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As filed with the Securities and Exchange Commission on March 25, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 20-F
(Mark One)
[] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended: December 31, 2002
OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 001-11960
ASTRAZENECA PLC
(Exact Name of Registrant as Specified in Its Charter)
England
(Jurisdiction of Incorporation or Organization)
15 Stanhope Gate, London W1K 1LN
(Address of Principal Executive Offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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American Depositary Shares, each The New York Stock Exchange
representing one Ordinary Share of The New York Stock Exchange*
25(cent)each Ordinary Shares of
25(cent)each
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* Not for trading, but only in connection with the registration of American
Depositary Shares representing such Ordinary Shares pursuant to the
requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
None
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(Title of Class)
The number of issued shares of each class of stock of AstraZeneca Plc
as of March 24, 2003 was:
Ordinary Shares of 25(cent) each: 1,714,629,329
Redeemable Preference Shares of (pound)1 each: 50,000
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [] Not applicable
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 [] Item 18 [X]
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Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as
amended, the information for the 2002 Form 20-F of AstraZeneca Plc (the
"Company") set out below is being incorporated by reference from the Company's
"Annual Report and Form 20-F 2002" filed as an exhibit to its Report on Form
6-K dated March 10, 2003.
References below to major headings include all information under such
major headings, including subheadings, unless such reference is part of a
reference to a subheading, in which case such reference includes only the
information contained under such subheading. Graphs and tabular data in the
margins are not included unless specifically identified below.
The information set forth under headings "Use of Terms", "Cautionary
Statement Regarding Forward Looking Statements", "Trade Marks", "Statements of
Competitive Position", "Statements of Growth Rates", and "AstraZeneca Website"
on the inside front cover of the Company's "Annual Report and Form 20-F 2002"
filed as an exhibit to its Report on Form 6-K dated March 10, 2003 is
incorporated herein by reference.
PART 1
ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3 - KEY INFORMATION
A. Selected Financial Data
The information set forth under the headings "Financial Highlights" on
page 2, "Group Financial Record - UK GAAP" on pages 123 to 125 and "Shareholder
Information" on page 126 of the Company's "Annual Report and Form 20-F 2002"
filed as an exhibit to its Report on Form 6-K dated March 10, 2003 is
incorporated herein by reference.
B. Capitalization and Indebtedness
Not applicable.
C. Reason for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The information set forth under the heading "Risk Factors" on pages 134 to
136 of the Company's "Annual Report and Form 20-F 2002" filed as an exhibit to
its Report on Form 6-K dated March 10, 2003 is incorporated herein by
reference.
ITEM 4 - INFORMATION ON THE COMPANY
A. History and Development of the Company
The information set forth under the headings "Additional Information -
History and development of the Company" on page 139, "Investments, divestments
and capital expenditure" on page 34 and on page 42 and "Financial Statements -
Notes relating to the Financial Statements - Note 11 - Tangible Fixed Assets"
on page 78, "Financial Statements - Notes relating to the Financial Statements
- Note 26 - Acquisitions of subsidiaries and purchases of minority interests"
on page 90 and "Financial Statements - Notes relating to the Financial
Statements - Note 28 - Disposals" on page 91 of the Company's "Annual Report
and Form 20-F 2002" filed as an exhibit to its Report on Form 6-K dated March
10, 2003 is incorporated herein by reference.
B. Business Overview
The information (including graphs and tabular data) set forth in the
tables "Continuing Operations before Exceptional Items" on page 2, "Sales by
therapeutic area $m", "Sales of major products > $500m" and "Sales by
geographic area $m" each on page 3, the information (including graphs and
tabular data) set forth under the headings "Operational Review" on pages 8 to
28, "Financial Statements - Notes relating to the Financial Statements - Note
10 - Segment Information" on pages 74 to 77 and "Statements of Competitive
Position" on the inside front cover of the Company's "Annual Report and Form
20-F 2002" filed as an exhibit to its Report on Form 6-K dated March 10, 2003
is incorporated herein by reference.
C. Organizational Structure
The information set forth under the headings "Directors Report" on page
44, "Financial Statements - Notes relating to the Financial Statements - Note 1
- Composition of the Group" on page 65 and "Principal Subsidiaries, Joint
Ventures and Associates" on page 112 of the Company's "Annual Report and Form
20-F 2002" filed as an exhibit to its Report on Form 6-K dated March 10, 2003
is incorporated herein by reference.
D. Property, Plants and Equipment
The information set forth under the headings "Operational Review - Main
Facilities" on page 26, "Financial Statements - Notes relating to the Financial
Statements - Note 34 - Assets pledged, commitments and contingent liabilities -
Environmental costs and liabilities" on page 102, and "Geographic Review - US -
Facilities" on page 19 of the Company's "Annual Report and Form 20-F 2002"
filed as an exhibit to its Report on Form 6-K dated March 10, 2003 is
incorporated herein by reference.
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information set forth under the headings "Financial Review" on pages
30 to 43, "Operational Review - Research and Development" on page 21,
"Operational Review - Intellectual Property" on page 27, and "Financial
Statements - Notes relating to the Financial Statements - Note 20 - Financial
Instruments" on pages 83 to 86 of the Company's "Annual Report and Form 20-F
2002" filed as an exhibit to its Report on Form 6-K dated March 10, 2003 is
incorporated herein by reference.
The information in the Company's "Annual Report and Form 20-F 2002"
referred to (on page 65) that the Company operates through 235 subsidiaries
worldwide, all of which are consolidated in its Financial Statements, and
further (on page 34) that the Company's future operating cash flows may be
affected by a number of factors that are outlined under the heading "Financial
Review - Business events influencing 2002" on pages 30 and 31.
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The information set forth under the headings "Board of Directors" on pages
6 and 7, "Directors' Remuneration Report - Executive Directors' Service
Contracts" on page 50, and "Directors' Remuneration Report - External
appointments" on page 50 of the Company's "Annual Report and Form 20-F 2002"
filed as an exhibit to its Report on Form 6-K dated March 10, 2003 is
incorporated herein by reference.
B. Compensation
The information set forth under the headings "Directors' Remuneration
Report" on pages 49 to 54 and "Financial Statements - Notes relating to the
Financial Statements - Note 32 - Post-retirement benefits" on pages 93 to 96 of
the Company's "Annual Report and Form 20-F 2002" filed as an exhibit to its
Report on Form 6-K dated March 10, 2003 is incorporated herein by reference.
C. Board Practices
The information set forth under the headings "Board of Directors" on pages
6 and 7 and "Directors' Report" on pages 44 to 48 of the Company's "Annual
Report and Form 20-F 2002" filed as an exhibit to its Report on Form 6-K dated
March 10, 2003 is incorporated herein by reference.
D. Employees
The information set forth under the headings "Directors' Report -
Employees" on pages 47 and 48 and "Financial Statements - Notes relating to the
Financial Statements - Note 10 - Segment information - Employees" on page 76 of
the Company's "Annual Report and Form 20-F 2002" filed as an exhibit to its
Report on Form 6-K dated March 10, 2003 is incorporated herein by reference.
E. Share Ownership
The information set forth under the headings "Financial Statements - Notes
relating to the Financial Statements - Note 33 - Employee costs and share
option plans for employees" on pages 97 to 100, "Directors Remuneration Report"
on pages 49 to 54 and "Shareholder Information - Title of class" and "- Options
to purchase securities from registrant or subsidiaries" on page 129 of the
Company's "Annual Report and Form 20-F 2002" filed as an exhibit to its Report
on Form 6-K dated March 10, 2003 is incorporated herein by reference.
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The information set forth under the heading "Shareholder Information" on
page 128 of the Company's "Annual Report and Form 20-F 2002" filed as an
exhibit to its Report on Form 6-K dated March 10, 2003 is incorporated herein
by reference.
B. Related Party Transactions
The information set forth under the heading "Financial Statements - Notes
relating to the Financial Statements - Note 36 - Statutory and other
information" on page 107 of the Company's "Annual Report and Form 20-F 2002"
filed as an exhibit to its Report on Form 6-K dated March 10, 2003 is
incorporated herein by reference.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8 - FINANCIAL INFORMATION
The information set forth in Exhibit 10.2 hereto "Auditor report to the
members of AstraZeneca Plc by KPMG Audit Plc" is incorporated in this section by
reference. The information (including graphs and tabular data) set forth under
the heading "Financial Statements" on pages 55 and 58 to 133 including the
information set forth under the subheadings "Notes relating to the Financial
Statements", "Principal Subsidiaries, Joint Ventures and Associates",
"Additional Information for US investors", "Group Financial Record - UK GAAP",
"Group Financial Record - US GAAP" and "Shareholder Information" of the
Company's "Annual Report and Form 20-F 2002" filed as an exhibit to its Report
on Form 6-K dated March 10, 2003 is incorporated herein by reference.
ITEM 9 - THE OFFER AND LISTING
A. Offer and Listing Details
The information set forth under the heading "Shareholder Information" on
pages 126 to 128 of the Company's "Annual Report and Form 20-F 2002" filed as
an exhibit to its Report on Form 6-K dated March 10, 2003 is incorporated
herein by reference.
The high and low prices for the shares of Zeneca Group Plc trading on the
London Stock Exchange and Astra AB trading on the Stockholm Stock Exchange for
1998 are set out below.
Zeneca 1998
Ordinary Shares in issue - millions At period end.................... 950
Weighted average for period.......................................... 950
Stock Market price - per $0.25 Ordinary Share Highest (pence)........ 2759
Lowest (pence)....................................................... 1860
At period end (pence)................................................ 2617
Earnings per $0.25 Ordinary Share before exceptional items........... $1.27
Earnings per $0.25 Ordinary Share (basic)............................ $1.25
Earnings per $0.25 Ordinary Share (diluted).......................... $1.24
Dividends ........................................................... $0.70
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Astra 1998
Ordinary Shares in issue - millions At period end.................... 1,643
Weighted average for period.......................................... 1,643
Stock Market price - per Astra A Share Highest (SEK)................. 173
Lowest (SEK)......................................................... 117
At period end (SEK).................................................. 166
Stock Market price - per Astra B Share Highest (SEK)................. 169
Lowest (SEK)......................................................... 112
At period end (SEK).................................................. 165
Earnings per Share (SEK)............................................. 7.18
Dividends (SEK)...................................................... 1.90
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The high and low prices for the shares of AstraZeneca Plc trading on the
London, New York and Stockholm Stock Exchanges for January and February, 2003
is set out below.
Ordinary LSE ADS Ordinary SSE
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High Low High Low High Low
2003 (pence) (pence) (US$) (US$) (SEK) (SEK)
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January 21.87 18.20 33.76 27.23 311 251.50
February 21.89 19.80 33.44 28.87 302 262
B. Plan of Distribution
Not applicable.
C. Markets
The information set forth under the heading "Shareholder Information" on
pages 126 to 128 of the Company's "Annual Report and Form 20-F 2002" filed as
an exhibit to its Report on Form 6-K dated March 10, 2003 is incorporated
herein by reference.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10 - ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The information set forth under the heading "Additional Information -
Memorandum and Articles of Association" on page 139 of the Company's "Annual
Report and Form 20-F 2002" filed as an exhibit to its Report on Form 6-K dated
March 10, 2003 is incorporated herein by reference.
C. Material Contracts
Not applicable.
D. Exchange Controls
The information set forth under the heading "Shareholder Information -
Exchange controls and other limitations affecting security holders" on page 131
of the Company's "Annual Report and Form 20-F 2002" filed as an exhibit to its
Report on Form 6-K dated March 10, 2003 is incorporated herein by reference.
E. Taxation
The information set forth under the heading "Shareholder Information -
Taxation for US residents" on pages 130 and 131 of the Company's "Annual Report
and Form 20-F 2002" filed as an exhibit to its Report on Form 6-K dated March
10, 2003 is incorporated herein by reference.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
The information set forth under the heading "Shareholder Information -
Documents on display" on page 129 of the Company's "Annual Report and Form 20-F
2002" filed as an exhibit to its Report on Form 6-K dated March 10, 2003 is
incorporated herein by reference.
I. Subsidiary Information
Not applicable.
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information (including graphs and tabular data) set forth under the
headings "Financial Review - Treasury" on pages 34 and 35 and "Financial Review
- Sensitivity analysis" on pages 35 and 36 of the Company's "Annual Report and
Form 20-F 2002" filed as an exhibit to its Report on Form 6-K dated March 10,
2003 is incorporated herein by reference.
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
(a) There has been no material default in payment of principal, interest,
a sinking or purchase fund installment, or any other material default with
respect to any indebtedness of the Company or any of its significant
subsidiaries.
(b) There have been no arrears in the payment of dividends on, and no
material delinquency with respect to, any class of preferred stock of any
significant subsidiary of the Company.
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not applicable.
ITEM 15 - CONTROLS AND PROCEDURES
The information set forth under the heading "Directors' Report - Audit
Committee, Internal Controls and Management of Risk - Audit Committee" on page
46 of the Company's "Annual Report and Form 20-F 2002" filed as an exhibit to
its Report on Form 6-K dated March 10, 2003 is incorporated herein by
reference.
PART III
ITEM 17 - FINANCIAL STATEMENTS
The Company has responded to Item 18 in lieu of this item.
ITEM 18 - FINANCIAL STATEMENTS
The information set forth in Exhibit 10.2 hereto "Auditor report to the
members of AstraZeneca Plc by KPMG Audit Plc" is incorporated in this section by
reference. The information (including graphs and tabular data) set forth under
the heading "Financial Statements" on pages 55 and 58 to 133 including the
information set forth under the subheadings "Notes relating to the Financial
Statements", "Principal Subsidiaries, Joint Ventures and Associates",
"Additional Information for US Investors", "Group Financial Record - UK GAAP",
"Group Financial Record - US GAAP" and "Shareholder Information" of the
Company's "Annual Report and Form 20-F 2002" filed as an exhibit to its Report
on Form 6-K dated March 10, 2003 is incorporated herein by reference.
ITEM 19 - EXHIBITS
1.1 Memorandum and Articles of Association.
4.1 Master Restructuring Agreement dated as of June 19, 1998 between
Astra AB, Merck & Co., Inc., Astra Merck Inc., Astra USA, Inc.,
KB USA, L.P., Astra Merck Enterprises, Inc., KBI Sub Inc., Merck
Holdings, Inc. and Astra Pharmaceuticals, L.P.*
4.2 Amendment to the Agreement for Service between AstraZeneca Plc and Sir
T.F.W. McKillop, dated February 4, 2003.
4.3 Amendment to the Agreement for Service between AstraZeneca Plc and Mr.
J.R. Symonds, dated February 4, 2003.
4.4 Amendment to the Agreement for Service between AstraZeneca Plc and Dr.
H. Mogren, dated February 4, 2003.
7.1 Statement explaining calculation of ratio of earnings to fixed
charges.
8.1 List of subsidiaries.
10.1 Pursuant to Rule 12-b-23(a) of the Securities Exchange Act of 1934, as
amended, the information incorporated into this Form 20-F by reference
to the Company's "Annual Report and Form 20-F 2002" filed as an
exhibit to its Report on Form 6-K dated March 10, 2003, is attached as
an exhibit hereto.
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*Incorporated into this Form 20-F by reference to Astra AB's Form 6-K, filed
on October 16, 1998.
10.2 Auditor report to the members of AstraZeneca Plc by KPMG Audit Plc
10.3 Consent of KPMG Audit Plc, independent accountants to the Company.
10.5 Consent of IMS Health.
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
AstraZeneca Plc
By: /s/ Adrian C N Kemp
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Name: Adrian C N Kemp
Title: Authorised Signatory
London, England
March 25, 2003
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT 2002
I, Thomas Fulton Wilson McKillop, certify that:
1. I have reviewed this annual report on Form 20-F of AstraZeneca Plc;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
March 25, 2003
/s/ SIR TOM MCKILLOP
Sir Tom McKillop, Chief Executive AstraZeneca Plc
I, Jonathan Richard Symonds, certify that:
1. I have reviewed this annual report on Form 20-F of AstraZeneca Plc;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
March 25, 2003
/s/ J.R. SYMONDS
J R Symonds, Chief Financial Officer AstraZeneca Plc
EXHIBIT INDEX
Exhibit
No. Description
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1.1 Memorandum and Articles of Association.
4.1 Master Restructuring Agreement dated as of June 19, 1998 between Astra
AB, Merck & Co., Inc., Astra Merck Inc., Astra USA, Inc., KB USA,
L.P., Astra Merck Enterprises, Inc., KBI Sub Inc., Merck Holdings,
Inc. and Astra Pharmaceuticals, L.P.*
4.2 Amendment to the Agreement for Service between AstraZeneca Plc
and Sir T.F.W. McKillop, dated February 4, 2003.
4.3 Amendment to the Agreement for Service between AstraZeneca Plc
and Mr. J.R. Symonds, dated February 4, 2003
4.4 Amendment to the Agreement for Service between AstraZeneca Plc
and Dr. H. Mogren, dated February 4, 2003.
7.1 Statement explaining calculation of ratio of earnings to fixed
charges.
8.1 List of subsidiaries.
10.1 Pursuant to Rule 12-b-23(a) of the Securities Exchange Act of
1934, as amended, the information incorporated into this Form
20-F by reference to the Company's "Annual Report and Form
20-F 2002" filed as an exhibit to its Report on Form 6-K dated
March 10, 2003, is attached as an exhibit hereto.
10.2 Auditor report to the members of AstraZeneca Plc by KPMG
Audit Plc.
10.3 Consent of KPMG Audit Plc, independent accountants to the
Company.
10.5 Consent of IMS Health.
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*Incorporated into this Form 20-F by reference to Astra AB's Form 6-K, filed
on October 16, 1998.