As
filed with the Securities and Exchange Commission on March 27,
2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
20-F
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(Mark
One)
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT
OF 1934
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| OR |
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the fiscal year ended December 31, 2006
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| OR |
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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| OR |
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o
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SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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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:
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Title
of each class
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Name
of each exchange on which registered
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American
Depositary Shares, each representing one Ordinary Share of 25¢
each
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The
New York Stock Exchange
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Ordinary
Shares of 25¢
each
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The
New York Stock Exchange*
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___________________________
| * |
Not
for trading, but only in connection with the registration of American
Depositary Shares representing such Ordinary Shares pursuant to the
requirements of the Securities and Exchange
Commission.
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Securities
registered or to be registered pursuant to Section 12(g) of the
Act:
None
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):
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Large
accelerated filer x
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Accelerated
filer o
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Non-accelerated
filer o
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Indicate
by check mark which financial statement item the
registrant has elected to follow.
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| |
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o Item
17 x Item
18
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| 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). |
| |
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o Yes x No
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(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 2006 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 2006” furnished as an exhibit to its Report on Form 6-K
dated March 6, 2007 and submitted on March 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 “Cautionary statement regarding
forward-looking statements” on the inside front cover, “Use of Terms”, “Trade
marks”, “Statements of competitive position”, “Statements of growth rates, sales
and market data”, “Statements of dates” and “AstraZeneca websites” on the inside
back cover and the information on pages 178 to 180 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.
PART
1
ITEM
1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not
applicable.
ITEM
2 - OFFER STATISTICS AND EXPECTED TIMETABLE
Not
applicable.
ITEM
3 - KEY INFORMATION
A.
Selected Financial Data
The
information set forth under the headings “Financial Highlights” on page 6,
“Financial Statements—Notes to the Financial Statements—Note 29—Share Capital of
Parent Company” (including tabular data) on page 147, the first table that
appears under “Shareholder Information” on page 165, “Group Financial
Record—IFRS” (including tabular data) on page 163 and “Group Financial Record—US
GAAP” (including tabular data) on page 164 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.
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
172 to 176 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.
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 177, “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”, each on pages 57 and 58 and page 69, “Financial Statements—Notes
to the Financial Statements—Note 7—Property, plant and equipment” on pages 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 pages 121 to
123 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.
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 8 to 52,
“Financial Statements—Notes to the Financial Statements—Note 6—Segment
information” on pages 108 to 109 and “Statements of competitive position” on the
inside back cover 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.
On
March
19, 2007, the Company announced that its collaboration partner AtheroGenics,
Inc. revealed first results from the ARISE (Aggressive Reduction of Inflammation
Stops Events) phase III clinical outcomes trial which studied AGI-1067, an
investigational anti-atherosclerotic agent with antioxidant and
anti-inflammatory effects, in patients with coronary artery
disease.
The
ARISE
trial did not meet its primary 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 angina pectoris with objective
evidence of ischemia.
AstraZeneca
and AtheroGenics will now work together to fully analyze the full data set
for
AGI-1067, including these first results. After completion of the final analysis,
under the terms of the license and collaboration agreement AstraZeneca has
a
45-day period in which to decide whether or not to continue with the
collaboration.
C.
Organizational Structure
The
information set forth under the headings “Directors’ Report—Governance—Other
Matters—Subsidiaries and principal activities” on page 78 and “Financial
Statements—Principal Subsidiaries” on page 148 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.
D.
Property, Plants and Equipment
The
information (including tabular data) set forth under the headings “Directors’
Report—Business Review—Main Facilities” on page 49, “Directors’ Report—Business
Review—Financial position, including cash flow and liquidity—Property, plant and
equipment” on page 57, “Directors’ Report—Business Review—Managing
Risk—Environmental Liabilities” on page 46, “Financial Statements—Notes to the
Financial Statements—Note 26—Commitments and contingent
liabilities—Environmental costs and liabilities” on pages 135 and 136 and
“Financial Statements—Notes to the Financial Statements—Note 7—Property, plant
and equipment” on pages 110 and 111 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.
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
“Directors’ Report—Business Review—Geographic Review—North America—US—Medicare
Part D Prescription Drug Benefit” on page 34, “Directors’ Report—Business
Review—Industry Regulation” on pages 50 to 51, “Directors’ Report—Business
Review—Financial Review” on pages 53 to 70, “Directors’ Report—Business
Review—Research and Development” on pages 37 to 39, “Financial Statements—Notes
to the Financial Statements—Note 13—Interest bearing loans and borrowings” on
page 113, “Financial Statements—Notes to the Financial Statements—Note
15—Financial instruments” on pages 115 to 118, “Financial Statements—Notes to
the Financial Statements—Note 19—Reserves—Nature and purpose of other reserves”
on page 121 and “Financial Statements—Notes to the Financial Statements—Note
26—Commitments and Contingent Liabilities” (comprising the tabular data and
related text) on page 133 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.
ITEM
6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
The
information set forth under the headings “Directors’ Report — Board of Directors
at 31 December 2006” on pages 80 and 81 and “Directors’ Remuneration
Report—External appointments and retention of fees” on page 87 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.
B.
Compensation
The
information set forth under the headings “Directors’ Remuneration Report” on
pages 82 to 94 and “Financial Statements—Notes to the Financial Statements—Note
24—Post-retirement benefits” on pages 123 to 128 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.
C.
Board Practices
The
information set forth under the headings “Directors’ Report—Board of Directors
at 31 December 2006” on pages 80 and 81, “Directors’ Report—Governance—Board of
Directors” on pages 71 to 74, “Directors’ Report—Corporate Governance—The US
Sarbanes-Oxley Act of 2002” and “—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—Details of Executive Directors’ service contracts at 31 December 2006”
(consisting of tabular data) and “Directors’ Remuneration Report—Executive
Directors’ service contracts” and “—Position of the Non-Executive Directors” on
page 87 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.
D.
Employees
The
information set forth under the headings “Directors’ Report—Business
Review—People—Communication” on page 48 and “Financial Statements—Notes to the
Financial Statements—Note 25—Employee costs and share option plans for
employees—Employee costs” on page 128 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.
E.
Share Ownership
The
information set forth under the headings “Financial Statements—Notes to the
Financial Statements—Note 25—Employee costs and share option plans for
employees” on pages 128 to 133, “Directors’ Remuneration Report —Directors’
Interests in Shares” on pages 91 to 92, “Directors’ Remuneration Report—Share
Options” on pages 93 to 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
pages 166 and 167 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.
ITEM
7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.
Major Shareholders
The
information set forth under the heading “Shareholder Information—Major
Shareholdings” on pages 166 and 167 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.
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 28—Statutory and other information—Related party
transactions” on page 146 and “Shareholder Information - Related party
transactions” on page 167 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.
C.
Interests of Experts and Counsel
Not
applicable.
ITEM
8 - FINANCIAL INFORMATION
The
information (including graphs and tabular data) set forth under the headings
“Directors’ Report—Business Review—Financial Review—Capitalisation and
Shareholder Return—Dividend and share re-purchases” on page 58, “Directors’
Report—Governance—Other Matters—Returns to Shareholders” on pages 78 to 79,
“Financial Statements” on pages 98 to 147 (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 149 to 156, “Group Financial Record—IFRS”
on page 163, “Group Financial Record—US GAAP” on page 164 and “Shareholder
Information” on pages 165 to 171 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.
With
respect to the numerous individual personal injury actions involving
Seroquel (discussed under the heading “Financial Statements—Notes to
the Financial Statements—Note 26—Commitments and contingent liabilities” on page
141 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), as of March 13,
2007,
AstraZeneca was 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 the Committee’s inquiry.
With
respect to the litigation relating to Crestor in the US (discussed
under the heading “Financial Statements—Notes to the Financial Statements—Note
26—Commitments and contingent liabilities” on page 136 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), 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 preceding sentence), on
March 15, 2007, the Court granted the named plaintiff leave to discontinue
the
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 page 165 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.
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 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).
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| |
Ordinary
LSE
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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
|
|
_______________
* Principally
held in bearer form.
B.
Plan of Distribution
Not
applicable.
C.
Markets
The
information set forth under the heading “Shareholder Information” on page 165 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.
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 177 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.
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” on page 169 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.
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 duty reserve tax and stamp duty” on pages 168 to 169 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.
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 168 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.
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
“Directors’ Report—Business Review—Financial Review—Financial risk management
policies” on pages 60 to 61, “Directors’ Report—Business Review—Financial
Review—Sensitivity analysis—31 December 2006” and “Directors’ Report—Business
Review—Financial Review—Sensitivity analysis—31 December 2005” on page 59 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.
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 “Financial Statements—Directors’
Report—Governance—Board Committees—Audit Committee” on page 73 (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 2006” furnished as an exhibit to its Report on Form 6-K dated March
6, 2007 is incorporated herein by reference.
Management’s
Annual Report on Internal Control over Financial Reporting
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 in the section
entitled “Director’s Responsibilities for, and Report on, Internal Control over
Financial Reporting” on page 96 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, 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
16 - RESERVED
ITEM
16A - AUDIT COMMITTEE FINANCIAL EXPERT
The
information set forth in the first paragraph under the heading “Directors’
Report—Governance—Board Committees—Audit Committee” on page 72 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.
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 heading “Financial
Statements—Notes to the Financial Statements—Note 28—Statutory and other
information” on page 146 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.
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
|
|
|
|
|
|
Month
#2
Feb
1 - Feb 28
|
|
|
6,400,000
|
|
|
£26.37
|
|
|
6,400,000
|
|
|
|
|
|
Month
#3
Mar
1 - Mar 31
|
|
|
5,250,000
|
|
|
£29.11
|
|
|
5,250,000
|
|
|
|
|
|
Month
# 4
Apr
1 - Apr 30
|
|
|
0
|
|
|
—
|
|
|
0
|
|
|
|
|
|
Month
#5
May
1 - May 31
|
|
|
15,145,000
|
|
|
£28.72
|
|
|
15,145,000
|
|
|
|
|
|
Month
#6
Jun
1 - Jun 30
|
|
|
4,350,000
|
|
|
£30.19
|
|
|
4,350,000
|
|
|
|
|
|
Month
#7
Jul
1 - Jul 31
|
|
|
2,250,000
|
|
|
£32.35
|
|
|
2,250,000
|
|
|
|
|
|
Month
#8
Aug
1 - Aug 31
|
|
|
10,625,000
|
|
|
£32.49
|
|
|
10,625,000
|
|
|
|
|
|
Month
#9
Sep
1 - Sep 30
|
|
|
8,510,000
|
|
|
£33.26
|
|
|
8,510,000
|
|
|
|
|
|
Month
#10
Oct
1 - Oct 31
|
|
|
7,399,105
|
|
|
£33.77
|
|
|
7,399,105
|
|
|
|
|
|
Month
#11
Nov
1 - Nov 30
|
|
|
9,446,087
|
|
|
£30.48
|
|
|
9,446,087
|
|
|
|
|
|
Month
#12
Dec
1 - Dec 31
|
|
|
2,830,000
|
|
|
£28.92
|
|
|
2,830,000
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
72,205,192
|
|
|
£30.59
|
|
|
72,205,192
|
|
|
|
|
_______________
| (1) |
On
February 2, 2006, the Company announced that the Board intended to
repurchase shares in 2006 at around the same level as in 2005. On
October
26, 2006, the Company announced that share repurchases (net of new
issues)
for the full year were anticipated to be around $3 billion. On February
1,
2007, the Company announced that share repurchases (net of new issues)
for
the full year amounted to $3.2 billion. Excluding new issues, share
repurchases for the full year amounted to $4.12
billion.
|
PART
III
ITEM
17 - FINANCIAL STATEMENTS
The
Company has responded to Item 18 in lieu of this item.
ITEM
18 - FINANCIAL STATEMENTS
The
information set forth in Exhibit 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 98 to 147 (including the information set forth
under the subheading “Notes to the Financial Statements”), “Principal
Subsidiaries” on page 148 and “Additional Information for US Investors” on pages
149 to 156 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.
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 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 or 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 2005 and
2004 have been delivered to the registrar of companies and those for 2006 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 Mr. J.R.
Symonds,
dated February 4, 2003.**
|
| |
|
|
|
4.3
|
|
Agreement
for Service between AstraZeneca PLC and John Patterson dated February
14,
2005 (effective as of January 1, 2005).***
|
| |
|
|
|
4.4
|
|
Agreement
for Service between AstraZeneca PLC and David R. Brennan dated December
16, 2005 (effective as of January 1, 2006).***
|
| |
|
|
|
4.6
|
|
Form
of Deed of Indemnity for Directors.
|
| |
|
|
|
7.1
|
|
Statement
explaining calculation of ratio of earnings to fixed
charges.
|
| |
|
|
|
8.1
|
|
List
of subsidiaries.
|
| |
|
|
|
12.1
|
|
Certification
of David R. Brennan 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 David R. Brennan and J.R. Symonds furnished pursuant to 17CFR
240.13a-14(b) and 18 U.S.C. 1350.
|
| |
|
|
|
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 20-F Information 2006” furnished as an exhibit to
its Report on Form 6-K dated March 6, 2007, is attached as an exhibit
hereto.
|
| |
|
|
|
15.2
|
|
Report
of Independent Registered Public Accounting Firm to the members of
AstraZeneca PLC by KPMG Audit Plc.
|
| |
|
|
|
15.3
|
|
Consent
of KPMG Audit Plc, independent registered public accounting
firm.
|
| |
|
|
|
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 (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/
J W Hoskins
|
|
| |
|
Name:
|
J
W
Hoskins
|
|
| |
|
Title:
|
Authorised
Signatory
|
|
London,
England
March
27,
2007