As filed with the Securities and Exchange Commission on March 23, 200627, 2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________
FORM 20-F

(Mark One)
o
o 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
x 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:ended December 31, 20052006
OR
o
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
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 ____________

Date of event requiring this shell company report _____________
For the transition period from _____________ to _____________
Commission file number 001-11960

ASTRAZENECA PLC
(Exact Namename of Registrant as Specifiedspecified in Its Charter)its charter)
England

England

(Jurisdiction of Incorporationincorporation or Organization)

organization)

15 Stanhope Gate, London W1K 1LN
(Address of Principal Executive Offices)

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¢25¢ eachThe New York Stock Exchange
Ordinary Shares of 25¢25¢ eachThe 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 23, 2006 was:
Ordinary Shares of 25¢ each: 1,576,803,529
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
YesxSecurities registered or to be registered pursuant to Section 12(g) of the Act:Noo
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.
None
YesoNox
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.
YesxNoo
(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 26, 2007 was:
Ordinary Shares of 25¢ each: 1,517,057,376
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
x Yes  o No


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.
o Yes  x No
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.
x Yes  o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accredited filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx
accelerated
Accelerated filero
Non-accelerated filero
Indicate by check mark which financial statement item the registrant has elected to follow.
oItem 17
oxItem 18x
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 Yes  
Nox No        
(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.
YesoNoo

(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.
o Yes  o No






Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 20052006 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 Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 and submitted on March 14, 2006.

6, 2007.

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 the headings “Use of terms”, “Cautionary statement regarding forward-looking statements” on the inside front cover, “Use of Terms”, “Trade marks”, “Statements of competitive position”, “Statements of growth rates”rates, sales and market data”, “Statements of dates” and “AstraZeneca websites” on the inside frontback cover and the information on pages 178 to 180 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

PART I1

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 6, “Financial Statements—Notes to the Financial Statements—Note 28—Called up share capital29—Share Capital of parent company”Parent Company” (including tabular data) on page 128,147, the first table that appears under “Shareholder Information” on page 147,165, “Group Financial Record—IFRS” (including tabular data) on page 145163 and “Group Financial Record—US GAAP” (including tabular data) on page 146164 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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 or referenced under the heading “Risk Factors” on pages 154172 to 156176 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.



ITEM 4 - INFORMATION ON THE COMPANY

A. History and Development of the Company

The information (including tabular data) set forth under the headings “Additional Information—History and development of the Company” on page 159, “Business177, “Directors’ Report—Supply—Supply Capability” on page 44, “Directors’ Report—Business Review—Financial Review—Financial position, including cash flow and liquidity—Property, plant and equipment”, “—“Cash Flow” and “—Investments, divestments and capital expenditure” and “—Tangible Fixed Assets”, each on pages 4857 and 58 and page 69, “Financial Statements—Notes to the Financial Statements—Note 7—Property, plant and equipment” on page 96pages 110 and 111 and “Financial





Statements—Notes to the Financial Statements—Note 22—Acquisitions of business operations” and “Financial Statements—Notes to the Financial Statements—Note 23—Disposal of business operations” on page 106pages 121 to 123 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

B. Business Overview

The information set forth on page 1 and the information (including graphs and tabular data) set forth under the headings “Business Review” on pages 68 to 44,52, “Financial Statements—Notes to the Financial Statements—Note 6—Segment information” on pages 94108 to 95109 and “Statements of competitive position” on the inside frontback cover of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

On February 14, 2006,March 19, 2007, the Company announced that it had decided to withdraw the anticoagulant Exanta™ (melagatran / ximelagatran)its collaboration partner AtheroGenics, Inc. revealed first results from the marketARISE (Aggressive Reduction of Inflammation Stops Events) phase III clinical outcomes trial which studied AGI-1067, an investigational anti-atherosclerotic agent with antioxidant and terminateanti-inflammatory effects, in patients with coronary artery disease.
The ARISE trial did not meet its development. The Company estimated that approximately 400 patients were being prescribed the drugprimary endpoint of a statistically significant relative risk reduction in a composite cardiovascular endpoint of cardiovascular death, resuscitated cardiac arrest, non-fatal myocardial infarction, non-fatal stroke, use of coronary revascularization and for short-term preventionangina pectoris with objective evidence of venous thromboembolism (VTE) following orthopaedic surgery (OS). Two ongoing Exanta™ clinical trials will be discontinuedischemia.
AstraZeneca 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 elsewhereAtheroGenics will now be withdrawn.

     The withdrawal of Exanta™ was triggered by new patient safetywork together to fully analyze the full 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 approvedset 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 endAGI-1067, including these first results. After completion of the 35 days treatment. This specific observation hadfinal analysis, under the terms of the license and collaboration agreement AstraZeneca has a 45-day period in which to decide whether or not previously been made in relation to Exanta™ and indicated that regular liver function monitoring may not mitigatecontinue with 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™.

collaboration.
C. Organizational Structure

The information set forth under the headings “Directors’ Report”Report—Governance—Other Matters—Subsidiaries and principal activities” on page 6278 and “Principal“Financial Statements—Principal Subsidiaries” on page 129148 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

D. Property, Plants and Equipment

The information (including tabular data) set forth under the headings “Business“Directors’ Report—Business Review—Main Facilities” on page 43, “Business49, “Directors’ Report—Business Review—Financial position, including cash flow and liquidity—Tangible fixed assets”Property, plant and equipment” on page 48, “Business57, “Directors’ Report—Business Review—Managing Risk—Environmental Liabilities” on page 41,46, “Financial Statements—Notes to the Financial Statements—Note 25—26—Commitments and contingent liabilities—Environmental costs and liabilities” on pages 118135 and 119136 and “Financial Statements—Notes to the Financial Statements—Note 7—Property, plant and equipment” on page 96pages 110 and 111 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.



ITEM 4A - UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The information (including graphs and tabular data) set forth under the headings “Business“Directors’ Report—Business Review—Geographic Review—North America—US”US—Medicare Part D Prescription Drug Benefit” on page 31, “Business34, “Directors’ Report—Business Review—Industry Regulation” on pages 4350 to 44, “Business51, “Directors’ Report—Business Review—Financial Review” on pages 4553 to 59, “Business70, “Directors’ Report—Business Review—Research and Development (R&D)”Development” on pages 34 and 35,37 to 39, “Financial Statements—Notes to the Financial Statements—Note 13—Interest bearing loans and borrowings” on page 99,113, “Financial Statements—Notes to the Financial Statements—Note 15—Financial





instruments” on pages 100115 to 103,118, “Financial Statements—Notes to the Financial Statements—Note 19—Reserves—Nature and purpose of other reserves” on page 106121 and “Financial Statements—Notes to the Financial Statement—Statements—Note 25—26—Commitments and Contingent Liabilities” (comprising the tabular data and related text) on page 116133 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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“Directors’ Report — Board of Directors”Directors at 31 December 2006” on pages 6080 and 6181 and “Directors’ Remuneration Report—External appointments and retention of fees” on page 7487 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

B. Compensation

The information set forth under the headings “Directors’ Remuneration Report” on pages 7082 to 80 and“Financial94 and “Financial Statements—Notes to the Financial Statements—Note 23—24—Post-retirement benefits” on pages 107123 to 111128 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

C. Board Practices

The information set forth under the headings “Board“Directors’ Report—Board of Directors at 31 December 2006” on pages 80 and 81, “Directors’ Report—Governance—Board of Directors” on pages 6071 to 74, “Directors’ Report—Corporate Governance—The US Sarbanes-Oxley Act of 2002” and 61,“—The New York Stock Exchange” on page 75, “Director’s Report—Chief Executive Officer, the Senior Executive Team and delegation of authority” on pages 77 to 78, and “Directors’ Remuneration Report—Board Changes”Details of Executive Directors’ service contracts at 31 December 2006” (consisting of tabular data) and “—Election“Directors’ Remuneration Report—Executive Directors’ service contracts” and Re-election“—Position of the Non-Executive 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 8087 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

D. Employees

The information set forth under the headings “Directors’ Report—Employees”Business Review—People—Communication” on page 6648 and “Financial Statements—Notes to the Financial Statements—Note 24—25—Employee costs and share option plans for employees—Employee costs” on page 111128 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.



E. Share Ownership

The information set forth under the headings “Financial Statements—Notes to the Financial Statements—Note 24—25—Employee costs and share option plans for employees” on pages 111128 to 115,133, “Directors’ Remuneration Report —Directors’ Interests in Shares” on pages 7791 to 78,92, “Directors’ Remuneration Report—Share Options” on pages 7993 to 80,94, and “Shareholder Information—Major Shareholdings—Title of class” and “—Options to purchase securities from registrant or subsidiaries” (consisting of tabular data and related text) on page 149pages 166 and 167 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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—Major Shareholdings” on pages 148 to 149166 and 167 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.





On February 6, 2007, the Company was informed by Legal & General Investment Management Limited that its interest in the issued Ordinary Share capital of the Company as at that date was 55,993,193 shares (3.65 per cent of the issued Ordinary Share capital at that time).
B. Related Party Transactions

The information set forth under the headings “Financial Statements—Notes to the Financial Statements—Note 27—28—Statutory and other information—Related party transactions” on page 127146 and “Shareholder Information –- Related party transactions” on page 149167 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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“Directors’ Report—Business Review—Financial Review—Capitalisation and Shareholder Return—Dividend and share re-purchases” on page 49,58, “Directors’ Report—Shareholders’ return strategy and purchase of own shares”Governance—Other Matters—Returns to Shareholders” on page 67,pages 78 to 79, “Financial Statements” on pages 8498 to 128147 (including the information set forth under the subheading “Notes to the Financial Statements”), “Financial Statements—Principal Subsidiaries” on page 148, “Financial Statements—Additional Information for US Investors” on pages 130149 to 136, “Explanation of Transition to IFRS” on pages 137 to 138,156, “Group Financial Record—IFRS” on page 145,163, “Group Financial Record—US GAAP” on page 146164 and “Shareholder Information” on pages 147165 to 153171 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

     Following issuance of

With respect to the decision that the Toprol-XL™ patents are invalid and unenforceablenumerous individual personal injury actions involving Seroquel (discussed under the heading “Financial Statements—Notes to the Financial Statements—Note 25—26—Commitments and contingent liabilities” on pages 123 to 124page 141 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 6, 2007), as of March 13, 2006),2007, AstraZeneca haswas defending a total of 848 served or answered lawsuits involving approximately 8,044 plaintiff groups. In addition, AstraZeneca is aware of over 1,000 additional cases involving Seroquel that have been filed but have not yet been served (an increase of approximately 400 additional cases since the disclosure was provided in the above-referenced report discussion).


On February 26, 2007, lawyers hired by the Pennsylvania Governor’s Office of General Counsel initiated a lawsuit against Eli Lilly & Co., Janssen, L.P. and AstraZeneca in the Philadelphia Court of Common Pleas. In summary, the complaint seeks compensation for costs incurred by the state for the treatment of Medicaid and other public assistance beneficiaries who allegedly developed diabetes, hyperglycemia and other conditions as a result of using atypical antipsychotic medications, including Seroquel, without adequate warning. In addition, the lawsuit seeks reimbursement of payments made by the Pennsylvania Medicaid program for prescriptions that relate to so-called “non-medically accepted indications” and “non-medically necessary uses” of Seroquel. The lawsuit also attempts to state a claim under the state Medicaid Fraud Act.
AstraZeneca will vigorously defend itself in this lawsuit.
On March 1, 2007, AstraZeneca received a letter from the Committee on Oversight and Government Reform of the U.S. House of Representatives “[a]s part of the Committee’s ongoing oversight of the pharmaceutical industry’s research and marketing practices.” The Committee has requested that AstraZeneca provide information relating to Seroquel clinical trials and marketing practices. AstraZeneca will cooperate with several putative class action complaints filedthe Committee’s inquiry.
With respect to the litigation relating to Crestor in the US District Court for(discussed under the Districtheading “Financial Statements—Notes to the Financial Statements—Note 26—Commitments and contingent liabilities” on page 136 of Delaware,the Company’s “Annual Report and one such action filedForm 20-F Information 2006” furnished as an exhibit to its Report on Form 6-K dated March 6, 2007), out of the seven individual lawsuits that had been served in 2004 and 2005 against AstraZeneca Pharmaceuticals LP and/or AstraZeneca LP, a total of five have now been dismissed. In addition, with respect to the litigation relating to Crestor in Quebec, Canada (discussed under the same heading referred to in the US Districtpreceding sentence), on March 15, 2007, the Court forgranted the District of Massachusetts, alleging that AstraZeneca monopolizednamed plaintiff leave to discontinue 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.

action.

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 148page 165 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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:

·for shares listed on the London Stock Exchange (‘LSE’) the reported high and low middle market closing quotations are derived from The Daily Official List;


  • for shares listed on the Stockholm Stock Exchange (‘SSE’) the high and low closing sales prices are as
    ·for shares listed on the Stockholm Stock Exchange (‘SSE’) the high and low closing sales prices are as stated in the Official List;
    ·for American Depositary Shares (‘ADS’) listed on the New York Stock Exchange the reported high and low sales are as reported by Dow Jones (ADR quotations).
     
    Ordinary LSE
    		 
    ADS
    		 
    AstraZeneca
    Ordinary SSE*
    		 
     
    High
    		 
    Low
    		 
    High
    		 
    Low
    		 
    High
    		 
    Low
    		 
     
    (GB pence)
    		 
    (GB pence)
    		 
    (US$)
    		 
    (US$)
    		 
    (SEK)
    		 
    (SEK)
    		 
    2006 - Quarter 3 3,435  3,101  65.43  56.60  477.0  414.5 
    - Quarter 4 3,529  2,728  66.37  53.55  484.0  365.5 
    2006 3,529  2,574  66.37  45.12  484.0  352.5 
    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 
    _______________

  • for American Depositary Shares (‘ADS’) listed on the New York Stock Exchange the reported high andlow sales are as reported by Dow Jones (ADR quotations).




    • 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 42,837 2,485 49.50 44.43  392.0  349.0
    20052,837 1,861 49.50 34.72  392.0  243.0
    20042,749 1,863 50.85 35.88  374.0  237.5
    20032,868 1,820 49.47 29.98  382.0  245.0
    20023,625 1,799 52.04 28.00  541.0  255.0
    20013,555 2,880 51.11 42.60  540.0  400.0

    *Principally held in bearer form.

    B. Plan of Distribution

    Not applicable.

    C. Markets

    The information set forth under the heading “Shareholder Information” on page 147165 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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 159177 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

    C. Material Contracts

    Not applicable.



    D. Exchange Controls

    The information set forth under the headings “Shareholder Information—Exchange controls and other limitations affecting security holders”, “—Taxation for US residents”, “—UK and US income taxation of dividends”, “—Taxation on capital gains” and “—UK inheritance tax” on pages 150 to 151page 169 of the Company’s





    “Annual “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

    E. Taxation

    The information set forth under the headings “Shareholder Information—Taxation for US residents”, “—UK and US income taxation of dividends”, “—Taxation on capital gains”, “—Passive foreign investment company rules”, “—UK inheritance tax” and “—UK Stamp Dutystamp duty reserve tax and stamp duty” on pages 150168 to 151169 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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 150168 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

    In addition, we file reports and other 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 the Public Reference Room. The SEC also maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed 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 “Business“Directors’ Report—Business Review—Financial Review—Financial risk management policies” on pages 5060 to 51, “Business Review—Financial Review – Sensitivity analysis—31 December 2005” and “Business61, “Directors’ Report—Business Review—Financial Review—Sensitivity analysis—31 December 2004”2006” and “Directors’ Report—Business Review—Financial Review—Sensitivity analysis—31 December 2005” on page 4959 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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”“Financial Statements—Directors’ Report—Governance—Board Committees—Audit Committee” on page 6973 (the last paragraph only) and page 74 (the first paragraph only) and “Financial Statements—Directors’ Responsibilities for, and Report on, Internal Control over Financial Reporting” on page 96 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

    ITEM 16 – RESERVEDManagement’s Annual Report on Internal Control over Financial Reporting

    ITEM 16A – AUDIT COMMITTEE FINANCIAL EXPERT

         The information

    As required by US regulations, management is responsible for establishing and maintaining adequate internal control over financial reporting for the company, and is required to identify the framework used to evaluate the effectiveness of the Company’s internal control over financial reporting and to assess the effectiveness of such internal control. In this regard, management has made the same assessment and reached the same conclusion as that set forth underin the heading “Audit Committee’s Report”section entitled “Director’s Responsibilities for, and Report on, Internal Control over Financial Reporting” on page 6896 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007, which is incorporated herein by reference.

    Report of Independent Registered Public Accounting Firm

    The Board of Directors and Members
    AstraZeneca PLC:

    We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting that AstraZeneca PLC and subsidiaries (“AstraZeneca”), maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). AstraZeneca’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

    We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

    A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made


    only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    In our opinion, management’s assessment that AstraZeneca maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, AstraZeneca maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

    We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AstraZeneca and subsidiaries as of December 31, 2006, 2005 and 2004 and the related consolidated income statements, consolidated statements of recognized income and expense, and consolidated cash flow statements for each of the years in the three-year period ended December 31, 2006 and our report dated February 1, 2007 expressed an unqualified opinion on those financial statements.


    /s/ KPMG Audit Plc

    KPMG Audit Plc
    Chartered Accountants
    8 Salisbury Square
    London, England
    EC4Y 8BB
    February 1, 2007

    ITEM 16B – CODE OF ETHICS16 - RESERVED

    ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT
    The information set forth in the first paragraph under the heading “Directors’ Report— Code of Conduct”Governance—Board Committees—Audit Committee” on page 6572 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 is incorporated herein by reference.

    ITEM 16B - CODE OF ETHICS
    The information set forth under the heading “Directors’ Report— Governance—Corporate Governance—Code of Conduct” on page 76 of the Company’s “Annual Report and Form 20-F Information 2006” furnished as an exhibit to its Report on Form 6-K dated March 6, 2007 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 (including tabular data) set forth under the headings “Audit Committee’s Report” on page 69 Financial Statement—heading “Financial Statements—Notes to the Financial Statements—Note 27—28—Statutory and other information” on page 127146 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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
    		  0       —  0       
    $4.12bn
    		 
    Month #2
    Feb 1 - Feb 28
    		  6,400,000       £26.37  6,400,000       
    $3.83bn
    		 
    Month #3
    Mar 1 - Mar 31
    		  5,250,000       £29.11  5,250,000       
    $3.56bn
    		 
    Month # 4
    Apr 1 - Apr 30
    		  0       —  0       
    $3.56bn
    		 
    Month #5
    May 1 - May 31
    		  15,145,000       £28.72  15,145,000       
    $2.74bn
    		 
    Month #6
    Jun 1 - Jun 30
    		  4,350,000       £30.19  4,350,000       
    $2.50bn
    		 
    Month #7
    Jul 1 - Jul 31
    		  2,250,000       £32.35  2,250,000       
    $2.37bn
    		 
    Month #8
    Aug 1 - Aug 31
    		  10,625,000       £32.49  10,625,000       
    $1.71bn
    		 
    Month #9
    Sep 1 - Sep 30
    		  8,510,000       £33.26  8,510,000       
    $1.18bn
    		 
    Month #10
    Oct 1 - Oct 31
    		  7,399,105       £33.77  7,399,105       
    $0.71bn
    		 
    Month #11
    Nov 1 - Nov 30
    		  9,446,087       £30.48  9,446,087       
    $0.16bn
    		 
    Month #12
    Dec 1 - Dec 31
    		  2,830,000       £28.92  2,830,000       
    $0.00bn
    		 
                  
    Total  72,205,192       £30.59  72,205,192       
    $0.00bn
    		 

    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





    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,February 2, 2006, the Company announced that the Board had approved aintended to repurchase shares in 2006 at around the same level as in 2005. On October 26, 2006, the Company announced that share repurchase programrepurchases (net of up to $4 billionnew issues) for the full year were anticipated 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).around $3 billion. On July 28, 2005,February 1, 2007, the Company indicatedannounced that share repurchases (net of new issues) for the program would increasefull year amounted to a total of $3 billion$3.2 billion. Excluding new issues, share repurchases for 2005. All of the shares included in the above table were repurchased pursuantfull year amounted to this publicly announced program.
    $4.12 billion.

    PART III
    I

    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 15.2 hereto “Report of 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 8498 to 128147 (including the information set forth under the subheading “Notes to the Financial Statements”), “Principal Subsidiaries” on page 129,148 and “Additional Information for US Investors” on pages 130149 to 136, “Explanation of Transition to IFRS” on pages 137 to 138, “Group Financial Record—IFRS” on page 145, “Group Financial Record—US GAAP” on page 146 and “Shareholder Information” on pages 147 to 153156 of the Company’s “Annual Report and Form 20-F Information 2005”2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 20066, 2007 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.

    2006.

    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 2006, 2005 2004 or 2003.2004.  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 20042005 and 20032004 have been delivered to the registrar of companies and those for 20052006 will be delivered in due course.





    ITEM 19 –- EXHIBITS
    1.1 
    1.1Memorandum and Articles of Association.*
      
    4.1Master 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.**
      
    4.2Amendment to the Agreement for Service between AstraZeneca PLC and Mr. J.R. Symonds, dated February 4, 2003.**
      
    4.3Amendment to the Agreement for Service between AstraZeneca PLC and Dr. H. Mogren, dated February 4, 2003.**
    4.4Agreement for Service between AstraZeneca PLC and John Patterson dated February 14, 2005 (effective as of January 1, 2005).***
      
    4.54.4Agreement for Service between AstraZeneca PLC and David R. Brennan dated December 16, 2005 (effective as of January 1, 2006).***
    4.6Form of Deed of Indemnity for Directors.
      
    7.1Statement explaining calculation of ratio of earnings to fixed charges.
      
    8.1List of subsidiaries.
      
    12.1Certification of David R. Brennan filed pursuant to 17 CFR 240.13a-14(a).
      
    12.2Certification of J.R. Symonds filed pursuant to 17 CFR 240.13a-14(a).
      
    13.1Certification of David R. Brennan and J.R. Symonds furnished pursuant to 17CFR 240.13a-14(b) and 18 U.S.C. 1350.
      
    15.1Pursuant 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-FInformation 2005”20-F Information 2006” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006,6, 2007, is attached as an exhibit hereto.
      
    15.2Report of Independent Registered Public Accounting Firm to the members of AstraZeneca PLC by KPMG Audit Plc.
      
    15.3Consent of KPMG Audit Plc, Independent Registered Public Accounting Firm.independent registered public accounting firm.
      
    15.4Consent 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.
    __________________
    *Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 21, 2005 (File No. 001-11960).
    **Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 25, 2003 (File No. 001-11960).
    *** Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 23, 2006 (File No. 001-11960).



    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
    J W Hoskins 
      Name: Adrian C N KempJ W Hoskins
      Title:Authorised Signatory

    London, England
    March 23, 200627, 2007