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, 2004 | |
| OR | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-11960
ASTRAZENECA PLC
(Exact Name of Registrant as Specified in Its Charter)
England
(Jurisdiction of Incorporation or Organization)
15 Stanhope Gate, London W1K 1LN
(Address of Principal Executive Offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| 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 20, 2005 was: |
| Ordinary Shares of 25¢ each: 1,635,493,816 Redeemable Preference Shares of £1 each: 50,000 |
| 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 | Not Applicable |
| Indicate by check mark which financial statement item the registrant has elected to follow. |
| Item 17 | o | Item 18 | x |
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 2004 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 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005.
References below to major headings include all information under such major headings, including subheadings, unless such reference is part of a reference to a subheading, in which case such reference includes only the information contained under such subheading. Graphs and tabular data in the margins are not included unless specifically identified below.
The information set forth under headings “Use of terms”, “Cautionary statement regarding forward-looking statements”, “Trade marks”, “Statements of competitive position”, “Statements of growth rates”, and “AstraZeneca websites” on the inside front cover of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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” on page 7, “Financial Statements – Notes to the Financial Statements – Note 34 – Called-up share capital of parent company” on page 123, “Group Financial Record – UK GAAP” on pages 136 to 137 and “Shareholder Information” on page 147 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
B.Capitalization and Indebtedness
Not applicable.
C.Reason for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
The information set forth under the heading “Risk Factors” on pages 155 to 157 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
ITEM 4 - INFORMATION ON THE COMPANY
A.History and Development of the Company
The information set forth under the headings “Additional Information – History and development of the Company” on page 160, “Investments, divestments and capital expenditure” on pages 40 and 50 to 51, “Financial Statements – Notes to the Financial Statements – Note 9 – Tangible fixed assets” on page 87 and “Financial Statements – Notes to the Financial Statements – Note 24 – Disposal of business operations” on page 97 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
B.Business Overview
The information (including graphs and tabular data) set forth under the headings “Strategy” on page 10, “Operational Review” on pages 11 to 36, “Financial Statements – Notes to the Financial Statements – Note 8 – Segment information” on pages 85 to 86 and “Statements of competitive position” on the inside front cover of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
C.Organizational Structure
The information set forth under the headings “Directors’ Report” on page 52 and “Principal Subsidiaries” on page 124 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
D.Property, Plants and Equipment
The information (including tabular data) set forth under the headings “Operational Review – Main Facilities” on page 33, “Financial Review – Financial position, including cash flow and liquidity – Tangible fixed assets” on page 40, “Financial Statements – Note 30 – Assets pledged, commitments and contingent liabilities – Environmental costs and liabilities” on page 111 and “Financial Statements – Notes to the Financial Statements – Note 9 – Tangible fixed assets” on page 87 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 Review” on pages 37 to 51, “Operational Review – Research and Development (R&D)” on page 30, “Financial Statements – Notes to the Financial Statements – Note 18 – Financial instruments” on pages 91 to 94 and “Financial Statements – Notes to the Financial Statements – Note 21 – Reserves” on page 96 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 8 and 9 and “Directors’ Remuneration Report – External appointments and retention of fees” on page 64 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
B.Compensation
The information set forth under the headings “Directors’ Remuneration Report” on pages 60 to 68 and “Financial Statements Notes to the Financial Statements – Note 28 – Post-retirement benefits” on pages 99 to 103 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
C.Board Practices
The information set forth under the headings “Board of Directors” on pages 8 and 9, “Directors’ Report” on pages 52 to 57, “Audit Committee’s Report” on pages 58 to 59 and “Directors’ Remuneration Report” on pages 60 to 68 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
D.Employees
The information set forth under the headings “Directors’ Report – Employees” on pages 56 to 57 and “Financial Statements – Notes to the Financial Statements – Note 29 – Employee costs and share option plans for employees – Employee costs” on page 104 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
E.Share Ownership
The information set forth under the headings “Financial Statements – Notes to the Financial Statements – Note 29 – Employee costs and share option plans for employees” on pages 104 to 108, “Directors’ Remuneration Report” on pages 60 to 68 and “Shareholder Information – Title of class” and “– Options to purchase securities from registrant or subsidiaries” on pages 149 and 150 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 page 149 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
B.Related Party Transactions
The information set forth under the headings “Financial Statements – Notes to the Financial Statements – Note 32 – Statutory and other information – Related party transactions” on page 119 and “Shareholder Information – Related party transactions” on page 150 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 “Financial Statements” on pages 72 to 123 (including the information set forth under the subheading “Notes to the Financial Statements”), “Principal Subsidiaries” on page 124, “Additional Information for US Investors” on pages 125 to 135, “Group Financial Record – UK GAAP” on pages 136 and 137, “Group Financial Record – US GAAP” on page 138 and “Shareholder Information” on pages 147 to 154 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
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 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 | AstraZeneca Ordinary SSE* | |||||
| High | Low | High | Low | High | Low | ||
| (pence) | (pence) | (US$) | (US$) | (SEK) | (SEK) | ||
| 2004 – Quarter 3 | 2,665 | 2,265 | 47.13 | 41.13 | 359.5 | 301 | |
| – Quarter 4 | 2,367 | 1,863 | 44.14 | 35.88 | 305 | 237.5 | |
| 2004 | 50.85 | 35.88 | 374 | 237.5 | |||
| 2003 | 49.47 | 29.98 | 382 | 245 | |||
| 2002 | 52.04 | 28.00 | 541 | 255 | |||
| 2001 | 51.11 | 42.60 | 540 | 400 | |||
| 2000 | 52.25 | 30.79 | 515 | 266 | |||
| * Principally held in bearer form | |||||||
B.Plan of Distribution
Not applicable.
C.Markets
The information set forth under the heading “Shareholder Information” on page 148 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 160 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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”, “– UK and US income taxes and tax treaties affecting remittance of dividends”, “– Taxation on capital gains” and “UK inheritance tax” on pages 151 to 152 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
E.Taxation
The information set forth under the headings “Shareholder Information – Taxation for US residents”, “– UK and US income taxes and tax treaties affecting remittance of dividends”, “– Taxation on capital gains” and “– UK inheritance tax” on pages 151 to 152 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 151 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 450 Fifth Street, N.W., 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 “Financial Review – Financial risk management policies” on pages 41 to 43, “Financial Review – Sensitivity analysis – 31 December 2004” and “Financial Review – Sensitivity analysis – 31 December 2003” on page 41 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 58 and 59 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
ITEM 16 – RESERVED
ITEM 16A – AUDIT COMMITTEE FINANCIAL EXPERT
The information set forth under the heading “Audit Committee’s Report” on page 58 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
ITEM 16B – CODE OF ETHICS
The information set forth under the heading “Directors’ Report – Code of Conduct” on page 55 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 58 to 59 Financial Statements – Notes to the Financial Statements – Note 32 – Statutory and other information” on page 119 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 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 | (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 29 – Jan 31 | 600,000 | £ 26.35 | 600,000 | $ 3.97bn | |||||
| Month # 2 | |||||||||
| Feb 1- Feb 29 | 8,200,000 | £ 25.82 | 8,200,000 | $ 3.57bn | |||||
| Month # 3 | |||||||||
| Mar 1 - Mar 31 | 3,700,000 | £ 26.45 | 3,700,000 | $ 3.39bn | |||||
| Month # 4 | |||||||||
| Apr 1 – Apr 30 | – | – | – | $ 3.39bn | |||||
| Month # 5 | |||||||||
| May 1 – May 31 | 3,250,000 | £ 25.96 | 3,250,000 | $ 3.24bn | |||||
| Month # 6 | |||||||||
| Jun 1 – Jun 30 | 4,900,000 | £ 25.57 | 4,900,000 | $ 3.01bn | |||||
| Month # 7 | |||||||||
| Jul 1 - Jul 31 | 1,900,000 | £ 24.33 | 1,900,000 | $ 2.93bn | |||||
| Month # 8 | |||||||||
| Aug 1 – Aug 31 | 5,850,000 | £ 24.11 | 5,850,000 | $ 2.67bn | |||||
| Month # 9 | |||||||||
| Sept 1 – Sept 30 | 6,950,000 | £ 23.24 | 6,950,000 | $ 2.38bn | |||||
| Month # 10 | |||||||||
| Oct 1 – Oct 31 | – | – | – | $ 2.38bn | |||||
| Month # 11 | |||||||||
| Nov 1 – Nov 30 | 6,850,000 | £ 22.09 | 6,850,000 | $ 2.09bn | |||||
| Month # 12 | |||||||||
| Dec 1 – Dec 31 | 7,900,000 | £ 19.65 | 7,900,000 | $ 1.79bn | |||||
| Total | 50,100,000 | £ 23.76 | 50,100,000 | $ 1.79bn | |||||
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. All of the shares included in the above table were repurchased pursuant to this publicly announced program.
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 14.2 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 72 to 123 (including the information set forth under the subheading “Notes to the Financial Statements”), “Principal Subsidiaries” on page 124, “Additional Information for US Investors” on pages 125 to 135, “Group Financial Record – UK GAAP” on pages 136 to 137, “Group Financial Record – US GAAP” on page 138 and “Shareholder Information” on pages 147 to 154 of the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005 is incorporated herein by reference.
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 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 2003 have been delivered to the registrar of companies and those for 2004 will be delivered in due course.
ITEM 19 - EXHIBITS
| 1.1 | Memorandum and Articles of Association. | |
| 4.1 | Master Restructuring Agreement dated as of June 19, 1998 between Astra AB, Merck & Co., Inc., Astra Merck Inc., Astra USA, Inc., KB USA, L.P., Astra Merck Enterprises, Inc., KBI Sub Inc., Merck Holdings, Inc. and Astra Pharmaceuticals, L.P.* | |
| 4.2 | Amendment to the Agreement for Service between AstraZeneca PLC and Sir T.F.W. McKillop, dated February 4, 2003.* | |
| 4.3 | Amendment to the Agreement for Service between AstraZeneca PLC and Mr. J.R. Symonds, dated February 4, 2003.* | |
| 4.4 | Amendment to the Agreement for Service between AstraZeneca PLC and Dr. H. Mogren, dated February 4, 2003.* | |
| 7.1 | Statement explaining calculation of ratio of earnings to fixed charges. | |
| 8.1 | List of subsidiaries. | |
| 12.1 | Certification of Sir Tom McKillop filed pursuant to 17 CFR 240.13a-14(a). | |
| 12.2 | Certification of J.R. Symonds filed pursuant to 17 CFR 240.13a-14(a). | |
| 13.1 | Certification of Sir Tom McKillop and J.R. Symonds furnished pursuant to 17CFR 240.13a-14(b) and 18 U.S.C. 1350. | |
| 14.1 | Pursuant to Rule 12-b-23(a) of the Securities Exchange Act of 1934, as amended, the information incorporated into this Form 20-F by reference to the Company’s “Annual Report and Form 20-F Information 2004” filed as an exhibit to its Report on Form 6-K dated February 25, 2005, is attached as an exhibit hereto. | |
| 14.2 | Auditor report to the members of AstraZeneca PLC by KPMG Audit Plc. | |
| 14.3 | Consent of KPMG Audit Plc, independent accountants to the Company. | |
| 14.4 | Consent of IMS Health. | |
* 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
March21, 2005
