note 19 on pages 62 to 68 (financial disclosures). Subjective valuation: Certain of the unlisted investments within the total unlisted investments balance of £209.6 million are subject to significant inherent estimation uncertainty in determining their valuation. The factors considered in assessing which unlisted investments were subject to significant risk included the quantum of the individual investment, time since funding round, performance of the investment, nature of the investment held as well as the estimation uncertainty of the methodology and inputs used. Unlisted investments are measured at fair value, which is established in accordance with the International Private Equity and Venture Capital Valuation Guidelines, by using measurements of value such as prices of recent orderly transactions, earnings multiples, and net assets. We assessed that there is a significant risk associated with this matter due to the quantum of the balance, and the level of judgement associated with certain unobservable inputs. Therefore this is one of the key areas that our audit has focused on. The financial statements (note 19) disclose the sensitivity estimated by the Company in respect of all the unlisted investments held. We performed the tests below 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 included: — Historical comparisons: Assessment of investment valuations, comparing current period valuations and movements to prior period valuations in the absence of any sales or listings, to understand the reasons for significant variances and determine whether they are indicative of bias or error in the Company’s approach to valuations; — Methodology choice: In the context of observed industry best practice and the provisions of the International Private Equity and Venture Capital Valuation Guidelines, we challenged the appropriateness of the valuation basis selected; — Our valuation experience: Challenging the investment manager on key judgements affecting investee company valuations, such as the choice of benchmark and calibration to latest funding rounds. We compared key underlying financial data inputs to external sources, investee company audited accounts where available and management information as applicable. Our work included consideration of events which occurred subsequent to the period end until the date of this audit report; — Our corporate finance expertise: Utilising the expertise of KPMG Corporate Finance specialists to assist the audit team in assessing specific areas, such as evaluating the appropriateness of comparable companies for a selection of unlisted investments; — Comparing valuations: Where a recent transaction has been used to value a holding, we obtained an understanding of the circumstances surrounding the transaction and whether it was considered to be on an arms-length basis and suitable as an input into a valuation; and — Assessing transparency: Consideration of the appropriateness, in accordance with relevant accounting standards, of the disclosures in respect of unlisted investments and the effect of changing one or more inputs to reasonably possible alternative valuation assumptions. Our findings: — We found the Company’s valuation of certain specific unlisted investments to be balanced (2022: slightly cautious) and the related disclosures to be proportionate (2022: proportionate). We continue to perform procedures over the carrying amount of quoted investments, however we have not assessed this as one of the most significant risks in our current year audit, or to be subject to a significant level of judgement because they comprise liquid, quoted investments valued using readily available market data and, therefore, it is not separately identified as a key audit matter in our report this year. 3. Our application of materiality and an overview of the scope of our audit Materiality for the financial statements as a whole was set at £6.1m (2022: £ 6.2m), determined with reference to a benchmark of total assets, of which it represents 1% (2022: 1%). In line with our audit methodology, 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. Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to £4.6m (2022: £ 4.6m). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £307k (2022: £ 310k), in addition to other identified misstatements that warranted reporting on qualitative grounds. Our audit of the Company was undertaken to the materiality level specified above and was performed by a single audit team. The scope of the audit work performed was fully substantive as we did not rely upon the Company’s internal control over financial reporting. Total Assets £610.0m (2022: £ 624.9m) Materiality £6.1m (2022: £ 6.2m) Total Assets £6.1m Whole financial statements materiality (2022: £6.2m) £4.6m Performance materiality (2022: £4.6m) £307k Misstatements reported to the audit committee (2022: £310k) 4. The impact of climate risk on our audit In planning our audit we have considered the potential impacts of climate change on the Company’s financial statements. We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Level 1 quoted investments make up 65.1% of the Company’s total assets, for which fair value is determined as the quoted market price. Therefore, we assessed that the financial statement estimate that is primarily exposed to climate risk is the unquoted investment portfolio, for which the valuation assumptions and estimates may be impacted by physical or legal climate risks, such as an increase in climate related compliance expenditure. We made enquiries of management to understand the extent of the potential impact of climate change risk on the unquoted investment portfolio. We assessed that, whilst climate change posed a risk to the determination of investment valuations in the current year, this risk was not significant when considering the nature of the underlying investment portfolio. Therefore there was no significant impact of this on our key audit matter. We have read the disclosure of climate related narrative in the front half of the financial statements and considered consistency with the financial statements and our audit knowledge. 5. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the 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 its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Company’s available financial resources and metrics relevant to debt covenants over this period were: — the impact of a significant reduction in the valuation of investments and the implications for the Company’s debt covenants; — the liquidity of the investment portfolio and its ability to meet the liabilities of the Company as and when they fall due; and — the operational resilience of key service organisations. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Company’s liquid investments. Financial Report 46 Annual Report 2023 6. Fraud and breaches of laws and regulations – ability to detect (continued) Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations (continued) Secondly, the Company is subject to many other indirect 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: money laundering, data protection, bribery and corruption legislation and certain aspects of company legislation recognising the financial and regulated nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and the Administrator 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 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 these 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. 7. We have nothing to report on the other information in the Annual Report and financial statements 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. 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. Based solely on that work we have not identified material misstatements in the other information. Strategic report and Directors’ report Based solely on our work on the other information: — 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 In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging and principal risks and longer-term viability 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 pages 7 and 8 that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity; — the Principal and Emerging 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 Company, 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 Company 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 pages 7 and 8 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. 3. Our application of materiality and an overview of the scope of our audit Materiality for the financial statements as a whole was set at £6.1m (2022: £ 6.2m), determined with reference to a benchmark of total assets, of which it represents 1% (2022: 1%). In line with our audit methodology, 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. Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to £4.6m (2022: £ 4.6m). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £307k (2022: £ 310k), in addition to other identified misstatements that warranted reporting on qualitative grounds. Our audit of the Company was undertaken to the materiality level specified above and was performed by a single audit team. The scope of the audit work performed was fully substantive as we did not rely upon the Company’s internal control over financial reporting. Total Assets £610.0m (2022: £ 624.9m) Materiality £6.1m (2022: £ 6.2m) Total Assets £6.1m Whole financial statements materiality (2022: £6.2m) £4.6m Performance materiality (2022: £4.6m) £307k Misstatements reported to the audit committee (2022: £310k) 4. The impact of climate risk on our audit In planning our audit we have considered the potential impacts of climate change on the Company’s financial statements. We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Level 1 quoted investments make up 65.1% of the Company’s total assets, for which fair value is determined as the quoted market price. Therefore, we assessed that the financial statement estimate that is primarily exposed to climate risk is the unquoted investment portfolio, for which the valuation assumptions and estimates may be impacted by physical or legal climate risks, such as an increase in climate related compliance expenditure. We made enquiries of management to understand the extent of the potential impact of climate change risk on the unquoted investment portfolio. We assessed that, whilst climate change posed a risk to the determination of investment valuations in the current year, this risk was not significant when considering the nature of the underlying investment portfolio. Therefore there was no significant impact of this on our key audit matter. We have read the disclosure of climate related narrative in the front half of the financial statements and considered consistency with the financial statements and our audit knowledge. 5. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the 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 its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Company’s available financial resources and metrics relevant to debt covenants over this period were: — the impact of a significant reduction in the valuation of investments and the implications for the Company’s debt covenants; — the liquidity of the investment portfolio and its ability to meet the liabilities of the Company as and when they fall due; and — the operational resilience of key service organisations. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Company’s liquid investments. 3. Our application of materiality and an overview of the scope of our audit Materiality for the financial statements as a whole was set at £6.1m (2022: £ 6.2m), determined with reference to a benchmark of total assets, of which it represents 1% (2022: 1%). In line with our audit methodology, 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. Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to £4.6m (2022: £ 4.6m). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £307k (2022: £ 310k), in addition to other identified misstatements that warranted reporting on qualitative grounds. Our audit of the Company was undertaken to the materiality level specified above and was performed by a single audit team. The scope of the audit work performed was fully substantive as we did not rely upon the Company’s internal control over financial reporting. Total Assets £610.0m (2022: £ 624.9m) Materiality £6.1m (2022: £ 6.2m) Total Assets £6.1m Whole financial statements materiality (2022: £6.2m) £4.6m Performance materiality (2022: £4.6m) £307k Misstatements reported to the audit committee (2022: £310k) 4. The impact of climate risk on our audit In planning our audit we have considered the potential impacts of climate change on the Company’s financial statements. We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Level 1 quoted investments make up 65.1% of the Company’s total assets, for which fair value is determined as the quoted market price. Therefore, we assessed that the financial statement estimate that is primarily exposed to climate risk is the unquoted investment portfolio, for which the valuation assumptions and estimates may be impacted by physical or legal climate risks, such as an increase in climate related compliance expenditure. We made enquiries of management to understand the extent of the potential impact of climate change risk on the unquoted investment portfolio. We assessed that, whilst climate change posed a risk to the determination of investment valuations in the current year, this risk was not significant when considering the nature of the underlying investment portfolio. Therefore there was no significant impact of this on our key audit matter. We have read the disclosure of climate related narrative in the front half of the financial statements and considered consistency with the financial statements and our audit knowledge. 5. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the 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 its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Company’s available financial resources and metrics relevant to debt covenants over this period were: — the impact of a significant reduction in the valuation of investments and the implications for the Company’s debt covenants; — the liquidity of the investment portfolio and its ability to meet the liabilities of the Company as and when they fall due; and — the operational resilience of key service organisations. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Company’s liquid investments. Financial Report Baillie Gifford US Growth Trust plc 47 6. Fraud and breaches of laws and regulations – ability to detect (continued) Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations (continued) Secondly, the Company is subject to many other indirect 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: money laundering, data protection, bribery and corruption legislation and certain aspects of company legislation recognising the financial and regulated nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and the Administrator 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 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 these 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. 7. We have nothing to report on the other information in the Annual Report and financial statements 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. 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. Based solely on that work we have not identified material misstatements in the other information. Strategic report and Directors’ report Based solely on our work on the other information: — 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 In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging and principal risks and longer-term viability 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 pages 7 and 8 that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity; — the Principal and Emerging 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 Company, 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 Company 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 pages 7 and 8 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. 3. Our application of materiality and an overview of the scope of our audit Materiality for the financial statements as a whole was set at £6.1m (2022: £ 6.2m), determined with reference to a benchmark of total assets, of which it represents 1% (2022: 1%). In line with our audit methodology, 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. Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to £4.6m (2022: £ 4.6m). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £307k (2022: £ 310k), in addition to other identified misstatements that warranted reporting on qualitative grounds. Our audit of the Company was undertaken to the materiality level specified above and was performed by a single audit team. The scope of the audit work performed was fully substantive as we did not rely upon the Company’s internal control over financial reporting. Total Assets £610.0m (2022: £ 624.9m) Materiality £6.1m (2022: £ 6.2m) Total Assets £6.1m Whole financial statements materiality (2022: £6.2m) £4.6m Performance materiality (2022: £4.6m) £307k Misstatements reported to the audit committee (2022: £310k) 4. The impact of climate risk on our audit In planning our audit we have considered the potential impacts of climate change on the Company’s financial statements. We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Level 1 quoted investments make up 65.1% of the Company’s total assets, for which fair value is determined as the quoted market price. Therefore, we assessed that the financial statement estimate that is primarily exposed to climate risk is the unquoted investment portfolio, for which the valuation assumptions and estimates may be impacted by physical or legal climate risks, such as an increase in climate related compliance expenditure. We made enquiries of management to understand the extent of the potential impact of climate change risk on the unquoted investment portfolio. We assessed that, whilst climate change posed a risk to the determination of investment valuations in the current year, this risk was not significant when considering the nature of the underlying investment portfolio. Therefore there was no significant impact of this on our key audit matter. We have read the disclosure of climate related narrative in the front half of the financial statements and considered consistency with the financial statements and our audit knowledge. 5. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the 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 its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Company’s available financial resources and metrics relevant to debt covenants over this period were: — the impact of a significant reduction in the valuation of investments and the implications for the Company’s debt covenants; — the liquidity of the investment portfolio and its ability to meet the liabilities of the Company as and when they fall due; and — the operational resilience of key service organisations. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Company’s liquid investments. 5. Going concern (continued) 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, including the identified risks and related sensitivities. Our conclusions based on this work: — 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 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 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 37 is materially consistent with the financial statements and our audit knowledge. 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 Company will continue in operation. 6. Fraud and breaches of laws and regulations – ability to detect Identifying and responding to risks of material misstatement due to fraud 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: — enquiring of Directors as to the Company’s policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud; — assessing the segregation of duties in place between the Directors, the Administrator and the Company’s Investment Manager; and — reading Board and Audit Committee minutes. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular to the risk that management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as the valuation of unlisted investments. On this audit we do not believe there is a fraud risk related to revenue recognition because the revenue is non-judgemental and straightforward, with limited opportunity for manipulation. We evaluated the design and implementation of the controls over journal entries and other adjustments and made inquiries of the Administrator about inappropriate or unusual activity relating to the processing of journal entries and other adjustments. We selected journal entries for testing, which included material post- closing journal entries and compared any identified entries to supporting documentation. We did not identify any additional fraud risks. Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations 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 and through discussion with the Directors, the Investment Manager and the Administrator (as required by auditing standards) and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. As the Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements. We communicated identified laws and regulations throughout our team and remained alert to any indications of non- compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and its qualification as an Investment Trust under UK taxation legislation, any breach of which could lead to the Company losing various deductions and exemptions from UK corporation tax, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Financial Report 48 Annual Report 2023 6. Fraud and breaches of laws and regulations – ability to detect (continued) Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations (continued) Secondly, the Company is subject to many other indirect 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: money laundering, data protection, bribery and corruption legislation and certain aspects of company legislation recognising the financial and regulated nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and the Administrator 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 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 these 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. 7. We have nothing to report on the other information in the Annual Report and financial statements 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. 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. Based solely on that work we have not identified material misstatements in the other information. Strategic report and Directors’ report Based solely on our work on the other information: — 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 In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging and principal risks and longer-term viability 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 pages 7 and 8 that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity; — the Principal and Emerging 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 Company, 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 Company 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 pages 7 and 8 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. 3. Our application of materiality and an overview of the scope of our audit Materiality for the financial statements as a whole was set at £6.1m (2022: £ 6.2m), determined with reference to a benchmark of total assets, of which it represents 1% (2022: 1%). In line with our audit methodology, 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. Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to £4.6m (2022: £ 4.6m). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £307k (2022: £ 310k), in addition to other identified misstatements that warranted reporting on qualitative grounds. Our audit of the Company was undertaken to the materiality level specified above and was performed by a single audit team. The scope of the audit work performed was fully substantive as we did not rely upon the Company’s internal control over financial reporting. Total Assets £610.0m (2022: £ 624.9m) Materiality £6.1m (2022: £ 6.2m) Total Assets £6.1m Whole financial statements materiality (2022: £6.2m) £4.6m Performance materiality (2022: £4.6m) £307k Misstatements reported to the audit committee (2022: £310k) 4. The impact of climate risk on our audit In planning our audit we have considered the potential impacts of climate change on the Company’s financial statements. We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Level 1 quoted investments make up 65.1% of the Company’s total assets, for which fair value is determined as the quoted market price. Therefore, we assessed that the financial statement estimate that is primarily exposed to climate risk is the unquoted investment portfolio, for which the valuation assumptions and estimates may be impacted by physical or legal climate risks, such as an increase in climate related compliance expenditure. We made enquiries of management to understand the extent of the potential impact of climate change risk on the unquoted investment portfolio. We assessed that, whilst climate change posed a risk to the determination of investment valuations in the current year, this risk was not significant when considering the nature of the underlying investment portfolio. Therefore there was no significant impact of this on our key audit matter. We have read the disclosure of climate related narrative in the front half of the financial statements and considered consistency with the financial statements and our audit knowledge. 5. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the 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 its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Company’s available financial resources and metrics relevant to debt covenants over this period were: — the impact of a significant reduction in the valuation of investments and the implications for the Company’s debt covenants; — the liquidity of the investment portfolio and its ability to meet the liabilities of the Company as and when they fall due; and — the operational resilience of key service organisations. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Company’s liquid investments. Financial Report Baillie Gifford US Growth Trust plc 49 7. We have nothing to report on the other information in the Annual Report and financial statements (continued) Disclosures of emerging and principal risks and longer-term viability (continued) 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 Company’s longer-term viability. Corporate governance disclosures We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate governance disclosures and the financial statements and our audit knowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge: — 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 Company’s position and performance, business model and strategy; — the section of the annual report describing the work of the Audit Committee, including the significant issues that the audit 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 Company’s risk management and internal control systems. We are required to review the part of Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect. 8. We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: — adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or — the 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. We have nothing to report in these respects. 9. Respective responsibilities Directors’ responsibilities As explained more fully in their statement set out on page 43, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; 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 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 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 . 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 and the terms of our engagement by the Company. 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 the further matters we are required to state to them in accordance with the terms agreed with the Company, 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. John Waterson (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants Saltire Court 20 Castle Terrace Edinburgh EH1 2EG 9 August 2023 3. Our application of materiality and an overview of the scope of our audit Materiality for the financial statements as a whole was set at £6.1m (2022: £ 6.2m), determined with reference to a benchmark of total assets, of which it represents 1% (2022: 1%). In line with our audit methodology, 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. Performance materiality was set at 75% (2022: 75%) of materiality for the financial statements as a whole, which equates to £4.6m (2022: £ 4.6m). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £307k (2022: £ 310k), in addition to other identified misstatements that warranted reporting on qualitative grounds. Our audit of the Company was undertaken to the materiality level specified above and was performed by a single audit team. The scope of the audit work performed was fully substantive as we did not rely upon the Company’s internal control over financial reporting. Total Assets £610.0m (2022: £ 624.9m) Materiality £6.1m (2022: £ 6.2m) Total Assets £6.1m Whole financial statements materiality (2022: £6.2m) £4.6m Performance materiality (2022: £4.6m) £307k Misstatements reported to the audit committee (2022: £310k) 4. The impact of climate risk on our audit In planning our audit we have considered the potential impacts of climate change on the Company’s financial statements. We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit. Level 1 quoted investments make up 65.1% of the Company’s total assets, for which fair value is determined as the quoted market price. Therefore, we assessed that the financial statement estimate that is primarily exposed to climate risk is the unquoted investment portfolio, for which the valuation assumptions and estimates may be impacted by physical or legal climate risks, such as an increase in climate related compliance expenditure. We made enquiries of management to understand the extent of the potential impact of climate change risk on the unquoted investment portfolio. We assessed that, whilst climate change posed a risk to the determination of investment valuations in the current year, this risk was not significant when considering the nature of the underlying investment portfolio. Therefore there was no significant impact of this on our key audit matter. We have read the disclosure of climate related narrative in the front half of the financial statements and considered consistency with the financial statements and our audit knowledge. 5. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the 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 its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Company’s available financial resources and metrics relevant to debt covenants over this period were: — the impact of a significant reduction in the valuation of investments and the implications for the Company’s debt covenants; — the liquidity of the investment portfolio and its ability to meet the liabilities of the Company as and when they fall due; and — the operational resilience of key service organisations. We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Company’s liquid investments. Financial Report 50 Annual Report 2023 Income Statement  prepared under guidance published by the Association of Investment Companies. All revenue and capital items in this Statement derive from continuing operations. A Statement of Comprehensive Income is not required as the Company does not have any other comprehensive income and the net return after  The accompanying notes on pages 54 to 68 are an integral part of the Financial Statements.  Notes 2023 Revenue £’000 2023 Capital £’000  Total  2022 Revenue £’000 2022 Capital £’000  Total  Losses on investments 9 – (10,169)  – (314,153)  Currency losses 14 – (700)  – (2,976)  Income 2 850 –  568 –  Investment management fee 3 (3,345) –  (4,865) –  Other administrative expenses 4 (670) –  (676) –   and taxation (3,165) (10,869)  (4,973) (317,129)  Finance costs of borrowings 5 (1,482) –  (741) –  Net return before taxation (4,647) (10,869)  (5,714) (317,129)  Tax 6 (71) –  (67) –  Net return after taxation       Net return per ordinary share 7       Financial Report Baillie Gifford US Growth Trust plc 51 Balance Sheet * See Glossary of Terms and Alternative Performance Measures on pages 76 and 77. The accompanying notes on pages 54 to 68 are an integral part of the Financial Statements.  Notes 2023 £’000 2023 £’000 2022 £’000 2022 £’000 Fixed assets  9 605,908 621,587 Current assets Debtors 10 657 359 Cash and cash equivalents 19 3,440 3,007 4,097 3,366 Creditors Amounts falling due within one year 11 (41,406) (20,930) Net current liabilities (37,309) (17,564) Total assets less current liabilities 568,599 604,023 Creditors Amounts falling due after more than one year 12 – (19,837) Net assets   Capital and reserves Share capital 13 3,073 3,073 Share premium account 14 250,827 250,827 Special distributable reserve 14 168,942 168,942 Capital reserve 14 165,931 176,800 Revenue reserve 14 (20,174) (15,456) Shareholders’ funds   Net asset value per ordinary share (after deducting borrowings at book value ) 15   The Financial Statements of Baillie Gifford US Growth Trust plc (Company Registration number 11194060) were approved and authorised for issue by the Board and were signed on 9 August 2023. Tom Burnet Chairman Financial Report 52 Annual Report 2023 Statement of Changes in Equity  Notes Share capital £’000 Share premium account £’000 Special distributable reserve £’000 Capital reserve £’000 Revenue reserve £’000 Shareholders’ funds  Shareholders’ funds at 1 June 2022 3,073 250,827 168,942 176,800 (15,456)  Net return after taxation – – – (10,869) (4,718)          Notes Share capital £’000 Share premium account £’000 Special distributable reserve £’000 Capital reserve £’000 Revenue reserve £’000 Shareholders’ funds  Shareholders’ funds at 1 June 2021 3,068 249,020 168,942 497,528 (9,675)  Ordinary shares issued 13 5 1,807 – – –  Ordinary shares bought back into treasury 13 – – – (3,599) –  Net return after taxation – – – (317,129) (5,781)         The accompanying notes on pages 54 to 68 are an integral part of the Financial Statements. Financial Report Baillie Gifford US Growth Trust plc 53 The accompanying notes on pages 54 to 68 are an integral part of the Financial Statements. Cash Flow Statement  2023 £’000 2023 £’000 2022 £’000 2022 £’000  Net return before taxation (15,516) (322,843) Net losses on investments 10,169 314,153 Currency losses 700 2,976 Finance costs of borrowings 1,482 741 Overseas withholding tax incurred (71) (67) Changes in debtors and creditors (308) (387) Cash from operations * (3,544) (5,427) Finance costs paid (1,481) (745)  (5,025) (6,172)  Acquisitions of investments (63,894) (146,903) Disposals of investments 69,383 129,027  5,489 (17,876)  Ordinary shares issued – 1,812 Ordinary shares bought back into treasury and stamp duty thereon – (3,599) Bank loans drawn down # – 9,082 Bank loans repaid # – –  – 7,295 Increase/(decrease) in cash and cash equivalents 464 (16,753)  (31) 1,276 Cash and cash equivalents at start of the period 3,007 18,484    * Cash from operations includes dividends received in the period of £472,000 (2022 – £448,000) and interest received of £154,000 (2022 – £1,000). #  Financial Report 54 Annual Report 2023 Baillie Gifford US Growth Trust plc (the ‘Company’) was incorporated  company with registered number 11194060. The Company is an investment company within the meaning of section 833 of the Companies Act 2006 and carries on business as an investment trust.   The Financial Statements for the year to 31 May 2023 have been prepared in accordance with FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and on the basis of the accounting policies set out below which are unchanged from the prior year and have been applied consistently. (a) Basis of Accounting All of the Company’s operations are of a continuing nature and the Financial Statements are prepared on a going concern basis under   assumption that approval as an investment trust under section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011 will be retained. The Board has, in particular, considered the impact of heightened market volatility due to macr oeconomic and geopolitical concerns, including rising interest  Company’s going concern status is affected. The Company’s assets, the majority of which are investments in quoted securities which   require the prior approval of the Board. Gearing levels and compliance with borrowing covenants are reviewed by the Board on a regular basis. As at 31 May 2023, the Company had a net curr ent liability of £37.3 million primarily as a result of the US$25  Branch, which matured on 31 July 2023 and the US$25 million  due to mature on 23 October 2023. Subsequent to the year end on 26 July 2023, a new unsecur ed US$25 million three-year revolving credit facility was drawn down from ING Bank N.V., London Branch. The Company has continued to comply with the investment trust status requirements of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. Accordingly, the Financial Statements have been prepared on the going concern basis as it is the Directors’ opinion, having assessed the principal and emerging risks and other matters set out in the Viability Statement on pages 7 and 8 which assesses   Company will continue in operational existence for a period of at least twelve months from the date of approval of these Financial Statements. The Financial Statements have been prepared in accordance with the Companies Act 2006, applicable UK Accounting Standards, the Association of Investment Companies (‘AIC’) Statement of Recommended Practice ‘Financial Statements of Investment T rust Companies and Venture Capital Trusts’ issued in November 2014 and updated in July 2022 with consequential amendments. In order to  guidance issued by the AIC, supplementary information which  and capital nature has been presented in the Income Statement. Although the Company invests in US dollar investments, the Directors consider the Company’s functional currency to be sterling, as the Company’s share capital is denominated in sterling, the entity is listed on a sterling stock exchange in the UK, the Company’s shareholders are predominantly based in the UK and the Company and its Manager, who are subject to the UK’s regulatory environment, are also UK based.   Company’s Balance Sheet when it becomes a party to the contractual provisions of the instrument. (b) Accounting Estimates, Assumptions and Judgements The preparation of the Financial Statements requires the use of estimates, assumptions and judgements. These estimates, assumptions and judgements af fect the reported amounts of assets and liabilities at the reporting date. While estimates are based on best  outcome may differ from these estimates. The key sources of estimation and uncertainty relate to the fair valuation of the unlisted investments. Judgements The Directors consider that the preparation of the Financial Statements involves the following key judgements: (i) the determination of the functional currency of the Company as sterling (see rationale in 1(a) above); and (ii) the fair valuation of the unlisted investments. The key judgements in the fair valuation process are: (i) the Managers’ determination of the appropriate application of the  Guidelines 2018 along with the Special Guidelines issued in March 2020 to each unlisted investment; and (ii) the Directors’ consideration of whether each fair value is appropriate following detailed review and challenge. The judgement applied in the selection of the methodology used (see 1(c) below) for determining the fair value of each unlisted   Estimates The key estimate in the Financial Statements is the determination of the fair value of the unlisted investments by the Managers for   impacts the valuation of the unlisted investments at the Balance Sheet date. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The main estimates involved in the selection of the valuation process inputs are: (i) the selection of appropriate comparable companies in order to derive revenue multiples and meaningful relationships between enterprise value, revenue and earnings growth. Comparable companies are chosen on the basis of their business characteristics and growth patterns; (ii) the selection of a revenue metric (either historical or forecast);   reduced liquidity of unlisted companies versus their listed peers; (iv) the estimation of the probability assigned to an exit being through an initial public offering (‘IPO’) or a company sale; (v) the selection of an appropriate industry benchmark index to assist with the valuation validation or the application of valuation adjustments, particularly in the absence of established earnings or closely comparable peers; and (vi) the calculation of valuation adjustments derived from milestone analysis (i.e. incorporating operational success against the plan/ forecasts of the business into the valuation). Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates. As the valuation outcomes may differ from the fair value estimates a price sensitivity analysis is provided in Other Price Risk Sensitivity in note 19 on pages 64 to 67 to illustrate the effect on the Financial Statements of an over or under estimation of fair values. The risk of an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs. Notes to the Financial Statements Financial Report Baillie Gifford US Growth Trust plc 55 Assumptions The determination of fair value by the Managers involves key assumptions dependent upon the valuation technique used. As explained in 1(c) below, the primary technique applied under   approach is used the valuation process recognises also, as stated in  appropriate starting point for estimating fair value. The Multiples approach involves subjective inputs and therefore presents a greater risk of over or under estimation and particularly in the absence of a recent transaction. The key assumptions for the Multiples approach are that the selection of comparable companies provides a reasonable basis for identifying relationships between enterprise value, revenue and gr owth to apply in the determination of fair value. Other assumptions include: (i) the discount applied for reduced liquidity versus listed peers; (ii) the probabilities assigned to an exit being through either an IPO or a company sale; and (iii) that the application of milestone analysis and industry benchmark indices are a reasonable basis for applying appropriate adjustments to the valuations. Valuations are cross-checked for reasonableness to alternative Multiples-based approaches or benchmark index movements as appropriate. (c) Investments    sections 11 and 12 of FRS 102. Changes in fair value of investments and gains and losses on disposal are recognised as capital items in the Income Statement. Recognition and Initial Investment Purchases and sales of investments are accounted for on a trade  to capital at the time of acquisition or disposal. All investments are  recognition and are measured at subsequent reporting dates at fair value. Measurement and Valuation Listed Investments The fair value of listed security investments is the last traded price on recognised overseas exchanges. Unlisted Investments Unlisted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations proposed by the Managers. The Managers’ unlisted investment valuation policy  The techniques applied are predominantly market-based  set out below and are followed by an explanation of how they are applied to the Company’s unlisted portfolio: — Multiples; — Industry Valuation Benchmarks; and — Available Market Prices.   valuation technique applied. The valuation approach recognises that,  resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates. However, consideration is given to the facts and circumstances as at the subsequent measurement date, including changes in the market or performance of the investee company. Milestone analysis is used where appropriate to incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction must be considered. As a result, various Multiples- based techniques ar e employed to assess the valuations particularly  are used where appropriate. An absence of relevant industry peers may preclude the application of the Industry Valuation Benchmarks technique and an absence of observable prices may preclude the Available Market Prices approach. All valuations are cross-checked for reasonableness by employing relevant alternative techniques. The unlisted investments are valued according to a three monthly cycle of measurement dates. The fair value of the unlisted investments will be reviewed before the next scheduled three monthly measurement date on the following occasions: — at the year end and half year end of the Company; and     Gains and Losses Gains and losses on investments, including those arising from foreign currency exchange differences, are recognised in the Income Statement as capital items. The Managers monitor the investment portfolio on a fair value basis and uses the fair value basis for investments in making investment  (d) Cash and Cash Equivalents Cash and cash equivalents include cash in hand and deposits repayable on demand. Deposits are repayable on demand if they can be withdrawn at any time without notice and without penalty or if they have a maturity or period of notice of not more than one working day . (e) Financial Liabilities   at amortised cost. They are initially recorded at the proceeds received net of direct costs. (f) Income (i) Income from equity investments is brought into account on the date on which the investments are quoted ex-dividend or, where no ex-dividend date is quoted, when the Company’s right to receive payment is established. (ii) If scrip dividends are taken in lieu of dividends in cash, the net amount of the cash dividend declared is credited to the revenue account. Any excess or shortfall in the value of the shares received over the amount of the cash dividend foregone is recognised as capital. (iii) Special dividends are treated as repayments of capital or income depending on the facts of each particular case. (iv) Overseas dividends include the taxes deducted at source. (v) Interest receivable on bank deposits and underwriting commission are recognised on an accruals basis. (g) Expenses   charged through the revenue column of the Income Statement except where: (i) they relate directly to the acquisition or disposal of an investment (transaction costs), in which case they are recognised as capital within losses/gains on investments; and (ii) they relate directly to the buy-back/issuance of shares, in which case they are added to the buy-back cost or deducted from the share issuance proceeds. (h) Finance Costs Finance costs are accounted for on an accruals basis and on an effective interest rate basis and are charged through the revenue account. Financial Report 56 Annual Report 2023   2023 £’000 2022 £’000 Income from investments Overseas dividends 472 448 Overseas interest 224 119 696 567 Other income Deposit interest 154 1 Total income     2023 £’000 2022 £’000 Investment management fee   Details of the Investment Management Agreement are set out on page 31. With effect from 1 September 2021 the annual management   fees are calculated and payable quarterly.   2023 £’000 2022 £’000 Director’s fees (see Directors’ Remuneration Report on page 41) 164 163 Auditor’s remuneration for audit services 135 105 General administrative expenses 287 345 Marketing * 84 63   There were no non-audit fees paid to KPMG LLP in the year to 31 May 2023 or 2022. * The Company is part of a marketing programme which includes all the investment trusts managed by the Manager. The marketing strategy has an ongoing objective to stimulate demand for the Company’s shares. The cost of this marketing strategy is borne in partnership by the Company and the Manager. The Manager matches the Company’s marketing contribution and provides the resource to manage and run the programme. (i) Ta x ation Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those enacted or substantively enacted at the reporting date. Deferred taxation is provided on an undiscounted basis on all timing differences which have originated but not reversed by the Balance Sheet date, calculated at the tax rates expected to apply when the timing differences reverse, based on what has been enacted or  assets are recognised only to the extent that it is more likely than not  differences can be deducted. (j) Foreign Currencies Transactions involving foreign currencies are converted at the rate ruling at the time of the transaction. Assets and liabilities in foreign currencies are translated at the closing rates of exchange at the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or revenue reserve as appropriate. Foreign exchange movements on investments are included in the Income Statement within gains or losses on investments. (k) Special Distributable Reserve The special distributable reserve can be used for the repurchase of shares and may be distributed by way of dividend. (l) Capital Reserve Gains and losses on disposal of investments, changes in the fair value of investments held and realised and unrealised foreign exchange differences of a capital nature are dealt with in this reserve after being recognised in the Income Statement. Purchases of the Company’s own shares may be funded from this reserve. (m) Revenue Reserve   The revenue reserve, when in surplus, may be distributed by way of a dividend. (n) Single Segment Reporting The Company is engaged in a single segment of business, being investment business, consequently no business segmental analysis is provided. Financial Report Baillie Gifford US Growth Trust plc 57   2023 £’000 2022 £’000 Interest on bank loans (see notes 11 and 12)   Finance costs include the initial amortised arrangement fee and non-utilisation fees.   2023 £’000 2022 £’000 Analysis of charge in the year Overseas withholding taxation 71 67 Factors affecting the tax charge for the year The tax charge for the year is higher (2022 – higher) than the UK corporation tax rate of 20% for the period (2022 – 19%). The differences are explained below: Net return before taxation (15,516) (322,843) Net return before taxation multiplied by the UK corporation tax rate of 20% for the period (2022 – 19%) (3,103) (61,340) Capital returns not taxable 2,174 60,255 Overseas dividends not taxable (95) (86)  1,024 1,171 Overseas withholding tax incurred 71 67 Tax charge for the year   As an investment trust, the Company’s capital gains are not taxable. Factors that may affect future tax charges At 31 May 2023, the Company had a potential deferred tax asset of £5,599,000 (2022 – £4,319,000) in respect of tax losses which are   The potential deferred tax asset has been calculated using a corporation tax rate of 25% (2022 – 25%).   2023 Revenue 2023 Capital 2023 Total 2022 Revenue 2022 Capital 2022 Total Net return after taxation       Revenue return per ordinary share is based on the net revenue loss after taxation of £4,718,000 (2022 – net revenue loss after taxation of £5,781,000) and on 305,153,700 (2022 – 307,185,443) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during each period.  £317,129,000) and on 305,153,700 (2022 – 307,185,443) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during each period.  on 305,153,700 (2022 – 307,185,443) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during each period. There are no dilutive or potentially dilutive shares in issue.    way of dividend for the year to 31 May 2023 due to the revenue loss of £4,718,000 in the year (2022 – revenue loss of £5,781,000). Financial Report 58 Annual Report 2023   As at 31 May 2023 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total  Listed securities 396,272 – –  Unlisted ordinary shares – – 37,307  Unlisted preference shares * – – 168,162  Unlisted convertible promissory notes – – 4,167    –   As at 31 May 2022 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total  Listed securities 394,228 – –  Unlisted ordinary shares – – 45,842  Unlisted preference shares * – – 179,347  Unlisted convertible promissory notes – – 2,170    –    repayment (or multiple thereof) of the original investment in the event of a liquidation event such as a take-over. During the year to 31 May 2023 no investments (31 May 2022 – investments with a book cost of £10,542,000) were transferred from Level 3 to Level 1 on becoming listed.    Fair Value Hierarchy   in its entirety as follows: Level 1 – using unadjusted quoted prices for identical instruments in an active market; Level 2 – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and Level 3 – using inputs that are unobservable (for which market data is unavailable). The valuation techniques used by the Company are explained in the accounting policies on pages 54 and 55. A sensitivity analysis by valuation technique of the unlisted securities is on pages 64 to 67. Listed securities £’000 Unlisted securities * £’000 Total  Cost of investments at 31 May 2022 430,175 178,247  Investment holding gains and losses at 31 May 2022 (35,947) 49,112  Value of investments at 31 May 2022 394,228 227,359  Analysis of transactions in the year: Purchases at cost 39,140 24,754  Sales proceeds received (69,383) –  Gains and losses on investments 32,287 (42,477)  Value of investments at 31 May 2023    Cost of investments at 31 May 2023 376,349 203,001  Investment holding gains and losses at 31 May 2023 19,923 6,635  Value of investments at 31 May 2023    * Includes holdings in ordinary shares, preference shares and convertible promissory notes. Financial Report Baillie Gifford US Growth Trust plc 59  (continued) The Company received £69,383,000 from investments sold in the year (31 May 2022 – £126,118,000). The book cost of these investments when they were purchased was £92,966,000 (2022 – £76,648,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments. Transaction costs of £12,000 (2022 – £29,000) and £14,000 (2022 – £25,000) were suffered on purchases and sales respectively. 2023  2022  Net losses on investments (Losses)/gains on sales (23,583) 49,470 Changes in investment holding gains and losses 13,393 (363,602) Provision for Stripe put right 21 (21)      Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (updated in July 2022), in relation to unlisted investments included in the twenty largest holdings within the List of Investments disclosed on pages 21 to 23.   As at 31 May 2023 Income Name Business Latest Financial Statements Proportion of capital owned % Book cost £’000 Market value £’000 recognised from holding in the period £’000 Turnover (US$’000) Pre-tax profit/(loss) (US$’000) Net assets attributable to shareholders (US$’000)  Technologies Rocket and spacecraft company n/a 0.02 11,225 39,220 Nil Information not publicly available Stripe Online payment platform n/a 0.05 25,463 25,681 Nil Information not publicly available Brex Corporate credit cards for start-ups n/a 0.23 14,536 15,624 Nil Information not publicly available Zipline Drone-based medical delivery n/a 0.45 6,131 14,548 Nil Information not publicly available Faire Wholesale Online wholesale marketplace n/a 0.23 17,699 13,449 Nil Information not publicly available Discord Communication software n/a 0.10 11,551 11,006 Nil Information not publicly available As at 31 May 2022 Income Name Business Latest Financial Statements Proportion of capital owned % Book cost £’000 Market value £’000 recognised from holding in the period £’000 Turnover (US$’000) Pre-tax profit/(loss) (US$’000) Net assets attributable to shareholders (US$’000)  Technologies Rocket and spacecraft company n/a 0.02 11,225 35,062 Nil Information not publicly available Stripe Online payment platform n/a 0.04 14,375 27,995 Nil Information not publicly available Brex Corporate credit cards for start-ups n/a 0.24 14,536 21,198 Nil Information not publicly available Faire Wholesale Online wholesale marketplace n/a 0.23 17,699 20,045 Nil Information not publicly available Discord Communication software n/a 0.11 11,551 11,740 Nil Information not publicly available  Video game platform and software developer n/a 0.04 7,315 10,555 Nil Information not publicly available Zipline Drone-based medical delivery n/a 0.50 5,322 9,690 Nil Information not publicly available Financial Report 60 Annual Report 2023  2023 £’000 2022 £’000 Amounts falling due within one year: Income accrued (net of withholding taxes) 472 171 Other debtors and prepayments 185 188   N approximation of fair value. There were no debtors that were past due or impaired at 31 May 2023 or 31 May 2022. Amounts falling due within one year 2023 £’000 2022 £’000  40,342 19,837 Investment management fee 819 841 Other creditors and accruals 245 231 Provision for Stripe put right – 21    Borrowing facilities   from ING Bank N.V., London Branch. At 31 May 2023 there were drawings of US$25 million at an interest rate of 6.87017% (2022 – US$25 million at an interest rate of 3.09786%).  The main covenants relating to the loan are that borrowings should not exceed 30% of the Company’s adjusted net asset value and the Company’s minimum adjusted net asset value shall be £140 million. The adjusted net asset value calculation includes the deduction of 100% of any unlisted securities . There were no breaches in the loan covenants during the year to 31 May 2023 (31 May 2022 – none). Amounts falling due in more than one year 2023 £’000 2022 £’000  –  Borrowing facilities  At 31 May 2023 and 31 May 2022 there were drawings of US$25 million at an interest rate of 1.902%. The main covenants relating to the loan are that borrowings should not exceed 30% of the Company’s adjusted net asset value and the Company’s minimum adjusted net asset value shall be £140 million. The adjusted net asset value calculation includes the deduction of 100% of any unlisted securities. There were no breaches in the loan covenants during the year to 31 May 2023 (31 May 2022 – none). Financial Report Baillie Gifford US Growth Trust plc 61  2023 Number 2023 £’000 2022 Number 2022 £’000 Allotted, called up and fully paid ordinary shares of 1p each 305,153,700 3,051 305,153,700 3,051 Treasury shares of 1p each 2,206,300 22 2,206,300 22     In the year to 31 May 2023, the Company issued no shares (in the year to 31 May 2022, the Company issued a total of 525,000 shares with nominal value £5,250 representing 0.2% of the issued share capital at 31 May 2021, raising net proceeds of £1,812,000, which was invested in accordance with the Company’s investment policy). Over the period from 31 May 2023 to 4 August 2023 the Company has issued no shares. The Company’s authority to buy back shares up to a maximum of 14.99% of the Company’s issued share capital was renewed at the Annual General Meeting held on 16 September 2022. In the year to 31 May 2023 no shares were bought back (2022 – 2,206,300 shares with a nominal value of £22,063 were bought back at a total cost of £3,599,000 and held in treasury). At 31 May 2023 the Company had authority to buy back 45,742,539 ordinary shares. Over the period from 31 May 2023 to 4 August 2023 the Company bought back no shares.  Share capital £’000 Share premium account £’000 Special distributable reserve £’000 Capital reserve £’000 Revenue reserve £’000 Shareholders’ funds  At 31 May 2022 3,073 250,827 168,942 176,800 (15,456)  Net losses on sales of investments – – – (23,583) –  Changes in investment holding gains and losses – – – 13,393 –  Provision for Stripe put right released – – – 21 –   – – – (669) –   – – – (31) –  Revenue return after taxation – – – – (4,718)  At 31 May 2023       The capital reserve includes investments holding gains of £26,558,000 (2022 – £13,165,000) as disclosed in note 9.  by way of dividend. The special distributable reserve and the capital reserve can be used for the repurchase of shares.  The net asset value per ordinary share and the net asset value attributable to the ordinary shareholders at the year end calculated in accordance with the Articles of Association were as follows: 2023 Net asset value per share 2023 Net assets attributable £’000 2022 Net asset value per share 2022 Net assets attributable £’000 Ordinary shares     The movements during the period of the assets attributable to the ordinary shares are shown in note 14. Net asset value per ordinary share is based on the net assets as shown above and on 305,153,700 (2022 – 305,153,700) ordinary shares, being the number of ordinary shares in issue (excluding treasury shares) at 31 May 2023 and 31 May 2022. Financial Report 62 Annual Report 2023  At 31 May 2022 £’000 Cash flows £’000 Exchange movement £’000 Other non-cash changes At 31 May 2023 £’000 Cash and cash equivalents 3,007 464 (31) –  Loans due within one year (19,837) – (669) (19,836)  Loans due within two to three years (19,837) – – 19,837 –       The Directors’ fees and shareholdings are detailed in the Directors’ Remuneration Report on pages 41 and 42. No Director has a contract of service with the Company. During the period no Director was interested in any contract or other matter requiring disclosure under section 412 of the Companies Act 2006. Baillie Gifford & Co Limited has been appointed as the Company’s Alternative Investment Fund Manager and Company Secretaries. Details of the terms of the Investment Management Agreement are set out on page 31 and details of the fees during the period and the balance outstanding at the period end are shown in notes 3 and 11 respectively.  The Company has an investment in Stripe, which had a right, but not an obligation, to sell to the Company, on or prior to 30 September 2022, Series H Preferred shares up to a maximum cost of US$6.73 million. A provision of £21,000 was recognised as at 31 May 2022 in relation to this put right. During the year to 31 May 2023 Stripe chose to call the put option but agreed to write off US$1 of the option for every US$2  option. The provision of £21,000 has consequently been removed.  As an investment trust, the Company invests in listed and unlisted securities and makes other investments so as to achieve its investment objective of maximising capital appreciation from a focussed and actively managed portfolio of investments predominantly in listed and  by borrowed monies will generate a return in excess of the cost of borrowing. In pursuing its investment objective, the Company is exposed  These risks are categorised as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood of a permanent loss of capital rather than to minimise short-term volatility. Risk provides the potential for both losses and gains. In assessing risk, the Board encourages the Managers to exploit the opportunities that risk affords.     in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks and the Company’s Managers both assess the exposure to market risk when making individual investment decisions and monitor the overall level of market risk across the investment portfolio on an ongoing basis. Details of the Company’s investment portfolio are shown in note 9. The Company may, from time to time, enter into derivative transactions  entered into. The Company’s Managers may not enter into derivative transactions without the prior approval of the Board. (i) Currency Risk The Company’s assets, liabilities and income are principally denominated in US dollars. The Company’s functional currency and that in which it reports its results is sterling. Consequently, movements in the US dollar/sterling exchange rate will affect the sterling value of those items. The Manager monitors the Company’s US dollar exposure (and any other overseas currency exposure) and reports to the Board on a regular basis. The Manager assesses the risk to the Company of the foreign currency exposure by considering the effect on the Company’s net asset value and income of a movement in the rates of exchange to which the Company’s assets, liabilities, income and expenses are exposed.   US dollar borrowings can limit the Company’s exposure to anticipated future changes in exchange rates which might otherwise adversely affect the value of the portfolio of investments. Financial Report Baillie Gifford US Growth Trust plc 63 (continued) (i) Currency Risk (continued)  is shown below. At 31 May 2023 Investments £’000 Cash and deposits £’000 Loans £’000 Other debtors and creditors * £’000 Net exposure  US dollar 605,908 3,074 (40,342) (556)  Total exposure to currency risk 605,908 3,074 (40,342) (556)  Sterling – 366 – 149       * Includes non-monetary assets of £172,000. At 31 May 2022 Investments £’000 Cash and deposits £’000 Loans £’000 Other debtors and creditors * £’000 Net exposure  US dollar 621,587 2,633 (39,674) (866)  Total exposure to currency risk 621,587 2,633 (39,674) (866)  Sterling – 374 – 132       * Includes non-monetary assets of £176,000. Currency Risk Sensitivity At 31 May 2023, if sterling had strengthened by 5% against the US dollar, with all other variables held constant, total net assets and total return would have decreased by £28,404,000 (2022 – £29,184,000). A 5% weakening of sterling against the US dollar, with all other variables held constant, would have had an equal but opposite effect on the Financial Statement amounts. The analysis is performed on the same basis as it was for 2022. A change of 5% in foreign currency rates has been considered to be a reasonably plausible change. (ii) Interest Rate Risk Interest rate movements may affect directly the level of income receivable on cash deposits and the interest payable on any variable rate borrowings. They may also impact upon the market value of investments as the effect of interest rate movements upon the earnings of a company may   investment decisions and when entering into borrowing agreements. The Board reviews on a regular basis the amount of investments in cash and the income receivable on cash deposits.  approved levels are monitored and reviewed regularly by the Board.   Financial Assets 2023 Fair value £’000 2023 Weighted average interest rate 2023 Weighted average period until maturity * 2022 Fair value £’000 2022 Weighted average interest rate 2022 Weighted average period until maturity * Cash: US dollar 3,074 2.3% n/a 2,633 0.2% n/a Sterling 366 1.1% n/a 374 <0.1% n/a   * Based on expected maturity date.  prevailing bank base rates. Financial Report 64 Annual Report 2023 (continued) (ii) Interest Rate Risk (continued) Financial Liabilities 2023 Book value £’000 2023 Weighted average interest rate 2023 Weighted average period until maturity 2022 Book value £’000 2022 Weighted average interest rate 2022 Weighted average period until maturity Bank loans: Floating rate – US$ denominated 20,171 5.2% 61 days 19,837 3.1% 92 days Fixed rate – US$ denominated 20,171 1.9% 145 days 19,837 1.9% 510 days   Financial Assets Fixed asset investments are valued at bid prices which equate to their fair value. A full list of the Company’s investments is given on pages 21 to 23. In addition, an analysis of the investment portfolio by broad industrial or commercial sector is shown on page 24. Interest Rate Risk Sensitivity An increase of 100 basis points in interest rates, with all other variables being held constant, would have decreased the Company’s total net assets and total return for the year to 31 May 2023 by £146,000 (31 May 2022 decreased by £119,000). This is mainly due to the  an equal but opposite effect. (iii) Other Price Risk Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company’s net assets. The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Manager. The Company’s portfolio of unlisted Level 3 investments is not necessarily affected by market performance, however the valuations are affected by the performance of the underlying securities in line with the valuation criteria in note 1(c). The Board meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment portfolio positioning to ensure consistency with the Company’s objectives and investment policies. The portfolio does not seek to reproduce the comparative index. Investments are selected based upon the merit of individual companies and therefore performance may well diverge from the comparative index. Other Price Risk Sensitivity A full list of the Company’s investments is given on pages 21 to 23. In addition, an analysis of the investment portfolio by broad industrial or commercial sector is shown on page 24. 69.7% (2022 – 67.5%) of the Company’s net assets are invested in quoted equities. A 5% increase in quoted equity valuations at 31 May 2023 would have increased total assets and total return by £19,814,000 (2022 – £19,711,000). A decrease of 5% would have had an equal but opposite effect. 36.7% (2022 – 38.9%) of the Company’s net assets are invested in private company investments. The fair valuation of the private company  Financial Report Baillie Gifford US Growth Trust plc 65 (continued) (iii) Other Price Risk (continued) Other Price Risk Sensitivity (continued)    of values for the key unobservable inputs. As at 31 May 2023 Significant unobservable inputs Sensitivity to changes in significant unobservable inputs Valuation Approach Fair value of investments £’000 Key unobservable inputs Other unobservable inputs † Range Weighted average range ** Sensitivity % † Market approach using comparable traded multiples 30,526  # a,b,c,d 1.9x–6.9x 4.8x 10.0%   fair value would change by £1,418,080 and -£1,390,974.  ‡ a,b,c,d 4.4x–4.9x 4.6x 10.0%   fair value would change by £715,920 and -£715,110. Illiquidity discounts e (10.0%) (10.0%) 10.0% If the transaction implied premium/discount is  fair value would change by £241,009 and -£237,884. Transaction implied premiums and discounts ^^ g n/a n/a n/a n/a Benchmark performance 83,399 Selection of comparable companies and relevant indices ¶ a,b,c,f (36.3%)– 21.2% (9.8%) 10.0% If input comparable company performance  fair value would change by £5,463,779 and -£5,331,196. Recent transaction price 95,711 n/a ^ a,b n/a n/a n/a n/a Total  † See explanation for other unobservable inputs on pages 66 and 67 (sections ‘a’ to ‘g’ as relevant). Weighted average is calculated by reference to the fair value of holdings as at the respective year-end. This therefore gives a clearer indication of the typical multiple or adjustment being applied across the portfolio. #  ‡  ^^ Due to fewer transactions in the last 12 months and to avoid stale valuations, there were no transaction implied premiums or discounts directly impacting the valuations. ¶  in overall company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessed. ^ Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the unobservable inputs noted in the above table. However, the transaction price itself is observable. *  The unobservable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each unlisted company valuation. An explanation of each of the key unobservable inputs is provided below and includes an indication of the range in value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1(b) on pages 54 and 55. Financial Report 66 Annual Report 2023 (continued) (iii) Other Price Risk (continued) Other Price Risk Sensitivity (continued) As at 31 May 2022 Significant unobservable inputs Sensitivity to changes in significant unobservable inputs Valuation Approach Fair value of investments £’000 Key unobservable inputs Other unobservable inputs † Range Weighted average range ** Sensitivity % † Market approach using comparable traded multiples 59,307  # a,b,c,d 2.9x–8.8x 7.7x 10.0%   fair value would change by £4,863,047 and -£4,609,401.  ‡ a,b,c,d 2.3x–4.7x 3.1x 10.0%   fair value would change by £151,582 and -£151,583. Illiquidity discounts e (10.0%) (10.0%) 10.0% If the illiquidity discount is  fair value would change by -£333,236 and £338,440. Transaction implied premiums and discounts g (16.5%)– 51.8% (0.7%) 10.0% If the transaction implied premium/discount is  fair value would change by -£202,281 and £194,422. Benchmark performance 109,971 Selection of comparable companies and relevant indices ¶ a,b,c,f (58.2%)– (8.8%) (25.3%) 10.0% If input comparable company performance  fair value would change by £4,986,147 and -£4,812,024. Recent transaction price 58,081 n/a ^ a,b n/a n/a n/a Total  † See explanation for other unobservable inputs on pages 66 and 67 (sections ‘a’ to ‘g’ as relevant). Weighted average is calculated by reference to the fair value of holdings as at the respective year-end. This therefore gives a clearer indication of the typical multiple or adjustment being applied across the portfolio. #  ‡  ¶ See explanation for the selection of comparable companies on page 67 section ‘c’.  in overall company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessed. ^ Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the unobservable inputs noted in the above table. However, the transaction price itself is observable. *  The unobservable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each unlisted company valuation. An explanation of each of the key unobservable inputs is provided below and includes an indication of the range in value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1(b) on pages 54 and 55. (a) Application of Valuation Basis  When an investment is pre-revenue, the focus of the valuation will be on assessing the recent transaction and the achievement of key milestones since investment. Adjustments may also be made depending on the performance of comparable benchmarks and companies. For those investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as   Financial Report Baillie Gifford US Growth Trust plc 67 (continued) (iii) Other Price Risk (continued) Other Price Risk Sensitivity (continued) (b) Probability Estimation of Liquidation Event The probability of a liquidation event such as a company sale, or alternatively an initial public offering (‘IPO’), is a key variable input in the Transaction-based and Multiples-based valuation techniques. The probability of an IPO versus a company sale is typically estimated from the outset to be 50:50 if there has been no indication by the company of pursuing either of these routes. If the company has indicated an intention to IPO, the probability is increased accordingly to 75% and if an IPO has become a certainty the probability is increased to 100%. Likewise, in a scenario where a company is pursuing a trade sale the weightings will be adjusted accordingly in favour of a sale scenario, or in a situation    (c) Selection of Comparable Companies The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are the industry sector in which they operate, the geography of the company’s operations, the respective revenue and earnings growth rates and the operating margins. Typically, between 4 and 10 comparable companies will be selected for each investment, depending on how  depending on the companies selected and the industries they operate in. (d) Estimated Sustainable Earnings  not then revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then forward estimated revenue or earnings may be used instead. (e) Application of Illiquidity Discount The application of an illiquidity discount will be applied either through the calibration of a valuation against the most recent transaction,   (f) Selection of Appropriate Benchmarks The selection of appropriate benchmarks is assessed individually for each investment. The industry and geography of each company are key inputs to the benchmark selection, with either one or two key indices or benchmarks being used for comparison. (g) Transaction Implied Premium and Discount Where there is an implied company valuation available as a result of an external arm’s length transaction, the ongoing valuation will be calibrated to this by deriving a company valuation with reference to the average multiple from a set of comparable companies and comparing this to a transaction implied valuation, and could result in an implied premium or discount compared to comparable companies at the point of transaction. This discount or premium will be considered in future valuations, and may be reduced due to factors such as period of time since the transaction and company performance. Where a calibrated approach is not appropriate, a discount for illiquidity will be applied as noted in (e) above. Liquidity Risk   readily realisable. The Board provides guidance to the Managers as to the maximum exposure to any one holding and to the maximum aggregate exposure to substantial holdings. The Company has the power to take out borrowings, which give it access to additional funding when required. The Company’s current borrowing facilities are detailed in notes 11 and 12. Under the terms of the borrowing facility, borrowings are repayable on demand at their current carrying value. Credit Risk This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss. This risk is managed as follows: — where the Managers make an investment in a bond or other security with credit risk, that credit risk is assessed and then compared to the prospective investment return of the security in question; —  the assets of the Company. The Depositary has delegated the custody function to The Bank of New York Mellon (International) Limited. Bankruptcy or insolvency of the custodian may cause the Company’ s rights with respect to securities held by the custodian to be delayed.  — investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Managers. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities away from the Company is completed; Financial Report 68 Annual Report 2023 (continued) (iii) Other Price Risk (continued) Credit Risk (continued) — the creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements, wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest, are subject to rigorous assessment by the Managers; and — cash is only held at banks that are regularly reviewed by the Managers. At 31 May 2023 and 31 May 2022 all cash deposits were held with the custodian bank.  There are no material amounts past due in relation to these securities. As these instruments (alongside the ordinary share securities) have  Credit Risk Exposure The exposure to credit risk at 31 May was: 2023 £’000 2022 £’000 Fixed interest investments 4,167 2,170 Cash and short-term deposits 3,440 3,007 Debtors and prepayments 657 359   The maximum exposure in cash during the year to 31 May 2023 was £23,049,000 (31 May 2022 – £28,330,000) and the minimum was  Fair Value of Financial Assets and Financial Liabilities  exception of long-term borrowings. The fair values of the Company’s borrowings are shown below. 2023 2022 Book Value £’000 Fair Value £’000 Book Value £’000 Fair Value £’000 Floating rate multi-currency loan 20,171 20,171 19,837 19,837 Fixed rate multi-currency loan 20,171 19,733 19,837 19,244      revolving credit facilities.   The capital of the Company is its share capital and reserves as set out in notes 13 and 14 together with its borrowings (see notes 11 and 12). The objective of the Company is to invest predominantly in listed and unlisted US companies in order to achieve capital growth. The Company’s investment policy is set out on page 4. In pursuit of the Company’s objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern and details of the related risks and how they are managed are set out on pages 6 and 7. The Company has the authority to issue and buy back its shares and changes to the share capital during the period are set out in notes 13 and 14. The Company does not have any externally imposed capital requirements other than the covenants on its loans which are detailed in notes 11 and 12.   Subsequent to the year end investment valuations have continued to increase through underlying investment performance since the year end valuation which has resulted in an increase in investment valuation of 3.6% and a related movement in net asset value of 4.3% to 194.45p as at 4 August 2023. As at 4 August 2022 the share price was 160.80p, 11.0% higher than as at 31 May 2023. As all movements relate to post year end activity these will be reported within the Annual Report for the year ended 31 May 2024. Private Company Investments Since 31 May 2023 up to 4 August 2023 there have been no further investments in private companies. On 19 July 2023, Oddity Tech Ltd went public on the Nasdaq stock exchange. Oddity Tech Ltd priced its initial public offering at US$35 per share, 18.0% higher than the value as at 31 May 2023. Financial Report Baillie Gifford US Growth Trust plc 69 JOHN LEWIS A8 PRINCES STREET GE ORGE STREET CALTON SQUARE BUS STATION OMNI CENTRE BALMORAL HOTEL L E I T H S T R E E T QUEEN STREET W A T E R L O O P L A C E C A L T O N H I L L CA L T O N R O A D ST ANDREW SQUARE EDINBURGH WAVERLEY STATION LEITH WALK A7 NORTH BRIDGE YORK PLACE G R E E NS IDE ROW TRAM STOP ST ANDREW SQUARE ST ANDREW SQUARE TRAM STOP The Board encourages all shareholders to submit proxy voting forms as soon as possible and, in any event, by no later than 9.30am on 14 September 2023. Should you or, if appointed, your proxy, wish to watch the Annual General Meeting electronically please get in touch with the Managers at trustenquiries@bailliegifford.com, who will be able to provide you with details and instructions for doing so. Please note you will not be able to vote and you will not be counted as part of the quorum but you will have the opportunity to watch the Managers’ presentation. You will also be able to submit questions in advance to the Board and Managers by email to trustenquiries@bailliegifford.com or call 0800 917 2112. Baillie Gifford may record your call. By Rail:  By Bus: Lothian Buses local services include: 1, 5, 7, 8, 10, 12, 14, 15, 15A, 16, 22, 25, 34 By Tram: Stops at St Andrew Square and York Place Access to Waverley Train Station on foot Shareholder Information Notice of Annual General Meeting  of Baillie Gifford US Growth Trust plc (the ‘Company’) will be held at    following resolutions, of which Resolutions 1 to 10 will be proposed as Ordinary Resolutions and Resolutions 11 and 12 will be proposed as Special Resolutions: 1. To receive and adopt the Annual Report and Financial  31 May 2023 together with the Reports of the Directors and of the Independent Auditor thereon. 2. To approve the Directors’ Annual Report on Remuneration  3. To re-elect Mr TJW Burnet as a Director of the Company. 4. To re-elect Ms SP Inglis as a Director of the Company. 5. To re-elect Mr GD Paterson as a Director of the Company. 6. To re-elect Mr CRD van der Kuyl as a Director of the Company. 7. To re-elect Ms RL Palmer as a Director of the Company.    General Meeting at which the Financial Statements are laid before the Company. 9. To authorise the Directors to determine the remuneration of the Independent Auditor of the Company. 10. That, in substitution to any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot ordinary shares in the capital of the Company, or C shares convertible into ordinary shares, provided that such authority shall be limited to the allotment of ordinary shares and grant of rights in respect of ordinary shares with an aggregate nominal value of up to £1,017,179.00 (representing approximately one-third of the nominal value of the issued share capital excluding treasury shares as at 4 August 2023), such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require ordinary shares or C shares to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant ordinary shares or C shares in pursuance of such an offer or agreement as if such authority had not expired. The Annual General Meeting of the Company will be held at the   70 Annual Report 2023 Shareholder Information 11. That, subject to the passing of Resolution 10 above, and in substitution to any existing authorities but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the ‘Act’) to allot equity securities (within the meaning of section 560(1) of the Act, and including ordinary shares and C shares) for cash pursuant to the authority given by Resolution 10 above and to sell treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power: (a) expires at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on the expiry of 15 months from the passing of this Resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and (b) shall be limited to the allotment of equity securities or the sale of treasury shares up to an aggregate nominal value of £305,153.70 (representing approximately 10% of the nominal value of the issued share capital excluding treasury shares of the Company as at 4 August 2023). 12. That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Company be generally and unconditionally authorised, in accordance with section 701 of the Companies Act 2006 (the ‘Act’) to make market purchases (within the meaning of section 693(4) of the Act) of fully paid ordinary shares of 1p each in the capital of the Company (‘ ordinary shares ’) (either for retention as treasury shares for future reissue, resale or transfer or for cancellation) provided that: (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 45,742,539, or, if less, the number representing approximately 14.99% of the issued ordinary share capital (excluding treasury shares) of the Company as at the date of the passing of this Resolution; (b) the minimum price (excluding expenses) which may be paid for each ordinary share shall be the nominal value of that share; (c) the maximum price (excluding expenses) which may be paid for any ordinary share purchased pursuant to this authority shall not be more than the higher of: (i) 5% above the average closing price on the London  business days immediately preceding the day of purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 12 will be carried out; and (d) unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting, save that the Company may, prior to such expiry, enter into a contract to purchase ordinary shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract or contracts. By Order of the Board Baillie Gifford & Co Limited Managers and Secretaries 17 August 2023 Notes: 1. As a member you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company but must attend the AGM to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You can only appoint a proxy using the procedure set out in these notes and the notes to the proxy form. You may not use any electronic address provided either in this notice or any related documents (including the Financial Statements and proxy form) to communicate with the Company for any purpose other than those expressly stated. 2. To be valid any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority  received by post or (during normal business hours only) by hand at the Registrars of the Company at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or eproxyappointment.com no later than two days (excluding non-working days) before the time of the meeting or any adjourned meeting.     Manual and/or by logging on to the website euroclear.com/CREST  who have appointed a voting service provider(s), should refer  be able to take the appropriate action on their behalf. 4. In order for a proxy appointment or instruction made using      Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, Baillie Gifford US Growth Trust plc 71 in order to be valid, be transmitted so as to be received by the Company’s registrar (ID 3RA50) no later than 9.30am two days (excluding non-working days) before the time of the meeting or any adjournment. For this purpose, the time of receipt will be taken to be the time (as determined by the  Host) from which the Company’s registrar is able to retrieve    to the appointee through other means.   sponsors, or voting service providers should note that   Normal system timings and limitations will, therefore, apply    or sponsored member, or has appointed a voting service  voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by        in the circumstances set out in Regulation 35(5)(a) of the  7. The return of a completed proxy form or other instrument of proxy will not prevent you attending the AGM and voting in person if you wish.   Regulations 2001 and section 311 of the Companies Act  vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company no later than 9.30am two days (excluding non-working days) prior to the commencement of the AGM or any adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 9. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 10. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 and 2 above does not apply to Nominated Persons. The rights described in those Notes can only be exercised by shareholders of the Company. 11. The members of the Company may require the Company to publish, on its website, (without payment) a statement (which is also passed to the Auditor) setting out any matter relating to the audit of the Company’s Financial Statements, including the Auditor’s report and the conduct of the audit. The Company will be required to do so once it has received such requests from either members representing at least 5% of the total voting rights of the Company or at least 100 members who have a relevant right to vote and hold shares in the Company on which there has been paid up an average sum per member of at least £100. Such requests must be made in writing and must state your full name and address and be sent to the Company at Calton Square, 1 Greenside Row,  12. Information regarding the Annual General Meeting, including information required by section 311A of the Companies Act 2006, is available from the Company’s page of the Managers’ website at bgusgrowthtrust.com. 13. Members have the right to ask questions at the meeting in accordance with section 319A of the Companies Act 2006. 14. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 15. As at 4 August 2023 (being the last practicable date prior to the publication of this notice) the Company’s issued share capital (excluding treasury shares) consisted of 305,153,700 ordinary shares of 1p each, carrying one vote each. Therefore, the total number of voting rights in the Company as at 4 August 2023 were 305,153,700 votes. 16. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his or her proxy will need to ensure that both he/she and his/her proxy complies with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules. 17. No Director has a contract of service with the Company. Shareholder Information 72 Annual Report 2023 Baillie Gifford US Growth Trust plc (‘Baillie Gifford US Growth’) is an investment trust. Investment trusts offer investors the following:   — constant supervision by experienced professional managers; and   realised within its portfolio although investors are still liable  How to Invest The Company’s shares are traded on the London Stock  stockbroker or by asking a professional adviser to do so. If you are interested in investing directly in Baillie Gifford US Growth, you can do so online. There are a number of companies offering real time online dealing services. Find out more by visiting the investment trust pages at bailliegifford.com . Sources of Further Information on the Company The ordinary shares of the Company are listed on the London  The price of shares can also be found on the Company’s page on Baillie Gifford’s website at bgusgrowthtrust.com, Trustnet at trustnet.co.uk  factsheets are also available on the Baillie Gifford website and are updated monthly. These are available from Baillie Gifford on request.  ISIN GB00BDFGHW41 Sedol BDFGHW4 Ticker USA  Key Dates  dividend and no interim dividend. If a dividend was payable this would be due soon after the Annual General Meeting. Share Register Enquiries Computershare Investor Services PLC maintains the share register on behalf of the Company. In the event of queries regarding shares registered in your own name, please contact the Registrars on 0370 707 1711. This helpline also offers an automated self-service functionality (available 24 hours a day, 7 days a week) which allows you to: — hear the latest share price;   — order Change of Address and Stock Transfer forms.  you can check your holding on the Registrar’s website at investorcentre.co.uk. They also offer a free, secure, share management website service which allows you to: — view your share portfolio and see the latest market price of your shares; — calculate the total market price of each shareholding; — view price histories and trading graphs; — register to receive communications from the Company, including the Annual Report and Financial Statements, in electronic format; — change address details; and — use online dealing services. To take advantage of this service, please log in at investorcentre.co.uk and enter your Shareholder Reference Number and Company Code (this information can be found  Electronic Proxy Voting If you hold stock in your own name you can choose to vote by returning proxies electronically at eproxyappointment.com. If you have any questions about this service, please contact Computershare on 0370 707 1711. CREST Proxy Voting  Personal Member), you may appoint one or more proxies or  message transmitted. For further information please refer to  Where this has been received in a country where the provision of such a service would be contrary to local laws or regulations, this should be treated as information only.  2023 Number of shares held 2023 % 2022 Number of shares held 2022 % Institutions 45,557,960 14.9 53,807,542 17.6 Intermediaries 240,643,562 78.9 248,309,862 81.4 Individuals 1,552,388 0.5 1,162,411 0.4 Marketmakers 17,399,790 5.7 1,873,885 0.6     Data Protection  security of any personal data provided to it. Further details on how personal data is held and processed on behalf of the Company can be found in the privacy policy available on the Company’s website bgusgrowthtrust.com . Further Shareholder Information Shareholder Information Baillie Gifford US Growth Trust plc 73 Trust Trust published twice a year. It provides an insight to Baillie Gifford’s investment approach by including interviews with Baillie Gifford’s fund managers, as well as containing investment trust news, investment features and articles about the trusts managed by Baillie Gifford, including Baillie Gifford US Growth. Trust plays an important role in helping to explain Baillie Gifford’s products so that readers can really understand them. Baillie Gifford US Growth on the Web Up-to-date information about Baillie Gifford US Growth can be found on the Company’s page of the Managers’ website at bgusgrowthtrust.com  Baillie Gifford US Growth , including recent portfolio information and performance  Suggestions and Questions Any suggestions on how communications with shareholders can be improved are welcomed. Please contact the Baillie Gifford Client Relations Team (see contact details below) and give them your suggestions. They will also be very happy to answer questions that you may have about Baillie Gifford US Growth . Client Relations Team Contact Details Telephone: 0800 917 2112 Your call may be recorded for training or monitoring purposes. Email: trustenquiries@bailliegifford.com Website: bailliegifford.com Baillie Gifford Client Relations Team Calton Square 1 Greenside Row  Please note that Baillie Gifford is not permitted to give financial advice. If you would like advice, please ask an authorised intermediary. You can subscribe to Trust bailliegifford.com/trust. Communicating with Shareholders Baillie Gifford US Growth Trust web page at bgusgrowthtrust.com Shareholder Information Trust 74 Annual Report 2023 Risk Warnings Past performance is not a guide to future performance. Baillie Gifford US Growth Trust plc (‘Baillie Gifford US Growth’) is a listed UK company. The value of its shares, and any income from them, can fall as well as rise and you may not get back the amount invested. Baillie Gifford US Growth invests in overseas securities. Changes in the rates of exchange may also cause the value of your investment (and any income it may pay) to go down or up. Baillie Gifford US Growth has borrowed money to make further investments (sometimes known as ‘gearing’ or ‘leverage’). The risk is that when this money is repaid by the Company, the value of the investments may not be enough to cover the borrowing and interest costs, and the Company will make a loss. If the Company’s investments fall in value, any invested borrowings will increase the amount of this loss. Baillie Gifford US Growth can buy back its own shares. The risks from borrowing, referred to above, are increased when a company buys back its own shares.  may not be readily available and there can be no assurance that  price the Company might receive upon their sale. Baillie Gifford US Growth can make use of derivatives which may impact on its performance. Currently the Company does not make use of derivatives. Investments in smaller companies is generally considered higher risk as changes in their share prices may be greater and the shares may be harder to sell. Smaller companies may do less well in periods of unfavourable economic conditions. Baillie Gifford US Growth’s exposure to a single market and currency may increase risk.  companies. The Company’s risk could be increased as these  may be greater. Share prices may either be below (at a discount) or above (at a premium) the net asset value (‘NAV’). The Company may issue new shares when the price is at a premium which may reduce the share price. Shares bought at a premium may have a greater risk of loss than those bought at a discount. Charges are deducted from income. Where income is low, the expenses may be greater than the total income received and the capital value would be reduced. The aim of Baillie Gifford US Growth is to achieve capital growth and it is unlikely that the Company will provide steady, or indeed any, income. You should note that tax rates and reliefs may change at any time and their value depends on your circumstances. Baillie Gifford US Growth is a UK public listed company and as such complies with the requirements of the Financial Conduct Authority but is not authorised or regulated by the Financial Conduct Authority. The information and opinions expressed within the Annual Report and Financial Statements are subject to change without notice. The staff of Baillie Gifford & Co and Baillie Gifford US Growth Directors may hold shares in Baillie Gifford US Growth and may buy and sell such shares from time to time. Further details of the risks associated with investing in the Company, including a Key Information Document and how charges are applied, can be found at bgusgrowthtrust.com, or by calling Baillie Gifford on 0800 917 2112. Your call may be recorded for training or monitoring purposes. This information has been issued and approved by Baillie Gifford & Co Limited, the Managers and Secretaries, and does not in any way constitute investment advice. Shareholder Information  not have a direct impact in the UK due to Brexit, however, it   BG & Co Limited, via the National Private Placement Regime (NPPR) the following disclosures have been provided to comply with the high-level requirements of SFDR. The AIFM has adopted  on integration of sustainability risks in investment decisions. Baillie Gifford & Co’s approach to investment is based on identifying and holding high quality growth businesses that enjoy sustainable competitive advantages in their marketplace. To do this it looks  research to build an in-depth knowledge of an individual company and a view on its long-term prospects. This includes the consideration of sustainability factors (environmental, social and/ or governance matters) which it believes will positively or Sustainable Finance Disclosure Regulation (‘SFDR’)  detail on the Managers’ approach to sustainability can be found  on the Baillie Gifford website bailliegifford.com. Taxonomy Regulation  or criteria for environmentally sustainable economic activities in respect of six environmental objectives. It builds on the disclosure requirements under SFDR by introducing additional disclosure obligations in respect of alternative investment funds that invest in an economic activity that contributes to an environmental objective. The Company does not commit to make sustainable   environmentally sustainable economic activities. Baillie Gifford US Growth Trust plc 75 No third party data provider (‘Provider’) makes any warranty, express or implied, as to the accuracy, completeness or timeliness of the data contained herewith nor as to the results to be obtained by recipients of the data. No Provider shall in any way be liable to any recipient of the data for any inaccuracies, errors or omissions in the index data included in this document, regardless of cause, or for any damages (whether direct or indirect) resulting therefrom. No Provider has any obligation to update, modify or amend the data or to otherwise notify a recipient thereof in the event that any matter stated herein changes or subsequently becomes inaccurate. Without limiting the foregoing, no Provider shall have any liability whatsoever to you, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgements or any other conclusions, or any course of action determined, by you or any third party, whether or not based on the content, information or materials contained herein. 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In accordance with the Alternative Investment Fund Managers Regulations, information in relation to the Company’s leverage and the remuneration of the Company’s AIFM, Baillie Gifford & Co Limited, is required to be made available to investors.  In accordance with the Regulations, the AIFM’s remuneration policy is available at bailliegifford.com or on request (see contact details on the back cover) and the numerical remuneration disclosures in respect of the AIFM’s relevant reporting period are also available at bailliegifford.com . Alternative Investment Fund Managers (AIFM) Regulations Leverage The Company’s maximum and actual leverage levels (see Glossary of Terms and Alternative Performance Measures on pages 76 and 77) at 31 May 2023 are shown below: Gross method Commitment method Maximum limit 2.50:1 2.00:1 Actual 1.07:1 1.07:1  the automatic exchange of information, Baillie Gifford US Growth Trust plc is required to collect and report certain information about certain shareholders. The legislation requires investment trust companies to provide personal information to HMRC on certain investors who purchase shares in investment trusts. Accordingly, Baillie Gifford US Growth Trust plc must provide information annually to the local tax authority on the tax residencies of a number of non-UK based  Automatic Exchange of Information New shareholders, excluding those whose shares are held in   For further information, please see HMRC’s Quick Guide: Automatic  gov.uk/government/publications/exchange-of-information- account-holders. Shareholder Information 76 Annual Report 2023     The APM’s noted below are commonly used measures within the investment trust industry and serve to improve comparability between investment trusts. Total Assets  the total value of all assets held less all liabilities (other than liabilities in the form of borrowings). Shareholders’ Funds and Net Asset Value Shareholders’ funds is the value of all assets held less all liabilities, with borrowings deducted at book cost. Net asset value (‘NAV’) is the value of all assets held less all liabilities, with borrowings deducted at either fair value or book value as described below.  by the number of ordinary shares in issue. Borrowings at Book Value Borrowings are valued at adjusted net issue proceeds. The value of the borrowings at book is set out on page 68.  Borrowings are valued at an estimate of their market worth. The value of the borrowings at fair is set out on page 68. Net Asset Value (Reconciliation of NAV at Book Value to NAV at Fair Value) 31 May 2023 31 May 2022 Net asset value per ordinary share (borrowings at book value) 186.33p 191.44p Shareholders’ funds (borrowings at book value) £568,599,000 £584,186,000 Add: book value of borrowings £40,342,000 £39,674,000 Less: fair value of borrowings (£39,904,000) (£39,081,000) Net Asset Value (borrowings at fair value) £569,037,000 £584,779,000 Number of shares in issue   Net asset value per ordinary share (borrowings at fair value)   Net Liquid Assets Net liquid assets comprise current assets less current liabilities (excluding borrowings). Glossary of Terms and Alternative Performance Measures (‘APM’)  As stock markets and share prices vary, an investment trust’s share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount.  price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium. 31 May 2023 31 May 2022 Net asset value per ordinary share (after deducting borrowings at fair value) (a) 186.48p 191.63p Share price (b) 144.80p 168.00p Discount (borrowings at fair value) ((b)-(a)) ÷ (a)   31 May 2023 31 May 2022 Net asset value per ordinary share (after deducting borrowings at book value) (a) 186.33p 191.44p Share price (b) 144.80p 168.00p Discount (borrowings at book value) ((b)-(a)) ÷ (a)    The total return is the return to shareholders after reinvesting any dividend on the date that the share price goes ex-dividend. The Company does not pay a dividend, therefore, the one year and since inception total returns for the share price and NAV per share at book and fair value are the same as the percentage movements in the share price and NAV per share at book and fair value as detailed on pages 1 and 28.  The total recurring expenses (excluding the Company’s cost of dealing in investments and borrowing costs) incurred by the Company as a percentage of the average net asset value (with debt at fair value). Ongoing Charges Calculation 31 May 2023 £’000 31 May 2022 £’000 Investment management fee 3,345 4,865 Other administrative expenses 670 676 Total expenses (a)   Average daily cum-income net asset value (b) 578,722 898,007 Ongoing charges ((a)÷(b))   Shareholder Information Baillie Gifford US Growth Trust plc 77  At its simplest, gearing is borrowing. Just like any other public company, an investment trust can borrow money to invest in additional investments for its portfolio. The effect of the borrowing on the shareholders’ assets is called ‘gearing’. If the Company’s assets grow, the shareholders’ assets grow proportionately more because the debt remains the same. But if the value of the Company’s assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets. Gearing is the Company’s borrowings at book value less cash and cash equivalents (including any outstanding trade settlements) expressed as a percentage of shareholders’ funds. 31 May 2023 31 May 2022 Borrowings (at book cost) £40,342,000 £39,674,000 Less: cash and cash equivalents (£3,440,000) (£3,007,000) Adjusted borrowings (a) £36,902,000 £36,667,000 Shareholders’ funds (b) £568,599,000 £584,186,000 Gearing: (a) as a percentage of (b) 6% 6% Gross gearing is the Company’s borrowings at par expressed as a percentage of shareholders’ funds. 31 May 2023 31 May 2022 Borrowings (at book cost) (a) £40,342,000 £39,674,000 Shareholders’ funds (b) £568,599,000 £584,186,000 Gross gearing: (a) as a percentage of (b) 7% 7%  For the purposes of the Alternative Investment Fund Managers Regulations, leverage is any method which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company’s exposure and its net asset value and can be calculated on a gross and a commitment method. Under the gross method, exposure represents the sum of the Company’s positions after the deduction of sterling cash balances, without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash balances and after certain hedging and netting positions are offset against each other.  Active share, a measure of how actively a portfolio is managed, is the percentage of the portfolio that differs from its comparative index. It is calculated by deducting from 100 the percentage of the portfolio that overlaps with the comparative index. An active share of 100 indicates no overlap with the index and an active  Treasury Shares The Company has the authority to make market purchases of its ordinary shares for retention as treasury shares for future reissue, resale, transfer, or for cancellation. Treasury shares do not receive distributions and the Company is not entitled to exercise the voting rights attaching to them. Private (Unlisted) Company An unlisted or private company means a company whose shares are not available to the general public for trading and are not listed on a stock exchange. Shareholder Information KPMG LLP Tel +44 (0) 20 7311 1000 Audit Fax +44 (0) 20 7311 3311 15 Canada Square London E14 5GL United Kingdom KPMG LLP, a UK limited liability partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. Registered in England No OC301540 Registered office: 15 Canada Square, London, E14 5GL For full details of our professional regulation please refer to ‘Regulatory information’ under ‘About’ at www.kpmg.com/uk Reference - AR-1858 Document Classification - KPMG Highly Confidential Private & confidential Baillie Gifford US Growth Trust Plc 28 St James's Square Grimaldi House London SW1Y 4JH 7 August 2023 Our ref AR-1858 Contact John Waterson John.Waterson@KPMG.co.uk Dear Sir/Madam, Statement to Baillie Gifford US Growth Trust Plc (no. 11194060) on ceasing to hold office as auditors pursuant to section 519 of the Companies Act 2006 The reason connected with our ceasing to hold office is the holding of a competitive tender for the audit, in which we were unsuccessful in retaining the audit Yours faithfully, KPMG LLP Audit registration number: 9188307 Audit registration address: 15 Canada Square Canary Wharf, London E14 5GL Directors Chairman: TJW Burnet SP Inglis CRD van der Kuyl RL Palmer GD Paterson  Baillie Gifford & Co Limited Grimaldi House  London  Alternative Investment Fund Manager and Company Secretaries Baillie Gifford & Co Limited Calton Square  Edinburgh   bailliegifford.com Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol   Depositary  (International) Limited  London  Company Broker Panmure Gordon (UK) Limited  London  Independent Auditor  Saltire Court  Edinburgh  Company Details bgusgrowthtrust.com Company Registration       Ticker USA   Further Information Baillie Gifford Client Relations Team Calton Square    Email: trustenquiries@bailliegifford.com