FORM 6-K
Report of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For April 2006
Commission File Number: 001-11960
AstraZeneca PLC
15 Stanhope Gate, London W1K 1LN, England
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-_____________
AstraZeneca
PLC
INDEX TO EXHIBITS
| 1. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 3 April 2006. |
| 2. | Press release entitled, “Companies Act 1985 Section 198 Disclosure of Interest in Voting Shares in Public Companies”, dated 20 April 2006. |
| 3. | Press release entitled, “AstraZeneca First Quarter Results 2006”, dated 26 April 2006. |
| 4. | Press release entitled, “AstraZeneca PLC Annual General Meeting: 27 April 2006”, dated 27 April 2006. |
| 5. | Press release entitled, “AstraZeneca PLC First Quarter Results 2006 (front half)“, dated 27 April 2006. |
| 6. | Press release entitled, “AstraZeneca PLC First Quarter Results 2006 Consolidated Income Statement (back half)”, dated 17 March 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AstraZeneca PLC | ||||
| Date: | 2 May 2006 | By: | /s/ A C N Kemp | |
| Name: | A C N Kemp | |||
| Title: | Assistant Secretary | |||
Item 1
REPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 31 March 2006, it purchased for cancellation 750,000 ordinary shares of AstraZeneca PLC at a price of 2904 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,578,166,352.
G H R Musker
Company Secretary
3 April 2006
Item 2
Companies Act 1985 Section 198
Disclosure of Interest in Voting Shares in Public Companies
On 20 April 2006 we were informed by The Capital Group Companies, Inc., a registered investment manager in the U.S., that on 18 April 2006 its interest in the USD0.25 Ordinary Shares of AstraZeneca PLC had increased to 202,010,016 shares (12.78 per cent of the current issued ordinary capital) from the previously notified level of 198,942,168 shares (12.54 per cent of the issued ordinary capital at that time). The reason for this announcement is that, within the said holding of 12.78 per cent of the issued ordinary capital of AstraZeneca PLC, Capital Research and Management Company, an affiliate of The Capital Group Companies, Inc., has increased its interest in these shares to 95,661,741 shares (6.05 per cent).
G H R Musker
Company Secretary
20 April 2006
Item 3
AstraZeneca First Quarter Results 2006
Tomorrow, Thursday, 27 April at 10:00BST, AstraZeneca will announce First Quarter Results 2006.
At 13:30BST there will be an analysts teleconference covering these results. The dial in numbers are: UK: 0800 279 9640, International: +44 (0)20 7138 0828 and US: 1 866 850 2201. These numbers, and details of the replay facility available through 17:00BST Friday, 12 May 2006, are available on the Investor Relations part of the AstraZeneca website at www.astrazeneca.com.
ASTRAZENECA PLC
ANNUAL GENERAL MEETING: 27 APRIL 2006
AstraZeneca PLC announced the results of the voting at its Annual General Meeting today. As proposed in the Notice of AGM, all Resolutions were decided by poll vote.
| Resolution 1: Ordinary
Resolution to receive the Company’s Accounts and
the Reports of the Directors and Auditor for the year ended 31 December 2005: |
|
| VOTES FOR: | 830,471,965 (97.89%) |
| VOTES AGAINST: | 17,904,804 (2.11%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 2: Ordinary Resolution to confirm dividends: | |
| VOTES FOR: | 909,717,873 (100.00%) |
| VOTES AGAINST: | 30,352 (0.00%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 3: Ordinary Resolution to re-appoint KPMG Audit Plc, London as Auditor: | |
| VOTES FOR: | 869,368,728 (96.40%) |
| VOTES AGAINST: | 32,512,176 (3.60%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 4: Ordinary
Resolution to authorise the Directors to agree the remuneration of the Auditor: |
|
| VOTES FOR: | 906,433,038 (99.57%) |
| VOTES AGAINST: | 3,892,867 (0.43%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(a): Ordinary Resolution to re-elect Louis Schweitzer as a Director: | |
| VOTES FOR: | 874,752,401 (98.51%) |
| VOTES AGAINST: | 13,258,559 (1.49%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(b): Ordinary Resolution to re-elect Håkan Mogren as a Director: | |
| VOTES FOR: | 876,835,324 (97.32%) |
| VOTES AGAINST: | 24,142,083 (2.68%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(c): Ordinary Resolution to re-elect David R Brennan as a Director: | |
| VOTES FOR: | 892,140,829 (99.25%) |
| VOTES AGAINST: | 6,730,037 (0.75%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(d): Ordinary Resolution to re-elect Jonathan Symonds as a Director: | |
| VOTES FOR: | 892,038,955 (99.24%) |
| VOTES AGAINST: | 6,822,890 (0.76%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(e): Ordinary Resolution to re-elect John Patterson as a Director: | |
| VOTES FOR: | 892,233,953 (99.25%) |
| VOTES AGAINST: | 6,773,184 (0.75%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(f): Ordinary Resolution to re-elect Sir Peter Bonfield as a Director: | |
| VOTES FOR: | 886,903,642 (97.63%) |
| VOTES AGAINST: | 21,552,869 (2.37%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(g): Ordinary Resolution to re-elect John Buchanan as a Director: | |
| VOTES FOR: | 896,618,941 (99.48%) |
| VOTES AGAINST: | 4,726,770 (0.52%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Item 5(h): Ordinary Resolution to re-elect Jane Henney as a Director: | |
| VOTES FOR: | 860,323,063 (97.45%) |
| VOTES AGAINST: | 22,534,973 (2.55%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(i): Ordinary Resolution to re-elect Michele Hooper as a Director: | |
| VOTES FOR: | 906,612,644 (99.66%) |
| VOTES AGAINST: | 3,083,581 (0.34%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(j): Ordinary Resolution to re-elect Joe Jimenez as a Director: | |
| VOTES FOR: | 896,936,153 (99.50%) |
| VOTES AGAINST: | 4,519,559 (0.50%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(k): Ordinary Resolution to re-elect Erna Möller as a Director: | |
| VOTES FOR: | 890,927,004 (97.98%) |
| VOTES AGAINST: | 18,363,711 (2.02%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(l): Ordinary Resolution to re-elect Marcus Wallenberg as a Director: | |
| VOTES FOR: | 880,879,940 (97.85%) |
| VOTES AGAINST: | 19,383,650 (2.15%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 5(m): Ordinary Resolution to elect Dame Nancy Rothwell as a Director: | |
| VOTES FOR: | 907,065,718 (99.71%) |
| VOTES AGAINST: | 2,653,847 (0.29%) |
| The Resolution was passed as an Ordinary Resolution | |
| . | |
| Resolution 6: Ordinary
Resolution to approve the Directors’ Remuneration
Report for the year ended 31 December 2005: |
|
| VOTES FOR: | 849,470,632 (95.82%) |
| VOTES AGAINST: | 37,039,650 (4.18%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 7: Ordinary Resolution to authorise limited EU political donations: | |
| VOTES FOR: | 898,668,421 (98.87%) |
| VOTES AGAINST: | 10,299,386 (1.13%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 8: Ordinary Resolution to authorise the Directors to allot unissued shares: | |
| VOTES FOR: | 898,641,874 (98.72%) |
| VOTES AGAINST: | 11,607,637 (1.28%) |
| The Resolution was passed as an Ordinary Resolution. | |
| Resolution 9: Special Resolution to authorise the Directors to disapply pre-emption rights: | |
| VOTES FOR: | 905,522,101 (99.27%) |
| VOTES AGAINST: | 6,690,552 (0.73%) |
| The Resolution was passed as a Special Resolution. | |
| Resolution 10: Special Resolution to authorise the Company to purchase its own shares: | |
| VOTES FOR: | 909,603,540 (99.92%) |
| VOTES AGAINST: | 695,141 (0.08%) |
| The Resolution was passed as a Special Resolution. | |
G H R Musker
AstraZeneca PLC
First Quarter Results 2006
“A strong first quarter, with sales up 12 percent and Earnings per Share up 40 percent. Targets for the full year increased.”
| Financial Highlights | ||||||||
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| Group |
1st Quarter 2006 $m |
1s Quarter 2005 $m |
Actual % |
CER % |
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| Sales | 6,180 | 5,743 | +8 | +12 | ||||
| Operating Profit | 1,976 | 1,453 | +36 | +33 | ||||
| Profit before Tax | 2,044 | 1,486 | +38 | +35 | ||||
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| Earnings per Share | $0.90 | $0.63 | +42 | +40 | ||||
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All narrative in this section refers to growth rates at constant exchange rates (CER)
David Brennan, Chief Executive Officer, said: “The momentum we have generated in our business is evident in the strong first quarter sales growth of 12 percent. This, coupled with continued cost discipline, has resulted in another strong quarterly earnings performance, with EPS up 40 percent. This outcome gives us confidence for the remainder of the year, and we have increased our financial targets. We continue to pursue attractive external opportunities to strengthen our business, such as today’s agreement with Abraxis BioScience to co-promote their cancer therapy product ABRAXANE in the US market.”
London, 27 April 2006| Media Enquiries: | Steve Brown/Edel McCaffrey (London) | (020) 7304 5033/5034 | ||
| Staffan Ternby (Södertälje) | (8) 553 26107 | |||
| Rachel Bloom-Baglin (Wilmington) | (302) 886 7858 | |||
| Analyst/Investor Enquiries: | Mina Blair/ Jonathan Hunt (London) | (020) 7304 5084/5087 | ||
| Staffan Ternby (Södertälje) | (8) 553 26107 | |||
| Ed Seage/Jörgen Winroth (US) | (302) 886 4065/(212) 579 0506 |
Business Highlights All narrative in this section refers to growth rates at constant exchange rates (CER) unless otherwise indicated
Sales in the first quarter increased 12 percent at CER, or 8 percent on an as reported basis (including a 4 percent adverse impact from currency movements). Sales outside the US were up 9 percent, including 10 percent sales growth in Europe. Sales in the US in the first quarter were up 15 percent as a result of good prescription growth and a positive effect from price changes occurring earlier this year compared to 2005.
Combined expenditures in R&D and SG&A were up 10 percent at CER (4 percent as reported), including a 9 percent increase in R&D. Operating profit was up 33 percent to $1,976 million. First quarter operating margin was 32.0 percent compared with 25.3 percent in the first quarter of 2005. Earnings per share in the first quarter were $0.90 compared with $0.63 in 2005, an increase of 40 percent.
The combined sales of five key growth products (Nexium™, Seroquel™, Crestor™, Arimidex™ and Symbicort™) grew by 25 percent in the first quarter to $2,995 million.
Nexium™ sales were $1,189 million in the first quarter, up 16 percent. Sales in the US were up 14 percent on strong dispensed tablet volume growth (up 18 percent), partially offset by lower realized prices. Nexium™ sales outside the US were up 17 percent.
Crestor™ sales in the first quarter were $387 million, up 45 percent. Sales in the US were up 43 percent. Crestor™ share of new prescriptions in the US statin market was 8.6 percent in the week ending 14 April. Sales in other markets increased by 46 percent. Data from the ASTEROID clinical trial was presented at the American College of Cardiology meeting on 13 March, which demonstrated that treatment with 40mg of Crestor™ reversed plaque build-up in the arteries of patients with evidence of coronary artery disease.
Three other key growth products also experienced strong sales growth in the first quarter: Symbicort™ (up 21 percent), Arimidex™(up 38 percent) and Seroquel™ (up 29 percent).
Future ProspectsThe strong first quarter earnings stem from good sales performance and margin expansion. Investment to strengthen the pipeline, drive product performance and continue our geographic expansion, remains a priority. With this first quarter performance and the outlook for the remainder of the year, the Company has increased its earnings target. The Company now anticipates earnings per share in the range of $3.60 to $3.90.
Included in this target, for the remaining eight months of the year, is around 33 cents of earnings relating to Toprol-XL™. This represents the maximum potential impact to earnings from Toprol-XL™ should generic companies receive final regulatory approval and seek to launch “at risk” before the conclusion of the judicial appeals process. This potential impact excludes any one-time asset or inventory adjustments that may be required.
The impact of the agreements with Abraxis BioScience Inc. for the co-promotion of ABRAXANE in the US and the divestment of the Company’s US anaesthetics products fall within the bounds of the above guidance.
Disclosure Notice: The preceding forward-looking statements relating to expectations for earnings and business prospects for AstraZeneca PLC are subject to risks and uncertainties, which may cause results to differ materially from those set forth in the forward-looking statements. These include, but are not limited to: when and if a generic competitor to Toprol-XL™ were introduced in the US market prior to completion of Appellate Court process, the rate of growth in sales of generic omeprazole in the US, continued growth in currently marketed products (in particular CrestorTM, NexiumTM, SeroquelTM, SymbicortTM, ArimidexTM and CasodexTM), the growth in costs and expenses, interest rate movements, exchange rate fluctuations and the tax rate. For further details on these and other risks and uncertainties, see AstraZeneca PLC’s Securities and Exchange Commission filings, including the 2005 Annual Report on Form 20-F.
2
AstraZeneca PLC
Sales
All narrative in this section refers to growth rates at constant exchange rates (CER) unless otherwise indicated. All sales numbers are quoted in $ million.
Gastrointestinal
| First Quarter | CER % | ||||||
| 2006 | 2005 | ||||||
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| Nexium™ | 1,189 | 1,055 | +16 | ||||
| Losec™ / Prilosec™ | 344 | 427 | -15 | ||||
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| Total | 1,551 | 1,499 | +6 | ||||
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Cardiovascular
| First Quarter | CER % | ||||||
| 2006 | 2005 | ||||||
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| Seloken™ / Toprol-XL™ | 456 | 408 | +13 | ||||
| Crestor™ | 387 | 273 | +45 | ||||
| Atacand™ | 254 | 235 | +14 | ||||
| Plendil™ | 72 | 93 | -20 | ||||
| Zestril™ | 75 | 87 | -8 | ||||
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| Total | 1,390 | 1,257 | +15 | ||||
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3
AstraZeneca PLC
Respiratory and Inflammation
| First Quarter | CER % | ||||||
| 2006 | 2005 | ||||||
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| Pulmicort ™ | 328 | 314 | +7 | ||||
| Symbicort ™ | 277 | 247 | +21 | ||||
| Rhinocort ™ | 85 | 92 | -7 | ||||
| Oxis ™ | 22 | 23 | +5 | ||||
| Accolate ™ | 18 | 28 | -36 | ||||
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| Total | 765 | 746 | +8 | ||||
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Oncology
| First Quarter | CER % | ||||||
| 2006 | 2005 | ||||||
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| Arimidex™ | 335 | 256 | +38 | ||||
| Casodex™ | 274 | 277 | +6 | ||||
| Zoladex™ | 231 | 231 | +6 | ||||
| Iressa™ | 50 | 81 | -34 | ||||
| Faslodex™ | 44 | 29 | +55 | ||||
| Nolvadex™ | 21 | 28 | -18 | ||||
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| Total | 958 | 905 | +12 | ||||
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4
Neuroscience
| First Quarter | CER % | ||||||
| 2006 | 2005 | ||||||
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| Seroquel™ | 807 | 633 | +29 | ||||
| Zomig™ | 93 | 68 | +43 | ||||
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| Total | 1,136 | 952 | +22 | ||||
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Geographic Sales
| First Quarter | CER % | ||||||
| 2006 | 2005 | ||||||
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| US | 2,882 | 2,500 | +15 | ||||
| Europe | 2,172 | 2,165 | +10 | ||||
| Japan | 304 | 337 | +1 | ||||
| RoW | 822 | 741 | + 8 | ||||
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5
AstraZeneca PLC
| Operating Review |
| All narrative in this section refers to growth rates at constant exchange rates (CER) unless otherwise indicated |
Operating Results
Reported sales increased by 8 percent and operating profit by 36 percent. At constant exchange rates, sales increased by 12 percent and operating profit by 33 percent.
Currency movements in the quarter adversely affected sales by 4 percent and benefited operating profit by 3 percent. In comparison to quarter one last year, the dollar was stronger against the Euro (9 percent), decreasing sales, and also against the Swedish krona (13 percent) and sterling (8 percent), decreasing costs. This currency profile resulted in a 1 cent benefit to EPS for the quarter. Provided current exchange rates are maintained for the remainder of the year, no further benefits are expected to accrue.
Underlying US sales growth is slightly below reported growth of 15 percent after adjusting for managed market accruals, inventory movements and other factors. Outside the US, sales increased by 9 percent.
Reported operating margin increased by 6.7 percentage points from 25.3 percent to 32.0 percent. Currency benefited margin by 1.7 percentage points implying an underlying margin improvement of 5.0 percentage points for the quarter.
Gross margin increased by 4.4 percentage points to 79.8 percent of sales. Included in quarter one last year was a provision for the early termination of the Medpointe Zomig™ US distribution agreement. Excluding this, together with increased payments to Merck of 0.1 percentage points (4.6 percent of sales) and a currency benefit of 0.9 percentage points, underlying margin improved by 3.1 percentage points. Gross margin benefited from favourable product mix and continued operational efficiencies, although this rate of underlying improvement is not expected to be maintained.
In aggregate, R&D and SG&A expenses of $2,976 million increased 10 percent over last year, increasing operating margin by 0.9 percentage points. R&D expenditures were flat on an as reported basis, but up 9 percent over last year in constant currency terms due to increased investment across the portfolio. SG&A increased by 10 percent over last year due primarily to increased investment in the key products across the business.
Higher other income increased operating margin by 0.6 percentage points due principally to an increase in royalties.
The fair value adjustments relating to financial instruments amounted to a $9 million charge in quarter one; $8 million charge in cost of sales, $3 million benefit to R&D and $4 million charge to interest.
Interest and Dividend IncomeNet interest and dividend income for the quarter was $68 million, compared with $33 million for the same period last year. The increase over quarter one last year is primarily attributable to higher average investment balances and yields. This amount includes net interest income of $11 million arising from employee benefit fund assets and liabilities reported under IAS 19, “Employee Benefits”.
TaxationThe effective tax rate for the quarter is 30.3 percent compared to 29.8 percent for the first quarter of 2005. For the full year the tax rate is anticipated to be around 29 percent.
6
AstraZeneca PLC
Cash Flow
Free cash flow (which represents cash flows before returns to shareholders and acquisitions) for the quarter was $1,336 million compared to $1,322 million in the first quarter of 2005. After $203 million for the acquisition of KuDOS Pharmaceuticals in the quarter, net share repurchases of $202 million and the $1,442 million dividend payment to shareholders, there was an overall decrease in net funds of $508 million.
Cash generated from operating activities in the quarter was $1,512 million, comparable with $1,509 million in quarter one 2005. An increase in operating profit of $523 million was offset by increased working capital requirements, mainly as a result of the timing of payments in the US, a $129 million reduction in non-cash movements and a $104 million increase in tax paid.
Net cash from investing activities was affected by the management of group funds, with more funds being placed on longer term deposit rather than held as liquid cash; outflows in the current quarter of $1,524 million contrast with $158 million inflows in the first quarter of 2005. The cash effect of the recent collaboration agreements resulted in a $89 million increase in expenditure on intangible assets and a net $203 million was paid for the acquisition of KuDOS Pharmaceuticals in the quarter. This was offset by $54 million cash received on the redemption of Abgenix preference shares.
Cash and cash equivalents at 31 March 2006 amounted to $2,954 million compared with $3,905 million at 31 March 2005. The decrease reflects a transfer out of liquid funds into longer term deposits.
| Share Repurchase Programme |
During the quarter 11.65 million shares were repurchased for cancellation at a total cost of $564 million.
The total number of shares in issue at 31 March 2006 was 1,578 million.
Based on an estimate of interest income foregone, the share buy back programme is calculated to have added 2 cents to EPS.
| Calendar |
| 8 June | Business Review meeting (London) | |
| 27 July | Announcement of second quarter and half year 2006 results | |
| 26 October | Announcement of third quarter and nine months 2006 results |
David Brennan
Chief Executive Officer
7
Item 6
Consolidated Income Statement
| For the Quarter ended 31 March |
2006 $m |
2005 $m |
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| Sales | 6,180 | 5,743 | ||||
| Cost of sales | (1,251 | ) | (1,410 | ) | ||
| Distribution costs | (54 | ) | (50 | ) | ||
| Research and development | (861 | ) | (865 | ) | ||
| Selling, general and administrative expenses | (2,115 | ) | (2,007 | ) | ||
| Other operating income | 77 | 42 | ||||
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| Operating profit | 1,976 | 1,453 | ||||
| Finance income | 200 | 119 | ||||
| Finance expense | (132 | ) | (86 | ) | ||
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| Profit before tax | 2,044 | 1,486 | ||||
| Taxation | (620 | ) | (443 | ) | ||
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| Profit for the period | 1,424 | 1,043 | ||||
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| Attributable to: | |||||||
| Equity holders of the Company | 1,425 | 1,040 | |||||
| Minority interests | (1 | ) | 3 | ||||
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| 1,424 | 1,043 | ||||||
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| Basic earnings per $0.25 Ordinary Share | $ | 0.90 | $ | 0.63 | |||
| Diluted earnings per $0.25 Ordinary Share | $ | 0.90 | $ | 0.63 | |||
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| Weighted average number of Ordinary Shares in issue (millions) | 1,579 | 1,640 | |||||
| Diluted average number of Ordinary Shares in issue (millions) | 1,582 | 1,640 | |||||
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8
Consolidated Balance Sheet
| As at | 31 March 2006 $m |
31 December 2005 $m |
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| ASSETS | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | 7,031 | 6,985 | ||||
| Intangible assets | 3,062 | 2,712 | ||||
| Other investments | 243 | 256 | ||||
| Deferred tax assets | 1,307 | 1,117 | ||||
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| 11,643 | 11,070 | |||||
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| Current assets | ||||||
| Inventories | 2,180 | 2,206 | ||||
| Trade and other receivables | 5,158 | 4,778 | ||||
| Other investments | 3,111 | 1,624 | ||||
| Income tax receivable | 103 | 183 | ||||
| Cash and cash equivalents | 2,954 | 4,979 | ||||
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| 13,506 | 13,770 | |||||
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| Total assets | 25,149 | 24,840 | ||||
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| LIABILITIES | ||||||
| Current liabilities | ||||||
| Interest bearing loans and borrowings | (93 | ) | (90 | ) | ||
| Trade and other payables | (5,499 | ) | (5,466 | ) | ||
| Income tax payable | (1,547 | ) | (1,283 | ) | ||
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| (7,139 | ) | (6,839 | ) | |||
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| Non-current liabilities | ||||||
| Interest bearing loans and borrowings | (1,078 | ) | (1,111 | ) | ||
| Deferred tax liabilities | (1,291 | ) | (1,112 | ) | ||
| Retirement benefit obligations | (1,575 | ) | (1,706 | ) | ||
| Provisions | (280 | ) | (309 | ) | ||
| Other payables | (74 | ) | (72 | ) | ||
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| (4,298 | ) | (4,310 | ) | |||
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| Total liabilities | (11,437 | ) | (11,149 | ) |
9
| Net assets | 13,712 | 13,691 | ||||
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| EQUITY | ||||||
| Capital and reserves attributable to equity holders | ||||||
| Share capital | 395 | 395 | ||||
| Share premium account | 1,051 | 692 | ||||
| Other reserves | 1,837 | 1,831 | ||||
| Retained earnings | 10,335 | 10,679 | ||||
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|
||||
| 13,618 | 13,597 | |||||
| Minority equity interests | 94 | 94 | ||||
|
|
|
|
||||
| Total equity and reserves | 13,712 | 13,691 | ||||
|
|
|
|
| 10 |
Consolidated Cash Flow Statement
| For the Quarter ended 31 March |
2006 $m |
2005 $m |
||||
|
|
|
|
|
|
||
| Cash flows from operating activities | ||||||
| Operating profit before taxation | 1,976 | 1,453 | ||||
| Depreciation and amortisation | 282 | 309 | ||||
| Increase in working capital | (365 | ) | (111 | ) | ||
| Other non-cash movements | 41 | 170 | ||||
|
|
|
|
|
|
||
| Cash generated from operations | 1,934 | 1,821 | ||||
| Interest paid | (12 | ) | (6 | ) | ||
| Tax paid | (410 | ) | (306 | ) | ||
|
|
|
|
|
|
||
| Net cash inflow from operating activities | 1,512 | 1,509 | ||||
|
|
|
|
|
|
||
| Cash flows from investing activities | ||||||
| Acquisition of business | (203 | ) | - | |||
| Movement in short term investments and fixed deposits | (1,524 | ) | 158 | |||
| Purchases of property, plant and equipment | (181 | ) | (213 | ) | ||
| Disposals of property, plant and equipment | 12 | 8 | ||||
| Purchase of intangible assets | (108 | ) | (19 | ) | ||
| Purchase of non-current asset investments | (14 | ) | (2 | ) | ||
| Disposals of non-current asset investments | 54 | - | ||||
| Interest received | 65 | 43 | ||||
| Dividends paid by subsidiaries to minority interests | (4 | ) | (4 | ) | ||
|
|
|
|
|
|
||
| Net cash outflow from investing activities | (1,903 | ) | (29 | ) | ||
|
|
|
|
|
|
||
| Net cash (outflow)/inflow before financing activities | (391 | ) | 1,480 | |||
|
|
|
|
|
|
||
| Cash flows from financing activities | ||||||
| Proceeds from issue of share capital | 362 | 4 | ||||
| Repurchase of shares | (564 | ) | (481 | ) | ||
| Dividends paid | (1,442 | ) | (1,079 | ) | ||
| Movement in short term borrowings | 2 | (2 | ) | |||
|
|
|
|
|
|
||
| Net cash outflow from financing activities | (1,642 | ) | (1,558 | ) | ||
|
|
|
|
|
|
||
| Net decrease in cash and cash equivalents in the period | (2,033 | ) | (78 | ) | ||
| Cash and cash equivalents at the beginning of the period | 4,895 | 3,927 | ||||
| Exchange rate effects | 7 | (10 | ) | |||
|
|
|
|
|
|
||
| Cash and cash equivalents at the end of the period | 2,869 | 3,839 | ||||
|
|
|
|
|
|
||
| Cash and cash equivalents consist of: | ||||||
| Cash and cash equivalents | 2,954 | 3,905 | ||||
| Overdrafts | (85 | ) | (66 | ) | ||
|
|
|
|
|
|
||
| 2,869 | 3,839 | |||||
|
|
|
|
|
|
11
Consolidated Statement of Recognised Income and Expense
| For the Quarter ended 31 March |
2006 $m |
2005 $m |
||||
|
|
|
|
|
|
||
| Profit for the period | 1,424 | 1,043 | ||||
| Foreign exchange adjustments on consolidation | 87 | (381 | ) | |||
| Available for sale gains/(losses) taken to equity | 18 | (15 | ) | |||
| Actuarial gain for the period | 151 | 20 | ||||
| Tax on items taken directly to reserves | (33 | ) | (14 | ) | ||
|
|
|
|
|
|
||
| Total recognised income and expense for the period | 1,647 | 653 | ||||
|
|
|
|
|
|
||
| Attributable to: | ||||||
| Equity holders of the Company | 1,647 | 650 | ||||
| Minority interests | - | 3 | ||||
|
|
|
|
|
|
12
Notes to the Interim Financial Statements
1 BASIS OF PREPARATION AND ACCOUNTING POLICIES
The unaudited financial statements for the quarter ended 31 March 2006 have been prepared in accordance with International Accounting Standards and International Financial Reporting Standards (collectively “IFRS”) as adopted by the European Union (EU). Details of the accounting policies applied are those set out in AstraZeneca PLC’s Annual Report and Form 20-F Information 2005. These accounting policies reflect the adoption in the second quarter of 2005 of the amendment to IAS39 ‘Financial Instruments: Recognition and Measurement – The Fair Value Option’; the comparative information in these interim financial statements has been restated accordingly. The effect of adoption on the comparative results was not significant.
The information contained in Note 3 updates the disclosures concerning legal proceedings and contingent liabilities in the Company’s Annual Report and Form 20-F Information 2005.
These interim financial statements do not constitute statutory accounts of the Group within the meaning of Section 240 of the Companies Act 1985. Statutory accounts for the year ended 31 December 2005 will be filed with the Registrar of Companies following the Company’s Annual General Meeting. The auditors’ report on those accounts was unqualified and did not contain any statement under Section 237 of the Companies Act 1985.
2 NET FUNDS
The table below provides an analysis of net funds and a reconciliation of net cash flow to the movement in net funds.
| 1 Jan 2006 $m |
Cash flow $m |
Non-cash movements $m |
Exchange movements $m |
At 31 March 2006 $m |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
| Loans due after 1 year | (1,111 | ) | - | 33 | - | (1,078 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
| Total loans | (1,111 | ) | - | 33 | - | (1,078 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
| Other investments - current | 1,624 | 1,524 | (38 | ) | 1 | 3,111 | ||||||||
| Cash and cash equivalents | 4,979 | (2,032 | ) | - | 7 | 2,954 | ||||||||
| Overdrafts | (84 | ) | (1 | ) | - | - | (85 | ) | ||||||
| Short term borrowings | (6 | ) | (2 | ) | - | - | (8 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
| 6,513 | (511 | ) | (38 | ) | 8 | 5,972 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
| Net funds | 5,402 | (511 | ) | (5 | ) | 8 | 4,894 | |||||||
|
|
|
|
|
|
|
|
|
|
|
Non-cash movements in the period consist of fair value adjustments under IAS 39.
13
3 LEGAL PROCEEDINGS AND CONTINGENT LIABILITIES
Losec™ / Prilosec™ (omeprazole)
In February 2006, in the legal proceedings in Canada involving Apotex described in AstraZeneca’s Annual Report and Form 20-F Information 2005, the Canadian Federal Court of Appeal upheld a lower court decision that precludes the issuance of a notice of compliance (marketing approval) in Canada for Apotex’s generic omeprazole magnesium tablet product until the expiry of an AstraZeneca formulation patent relating to omeprazole in December 2008. This decision does not affect the continuing proceedings in the Supreme Court of Canada in which Apotex is appealing a lower court decision to quash Apotex’s notice of compliance (marketing approval) for its generic omeprazole capsule product, nor does it affect the stay allowing Apotex to continue selling its omeprazole capsules in Canada pending a decision by the Supreme Court on Apotex’s appeal.
Nexium™ (esomeprazole)
As previously disclosed, in March 2006 AstraZeneca commenced wilful infringement patent litigation in the US District Court for the District of New Jersey against IVAX Corporation and its affiliates in response to an Abbreviated New Drug Application filed by IVAX with the US Food and Drug Administration regarding IVAX’s intent to market a generic version of Nexium™ in the US prior to the expiration of five AstraZeneca patents: 5,714,504; 5,877,192; 6,369,085; 6,428,810; and 6,875,872. The expiration dates for these patents range from 2014 through to 2019.
AstraZeneca has full confidence in and will continue vigorously to defend and enforce its intellectual property rights protecting Nexium™.
Seroquel™ (quetiapine fumarate)
Since 2003, AstraZeneca has been served with approximately 130 lawsuits in the US in which plaintiffs have alleged that they developed diabetes or other allegedly related injuries, and in some cases pancreatitis, as a result of taking Seroquel™ and/or other atypical anti-psychotics made by other pharmaceutical companies. Many of these cases were filed in Missouri in August 2005, days before Missouri’s tort reform laws became effective. Eli Lilly, the maker of olanzapine, is a defendant in the majority of the cases served on AstraZeneca. Janssen Pharmaceutica and Bristol-Myers Squibb, the makers of other atypical anti-psychotics, are also defending a number of them.
AstraZeneca has also been served with a putative nationwide class action complaint, which was filed in federal court in the Southern District of Illinois. It is very similar in form and content to the complaint filed in the US District Court for the Middle District of Florida in 2003 (Susan Zehel-Miller et al. v. AstraZenaca [sic], AstraZenaca Pharmaceuticals LP, [sic]) that sought certification of a nationwide class of Seroquel™ users and others, including individuals who were alleged to have developed diabetes as a result of using Seroquel™. The federal court in Florida denied certification of the class in the Zehel-Miller case. In early 2005, after the plaintiffs’ efforts in that case to secure appellate relief failed, the plaintiffs agreed to a voluntary dismissal of all of their claims with prejudice.
AstraZeneca is also aware of approximately 360 other cases involving Seroquel™ (and in many instances, other atypical anti-psychotics) and allegations of diabetes or other allegedly related injuries that have been filed in various states, but these have not been served.
Recently, two consortia of plaintiffs’ lawyers filed motions with the Judicial Panel on Multidistrict Litigation seeking centralisation of all of the federal court cases alleging that Seroquel™ caused diabetes or other allegedly related injuries. AstraZeneca has opposed this motion. The Panel’s decision is not expected before the end of May 2006.
AstraZeneca intends to defend vigorously all of the pending cases relating to Seroquel™.
Toprol-XL™ (metoprolol succinate)
Following issuance of the summary judgement decision that the Toprol-XL™ patents are invalid and unenforceable, AstraZeneca has been served with several putative class action complaints filed in the US District Court for the District of Delaware, one such action filed in the US District Court for the District of Massachusetts and one such action filed in the US District Court for the Southern District of Florida alleging that AstraZeneca monopolised the market for metoprolol succinate by filing patent litigation against KV Pharmaceutical Company, Andrx Pharmaceuticals LLC and Eon Labs Manufacturing Inc. 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 allegedly supra-competitive prices and those by plaintiffs purporting to represent the class of consumers and third party payers who are indirect purchasers of Toprol-XL™ at allegedly supra-competitive prices. 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.
14
4 FIRST QUARTER TERRITORIAL SALES ANALYSIS
| % Growth | ||||||||||||
| 1st Quarter 2006 $m |
1st Quarter 2005 $m |
Actual | Constant Currency | |||||||||
|
|
|
|
|
|
|
|
||||||
| US | 2,882 | 2,500 | 15 | 15 | ||||||||
| Canada | 250 | 248 | 1 | (5 | ) | |||||||
|
|
|
|
|
|
|
|
||||||
| North America | 3,132 | 2,748 | 14 | 13 | ||||||||
|
|
|
|
|
|
|
|
||||||
| France | 415 | 451 | (8 | ) | 2 | |||||||
| UK | 193 | 188 | 3 | 12 | ||||||||
| Germany | 279 | 315 | (11 | ) | (2 | ) | ||||||
| Italy | 314 | 285 | 10 | 22 | ||||||||
| Sweden | 78 | 80 | (3 | ) | 11 | |||||||
| Europe others | 893 | 846 | 6 | 16 | ||||||||
|
|
|
|
|
|
|
|
||||||
| Total Europe | 2,172 | 2,165 | - | 10 | ||||||||
|
|
|
|
|
|
|
|
||||||
| Japan | 304 | 337 | (10 | ) | 1 | |||||||
| China | 72 | 62 | 16 | 14 | ||||||||
| Rest of World | 500 | 431 | 16 | 15 | ||||||||
|
|
|
|
|
|
|
|
||||||
| Total | 6,180 | 5,743 | 8 | 12 | ||||||||
|
|
|
|
|
|
|
|
||||||
15
5 FIRST QUARTER PRODUCT SALES ANALYSIS
| World | US | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
| 1st Quarter 2006 $m |
1st Quarter 2006 $m |
Actual Growth % |
Constant Currency Growth % |
1st Quarter 2005 $m |
Actual Growth % |
|||||||||||||
| Gastrointestinal: | ||||||||||||||||||
| Nexium | 1,189 | 1,055 | 13 | 16 | 791 | 14 | ||||||||||||
| Losec/Prilosec | 344 | 427 | (19 | ) | (15 | ) | 55 | (8 | ) | |||||||||
| Others | 18 | 17 | 6 | 12 | 3 | - | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total Gastrointestinal | 1,551 | 1,499 | 3 | 6 | 849 | 13 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Cardiovascular: | ||||||||||||||||||
| Seloken/Toprol-XL | 456 | 408 | 12 | 13 | 354 | 21 | ||||||||||||
| Crestor | 387 | 273 | 42 | 45 | 220 | 43 | ||||||||||||
| Atacand | 254 | 235 | 8 | 14 | 58 | 4 | ||||||||||||
| Tenormin | 76 | 83 | (8 | ) | (2 | ) | 7 | 133 | ||||||||||
| Zestril | 75 | 87 | (14 | ) | (8 | ) | 6 | 200 | ||||||||||
| Plendil | 72 | 93 | (23 | ) | (20 | ) | 6 | (73 | ) | |||||||||
| Others | 70 | 78 | (10 | ) | (4 | ) | 1 | (50 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total Cardiovascular | 1,390 | 1,257 | 11 | 15 | 652 | 23 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Respiratory: | ||||||||||||||||||
| Pulmicort | 328 | 314 | 4 | 7 | 209 | 20 | ||||||||||||
| Symbicort | 277 | 247 | 12 | 21 | - | - | ||||||||||||
| Rhinocort | 85 | 92 | (8 | ) | (7 | ) | 61 | (9 | ) | |||||||||
| Oxis | 22 | 23 | (4 | ) | 5 | - | - | |||||||||||
| Accolate | 18 | 28 | (36 | ) | (36 | ) | 12 | (43 | ) | |||||||||
| Others | 35 | 42 | (17 | ) | (10 | ) | - | - | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total Respiratory | 765 | 746 | 3 | 8 | 282 | 8 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Oncology: | ||||||||||||||||||
| Arimidex | 335 | 256 | 31 | 38 | 128 | 27 | ||||||||||||
| Casodex | 274 | 277 | (1 | ) | 6 | 66 | 6 | |||||||||||
| Zoladex | 231 | 231 | - | 6 | 24 | (25 | ) | |||||||||||
| Iressa | 50 | 81 | (38 | ) | (34 | ) | 4 | (87 | ) | |||||||||
| Faslodex | 44 | 29 | 52 | 55 | 25 | 25 | ||||||||||||
| Nolvadex | 21 | 28 | (25 | ) | (18 | ) | 1 | - | ||||||||||
| Others | 3 | 3 | - | - | - | - | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total Oncology | 958 | 905 | 6 | 12 | 248 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Neuroscience: | ||||||||||||||||||
| Seroquel | 807 | 633 | 27 | 29 | 590 | 29 | ||||||||||||
| Local anaesthetics | 132 | 127 | 4 | 10 | 24 | 41 | ||||||||||||
| Zomig | 93 | 68 | 37 | 43 | 40 | 344 | ||||||||||||
| Diprivan | 89 | 107 | (17 | ) | (14 | ) | 34 | (24 | ) | |||||||||
| Others | 15 | 17 | (12 | ) | (6 | ) | 4 | (20 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total Neuroscience | 1,136 | 952 | 19 | 22 | 692 | 30 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Infection and Other: | ||||||||||||||||||
| Merrem | 141 | 131 | 8 | 13 | 29 | - | ||||||||||||
| Other Products | 68 | 97 | (30 | ) | (26 | ) | 33 | (42 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total Infection and Other | 209 | 228 | (8 | ) | (4 | ) | 62 | (28 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Aptium Oncology | 88 | 83 | 6 | 6 | 88 | 6 | ||||||||||||
| Astra Tech | 83 | 73 | 14 | 25 | 9 | 50 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total | 6,180 | 5,743 | 8 | 12 | 2,882 | 15 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
16
Shareholder Information
| ANNOUNCEMENTS AND MEETINGS | ||||||
| Annual General Meeting 2006 | 27 April 2006 | |||||
| Announcement of second quarter and half year 2006 results | 27 July 2006 | |||||
| Announcement of third quarter and nine months 2006 results | 26 October 2006 | |||||
| DIVIDENDS | ||
| The record date for the second interim dividend for 2005 paid on 20 March 2006 was 10 February 2006. Ordinary Shares traded ex-dividend on the London and Stockholm Stock Exchanges from 8 February 2006. ADRs traded ex-dividend on the New York Stock Exchange from the same date. | ||
| Dividends will normally be paid as follows: | ||
| First interim | Announced in July and paid in September | |
| Second interim | Announced in January/February and paid in March | |
| TRADEMARKS | ||
Accolate Arimidex Astra Tech Atacand Casodex Crestor Diprivan Faslodex Iressa Losec Merrem Nexium Nolvadex Oxis Plendil Prilosec Pulmicort Pulmicort Respules Rhinocort Seloken Seroquel Symbicort Tenormin Toprol-XL Zestril Zoladex Zomig
| ADDRESSES FOR CORRESPONDENCE | |||||||
|
Registrar and Transfer Office |
Depositary for ADRs | Registered Office |
Swedish Securities Registration Centre |
||||
| The AstraZeneca Registrar | JP Morgan Chase Bank | 15 Stanhope Gate | VPC AB | ||||
| Lloyds TSB Registrars | JP Morgan Service Center | London | PO Box 7822 | ||||
| The Causeway | PO Box 3408 | W1K 1LN | SE-103 97 Stockholm | ||||
| Worthing | South Hackensack | UK | Sweden | ||||
| West Sussex | NJ 07606-3408 | ||||||
| BN99 6DA | US | ||||||
| UK | Tel: +44 (0)20 7304 5000 | Tel: +46 (0)8 402 9000 | |||||
| Tel (freephone in UK): | Tel (toll free in US): | ||||||
| 0800 389 1580 | 888 697 8018 | ||||||
| Tel (outside UK): | Tel (outside US): | ||||||
| +44 (0)121 415 7033 | +1 (201) 680 6630 | ||||||
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS |
| In order to utilise the ‘Safe Harbor’ provisions of the United States Private Securities Litigation Reform Act of 1995, AstraZeneca is providing the following cautionary statement. This announcement contains forward-looking statements with respect to the financial condition, results of operations and businesses of AstraZeneca. By their nature, forward-looking statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from that expressed or implied by these forward-looking statements. These factors include, among other things, the loss or expiration of patents, marketing exclusivity or trade marks; exchange rate fluctuations; the risk that R&D will not yield new products that achieve commercial success; the impact of competition, price controls and price reductions; taxation risks; the risk of substantial product liability claims; the impact of any failure by third parties to supply materials or services; the risk of delay to new product launches; the difficulties of obtaining and maintaining governmental approvals for products; and the risk of environmental liabilities. |
17