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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Astrazeneca Plc | LSE:AZN | London | Ordinary Share | GB0009895292 | ORD SHS $0.25 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
10.00 | 0.09% | 11,286.00 | 11,284.00 | 11,288.00 | 11,288.00 | 11,124.00 | 11,180.00 | 276,630 | 11:17:32 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Pharmaceutical Preparations | 45.81B | 5.96B | 3.8406 | 29.16 | 174.84B |
TIDMAZN
RNS Number : 7691Y
AstraZeneca PLC
07 March 2017
07 March 2017 14:30 GMT
ANNUAL FINANCIAL REPORT
AstraZeneca PLC (the Company) announced today the publication of its Annual Report and Form 20-F Information 2016 (Annual Report).
A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
The Annual Report is also available on the Company's website at www.astrazeneca.com/annualreport2016
The Annual Report, together with the Notice of Annual General Meeting 2017 and Shareholders' Circular and a covering letter from the Chairman will be dispatched to shareholders on or about 16 March 2017.
The meeting place for the Annual General Meeting (AGM) will be the Park Plaza London Riverbank Hotel, 18 Albert Embankment, London SE1 7TJ and the AGM will commence at 2.30 pm (BST) on 27 April 2017.
EXPLANATORY NOTE AND WARNING
Solely for the purposes of complying with Disclosure and Transparency Rule (DTR) 6.3.5R and the requirements it imposes on issuers as to how to make public annual financial reports, we set out below:
- in Appendix A, the principal risks and uncertainties facing the Company;
- in Appendix B, the Directors' responsibility statement made in respect of the Financial Statements and Directors' Report contained in the Annual Report; and
- in Appendix C, a statement regarding related party transactions.
The appendices have been extracted from the Annual Report in unedited full text. This information should be read in conjunction with the Company's fourth quarter and full year results 2016 announcement, issued on 2 February 2017, which contained a condensed set of financial statements and which can be found at www.astrazeneca.com/Investors/financial-information/Financial-results. Together, these constitute the material required by DTR 6.3.5R to be communicated to the media in unedited full text through a Regulatory Information Service.
Page numbers and section cross-references in the appendices refer to pages and sections in the Annual Report. Defined terms used in the appendices refer to terms as defined in the Annual Report.
This material is not a substitute for reading the full Annual Report.
A C N Kemp
Company Secretary
7 March 2017
APPIX A
Risks and uncertainties
Operating in the pharmaceutical sector carries various inherent risks and uncertainties that may affect our business. In this section, we describe the risks and uncertainties that we consider material to our business in that they may have a significant effect on our financial condition, results of operations, and/or reputation.
These risks are not listed in any particular order of priority and have been categorised consistently with the Principal Risks detailed from page 20. Other risks, unknown or not currently considered material, could have a similar effect. We believe that the forward-looking statements about AstraZeneca in this Annual Report, identified by words such as 'anticipates', 'believes', 'expects' and 'intends', and that include, among other things, Future prospects in the Financial Review on page 76, are based on reasonable assumptions. However, forward-looking statements involve inherent risks and uncertainties such as those summarised below. They relate to events that may occur in the future, that may be influenced by factors beyond our control and that may have actual outcomes materially different from our expectations.
Product pipeline and Impact IP risks --------------------------------------- ------------------------------------ Failure or delay in delivery of pipeline or launch of new products ----------------------------------------------------------------------------- Our continued success Failure or delay in development depends on the development of new product candidates and successful launch that achieve the expected of innovative new drugs. commercial success could frustrate the achievement The development of pharmaceutical of development targets, product candidates is adversely affect the a complex, risky and reputation of our R&D lengthy process involving capabilities, and is significant financial, likely to materially R&D and other resources. adversely affect our It may fail at any stage business and results of the process due to of operations. See also various factors, including Failure to achieve strategic failure to obtain the plans or meet targets required regulatory or and expectations on page marketing approvals for 223. the product candidate or for its manufacturing Since our business model facilities, unfavourable and strategy rely on clinical efficacy data, the success of relatively safety concerns, failure few compounds, the failure to demonstrate adequate of any in line production cost-effective benefits may have a significant to regulatory authorities negative effect on our and/or payers and the business or results of emergence of competing operations. products. More details of projects that have Significant delays to suffered setbacks or anticipated launch dates failures during 2016 of new products could can be found in the Therapy have a material adverse Area Review. effect on our financial position and/or results The anticipated launch of operations. For example, dates of major new products for the launch of products significantly affect that are seasonal in our business, including nature, delays in regulatory investment in large clinical approvals or manufacturing studies, the manufacture difficulties may delay of pre-launch product launch to the next season stocks, investment in which, in turn, may significantly marketing materials pre-launch, reduce the return on sales force training costs incurred in preparing and the timing of anticipated for the launch for that future revenue streams season. Furthermore, from new Product Sales. in immuno-oncology speed Launch dates are primarily to market is critical driven by our development given the large number programmes and the demands of clinical trials being from various factors, conducted by other companies. including adverse findings in pre-clinical or clinical In addition, a delayed studies, regulatory demands, launch may lead to increased price negotiation, competitor costs if, for example, activity and technology marketing and sales efforts transfer. More complex need to be rescheduled and stringent regulations or performed for longer govern the manufacturing than expected. and supply of biologics products, thus impacting Failure to complete collaborative the production and release projects in a timely, schedules of such products cost-effective manner more significantly. may limit our ability to access a greater portfolio In addition to developing of products, IP technology products in-house, we and shared expertise. also expand our product Disputes and difficulties portfolio and geographical with our partners may presence through licensing erode or eliminate the arrangements and strategic benefits of our alliances collaborations, which and collaborations. In are key to growing and addition, failure to strengthening our business. perform on the part of The success of such arrangements parties to externalisation is largely dependent transactions may diminish on the technology and the future value of those other IP rights we acquire, transactions. Delay of and the resources, efforts launch can also erode and skills of our partners. the term of patent exclusivity. Disputes or difficulties in our relationship with Competition from other our collaborators or pharmaceutical companies partners may arise, for means that we may be example, due to conflicting unsuccessful in implementing priorities or conflicts some of our intended of interest between parties. projects or we may have to pay a significant In many cases we make premium over book or milestone payments well market values for our in advance of the commercialisation acquisitions. of the products, with no assurance that we will recoup these payments. We experience strong competition from other pharmaceutical companies in respect of licensing arrangements, strategic collaborations, and acquisition targets. --------------------------------------- ------------------------------------
Difficulties in obtaining or maintaining regulatory drug approval for products ----------------------------------------------------------------------------- We are subject to strict Delays in regulatory controls on the commercialisation reviews and approvals processes for our pharmaceutical could delay our ability products, including their to market our products development, manufacture, and may adversely affect distribution and marketing. our revenue. In addition, The criteria for establishing post-approval requirements, safety, efficacy and including additional quality, which are essential clinical trials, could for securing marketing result in increased costs, approvals, may vary by and may impact the labelling country and by region. and approval status of Regulators can refuse currently marketed products. to grant approval or may require additional data before approval is granted, even though the medicine may already be launched in other countries. Factors, including advances in science and technology, evolving regulatory science, and different approaches to benefit/risk tolerance by regulatory authorities, the general public, and other third party public interest groups influence the initial approvability of new drugs. While we seek to manage many of these risks, unanticipated and unpredictable policymaking by governments and regulators, limited regulatory authority resources or conflicting priorities often lead to severe delays in regulatory approvals. We may be required to conduct additional clinical trials after a drug's approval because a regulatory authority may have a concern that impacts the benefit/risk profile of one of our marketed drugs or drugs currently in development. For our marketed drugs, new data and meta-analyses have the potential to drive changes in the approval status or labelling. In addition, recent years have seen an increase in post-marketing regulatory requirements and commitments, and an increased call for third party access to regulatory and clinical trial data packages for independent analysis and interpretation, and broader data transparency. Such transparency, while important, could lead to inappropriate or incorrect data analyses which may damage the integrity of our products and our Company's reputation. --------------------------------------- ------------------------------------ Failure to obtain and enforce effective IP protection ----------------------------------------------------------------------------- A pharmaceutical product Limitations on the availability is protected from being of patent protection, copied for a limited the ability to obtain period of time under related IP rights or certain patent rights the use of compulsory and/or related IP rights, licensing in certain such as Regulatory Data countries in which we Protection or Orphan operate could allow for Drug status. Typically, earlier entry of generic products protected by or biosimilar competitor such rights generate products. This could significantly higher have a material adverse revenues than those not effect on the pricing protected. Our ability and sales of our products to obtain, maintain and and, consequently, could enforce patents and other materially adversely IP rights in relation affect our revenues. to our products is an important element in More information about protecting and recouping protecting our IP, the our investment in R&D risk of patent litigation and creating long-term and the early loss of value for the business. IP rights is contained Some countries in which in the Intellectual Property we operate do not offer section on page 57, the robust IP protection. Competitive pressures This may be because IP including expiry or loss laws are still developing, of IP rights and generic the scope of those laws competition risk on page is limited or the political 216 and Note 28 to the environment does not Financial Statements support such legislation. from page 185. --------------------------------------- ------------------------------------ Commercialisation risks Impact --------------------------------------- ------------------------------------ Competitive pressures including expiry or loss of IP rights and generic competition ----------------------------------------------------------------------------- A pharmaceutical product If we are not successful competes with other products in obtaining, maintaining, marketed by research-based defending or enforcing pharmaceutical companies our exclusive rights and with generic or biosimilar to market our products, drugs marketed by generic particularly in the US drug manufacturers. where we achieve our highest Product Sales, Approval of competitive our revenue and margins products for the same could be materially adversely or similar indication affected. In addition, as one of our products unsuccessful assertion may result in immediate of our IP rights may and significant decreases lead to damages or other in our revenues. liabilities to third parties that could materially Generic versions of products, adversely affect our including biosimilars, financial performance. are often sold at lower prices than branded products, Third parties may be as the manufacturer does awarded remedies for not have to recoup the alleged infringement significant cost of R&D of their IP, for example investment and market injunctions and damages development. Expiry or for alleged patent infringement. loss of IP rights can In the US, courts may materially adversely order enhanced (ie up affect our revenues and to treble) damages for financial condition due alleged wilful infringement to the launch of cheaper of patents. From time generic copies of the to time we may acquire product in the country licences, discontinue where the rights have activities and/or modify expired or been lost processes to avoid claims (see the table in the of patent infringement. Patent Expiries of Key These steps could entail Marketed Products section significant costs and from page 211). For example our revenue and margins in 2016, our US Product could be materially adversely Sales of Crestor fell affected. to $1,223 million (2015: $2,844 million), following Unfavourable resolution the launch of generics. of current and potential future patent litigation Additionally, the expiry may require us to make or loss of patents covering significant provisions other innovator companies' in our accounts relating products may also lead to legal proceedings to increased competition and/or could materially and pricing pressure adversely affect our for our own, still-patented financial condition or products in the same results of operations. product class due to the availability of lower priced generic products in that product class. Generic manufacturers may also take advantage of the failure of certain countries to properly enforce Regulatory Data Protection or other related IP rights and may launch generics during this protected period. This is a particular risk in some Emerging Markets where appropriate patent protection or other related IP rights may be difficult to obtain or enforce. Various regulatory authorities are implementing or considering abbreviated approval processes for biosimilars, allowing quicker entry to market for such products and earlier than anticipated competition for patented biologics. As well as facing generic competition upon expiry or loss of IP rights, we also face the risk that generic drug manufacturers seek to market generic versions of our products prior to expiries of our patents and/or the Regulatory Exclusivity periods. For example, we are currently facing challenges from numerous generic drug manufacturers regarding our patents relating to key products, including Brilinta, Faslodex, Byetta, Daliresp, Onglyza and Crestor. IP rights protecting our products may be challenged
by external parties. We expect our most valuable products to receive the greatest number of challenges. Despite our efforts to establish and defend robust patent protection for our products, we bear the risk that courts may decide that our IP rights are invalid and/or that third parties do not infringe our asserted IP rights. Where we assert our IP rights but are ultimately unsuccessful, third parties may seek damages, alleging, for example, that they have been inappropriately restrained from entering the market. In such cases, we bear the risk that we incur liabilities to those third parties. We also bear the risk that we may be found to infringe patents owned or licensed by third parties, including research-based and generic pharmaceutical companies and individuals. These third parties may seek remedies for patent infringement, including injunctions (for example, preventing the marketing of one of our products) and damages. Details of material patent litigation matters can be found in Note 28 to the Financial Statements from page 185. --------------------------------------- ------------------------------------ Price controls and reductions ----------------------------------------------------------------------------- Most of our key markets Due to these pricing have experienced the pressures, there can implementation of various be no certainty that cost control or reimbursement we will be able to charge mechanisms for pharmaceutical prices for a product products. that, in a particular country or in the aggregate, In the US, there is significant enable us to earn an pricing pressure driven adequate return on our by payer consolidation, product investment. These restrictive reimbursement pressures, including policies, and cost control the increasingly restrictive tools, such as exclusionary reimbursement policies formularies and price to which we are subject, protection clauses. Many could materially adversely formularies employ 'generic affect our business or first' strategies and/or results of operations. require physicians to obtain prior approval We expect these pricing for the use of a branded pressures will continue medicine where a generic and may increase. alternative exists. These mechanisms can be used The continued disparities by payers to limit the in EU and US pricing use of branded products systems could lead to and put pressure on manufacturers marked price differentials to reduce net prices. between regions, which, In addition, patients by way of the implementation are seeing changes in of existing or new reference the design of their health pricing mechanisms, increases plan benefits and may the pricing pressure experience variation affecting the industry. in how their plans cover The importation of pharmaceutical their medications, including products from countries increases in the out-of-pocket where prices are low payments for their branded due to government price medications. Patient controls, or other market out-of-pocket spending dynamics, to countries is generally in the form where prices for those of a co-payment or co-insurance, products are higher, but there is a growing is already prevalent trend towards high deductible and may increase. Strengthened health plans that require collaboration by governments that patients pay the may accelerate the development full list price of their of further cost-containment drugs and services until policies (such as joint they meet certain out-of-pocket procurement). Increased thresholds. Ongoing scrutiny and simplified access of the US pharmaceutical to national and regional industry, focused largely prices in markets and on pricing, is placing the publication of these increased emphasis on prices in centralised the value of medications. databases have facilitated This scrutiny will likely the uptake and efficiency continue across many of price referencing stakeholders, including across the world. policymakers and legislators. The new US political leadership has initiated various legislative and policy processes that could affect the ACA. US prescription drug costs and importation policies could be among the policy proposals considered in initial steps to repeal and replace the ACA. In addition to addressing the ACA directly, lawmaker and policymaker proposals are also discussing a variety of other related changes relating to, for example, tax and Medicare reform. For more information, please see Pricing of medicines in the Marketplace section from page 13. Currently it is difficult to predict what specific proposals may be directed at existing laws and regulations (including the ACA or the Medicare Part D program) and to determine the implications for the healthcare system and pharmaceutical industry. This uncertainty could impact our ability to execute our plans, strategies, and business operations. However, significantly modifying existing laws and regulations, including the ACA and those relating to drug pricing and importation, could affect private health insurance, coverage through Medicaid and the health insurance exchange marketplaces, Medicare coverage and savings provisions, and other facets of the US healthcare market, with potentially significant impacts on the pharmaceutical industry. In Europe, the industry continues to be exposed to various ad hoc cost-containment measures and reference pricing mechanisms, which impact prices. There is a trend towards increasing transparency and comparison of prices among EU Member States which may eventually lead to a change in the overall pricing and reimbursement landscape. In Emerging Markets, governments are increasingly controlling pricing in the self-pay sector and favouring locally manufactured drugs. In addition, the emergence of price referencing is seen in some markets. Concurrently, many markets are adopting the use of Health Technology Assessment (HTA) to provide a rigorous evaluation of the clinical efficacy of a product at, or post, launch. HTA evaluations are also increasingly being used to assess the clinical effect, as well as cost-effectiveness, of products in a particular health system. This comes as payers and policymakers attempt to increase efficiencies in the use and choice of pharmaceutical products. A summary of the principal aspects of price regulation and how pricing pressures are affecting our business in our most important markets is set out in Pricing of medicines in the Marketplace section from page 13 and overleaf in the following risk factor. --------------------------------------- ------------------------------------ Economic, regulatory and political pressures ----------------------------------------------------------------------------- Operating in over 100 Deterioration of, or countries, we are subject failure to improve, socio-economic to political, socio-economic conditions, and situations and financial factors and/or resulting events, both globally and in depending on their severity, individual countries. could adversely affect our supply and/or distribution A sustained global economic chain in the affected downturn may further countries and the ability exacerbate pressure from of customers or ultimate governments and other payers to purchase our healthcare payers on medicines. This could medicine prices and volumes adversely affect our of sales in response business or results of to pressures on budgets, operations. and may cause a slowdown or a decline in growth While we have adopted in some markets. Those cash management and treasury most severely impacted policies to manage the by the economic downturn risk of not being able may seek alternative to access a sustainable ways to settle their flow of liquid funds debts through, for example, (see the Financial risk the issuance of government management policies section bonds which might trade of the Financial Review at a discount to the from page 76), we cannot face value of the debt. be certain that these Other customers may cease will be as effective to trade, which may result as they are intended
in losses from writing to be, in particular off debts, or a reduction in the event of a global in demand for products. liquidity crisis. In addition, open positions We are highly dependent where we are owed money on being able to access and investments we have a sustainable flow of made in financial and liquid funds due to the non-financial institutions high fixed costs of operating or money market funds our business and the cannot be guaranteed long and uncertain development to be recoverable. Additionally, cycles of our products. if we need access to In a sustained economic external sources of financing downturn, financial institutions to sustain and/or grow with whom we deal may our business, such as cease to trade and there the debt or equity capital can be no guarantee that financial markets, this we will be able to access may not be available monies owed to us without on commercially acceptable a protracted, expensive terms, if at all, in and uncertain process, the event of a severe if at all. and/or sustained economic downturn. This may, for More than 90% of our instance, be the case cash investments are in the event of any default managed centrally and by the Company on its are invested in collateralised debt obligations, which bank deposits, fixed may materially adversely income securities in affect our ability to government, financial secure debt funding in and non-financial securities the future or our financial and AAA credit rated condition in general. institutional money market Further information on funds. Money market funds debt funding arrangements are backed by institutions is contained in the Financial in the US and the EU, risk management policies which, in turn, invest section of the Financial in other funds, including Review from page 76. sovereign funds. This means our credit exposure It is too early to judge is a mix of US and EU the impact of Brexit sovereign default risk, as it is unclear as to financial institution the trading relationships and non-financial institution the UK will be able to default risk. negotiate with the EU and other significant On 23 June 2016, the trading partners. Any UK held a remain-or-leave deterioration in market referendum on the UK's access or trading terms membership within the including customs duties, EU, the outcome of which VAT or other tariffs was a decision for the that constitute real UK to exit from the EU cost or delay to the (Brexit). A process of movement of goods and negotiation will likely increased administration determine the future may materially adversely terms of the UK's relationship impact our financial with the EU, as well performance. as whether the UK will be able to continue to benefit from the EU's free trade and similar arrangements. Until the Brexit negotiation process is initiated and completed, it is difficult to anticipate the potential impact on AstraZeneca's market share, sales, profitability and results of operations. The Group operates from a global footprint and retains flexibility to adapt to changing circumstances. The uncertainty before, during and after the period of negotiation is also expected to increase volatility and may have an economic impact, particularly in the UK and Eurozone. The Board reviews the potential impact of Brexit as an integral part of its Principal Risks (as outlined from page 20) rather than as a stand-alone risk. As the process of Brexit evolves, the Board will continue to assess its impact on the Company. --------------------------------------- ------------------------------------ Failures or delays in the quality and execution of our commercial strategies ----------------------------------------------------------------------------- Commercial success of Failure to execute our our Growth Platforms commercial strategies are critical factors could materially adversely in sustaining or increasing impact our business or global Product Sales results of operations. and replacing lost Product Sales due to patent expiry. If a new product does The successful launch not succeed as anticipated of a new pharmaceutical or its rate of sales product involves substantial growth is slower than investment in sales and anticipated, there is marketing activities, a risk that we may be launch stocks and other unable to fully recoup items. We may ultimately the costs incurred in be unable to achieve launching it, which could commercial success for materially adversely various reasons including affect our business or difficulties in manufacturing results of operations. sufficient quantities of the product candidate Due to the complexity for development or commercialisation of the commercialisation in a timely manner, the process for biologics, impact of price control the methods of distributing measures imposed by governments and marketing biologics and healthcare authorities, could materially adversely the outcome of negotiations impact our revenues from with third party payers, the sales of biologics erosion of IP rights, medicines, such as Synagis including infringement and FluMist/Fluenz. by third parties, failure to show a differentiated The failure to exploit product profile and changes potential opportunities in prescribing habits. appropriately in Emerging Markets or materialisation The commercialisation of the risks and challenges of biologics is often of doing business in more complex than for such markets, including small molecule pharmaceutical inadequate protection products, primarily due against crime (including to differences in the counterfeiting, corruption mode of administration, and fraud) or inadvertent technical aspects of breaches of local and the product, and rapidly international law may changing distribution materially adversely and reimbursement environments. affect our reputation, business or results of We face particular challenges operations. in Emerging Markets, including: Integration processes may also result in business > More volatile economic disruption, diversion conditions and/or political of management resources, environments. the loss of key employees > Competition from multinational and other issues, such and local companies with as a failure to integrate existing market presence. IT and other systems. > The need to identify and to leverage appropriate The incurrence of significant opportunities for sales debt or liabilities due and marketing. to the integration of > Poor IP protection. an acquired business > Inadequate protection could cause deterioration against crime (including in our credit rating counterfeiting, corruption and result in increased and fraud). borrowing costs and interest > The need to impose expense. We may issue developed market compliance additional shares to standards. pay for acquired businesses, > The need to meet a which would result in more diverse range of the dilution of our then national regulatory, existing shareholders. clinical, manufacturing and distribution requirements. > Potential inadvertent breaches of local and international law. > Not being able to recruit appropriately skilled and experienced personnel. > Difficulty in identifying the most effective sales and marketing channels and routes to market. > Intervention by national governments or regulators restricting market access and/or introducing adverse price controls. > Difficulty in managing local partnerships such
as co-promotion and co-marketing; both driving performance and adhering to AstraZeneca's compliance standards which are often higher than the market norm. > Difficulties in cash repatriation due to strict foreign currency controls and lack of hard currency reserves in some Emerging Markets. > Complexity inherent within a direct exports business from UK and Sweden operations to countries where we do not have a legal entity. We may also seek to acquire complementary businesses or enter into other strategic transactions. The integration of an acquired business could involve incurring significant debt and unknown or contingent liabilities, as well as having a negative effect on our reported results of operations from acquisition-related charges, amortisation of expenses related to intangibles and charges for the implementation of long-term assets. We may also experience difficulties in integrating geographically separated organisations, systems and facilities, and personnel with different organisational cultures. Disputes or difficulties in our relationship with our collaborators or partners may also arise, often due to conflicting priorities or conflicts of interest between parties. --------------------------------------- ------------------------------------ Supply chain and business Impact execution risks --------------------------------------- ------------------------------------ Failure to maintain supply of compliant, quality product ----------------------------------------------------------------------------- We may experience difficulties, Difficulties with manufacturing delays and interruptions and supply, forecasting, in the manufacturing distribution or third and supply of our products party suppliers may result for various reasons, in product shortages, including: which may lead to lost Product Sales and materially > Demand significantly adversely affect our in excess of forecast reputation and revenues. demand, which may lead Even slight variations to supply shortages (this in components or any is particularly challenging part of the manufacturing before launch). process may lead to a > Supply chain disruptions, product that is non-compliant including those due to and does not meet quality natural or man-made disasters standards. This could at one of our facilities lead to recalls, spoilage, or at a critical supplier product shortage, regulatory or vendor. action and/or reputational > Delays in construction harm. of new facilities or the expansion of existing facilities, including those intended to support future demand for our products (the complexities associated with biologics facilities, especially for drug substance, increases the probability of delay). > The inability to supply products due to a product quality failure or regulatory agency compliance action such as licence withdrawal, product recall or product seizure. > Other manufacturing or distribution problems, including changes in manufacturing production sites, limits to manufacturing capacity due to regulatory requirements, changes in the types of products produced, or physical limitations or other business interruptions that could impact continuous supply. We increasingly rely on third parties for the timely supply of goods, such as raw materials (for example, the API in some of our medicines and drug substances and/or finished drug products for some of our biologics medicines), equipment, formulated drugs and packaging, and services, all of which are key to our operations. Many of these goods are difficult to substitute in a timely manner or at all. We expect that external capacity for biologics drug substance production will remain constrained for the next few years and, accordingly, may not be readily available for supplementary production in the event that we experience an unforeseen need for such capacity. --------------------------------------- ------------------------------------ Illegal trade in our products ----------------------------------------------------------------------------- The illegal trade in Public loss of confidence pharmaceutical products in the integrity of pharmaceutical is widely recognised products as a result by industry, non-governmental of illegal trade could organisations and governmental materially adversely authorities to be increasing. affect our reputation Illegal trade includes and financial performance. counterfeiting, theft In addition, undue or and illegal diversion misplaced concern about (that is, when our products this issue may cause are found in a market some patients to stop where we did not send taking their medicines, them and where they are with consequential risks not approved or not permitted/allowed to their health. Authorities to be sold). There is may take action, financial a risk to public health or otherwise, if they when illegally traded believe we are liable products enter the supply for breaches in our own chain, as well as associated supply chains. financial risk. Authorities and the public expect There is also a direct us to help reduce opportunities financial loss when, for illegal trade in for example, counterfeit our products through and/or illegally diverted securing the integrity products replace sales of our supply chain, of genuine products or surveillance, investigation genuine products are and supporting legal recalled following discovery action against those of counterfeit products. found to be engaged in illegal trade. --------------------------------------- ------------------------------------ Reliance on third party goods and services ----------------------------------------------------------------------------- Many of our business-critical The failure of outsource operations, including providers to deliver certain R&D processes, timely services, and IT systems, HR, finance, to the required level tax and accounting services of quality, or the failure have been outsourced of outsource providers to third party providers. to cooperate with each We are thus heavily reliant other, could materially on these third parties adversely affect our not just to deliver timely financial condition or and high quality services results of operations. but also to comply with Moreover, the failure applicable laws and regulations of these third parties and adhere to our ethical to operate in an ethical business expectations manner could adversely from third party providers. impact our reputation both internally and externally or even result in non-compliance with applicable laws and regulations. Our business and financial results could be materially adversely affected by disruptions caused by our failure to successfully manage either the integration of outsourced services or the transition process of insourcing services from third parties. For instance, insourcing some of the previously outsourced services into our service centre in Chennai, India and Guadalajara, Mexico may result in deterioration of the quality of service or deployment of resources by these third parties. --------------------------------------- ------------------------------------ Failure of information security, data protection and cybercrime ----------------------------------------------------------------------------- We are dependent on effective Any significant disruption IT systems. These systems to these IT systems, support key business including breaches of
functions such as our data security or cybersecurity, R&D, manufacturing, supply or failure to integrate chain and sales capabilities new and existing IT systems, and are an important could harm our reputation means of safeguarding and materially adversely and communicating data, affect our financial including critical or condition or results sensitive information, of operations. the confidentiality and integrity of which we While we invest heavily rely on. in the protection of our data and IT, we may Examples of sensitive be unable to prevent information that we protect breakdowns or breaches include clinical trial in our systems that could records (patient names result in disclosure and treatments), personal of confidential information, information (employee damage to our reputation, bank details, home address), regulatory penalties, IP related to manufacturing financial losses and/or process and compliance, other costs. key research science techniques, AstraZeneca The inability to effectively property (theft) and back up and restore data privileged access (rights could lead to permanent to perform IT tasks). loss of data that could result in non-compliance The size and complexity with applicable laws of our IT systems, and and regulations. those of our third party vendors (including outsource We and our vendors could providers) with whom be susceptible to third we contract, have significantly party attacks on our increased over the past information security decade and this makes systems. Such attacks such systems potentially are of ever-increasing vulnerable to service levels of sophistication interruptions and security and are made by groups breaches from attacks and individuals with by malicious third parties, a wide range of motives or from intentional or and expertise, including inadvertent actions by criminal groups, 'hacktivists' our employees or vendors. and others. From time to time we experience Significant changes in intrusions, including the business footprint as a result of computer-related and the implementation malware. of the IT strategy, including the creation and use Inappropriate use of of captive offshore Global certain media vehicles Technology Centres, could could lead to the unauthorised lead to temporary loss or unintentional public of capability. disclosure of sensitive information (such as We increasingly use the personally identifiable internet, digital content, information on employees, social media, mobile healthcare professionals applications and other or patients, such as forms of new technology those enrolled in our to communicate internally clinical trials), which and externally. The accessibility may damage our reputation, and instantaneous nature adversely affect our of interactions with business or results of such media may facilitate operations and expose or exacerbate the risk us to legal risks and/or of data leakages from additional legal obligations. within AstraZeneca. It Similarly, the involuntary may also lead to false public disclosure of or misleading statements commercially sensitive being made about AstraZeneca, information or an information which may damage our loss could adversely reputation. As existing affect our business or social media platforms results of operations. expand and evolve and In addition, negative new social media platforms posts or comments about emerge, it becomes increasingly us (or, for example, challenging to identify the safety of our products) new points of entry and on social media websites to put structures in or other digital channels place to secure and protect could harm our reputation. information. --------------------------------------- ------------------------------------ Failure of critical processes ----------------------------------------------------------------------------- Unexpected events and/or Failure of critical processes events beyond our control may result in an inability could result in the failure to research, manufacture of critical processes or supply products to within the Company or patients. AstraZeneca at third parties on whom has developed a Business we are reliant. Resilience framework which is designed to The business faces threats mitigate such risks. to business continuity However, there is no from many directions. guarantee that these Examples of material measures will be sufficient threats include: to prevent business interruption. > Disruption to our business This may expose the Company if there is instability to litigation and/or in a particular geographic regulatory action which region, including as may result in fines, a result of war, terrorism, loss of revenue and adversely riots, unstable governments, affect the Company's civil insurrection or financial results. social unrest. > Natural disasters in areas of the world prone to extreme weather events and earthquakes. > Cyber threats similar to those detailed in the Failure of information security, data protection and cybercrime section above. --------------------------------------- ------------------------------------ Any expected gains from productivity initiatives are uncertain ----------------------------------------------------------------------------- We continue to implement Our failure to successfully various productivity implement these planned initiatives and restructuring cost-reduction measures, programmes with the aim either through the successful of enhancing the long-term implementation of employee efficiency of the business. relations processes (including However, anticipated consultation, engagement, cost savings and other talent management, recruitment benefits from these programmes and retention), or the are based on estimates possibility that these and the actual savings efforts do not generate may vary significantly. the level of cost savings In particular, these we anticipate, could cost-reduction measures materially adversely are often based on current affect our business or conditions and cannot results of operations. always take into account any future changes to the pharmaceutical industry or our operations, including new business developments or wage or price increases. --------------------------------------- ------------------------------------ Failure to attract and retain key personnel, and engage successfully with our employees ----------------------------------------------------------------------------- We rely heavily on recruiting The inability to attract and retaining talented and retain highly skilled employees with a diverse personnel may weaken range of skills and capabilities our succession plans to meet our strategic for critical positions objectives. in the medium term, may materially adversely We face intense competition affect the implementation for well-qualified individuals, of our strategic objectives as the supply of people and could ultimately with specific skills impact our business or and significant leadership results of operations. potential or in specific geographic regions may Failure to engage effectively be limited. with our employees could lead to business disruption The successful delivery in our day-to-day operations, of our business objectives reduce levels of productivity is dependent on high and/or increase levels levels of engagement, of voluntary turnover,
commitment and motivation all of which could ultimately of the workforce. materially adversely affect our business or results of operations. --------------------------------------- ------------------------------------ Legal, regulatory and Impact compliance risks --------------------------------------- ------------------------------------ Failure to adhere to applicable laws, rules and regulations ----------------------------------------------------------------------------- Our many business operations Failure to comply with are subject to a wide applicable laws, rules range of laws, rules and regulations; manage and regulations from our liabilities; or to governmental and non-governmental adequately anticipate bodies around the world. or proactively manage emerging policy and legal Any failure to comply developments could materially with these applicable adversely affect our laws, rules and regulations licence to operate, or may result in us being results of operations; investigated by relevant adversely affect our agencies and authorities reputation; cause harm and/or in legal proceedings to people or the environment; being filed against us. and/or lead to fines Such investigations or or other penalties. For proceedings could result example, once a product in us becoming subject has been approved for to civil or criminal marketing by the regulatory sanctions and/or being authorities, it is subject forced to pay fines or to continuing control damages. Relevant authorities and regulation, such have wide-ranging administrative as the manner of its powers to deal with any manufacture, distribution, failure to comply with marketing and safety continuing regulatory surveillance. If regulatory oversight and this could issues concerning compliance affect us, whether such with environmental, current failure is our own or Good Manufacturing Practice that of our contractors or safety monitoring or external partners. regulations for pharmaceutical products (often referred Material examples of to as pharmacovigilance) statutes, rules and regulations arise, this could lead impacting business operations to loss of product approvals, include: product recalls and seizures, and interruption of production, > Compliance with Good which could create product Manufacturing Practice. shortages and delays > Local, national and in new product approvals, international environment and negatively impact or occupational health patient access. and safety laws and regulations. > Trade control laws governing our imports and exports including nationally and internationally recognised trade agreements, embargoes, trade and economic sanctions and anti-boycott requirements. > Competition laws and regulations, including challenges from competition authorities to patent settlement agreements and private damages actions. > Rules and regulations established to promote ethical supply chain management. > Financial regulations including, but not limited to, external financial reporting, taxation and money laundering. > Employment practices. > Disclosure of payments to healthcare professionals under the Sunshine Act and EFPIA legislation. > Appropriate disclosure of community support, patient group support and product donations. We have environmental and/or occupational health and safety-related liabilities at some current, formerly owned, leased and third party sites. For more information on the most significant of these and for details on other significant litigation matters, please refer to Note 28 to the Financial Statements from page 185. --------------------------------------- ------------------------------------ Safety and efficacy of marketed products is questioned ----------------------------------------------------------------------------- Our ability to accurately Serious safety concerns assess, prior to launch, or adverse events relating the eventual efficacy to our products could or safety of a new product lead to product recalls, once in broader clinical seizures, loss of product use can only be based approvals and interruption on data available at of supply and could materially that time, which is inherently adversely impact patient limited due to relatively access, our reputation short periods of product and financial revenues. testing and relatively small clinical study Significant product liability patient samples. claims could also arise which could be costly, Any unforeseen safety divert management attention concerns or adverse events or damage our reputation relating to our products and demand for our products. or failure to comply with laws, rules and Unfavourable resolution regulations relating of such current and similar to provision of appropriate future product liability warnings concerning the claims could subject dangers and risks of us to enhanced damages, our products that result require us to make significant in injuries could expose provisions in our accounts us to large product liability relating to legal proceedings damages claims, settlements and could materially and awards, particularly adversely affect our in the US. Adverse publicity financial condition or relating to the safety results of operations, of a product or of other particularly where such competing products may circumstances are not increase the risk of covered by insurance. product liability claims. For more information, see the Limited third Details of material product party insurance coverage liability litigation risk on page 224. matters can be found in Note 28 to the Financial Statements from page 185. --------------------------------------- ------------------------------------ Adverse outcome of litigation and/or governmental investigations ----------------------------------------------------------------------------- We may be subject to Governmental investigations, various product liability, for example under the consumer commercial, Foreign Corrupt Practices anti-trust, environmental, Act or federal or state employment or tax litigation False Claims Acts or or other legal proceedings other types of legal and governmental investigations. proceedings, regardless Litigation, particularly of their outcome, could in the US, is inherently be costly, divert management unpredictable and unexpectedly attention, or damage high awards for damages our reputation and demand can result from an adverse for our products. Unfavourable verdict. In many cases, resolution of current plaintiffs may claim and similar future proceedings enhanced damages in extremely against us could subject high amounts. In particular, us to criminal liability, the marketing, promotional, fines, penalties or other clinical and pricing monetary or non-monetary practices of pharmaceutical remedies, including enhanced manufacturers, as well damages, require us to as the manner in which make significant provisions manufacturers interact in our accounts relating with purchasers, prescribers to legal proceedings and patients, are subject and could materially to extensive regulation, adversely affect our litigation and governmental business or results of investigation. Many companies, operations. including AstraZeneca, have been subject to claims related to these practices asserted by federal and state governmental authorities and private payers and consumers, which have resulted in substantial expense and other significant consequences. Note 28 to the Financial Statements from page 185 describes the material legal proceedings in which we are currently involved. --------------------------------------- ------------------------------------ Failure to adhere to increasingly stringent
anti-bribery and anti-corruption legislation ----------------------------------------------------------------------------- There is an increasing Despite taking measures global focus on the implementation to prevent breaches of and enforcement of anti-bribery applicable anti-bribery and anti-corruption legislation. and anti-corruption laws by our personnel and In the UK, the Bribery associated third parties, Act 2010 has extensive breaches may still occur, extra territorial application, potentially resulting and imposes organisational in the imposition of liability for any bribe significant penalties, paid by persons or entities such as fines, the requirement associated with an organisation to comply with monitoring where the organisation or self-reporting obligations, failed to have adequate or debarment or exclusion preventative controls from government sales in place at the time or reimbursement programmes, of the offence. In the any of which could materially US, there has been significant adversely affect our enforcement activity reputation, business in respect of the Foreign or results of operations. Corrupt Practices Act by the SEC and DOJ against US companies and non-US companies listed in the US. China, Brazil, India and other countries are also enforcing their own anti-bribery laws more aggressively and/or adopting tougher new measures. We have been the subject of anti-corruption investigations and there can be no assurance that we will not, from time to time, continue to be subject to informal enquiries and formal investigations from governmental agencies. In the context of our business, governmental officials interact with us in various roles that are important to our operations, such as in the capacity of a regulator, partner or healthcare payer, reimburser or prescriber, among others. Details of these matters are included in Note 28 to the Financial Statements from page 185. --------------------------------------- ------------------------------------ Economic and financial Impact risks --------------------------------------- ------------------------------------ Failure to achieve strategic plans or meet targets and expectations ----------------------------------------------------------------------------- We may from time to time There can be no guarantee communicate our business that our financial targets strategy or our targets or expectations will or expectations regarding materialise on the expected our future financial timeline or at all. Actual or other performance results may deviate materially (for example, the expectations and adversely from any described in Future prospects such target or expectation, in the Financial Review including if one or more on page 76). All such of the assumptions or statements are of a forward-looking judgements underlying nature and are based any such target or expectation on assumptions and judgements proves to be incorrect we make, all of which in whole or in part. are subject to significant inherent risks and uncertainties, including those that we are unaware of and/or that are beyond our control. Any failure to successfully implement our business strategy, whether determined by internal or external risk factors, may frustrate the achievement of our financial or other targets or expectations and, in turn, materially damage our brand and materially adversely affect our business, financial position or results of operations. --------------------------------------- ------------------------------------ Unexpected deterioration in the Company's financial position ----------------------------------------------------------------------------- A wide range of financial Movements in the exchange risks could result in rates used to translate a material deterioration foreign currencies into in the Company's financial US dollars may materially position. adversely affect our financial condition or As a global business, results of operations. currency fluctuations Some of our subsidiaries can significantly affect import and export goods our results of operations, and services in currencies which are reported in other than their own US dollars. Approximately functional currency, 35% of our global 2016 and so the financial Product Sales were in results of such subsidiaries the US, which is expected could be affected by to remain our largest currency fluctuations single market for the arising between the transaction foreseeable future. Product and settlement dates. Sales in other countries In addition, there are are predominantly in foreign exchange differences currencies other than arising on the translation the US dollar, including of investments in subsidiaries. the euro, Japanese yen, Chinese renminbi and We have significant investments Australian dollar. in goodwill and intangible assets as a result of Our consolidated balance our acquisitions of various sheet contains significant businesses and our purchases investments in intangible of certain assets, such assets, including goodwill. as product development The nature of the biopharmaceutical and marketing rights. business is high risk Impairment losses may and requires that we materially adversely invest in a large number affect our financial of projects in an effort condition or results to develop a successful of operations. Details portfolio of approved of the carrying values products. Our ability of goodwill and intangible to realise value on these assets, and the estimates significant investments and assumptions we make is often contingent upon, in our impairment testing, among other things, regulatory are included in Notes approvals, market acceptance, 8 and 9 to the Financial competition and legal Statements from page developments. As such, 156. in the course of our many acquisitions and Financial liabilities R&D activities, we expect arising due to product that some of our intangible liability or other litigation, assets will become impaired in respect of which we and be written off at do not have insurance some time in the future. coverage, or if an insurer's denial of coverage is Inherent variability ultimately upheld, could of biologics manufacturing require us to make significant increases the risk of provisions relating to write-offs of these product legal proceedings and batches. Due to the value could materially adversely of the materials used, affect our financial the carrying amount of condition or results biological products is of operations. much higher than that of small molecule products. For more information, As we continue to grow please see the Adverse our biologics business, outcome of litigation we also increase the and/or governmental investigations risk of potential impairment risk on page 223. charges. The resolution of tax In recent years, the disputes regarding the costs associated with profits to be taxed in product liability litigation individual territories have increased the cost can result in a reallocation of, and narrowed the of profits between jurisdictions coverage afforded by, and an increase or decrease pharmaceutical companies' in related tax costs, product liability insurance. and has the potential To contain insurance to affect our cash flows, costs, we have continued EPS and post-tax earnings. to adjust our coverage Claims, regardless of profile, accepting a their merits or their greater degree of uninsured outcome, are costly, exposure. The Company divert management attention has not held any material and may adversely affect product liability insurance our reputation. since February 2006. In addition, where claims If any double tax treaties
are made under insurance should be withdrawn or policies, insurers may amended, especially in reserve the right to a territory where a member deny coverage on various of the AstraZeneca Group grounds. For example, is involved in a taxation product liability litigation dispute with a tax authority cases relating to Crestor in relation to cross-border and Nexium in the US transactions, such withdrawal are not covered by third or amendment could materially party product liability adversely affect our insurance. See Note 28 financial condition or to the Financial Statements results of operations, from page 185 for details. as could a negative outcome of a tax dispute or a The integrated nature failure by tax authorities of our worldwide operations to agree through competent can produce conflicting authority proceedings. claims from revenue authorities See the Financial risk as to the profits to management policies section be taxed in individual of the Financial Review countries. The majority on page 76 for tax risk of the jurisdictions management policies and in which we operate have Note 28 to the Financial double tax treaties with Statements from page other foreign jurisdictions, 185 for details of current which provide a framework tax disputes. for mitigating the incidence of double taxation on Changes in tax regimes our revenues and capital could result in a material gains. impact on the Company's cash tax liabilities The Company's worldwide and tax charge, resulting operations are taxed in either an increase under laws in the jurisdictions or a reduction in financial in which they operate. results depending upon International standards the nature of the change. governing the global We represent views to tax environment regularly the OECD, governments change. The Organisation and tax authorities through for Economic Co-operation public consultations and Development (OECD) to ensure international has proposed a number institutions and governments of changes under the understand the business Base Erosion and Profit implications of proposed Shifting (BEPS) Action law changes. Specific Plans. OECD BEPS recommendations that we expect to impact Our defined benefit pension the Company include changes obligations are largely to patent box regimes, backed by assets invested restrictions of interest across the broad investment deductibility and revised market. Our most significant transfer pricing guidelines. obligations relate to defined benefit pension Sustained falls in asset funds in the UK, Sweden values could reduce pension and the US. The largest fund solvency levels, obligation is in the which may result in requirements UK. for additional cash, restricting the cash available for our business. Changes to funding regulations for defined benefit pensions may also result in a requirement for additional cash contributions by the Company. If the present value of the liabilities increase due to a sustained low interest rate environment, an increase in expectations of future inflation, or an improvement in member longevity (above that already assumed), this could also reduce pension fund solvency ratios. The likely increase in the IAS 19 accounting deficit generated by any of these factors may cause the credit rating agencies to review our credit rating, with the potential to negatively affect our ability to raise debt and the price of new debt issuances. See Note 20 to the Financial Statements from page 165 for further details of the Group's pension obligations. --------------------------------------- ------------------------------------ Failure in financial control or the occurrence of fraud ----------------------------------------------------------------------------- Effective internal controls Significant resources are necessary for us may be required to remediate to provide reliable financial any lapse or deficiency reports and are designed in internal controls. to prevent and detect fraud. Lapses in controls Any such deficiency may and procedures could also trigger investigations undermine the ability by a number of organisations, to prevent fraud or provide for example, the SEC, accurate disclosure of the DOJ or the SFO and financial information may result in fines being on a timely basis. Testing levied against the Company of our internal controls or individual directors. can provide only reasonable assurance with respect Serious fraud may lead to the preparation and to potential prosecution fair presentation of or even imprisonment financial statements of senior management. and may not prevent or detect misstatements or fraud. --------------------------------------- ------------------------------------
APPIX B
This statement relates to and is extracted from the Annual Report. It is repeated here solely for the purpose of complying with DTR 6.3.5. It is not connected to the information presented in this announcement or in the Company's fourth quarter and full year results 2016 announcement that was published on 2 February 2017.
Directors' responsibility statement pursuant to DTR 4
The Directors confirm that to the best of our knowledge:
-- The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole.
-- The Directors' Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
On behalf of the Board of Directors on 2 February 2017
Pascal Soriot
Director
APPIX C
Related party transactions
The Group had no material related party transactions which might reasonably be expected to influence decisions made by the users of these Financial Statements.
About AstraZeneca
AstraZeneca is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of diseases in three main therapy areas - Oncology, Cardiovascular & Metabolic Diseases and Respiratory. The Company also is selectively active in the areas of Autoimmunity, Neuroscience and Infection. AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide. For more information, please visit www.astrazeneca.com and follow us on Twitter @AstraZeneca.
Media Enquiries Esra Erkal-Paler UK/Global +44 203 749 5638 Vanessa Rhodes UK/Global +44 203 749 5736 Karen Birmingham UK/Global +44 203 749 5634 Rob Skelding UK/Global +44 203 749 5821 Jacob Lund Sweden +46 8 553 260 20
Michele Meixell US +1 302 885 2677 Investor Relations Thomas Kudsk Larsen +44 203 749 5712 Craig Marks Finance, Fixed Income, M&A +44 7881 615 764 Henry Wheeler Oncology +44 203 749 5797 Mitchell Chan Oncology +1 240 477 3771 Lindsey Trickett Cardiovascular & Metabolic Diseases +1 240 543 7970 Nick Stone Respiratory +44 203 749 5716 Christer Gruvris Autoimmunity, Neuroscience & Infection +44 203 749 5711 US toll free +1 866 381 7277
This information is provided by RNS
The company news service from the London Stock Exchange
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March 07, 2017 09:30 ET (14:30 GMT)
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