The following financial information, including Report of Independent
Registered Public Accounting Firm thereon of AstraZeneca Savings and Security Plan are submitted herewith:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2022 and 2021;
Statements of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 2022; and
Report of Independent Registered Public Accounting
Firm
To the Administrator and Plan Participants of
AstraZeneca Savings and Security Plan
Opinion on the Financial Statements
We have audited the accompanying statements of
net assets available for benefits of AstraZeneca Savings and Security Plan (the “Plan”) as of December 31, 2022 and 2021 and
the related statement of changes in net assets available for benefits for the year ended December 31, 2022, including the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available
for benefits for the year ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of
America.
Basis for Opinion
These financial statements are the responsibility
of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental schedule of assets (held at end
of year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial
statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining
whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable,
and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming
our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented
in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial
statements as a whole.
/s/ PricewaterhouseCoopers LLP
Melville, New York
June 27,
2023
We have served as the Plan’s auditor since
2018.
PricewaterhouseCoopers LLP, 401 Broad Hollow Road,
Melville, NY 11747
T: (631) 753 2700, www.pwc.com/us
ASTRAZENECA SAVINGS AND SECURITY PLAN
Statements of Net Assets Available for Benefits
December 31, 2022 and 2021
__________
| |
2022 | | |
2021 | |
| |
| | |
| |
ASSETS | |
| |
Investments: | |
| | | |
| | |
Total investments at fair value | |
$ | 5,693,363,001 | | |
$ | 6,812,314,606 | |
| |
| | | |
| | |
Investments in fully benefit-responsive investment contracts, at contract value | |
| 352,591,533 | | |
| 332,786,535 | |
| |
| | | |
| | |
Total investments | |
| 6,045,954,534 | | |
| 7,145,101,141 | |
| |
| | | |
| | |
Receivables: | |
| | | |
| | |
Employer contributions | |
| 6,483,116 | | |
| 6,709,317 | |
Employee contributions | |
| 6,391,452 | | |
| 6,356,291 | |
Notes receivable from participants | |
| 35,262,521 | | |
| 36,637,552 | |
| |
| | | |
| | |
Total receivables | |
| 48,137,089 | | |
| 49,703,160 | |
| |
| | | |
| | |
| |
| | | |
| | |
Net assets available for benefits | |
$ | 6,094,091,623 | | |
$ | 7,194,804,301 | |
ASTRAZENECA SAVINGS AND SECURITY PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2022
__________
| |
2022 | |
| |
| |
Additions: | |
| | |
Investment income: | |
| | |
Net appreciation (depreciation) in fair value of investments | |
$ | (1,047,367,607 | ) |
Interest and dividends | |
| 14,017,821 | |
| |
| | |
Total investment income (loss) | |
| (1,033,349,786 | ) |
| |
| | |
Interest income on notes receivable from participants | |
| 1,283,788 | |
| |
| | |
Contributions: | |
| | |
Employer | |
| 180,171,319 | |
Employee | |
| 210,589,904 | |
Rollovers | |
| 34,998,468 | |
| |
| | |
Total contributions | |
| 425,759,691 | |
| |
| | |
Total additions | |
| (606,306,307 | ) |
| |
| | |
| |
| | |
Deductions: | |
| | |
Benefits paid to participants | |
| 493,529,845 | |
Administrative expenses | |
| 876,526 | |
| |
| | |
Total deductions | |
| 494,406,371 | |
| |
| | |
Net decrease | |
| (1,100,712,678 | ) |
| |
| | |
| |
| | |
Net assets available for benefits: | |
| | |
Beginning of the year | |
| 7,194,804,301 | |
| |
| | |
End of the year | |
$ | 6,094,091,623 | |
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
General:
The following description of the AstraZeneca
Savings and Security Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for
a more complete description of the Plan’s provisions. The Plan, formerly known as the Zeneca Deferred Compensation Plan, was established
on April 1, 1958, and was designed to provide a systematic means of saving and investing for the future.
Effective July 1, 2000, the Zeneca
Deferred Compensation Plan was amended and restated as the Plan sponsorship transferred from Zeneca Inc. to AstraZeneca Pharmaceuticals
LP (the “Company”). Regular full-time and part-time employees of the Company are immediately eligible to participate in the
Plan. The Company is an indirect wholly owned subsidiary of AstraZeneca PLC. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (“ERISA”).
The Plan is intended as a plan described
in Section 404(c) of ERISA and Section 2550.404c-1 of Title 29 of the Code of Federal Regulations. Because the Plan allowed participants
to invest both before-tax and after-tax contributions in AstraZeneca PLC American Depositary Receipts (“ADRs”), the Plan and
the stock offered thereunder are registered under the Securities Act of 1933 (the “Act”). Participants have not been able
to make new investments in, or transfer funds to the ADRs on or after December 15, 2015.
The AstraZeneca Investment Committee
is the Plan’s named fiduciary for investment and certain administrative duties, and the AstraZeneca Administration Committee is
the Plan’s named fiduciary for claims administration and certain other duties. Both committees are appointed by and subject to review
by the AstraZeneca North America HR Sub-Committee.
Administrative Expenses:
Some costs and expenses incident to
the administration of the Plan and the management of the trust, including the compensation of the trustee, are paid by the Company. Brokerage
charges and fees incurred in connection with the purchase and sale of securities are included as an element of the cost of securities
purchased or as a reduction in the proceeds of securities sold. Investment advisory fees are paid by the Company. Administrative expenses
included in the statement of changes in net assets available for benefits relate to participant distribution mailings and short-term trading
fees applicable to certain investment options. These amounts are paid by the Plan, as a reduction from the participants’ account.
Contributions:
Participants can make before-tax or
after-tax (including ROTH) contributions of up to 50% of annual eligible compensation. The maximum amount of the Company match is one
dollar for each dollar of the first 6% of eligible compensation that a participant contributes to the Plan. Participants age 50 and over
are eligible to contribute additional before-tax and ROTH contributions (“catch-up contributions”) above the annual Internal
Revenue Service ("IRS") limitations up to $6,500 in 2022. The contribution limit for participants is $20,500 and the limitation
on benefits and contributions under Section 415(c)(1)(A) of the Internal Revenue Code is $61,000 in 2022.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
1. | Description of Plan, continued: |
Certain employees of the Company are
eligible to receive “AZ Retirement Company Contributions.” A participant’s employer contribution is equal to a specified
percentage of a participant’s eligible compensation for the Plan year, based on a participant’s points. Participant’s
points are calculated as the aggregate age and service credits allocated to a participant for a plan year determined as of December 31
of the prior plan year. A participant shall receive one point for each year of attained age and one point for each completed year of points
service. A participant shall also receive one point for full months of attained age and completed service that aggregate 12. During 2022,
the specific employer contribution percentage was determined by the basis of the participant’s points for the Plan year as set forth
in the following chart:
Basic contributions |
|
Participant’s points |
|
|
|
5% |
|
Less than 40 points |
6% |
|
40 to 59 points |
7% |
|
60 to 79 points |
8% |
|
80 or more points |
The amount of contributions is subject
to the limitations imposed by the Internal Revenue Code (“IRC”). Both employee and Company contributions are allocated to
each participant account. Participants direct the investment of their employee and Company contributions into the various investment options
offered by the Plan.
Participant Accounts:
Each participant’s account is
adjusted periodically to reflect his or her allocated portion of participant and Company contributions and investment earnings or losses.
Investment income or losses allocated to each participant’s account are based on the portion of income and expenses and gains and
losses of each investment in which the assets represented by the participant’s account are invested.
Vesting:
Participants are immediately vested
in their contributions and all Company matching contributions, plus actual earnings thereon. A participant who is credited with at least
one hour of service on or after January 1, 2007 becomes fully vested in his or her AZ Retirement Company Contributions after the completion
of three years of service. If a participant is involuntarily terminated as a result of a Company restructuring, layoff or job elimination,
their account will become fully (100%) vested if they would have otherwise become fully vested under the terms of the Plan no later than
the six month anniversary of the date of their involuntary termination.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
1. | Description of Plan, continued: |
Participant Loans:
The Plan allows plan loans pursuant
to Section 408(b)(1) of ERISA and the regulations thereunder. The maximum loan amount is the lesser of 50% of a participant’s account
balance or $50,000, excluding any amounts in the AZ Retirement Company Contributions and reduced by the participant’s highest outstanding
plan loan balance over the previous 12 months. The minimum loan amount is $1,000 and the maximum is two loans outstanding at any time
for any eligible borrower. Loans must generally be repaid over a period of up to five years, except for loans to purchase a principal
residence which may be repaid over a period of up to 10 years. Interest rates are based on the “prime rate” published in the
Wall Street Journal on the first calendar day of the month in which the loan is taken and remains fixed over the life of the loan. The
principal amount and interest on a loan shall be repaid by level payroll deductions during each payroll period in which the loan is outstanding.
As of December 31, 2022, the interest rates on the participant loans range from 3.25% to 6.5%. The AZ Retirement Company Contributions
are not available for loans.
Payment of Benefits:
In the case of death, disability, termination,
or retirement, a participant or, if applicable, the participant’s beneficiary, may receive a distribution of the vested portion
of his or her accounts in a lump-sum amount or in installments (excluding termination). In addition, a participant may elect to withdraw
all or part of his or her account in special circumstances, as defined by the Plan.
Forfeited Accounts:
If participants terminate employment
prior to becoming fully vested in their AZ Retirement Company Contributions, then those contributions will be forfeited and used to reduce
future employer company contributions to the Plan for the remaining participants. At December 31, 2022 and 2021, forfeited nonvested accounts
totaled $878 and $22,063 respectively. Forfeitures used to reduce employer company contributions were $135,162 for the year ended December
31, 2022.
2. | Significant Accounting Policies: |
The significant accounting
policies employed in the preparation of the accompanying financial statements are as follows:
Basis of Accounting:
The financial statements of the Plan
are prepared in compliance with the Department of Labor’s (“DOL”) Rules and Regulations for Reporting and Disclosure
under ERISA and under the accrual method of accounting in accordance with accounting principles generally accepted in the United States
of America (“GAAP”).
Investment Valuation and Income
Recognition:
Investments are reported at fair value
(except for the fully benefit-responsive investment contracts, which are reported at contract value). Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The Plan’s Investment Committee determines the Plan’s valuation policies utilizing information provided by the investment
advisers, custodians and insurance companies. See note 4 for discussion of fair value measurements.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
2. | Significant Accounting Policies, continued: |
Investment Valuation and Income
Recognition, continued:
Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are record on the ex-dividend date. Net appreciation
includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants:
Notes receivable from participants
(loans) are measured at their unpaid principal balance plus any accrued but unpaid interest. Defaulted participant loans are reclassified
as benefits paid based upon the terms of the Plan document.
Payment of Benefits:
Benefit payments are recorded when
paid.
Use of Estimates:
The preparation of financial statements
in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities
and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
3. | Fully Benefit-Responsive Investment Contracts: |
The Plan invests in
a portfolio of fully benefit-responsive guaranteed investment contracts (“GICs”) issued by insurance companies that is required
to be reported at contract value. PFM Asset Management LLC served as the investment manager for the portfolio through December 15, 2022
and was replaced by Invesco Advisers, Inc., with oversight from the AstraZeneca Investment Committee. The portfolio is credited with interest
on the GICs and debited for participant withdrawals.
Participants may direct
the withdrawal or transfer of all or a portion of their investment. Participants cannot transfer their balance to a competing investment
option without the amount of such transfer first being directed to one of the Plan’s other investment options and held thereunder
for at least 90 days.
The Plan holds two types of investment
contracts: traditional GICs and synthetic wraps. A traditional GIC is an investment contract issued by an insurance company or bank that
provides for the payment of a specified rate of interest to the Plan and for the repayment of principal when the contract matures. A synthetic
wrap unbundles the investment and insurance components of a traditional GIC. The plan invests in and retains ownership of a pool of fixed
income securities (e.g., government securities, pooled separate accounts, private and public mortgage-backed securities, other asset-backed
securities and investment grade corporate obligations, etc.).
These securities are “wrapped”
by a synthetic investment contract issued by a bank or insurance company that insures that participant-initiated withdrawals from the
synthetic investment contract will be paid at contract value. The gain or loss on the underlying investments is recognized over time by
adjusting the interest rate credited to the Plan under the synthetic wrap.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
3. | Fully Benefit-Responsive Investment Contracts, continued: |
The following table lists the investment
contract values as of December 31, 2022 and 2021:
| |
Contract Value | |
Type of Contract | |
2022 | | |
2021 | |
Traditional | |
$ | 194,515,415 | | |
$ | 183,344,092 | |
Synthetic | |
| 158,076,118 | | |
| 149,442,443 | |
Total | |
$ | 352,591,533 | | |
$ | 332,786,535 | |
Fully benefit-responsive investment
contracts guarantee that (1) the crediting rate provided under the contract will not fall below zero and (2) participant-initiated withdrawals
from the fund (i.e., withdrawals as a result of death, disability, retirement, termination of employment, hardship withdrawal, loan, and
transfers to a non-competing fund) will be covered at contract value.
Certain events might limit the ability
of the Plan to transact at contract value with the issuer. In certain circumstances, the amount withdrawn from the contract would be payable
at fair value rather than at contract value. These events may include, but are not limited to, the redemption of all or a portion of the
interests in the Fund at the direction of the Plan Sponsor (including partial termination of the Plan), withdrawals due to the removal
of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program),
the closing or sale of a subsidiary or unit, the bankruptcy or insolvency of the Plan Sponsor, or if the terms of a successor plan (in
the event of the spin-off or sale of a division) do not meet the contract issuer’s underwriting criteria for issuance of a clone
contract. The events described above that could result in the payment of benefits at fair value rather than at contract value are not
currently probable of occurring.
In addition, certain events allow the
issuer to terminate the contract with the Plan and settle at an amount different from contract value. Examples of such events include
the Plan’s loss of its qualified status, material breaches of contractual obligations that are not cured, delivery of any communication
to plan participants to influence a participant not to invest in the Stable Value option, the issuer’s determination that the agreement
constitutes a nonexempt prohibited transaction as defined under ERISA, a material and adverse change to the provisions of the Plan, or
termination of the Plan. If one of these events were to occur, the contract issuer could terminate the contract at the market value of
the underlying investments (or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula).
4. | Fair Value Measurements: |
The Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurement, establishes a framework for measuring
fair value and enhances disclosures about fair value measurements. That framework provides a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1: Inputs
to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the
ability to access.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
4. | Fair Value Measurements, continued: |
Level 2: Inputs
to the valuation methodology include:
| · | Quoted prices for similar assets or liabilities in active markets |
| · | Quoted prices for identical or similar assets or liabilities in inactive markets |
| · | Inputs other than quoted prices that are observable for the asset or liability |
| · | Inputs that are derived principally from or corroborated by observable market data by correlation or other
means |
If the asset or liability has a specified
(contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs
to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s
or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement. Valuation techniques used need to maximize the use of relevant observable inputs and minimize the use of
unobservable inputs.
The following is a
description of the valuation methodologies used for assets measured at fair value:
Common stock: Funds are invested
in the common stock of AstraZeneca PLC (“AZ Common Stock”). The fair value is a quoted price in an active market.
Mutual funds: Valued
at fair value of shares held by the Plan at year end. The fair value is a quoted price in an active market. The net asset value (“NAV”)
is based upon the assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.
Commingled funds:
Valued at the NAV of shares held by the Plan at year end. The NAVs, provided by external investment managers as a practical expedient,
are based on quoted prices for the fund’s underlying securities (some of which are marketable), estimates, appraisals, assumptions,
and methods that are reviewed by management. This investment category has no unfunded commitments and there are no redemption restrictions.
Collective trusts:
Valued at the NAV of shares held by the Plan at year end. The NAVs, provided by external investment managers as a practical expedient,
are based on quoted prices for the funds’ underlying securities (some of which are marketable), estimates, appraisals, assumptions,
and methods that are reviewed by management. This investment category has no unfunded commitments and there are no redemption restrictions.
Money market funds:
Valued at fair value of shares held by the Plan at year end. The fair value is a quoted price in an active market.
The preceding methods
described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.
Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value
measurement at the reporting date.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
4. | Fair Value Measurements, continued: |
The following table lists
the fair values of investments as of December 31, 2022 and 2021:
| |
Fair Value Measurements as of December 31, 2022: | |
| |
Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Common stock | |
$ | 167,148,357 | | |
$ | 167,148,357 | | |
$ | – | | |
$ | – | |
Mutual funds | |
| 31,029,633 | | |
| 31,029,633 | | |
| – | | |
| – | |
Money market funds | |
| 179,148,040 | | |
| 179,148,040 | | |
| – | | |
| – | |
Total assets in the fair value hierarchy | |
| 377,326,030 | | |
| 377,326,030 | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Investments measured at net asset value (a) | |
| 5,316,036,971 | | |
| – | | |
| – | | |
| – | |
Total investments at fair value | |
$ | 5,693,363,001 | | |
$ | 377,326,030 | | |
$ | – | | |
$ | – | |
| |
Fair Value Measurements as of December 31, 2021: | |
| |
Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Common stock | |
$ | 151,257,134 | | |
$ | 151,257,134 | | |
$ | – | | |
$ | – | |
Mutual funds | |
| 39,843,576 | | |
| 39,843,576 | | |
| – | | |
| – | |
Money market funds | |
| 153,103,269 | | |
| 153,103,269 | | |
| – | | |
| – | |
Total assets in the fair value hierarchy | |
| 344,203,979 | | |
| 344,203,979 | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Investments measured at net asset value (a) | |
| 6,468,110,627 | | |
| – | | |
| – | | |
| – | |
Total investments at fair value | |
$ | 6,812,314,606 | | |
$ | 344,203,979 | | |
$ | – | | |
$ | – | |
(a) In accordance with Subtopic
820-10, collective trusts and commingled funds that were measured at net asset value per share (or its equivalent) have not been classified
in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy
to the line items presented in the statement of net assets available for benefits.
The availability of observable market
data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic
conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another.
For the years ended December 31, 2022
and 2021, there were no transfers in or out of level 3 as there were no level 3 investments noted.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
5. | Internal Revenue Service Status: |
The IRS has determined
and informed the Company by a letter dated February 8, 2018, that the Plan and related trust are designed in accordance with applicable
sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s
tax counsel believe that the Plan is designed and restated, and is currently being operated, in compliance with the applicable requirements
of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.
Accounting principles
generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a
tax liability (or asset) if the plan has taken an uncertain tax position that more likely than not would not be sustained upon examination
by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022, there
are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in
the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any
tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2019.
Although it has not
expressed any intent to do so, the AstraZeneca North America HR Sub-Committee has the right under the Plan to amend or terminate the Plan
at any time, subject to the provisions of ERISA and other applicable laws. In the event of Plan termination, participants would be 100
percent vested in their employer contributions.
| 7. | Party-in-Interest Transactions: |
Certain Plan investments
are shares of mutual funds managed by affiliates of Fidelity Investment Management Company. Fidelity Investment Management Company is
the trustee as defined in the Plan, and therefore, these transactions qualify as party-in-interest transactions.
The Plan also invests in shares of AZ
Common Stock, which qualifies as a party-in-interest transaction. As of December 31, 2022 and December 31, 2021, the fair value of investments
in AZ Common Stock was $167,148,357 and $151,257,134, respectively. During the year ended December 31, 2022, the Plan had no purchases
and had sales of $11,917,739 of AZ Common Stock. The total dividend income received during 2022 was $3,681,473. The total realized and
unrealized gain/(loss) during 2022 was $24,272,749.
8. | Risks and Uncertainties: |
The Plan invests in various investment
securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available
for benefits.
9. | Plan Amendments and Restatement: |
Effective January 1, 2021, the Plan
document was amended and restated in order to incorporate the prior plan amendments (#1-12) and supercedes the prior version of the Plan
document which was the second restatement of the Plan effective January 1, 2016.
Plan Amendment No. 1 was executed on
August 4, 2022 and revised the Plan compensation definition for purposes of determining participants’ AZ Retirement Company Contributions
as well as allowed for post-severance loan repayments.
ASTRAZENECA SAVINGS AND SECURITY PLAN
Notes to Financial Statements
__________
| 10. | Reconciliation of Financial Statements to Form 5500: |
The following is a reconciliation of
net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2022:
| |
December 31, | |
| |
2022 | |
Net assets available for benefits per the financial statements | |
$ | 6,094,091,623 | |
Adjustment from contract value to fair value for fully-benefit responsive investment contracts held by the Stable Value Fund | |
| (13,656,927 | ) |
Net assets available for benefits per the Form 5500 | |
$ | 6,080,434,696 | |
The following is a reconciliation of
investment income per the financial statements to the Form 5500:
| |
December 31, | |
| |
2022 | |
Total investment income (loss) and interest income on notes receivable from participants per
the financial statements | |
$ | (1,032,065,998 | ) |
Adjustment from contract value to fair value for fully-benefit responsive investment contracts held by
the Stable
Value Fund | |
| (13,656,927 | ) |
Total investment income per the Form 5500 | |
$ | (1,045,722,925 | ) |
The Plan has evaluated subsequent events
through June 27, 2023, the date the financial statements were available to be issued, and noted no subsequent events requiring disclosure.
SUPPLEMENTAL SCHEDULE
ASTRAZENECA SAVINGS
AND SECURITY PLAN
Schedule H, line 4i – Schedule of Assets (Held at End of Year)
December 31, 2022
-----------------
Plan No. 002
EIN 23-2967016
(a) | |
(b) Identity of issuer, borrower, lessor or similar party | |
(c) Description of investment, including maturity date, rate of interest, collateral, par, or maturity value | |
(d) Cost | |
(e) Fair Value | |
| |
AstraZeneca Co. Stock Fund | |
| |
| |
| | |
* | |
AstraZeneca Co. | |
AstraZeneca Co. Stock, 2,465,315 shares | |
** | |
$ | 167,148,357 | |
* | |
Fidelity Government Portfolio Institution | |
Money Market Fund | |
** | |
| 2,153,415 | |
| |
Stable Value Fund | |
| |
| |
| | |
| |
Jackson National Life Insurance Company | |
Guaranteed Investment Contract, Due 3/31/23 | |
** | |
| 684,547 | |
| |
Jackson National Life Insurance Company | |
Guaranteed Investment Contract, Due 6/30/23 | |
** | |
| 2,268,878 | |
| |
Jackson National Life Insurance Company | |
Guaranteed Investment Contract, Due 3/29/24 | |
** | |
| 2,311,229 | |
| |
Metropolitan Life Insurance Company Inc. | |
Guaranteed Investment Contract, Due 12/31/24 | |
** | |
| 7,200,870 | |
| |
Metropolitan Life Insurance Company Inc. | |
Guaranteed Investment Contract, Due 3/31/25 | |
** | |
| 8,666,746 | |
| |
Metropolitan Life Insurance Company Inc. | |
Guaranteed Investment Contract, Due 9/30/25 | |
** | |
| 4,297,047 | |
| |
Metropolitan Life Insurance Company Inc. | |
Guaranteed Investment Contract, Due 9/30/27 | |
** | |
| 4,082,628 | |
| |
Metropolitan Life Insurance Company Inc. | |
Guaranteed Investment Contract, Due 6/30/28 | |
** | |
| 4,108,514 | |
| |
New York Life Insurance Company | |
Guaranteed Investment Contract, Due 9/30/25 | |
** | |
| 8,441,923 | |
| |
New York Life Insurance Company | |
Guaranteed Investment Contract, Due 9/30/27 | |
** | |
| 10,213,420 | |
| |
New York Life Insurance Company | |
Guaranteed Investment Contract, Due 12/31/27 | |
** | |
| 12,268,079 | |
| |
New York Life Insurance Company | |
Guaranteed Investment Contract, Due 9/30/25 | |
** | |
| 5,538,335 | |
| |
Ohio National Life Insurance Company | |
Guaranteed Investment Contract, Due 3/31/23 | |
** | |
| 2,294,853 | |
| |
Principal Life Insurance Company | |
Guaranteed Investment Contract, Due 9/30/26 | |
** | |
| 7,179,227 | |
| |
Principal Life Insurance Company | |
Guaranteed Investment Contract, Due 12/29/28 | |
** | |
| 9,203,939 | |
| |
Protective Life Insurance Company | |
Guaranteed Investment Contract, Due 3/31/23 | |
** | |
| 760,533 | |
| |
Protective Life Insurance Company | |
Guaranteed Investment Contract, Due 3/31/26 | |
** | |
| 10,217,765 | |
| |
Massachusetts Mutual Life Insurance Company | |
Guaranteed Investment Contract, Due 3/29/24 | |
** | |
| 6,873,172 | |
| |
Massachusetts Mutual Life Insurance Company | |
Guaranteed Investment Contract, Due 7/1/24 | |
** | |
| 5,807,082 | |
| |
Massachusetts Mutual Life Insurance Company | |
Guaranteed Investment Contract, Due 9/30/24 | |
** | |
| 9,688,660 | |
| |
Massachusetts Mutual Life Insurance Company | |
Guaranteed Investment Contract, Due 9/30/25 | |
** | |
| 14,371,219 | |
| |
Prudential Insurance Company of America | |
Guaranteed Investment Contract, Due 6/28/24 | |
** | |
| 3,227,179 | |
| |
Prudential Insurance Company of America | |
Guaranteed Investment Contract, Due 6/30/27 | |
** | |
| 10,253,680 | |
| |
Prudential Insurance Company of America | |
Guaranteed Investment Contract, Due 12/29/28 | |
** | |
| 5,101,324 | |
| |
Minnesota Mutual Life Insurance | |
Guaranteed Investment Contract, Due 12/31/25 | |
** | |
| 3,209,498 | |
| |
Minnesota Mutual Life Insurance | |
Guaranteed Investment Contract, Due 12/31/24 | |
** | |
| 11,515,196 | |
| |
Minnesota Mutual Life Insurance | |
Guaranteed Investment Contract, Due 3/31/25 | |
** | |
| 5,434,429 | |
| |
Minnesota Mutual Life Insurance | |
Guaranteed Investment Contract, Due 6/30/25 | |
** | |
| 7,523,715 | |
| |
United of Omaha Life Insurance Company | |
Guaranteed Investment Contract, Due 3/31/23 | |
** | |
| 1,017,529 | |
| |
United of Omaha Life Insurance Company | |
Guaranteed Investment Contract, Due 3/28/24 | |
** | |
| 2,654,490 | |
(a) | |
(b) Identity of issuer, borrower, lessor or similar party | |
(c) Description of investment, including maturity date, rate of interest, collateral, par, or maturity value | |
(d) Cost | |
(e) Fair Value | |
| |
United of Omaha Life Insurance Company | |
Guaranteed Investment Contract, Due 12/31/25 | |
** | |
| 8,099,709 | |
| |
IGT Dodge & Cox Core Fixed Income Fund | |
Collective Trust | |
** | |
| 7,449,680 | |
| |
IGT Invesco Core Fixed Income Fund | |
Collective Trust | |
** | |
| 7,438,709 | |
| |
IGT Invesco Intermediate Fund | |
Collective Trust | |
** | |
| 14,840,437 | |
| |
IGT Invesco Short Term Bond Fund | |
Collective Trust | |
** | |
| 69,979,371 | |
| |
IGT Jennison Intermediate Fund | |
Collective Trust | |
** | |
| 14,839,146 | |
| |
IGT Loomis Sayles Core Fixed Income Fund | |
Collective Trust | |
** | |
| 7,449,411 | |
| |
IGT Loomis Sayles Intermediate Fund | |
Collective Trust | |
** | |
| 7,493,904 | |
| |
IGT PIMCO Core Fixed Income Fund | |
Collective Trust | |
** | |
| 7,442,004 | |
| |
IGT PIMCO Intermediate Fund | |
Collective Trust | |
** | |
| 7,486,529 | |
| |
Fidelity FIMM Government Money Market Portfolio | |
Money Market Fund | |
** | |
| 32,435,003 | |
| |
| |
| |
| |
| 371,369,609 | |
| |
Investments in Mutual Funds: | |
| |
| |
| | |
| |
Invesco Oppenheimer Developing Market R6 | |
Mutual Fund | |
** | |
| 31,029,633 | |
| |
| |
| |
| |
| | |
| |
Investment in Collective Trusts: | |
| |
| |
| | |
| |
BlackRock Russell 2000 Alpha Tilts | |
Collective Trust | |
** | |
| 223,409,679 | |
| |
BlackRock Total Return Bond Fund M | |
Collective Trust | |
** | |
| 48,571,592 | |
| |
Champlain Mid Cap Collective Fund | |
Collective Trust | |
** | |
| 169,920,029 | |
| |
GQG Partners US Select Quality Equity CIT Class F | |
Collective Trust | |
** | |
| 621,577,463 | |
* | |
Fidelity Diversified International Commingled Pool | |
Collective Trust | |
** | |
| 71,191,894 | |
| |
Vanguard Institutional Extended Market Index Trust | |
Collective Trust | |
** | |
| 281,434,548 | |
| |
Vanguard Total International Stock Market Index Trust | |
Collective Trust | |
** | |
| 151,926,770 | |
| |
| |
| |
| |
| 1,568,031,975 | |
| |
Investments in Commingled Funds: | |
| |
| |
| | |
| |
Vanguard Institutional Index Fund | |
Large Blend Fund | |
** | |
| 1,049,047,565 | |
| |
Vanguard Total Bond Market Index Fund | |
Intermediate-Term Bond Fund | |
** | |
| 161,618,241 | |
| |
Vanguard Target 2020 | |
Target Date Fund | |
** | |
| 116,529,517 | |
| |
Vanguard Target 2025 | |
Target Date Fund | |
** | |
| 304,728,668 | |
| |
Vanguard Target 2030 | |
Target Date Fund | |
** | |
| 458,327,408 | |
| |
Vanguard Target 2035 | |
Target Date Fund | |
** | |
| 528,710,007 | |
| |
Vanguard Target 2040 | |
Target Date Fund | |
** | |
| 434,248,894 | |
| |
Vanguard Target 2045 | |
Target Date Fund | |
** | |
| 315,207,835 | |
| |
Vanguard Target 2050 | |
Target Date Fund | |
** | |
| 180,915,835 | |
| |
Vanguard Target 2055 | |
Target Date Fund | |
** | |
| 79,309,147 | |
| |
Vanguard Target 2060 | |
Target Date Fund | |
** | |
| 34,355,522 | |
| |
Vanguard Target 2065 | |
Target Date Fund | |
** | |
| 17,337,850 | |
| |
Vanguard Target 2070 | |
Target Date Fund | |
** | |
| 2,592 | |
| |
Vanguard Target Income | |
Target Date Fund | |
** | |
| 67,665,915 | |
| |
| |
| |
| |
| 3,748,004,996 | |
| |
Investments in Money Market Funds: | |
| |
| |
| | |
* | |
FIAM Cash Commingled Pool | |
Money Market Fund | |
** | |
| 144,559,622 | |
| |
| |
| |
| |
| | |
| |
Notes receivable from participants (interest rates ranging from 3.25% to 6.5%
and range of maturity in years 2023-2031) | |
| |
** | |
| 35,262,521 | |
| |
| |
| |
| |
| | |
| |
Total | |
| |
| |
$ | 6,067,560,128 | |
* Party-in-interest
**Cost information is not required for participant-directed investments.
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
ASTRAZENECA SAVINGS
AND SECURITY PLAN
Date: 28 June 2023 |
By: /s/ David E. White |
|
David E. White |
|
Assistant Treasurer-North America, and |
|
AstraZeneca Investment Committee Secretary |
INDEX TO EXHIBIT
23.1 Consent of Independent Registered Public Accounting Firm
AstraZeneca (NYSE:AZN)
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AstraZeneca (NYSE:AZN)
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