As filed with the Securities and Exchange Commission on March 12, 200423, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
| (Mark One) | |
| o | 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, | |
| OR | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR | |
| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report _____________ | |
| For the transition period from _____________ to ____________ | |
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 |
| American Depositary Shares, each representing one Ordinary Share of 25¢ each | The New York Stock Exchange |
| Ordinary Shares of 25¢ each | The New York Stock Exchange* |
| * | 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 |
| (Title of Class) |
| Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: |
| None |
| (Title of Class) |
| The number of issued shares of each class of stock of AstraZeneca PLC as of March |
| Ordinary Shares of 25¢ each: Redeemable Preference Shares of £1 each: 50,000 |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act |
| Yes | x | No | o | |
| If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
| Yes | o | No | x |
| Note — checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. |
| 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 | o |
| Large accelerated filer x | accelerated filero | Non-accelerated filero | ||||
| Indicate by check mark which financial statement item the registrant has elected to follow. |
| Item 17 | o | Item 18 | x |
| If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
| Yes | o | No | x |
| (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) |
| Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. |
| Yes | o | No | o |
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 20032005 Form 20-F of AstraZeneca PLC (the “Company”) set out below is being incorporated by reference from
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”terms”, “Cautionary statement regarding forward lookingforward-looking statements”, “Trade Marks”marks”, “Statements of competitive position”, “Statements of growth rates”, and “AstraZeneca website”websites” on the inside front cover of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
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”Statements—Notes to the Financial Statements—Note 28—Called up share capital of parent company” on page 5, “Group Financial Record– UK GAAP” on pages 124 to 125 and128, “Shareholder Information” on page 127147, “Group Financial Record—IFRS” on page 145 and “Group Financial Record—US GAAP” on page 146 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
B.Capitalization and Indebtedness
The following table sets forth, on a UK GAAP basis, our capitalization and indebtedness as at December 31, 2003.Not applicable.
December 31,2003$ millionCreditors due within one yearShort-term borrowings152Current installments of loans–Other creditors7,5437,695Creditors due after more than one yearLoans303Other creditors52355Shareholders’ equityCalled-up share capital423Share premium account449Capital redemption reserve23Merger reserve433Other reserves1,401Profit and loss account10,449Minority equity interests79Shareholders’ funds and minority interests13,257Total capitalization21,307
Notes
In the period January 1, 2004 to February 29, 2004, the Company issued 433,063 new Ordinary Shares of $0.25 each under its employee share plans and cancelled 7,650,000 Ordinary Shares of $0.25 each following their re-purchase by the Company under its share re-purchase programme. On February 29, 2004, the total number of Ordinary Shares in issue was 1,685,478,009.
All indebtedness is unsecured. Guarantees which have been given in the ordinary course of business, for which no security has been given, are not expected to result in any material loss.
C.Reason for the Offer and Use of Proceeds
Not applicable.
D.D. Risk Factors
The information set forth under the heading “Risk Factors” on pages 135154 to 137156 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 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–Information—History and development of the Company” on page 140, “Investments,159, “Business Review—Financial position, including cash flow and liquidity—Investments, divestments and capital expenditure” and “—Tangible Fixed Assets” on page 34pages 48 and on page 41 and58, “Financial Statements – Statements—Notes to the Financial Statements – Statements—Note 9 – Tangible fixed assets”7—Property, plant and equipment” on page 77,96 and “Financial Statements –
Statements—Notes to the Financial Statements – Statements—Note 24 – Acquisitions of subsidiaries and purchases of minority interests” on page 87 and “Financial Statements – Notes to the Financial Statements – Note 25 – 22—Disposal of business operations” on page 88106 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
B.Business Overview
The information (including graphs and tabular data) set forth under the headings “Strategy” on page 8, “Operational“Business Review” on pages 96 to 29,44, “Financial Statements–Statements—Notes to the Financial Statements–Statements—Note 8 – 6—Segment information” on pages 7594 to 7695 and “Statements of Competitive Position”competitive position” on the inside front cover of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
On February 14, 2006, the Company announced that it had decided to withdraw the anticoagulant Exanta™ (melagatran / ximelagatran) from the market and terminate its development. The Company estimated that approximately 400 patients were being prescribed the drug for short-term prevention of venous thromboembolism (VTE) following orthopaedic surgery (OS). Two ongoing Exanta™ clinical trials will be discontinued and Exanta™-treated patients switched to other treatments. It is important that patients do not stop Exanta™ treatment without consulting their doctor. Regulatory files in OS and other indications in the US, Europe and elsewhere will now be withdrawn.
The withdrawal of Exanta™ was triggered by new patient safety data (an adverse event report of serious liver injury) in the EXTEND clinical trial. The trial examined use of Exanta™ in extended VTE prophylaxis in OS up to 35 days post-operatively, and so involved a longer duration of therapy than that approved for marketing. Liver findings had previously been observed during clinical trials of chronic use as referred to in the prescribing information. This new patient report indicated a potential risk of severe liver injury, with an observation of rapid onset of signs and symptoms in the weeks following the end of the 35 days treatment. This specific observation had not previously been made in relation to Exanta™ and indicated that regular liver function monitoring may not mitigate the possible risk. While there was no evidence of a risk of liver injury with approved use up to 11 days, any unapproved use beyond 11 days was a concern. Therefore, in the interests of patient safety, the Company took the precautionary measure of withdrawing Exanta™. The Company has informed regulatory authorities of its decision to withdraw Exanta™ and is now communicating with all prescribers and healthcare professionals to advise them that no new patients should be started on Exanta™.
C.Organizational Structure The information set forth under the headings “Directors“Directors’ Report” on page 4362 and “Principal Subsidiaries” on page 112129 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
D.Property, Plants and Equipment
The information (including tabular data) set forth under the headings “Operational Review–“Business Review—Main Facilities” on page 2843, “Business Review—Financial position, including cash flow and liquidity—Tangible fixed assets” on page 48, “Business Review—Environmental Liabilities” on page 41, “Financial Statements–Statements—Notes to the Financial Statements–Statements—Note 31– Assets pledged, commitments25—Commitments and contingent liabilities–liabilities—Environmental costs and liabilities” on pages 118 and 119 and “Financial Statements—Notes to the Financial Statements—Note 7—Property, plant and equipment” on page 10196 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information (including graphs and tabular data) set forth under the headings “Financial“Business Review—Geographic Review—North America—US” on page 31, “Business Review—Industry Regulation” on pages 43 to 44, “Business Review—Financial Review” on pages 3145 to 42, “Operational Review–59, “Business Review—Research and Development”Development (R&D)” on pages 9 to 29,34 and 35, “Financial Statements – Statements—Notes to the Financial Statements – Statements—Note 18 –13—Interest bearing loans and borrowings” on page 99, “Financial Statements—Notes to the Financial Instruments”Statements—Note 15—Financial
instruments” on pages 81100 to 84103, “Financial Statements—Notes to the Financial Statements—Note 19—Reserves—Nature and purpose of other reserves” on page 106 and “Financial Statements—Notes to the Financial Statement—Note 25—Commitments and Contingent Liabilities” (comprising the tabular data and related text) on page 116 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
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 and “Directors’Remuneration Report– External appointments and retention of fees” on page 54 of the Company’s “Annual Report and Form 20-F Information 2003” filed as an exhibit to its Report on Form 6-K dated February 26, 2004 is incorporated herein by reference.
The Company’s “Press Release” filed as an exhibit to its Report on Form 6-K dated March 11, 2004 is incorporated herein by reference.
B.Compensation
The information set forth under the headings “Directors’ Remuneration Report” on pages 50 to 59, “Financial Statements – Notes to the Financial Statements– Note 29– Post-retirement benefits” on pages 90 to 94 and of the Company’s “Annual Report and Form 20-F Information 2003” filed as an exhibit to its Report on Form 6-K dated February 26, 2004 is incorporated herein by reference.
C.Board Practices
The information set forth under the headings “Board of Directors” on pages 660 and 7, “Directors’ Report” on pages 43 to 48, “Audit Committee’s Report” on pages 48 to 5061 and “Directors’ Remuneration Report”Report—External appointments and retention of fees” on pages 50 to 59page 74 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
D.EmployeesB. Compensation
The information set forth under the headings “Directors’ Report– Employees”Remuneration Report” on page 47 and “Financial Statements–pages 70 to 80 and“Financial Statements—Notes to the Financial Statements–Statements—Note 30– Employee costs and share option plans for employees”
23—Post-retirement benefits” on pages 95107 to 99111 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
The information set forth under the headings “Board of Directors” on pages 60 and 61, “Directors’ Report—Board Changes” and “—Election and Re-election of Directors” on page 62, “Directors’ Report—Board Committees” on pages 65 to 66, “Audit Committee’s Report” on pages 68 to 69 and “Directors’ Remuneration Report” on pages 70 to 80 of the Company’s “Annual Report and Form 20-F Information 2005” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006 is incorporated herein by reference.
D. EmployeesThe information set forth under the headings “Directors’ Report—Employees” on page 66 and “Financial Statements—Notes to the Financial Statements—Note 24—Employee costs and share option plans for employees—Employee costs” on page 111 of the Company’s “Annual Report and Form 20-F Information 2005” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006 is incorporated herein by reference.
E.Share Ownership The information set forth under the headings “Financial Statements–Statements—Notes to the Financial Statements– Statements—Note30– 24—Employee costs and share option plans for employees” on pages 95111 to 99, “Directors115, “Directors’ Remuneration Report”Report —Directors’ Interests in Shares” on pages 5077 to 5978, “Directors’ Remuneration Report—Share Options” on pages 79 to 80, and “Shareholder Information–Information—Major Shareholdings—Title of class” and “–“—Options to purchase securities from registrant or subsidiaries” on pages 129 and 130page 149 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 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 – Information—Major Shareholdings” on page 126pages 148 to 149 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
The information set forth under the headingheadings “Financial Statements–Statements—Notes to the Financial Statements– Note33 –Statements—Note 27—Statutory and other information”information—Related party transactions” on page 107127 and “Shareholder Information – Related party transactions” on page 149 of the Company’s “Annual Report and Form 20-F Information2003” filedInformation 2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
C.Interests of Experts and Counsel
Not applicable.
ITEM 8 - FINANCIAL INFORMATION
The information (including graphs and tabular data) set forth under the headings “Business Review—Capitalisation and Shareholder Return—Dividend and share re-purchases” on page 49, “Directors’ Report—Shareholders’ return strategy and purchase of own shares” on page 67, “Financial Statements” on pages 6284 to 112128 (including the information set forth under the subheading “Notes to the Financial Statements”), “Principal Subsidiaries” on page 112, “AdditionalAdditional Information for US investors”Investors” on pages 130 to 136, “Explanation of Transition to IFRS” on pages 137 to 138, “Group Financial Record—IFRS” on page 113-123,145, “Group Financial Record– UK GAAP” on pages 124 and 125, “Group Financial Record–Record—US GAAP” on page 126146 and “Shareholder Information” on pages 127147 to 134153 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
Following issuance of the decision that the Toprol-XL™ patents are invalid and unenforceable (discussed under the heading “Financial Statements—Notes to the Financial Statements—Note 25—Commitments and contingent liabilities” on pages 123 to 124 of the Company’s “Annual Report and 20-F Information 2005” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006), AstraZeneca has been served with several putative class action complaints filed in the US District Court for the District of Delaware, and one such action filed in the US District Court for the District of Massachusetts, alleging that AstraZeneca monopolized the market for metoprolol succinate by filing patent litigation against KV, Andrx and Eon asserting invalid and unenforceable patents in violation of US anti-trust laws. The complaints include those by plaintiffs purporting to represent the class of distributors who purchased Toprol-XL™ directly from AstraZeneca at supra-competitive prices; those by plaintiffs purporting to represent the class of consumers who are indirect purchasers of Toprol-XL™ at allegedly supra-competitive prices; and those by plaintiffs purporting to represent the class of third party payers who paid supra-competitive prices for Toprol-XL™. AstraZeneca has appealed the underlying judgment that the patents are invalid and unenforceable to the US Court of Appeals for the Federal Circuit. AstraZeneca also denies the allegations of the anti-trust complaints and will vigorously defend them.
ITEM 9 - THE OFFER AND LISTING
A.Offer and Listing Details
The information (including graphs and tabular data) set forth under the heading “Shareholder Information” on pages 147 and 148 of the Company’s “Annual Report and Form 20-F Information 2005” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006 is incorporated herein by reference.
In addition, the table below sets forth, for the periods indicated, the reported high and low share prices of AstraZeneca PLC, on the following bases:
| Ordinary LSE | ADS | Ordinary SSE* | ||||||||||
| High (GB pence) | Low (GB pence) | High (US$) | Low (US$) | High (SEK) | Low (SEK) | |||||||
| 2005 – Quarter 3 | 2,668 | 2,311 | 49.10 | 40.68 | 370.5 | 319.0 | ||||||
| – Quarter 4 | 2,837 | 2,485 | 49.50 | 44.43 | 392.0 | 349.0 | ||||||
| 2005 | 2,837 | 1,861 | 49.50 | 34.72 | 392.0 | 243.0 | ||||||
| 2004 | 2,749 | 1,863 | 50.85 | 35.88 | 374.0 | 237.5 | ||||||
| 2003 | 2,868 | 1,820 | 49.47 | 29.98 | 382.0 | 245.0 | ||||||
| 2002 | 3,625 | 1,799 | 52.04 | 28.00 | 541.0 | 255.0 | ||||||
| 2001 | 3,555 | 2,880 | 51.11 | 42.60 | 540.0 | 400.0 | ||||||
B. Plan of Distribution
Not applicable.
C. Markets
The information set forth under the heading “Shareholder Information” on pages 127 to 130page 147 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
B.D. Selling Shareholders
Not applicable.
PlanE. Dilution
Not applicable.
F. Expenses of Distributionthe Issue
Not applicable.
ITEM 10 - ADDITIONAL INFORMATION
C.MarketsA. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The information set forth under the heading “Shareholder Information”“Additional Information—Memorandum and Articles of Association” on pages 127 to 130page 159 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
D.Selling ShareholdersC. Material Contracts
Not applicable.
E.Dilution
Not applicable.
F.Expenses of the IssueD. Exchange Controls
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– Memorandumheadings “Shareholder Information—Exchange controls and Articles ofAssociation”other limitations affecting security holders”, “—Taxation for US residents”, “—UK and US income taxation of dividends”, “—Taxation on page 140capital gains” and “—UK inheritance tax” on pages 150 to 151 of the Company’s “Annual
“Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
C.Material Contracts Not applicable.
D.Exchange Controls
The information set forth under the headingheadings “Shareholder Information– Exchange controlsInformation—Taxation for US residents”, “—UK and other limitations affecting security holders”US income taxation of dividends”, “—Taxation on page 132capital gains”, “—UK inheritance tax” and “—UK Stamp Duty reserve tax and stamp duty” on pages 150 to 151 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
E.TaxationF. 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 - Taxation for US residents”Information—Documents on display” on page 131150 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
F.Dividends In addition, we file reports and Paying Agents
Not applicable.
G.Statement by Experts
Not applicable.
H.Documentsother information with the United States Securities and Exchange Commission (the “SEC”). You can read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information on Display
the Public Reference Room. The information set forth under the heading “Shareholder Information– Documents on display” on page 130SEC also maintains a website at www.sec.gov which contains in electronic form each of the Company’s “Annual Reportreports and Form 20-F Information 2003”other information that we have filed as an exhibit to its Report on Form 6-K dated February 26, 2004 is incorporated herein by reference.electronically with the SEC.
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”“Business Review—Financial Review—Financial risk management policies” on pages 35 and 36, “Financial Review– Sensitivity analysis – 31 December 2003” on page 35 and “Financial50 to 51, “Business Review—Financial Review – Sensitivity analysis – analysis—31 December 2002”2005” and “Business Review—Financial Review—Sensitivity analysis—31 December 2004” on page 3549 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 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 “Audit Committee’s Report” on pages 48 and 50page 69 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
ITEM 16 – RESERVED
ITEM 16A.16A – AUDIT COMMITTEE FINANCIAL EXPERT
The information set forth under the heading “Audit Committee’s Report” on page 4868 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
ITEM 16.B16B – CODE OF ETHICS
The information set forth under the heading “Directors Report –“Directors’ Report— Code of Conduct” on page 4665 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
The AstraZeneca Code of Conduct and the Finance Code of Conduct are available at www.astrazeneca.com.
ITEM 16C – PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the headings “Audit Committee’s Report” on pages 48 to 50 and “Financial Statements – page 69 Financial Statement—Notes to the Financial Statements – Statements—Note 33 – 27—Statutory and other information” on page 107127 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
ITEM 16D – EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E – PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
| Period | (a) Total number of Shares (or units) purchased(1) | (b) Average Price Paid per Share (or Units) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||
| Month #1 | ||||||||
| Jan 1 - Jan 31 | - | - | - | $ 3.00 bn | ||||
| Month #2 | ||||||||
| Feb 1 - Feb 28 | 7,250,000 | £ 20.84 | 7,250,000 | $ 2.71 bn | ||||
| Month #3 | ||||||||
| Mar 1 - Mar 31 | 4,700,000 | £ 21.47 | 4,700,000 | $ 2.52 bn | ||||
| Month # 4 | ||||||||
| Apr 1 - Apr 30 | - | - | - | $ 2.52 bn | ||||
| Month #5 | ||||||||
| May 1 - May 31 | 7,050,000 | £ 23.23 | 7,050,000 | $ 2.22 bn |
Not applicable.
| Period | (a) Total number of Shares (or units) purchased(1) | (b) Average Price Paid per Share (or Units) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||
| Month #6 | ||||||||
| Jun 1 - Jun 30 | 9,525,000 | £22.85 | 9,525,000 | $ 1.82 bn | ||||
| Month #7 | ||||||||
| Jul 1 - Jul 31 | - | - | - | $ 1.82 bn | ||||
| Month #8 | ||||||||
| Aug 1 - Aug 31 | 11,975,000 | £ 25.75 | 11,975,000 | $ 1.26 bn | ||||
| Month #9 | ||||||||
| Sep 1 - Sep 30 | 9,300,000 | £ 26.33 | 9,300,000 | $ 0.82 bn | ||||
| Month #10 | ||||||||
| Oct 1 - Oct 31 | 2,000,000 | £ 24.78 | 2,000,000 | $ 0.73 bn | ||||
| Month #11 | ||||||||
| Nov 1 - Nov 30 | 10,850,000 | £ 25.96 | 10,850,000 | $ 0.24 bn | ||||
| Month #12 | ||||||||
| Dec 1 - Dec 31 | 5,000,000 | £ 27.16 | 5,000,000 | $ 0.00 bn | ||||
| Total | 67,650,000 | £ 24.45 | 67,650,000 | $ 0.00 bn | ||||
| (1) | On January 29, 2004, the Company announced that the Board had approved a share repurchase program of up to $4 billion to be completed by December 31, 2005. Of this $4 billion, $1.8 billion was completed in 2005 (with the balance of $2.2 billion having been completed in 2004). On July 28, 2005, the Company indicated that the program would increase to a total of $3 billion for 2005. All of the shares included in the above table were repurchased pursuant to this publicly announced program. |
PART IIII
ITEM 17 - FINANCIAL STATEMENTS
ITEM 18 - FINANCIAL STATEMENTSThe Company has responded to Item 18 in lieu of this item.
The information set forth in Exhibit 14.215.2 hereto “Auditor report to the members“Report of AstraZeneca PLC by KPMG Audit Plc”Independent Registered Public Accounting Firm” is incorporated in this section by reference. The information (including graphs and tabular data) set forth under the headings “Financial Statements” on pages 6284 to 112128 (including the information set forth under the subheading “Notes to the Financial Statements”), “Principal Subsidiaries” on page 112,129, “Additional Information for US Investors” on pages 113130 to 123,136, “Explanation of Transition to IFRS” on pages 137 to 138, “Group Financial Record– UK GAAP”Record—IFRS” on pages 124 and 125,page 145, “Group Financial Record – Record—US GAAP” on page 126146 and “Shareholder Information” on pages 127 and 134147 to 153 of the Company’s “Annual Report and Form 20-F Information 2003” filed2005” furnished as an exhibit to its Report on Form 6-K dated February 26, 2004March 13, 2006 is incorporated herein by reference.
AstraZeneca continues to present certain items as exceptional under IFRS and disclose earnings per share both before and after these items. Items are regarded as exceptional when they are unusual and/or of a non-recurring nature. Such items are so identified when, in the opinion of the Directors, their separate classification is necessary in order for the reader to understand the results of the business fully. There were no such items in 2005.
The information set out in these accounts does not constitute the company’s statutory accounts under the U.K. Companies Acts for the years ended 31 December 2005, 2004 or 2003. Those accounts have been reported on by the company’s auditors; their reports were unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The accounts for 2004 and 2003 have been delivered to the registrar of companies and those for 2005 will be delivered in due course.
| 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 | |
| 4.3 | Amendment to the Agreement for Service between AstraZeneca | |
| 4.4 | Agreement for Service between AstraZeneca PLC and John Patterson dated February 14, 2005 (effective as of January 1, 2005). | |
| 4.5 | Agreement for Service between AstraZeneca PLC and David R. Brennan dated December 16, 2005 (effective as of January 1, 2006). | |
| 7.1 | Statement explaining calculation of ratio of earnings to fixed charges. | |
| 8.1 | List of subsidiaries. | |
| 12.1 | Certification of | |
| 12.2 | Certification of J.R. Symonds filed pursuant to 17 CFR 240.13a-14(a). | |
| 13.1 | Certification of | |
| 15.1 | 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 |
| Report of Independent Registered Public Accounting Firm to the members of AstraZeneca PLC by KPMG Audit Plc. | ||
| 15.3 | Consent of KPMG Audit Plc, | |
| 15.4 | Consent of IMS Health. | |
| * | Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 21, 2005. |
| ** | Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 25, 2003. |
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 | |
| Name: Adrian C N Kemp | ||
| Title: Authorised Signatory | ||
London, England
March 12, 200423, 2006