ANNUAL FINANCIAL REPORT AstraZeneca PLC (the Company) announced today the publication of its Annual Report and Form 20-F Information 2015 (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 http://www.astrazeneca-annualreports.com/2015/. The Annual Report, together with the Notice of Annual General Meeting 2016 and Shareholders' Circular, 'AstraZeneca 2015 In Brief' and a covering letter from the Chairman will be despatched to shareholders on or about 18 March 2016. The meeting place for the Annual General Meeting (AGM) will be the Lancaster London Hotel, Lancaster Terrace, London, W2 2TY and the AGM will commence at 2.30 pm (BST) on 29 April 2016. EXPLANATORY NOTE AND WARNING Solely for the purposes of complying with Disclosure Rules and Transparency Rules (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 2015 announcement, issued on 4 February 2016, 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 8 March 2016 APPENDIX 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 21. 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 IP risks Failure to meet Impact development targets The development of any A succession of pharmaceutical product negative drug project candidate is a complex, results and a failure risky and lengthy process to reduce development involving significant timelines financial, R&D and other effectively, or produce resources, which may fail new products that at any stage of the achieve the expected process due to various commercial success, factors. These include could frustrate the failure to obtain the achievement of required regulatory or development targets, marketing approvals for adversely affect the the product candidate or reputation of our R&D its manufacturing capabilities, and is facilities; unfavourable likely to materially clinical efficacy data; adversely affect our safety concerns; failure business and results of of R&D to develop new operations. See also product candidates; Failure to achieve failure to demonstrate strategic priorities or adequate cost-effective to meet targets or benefits to regulatory expectations on page authorities and/or 225. payers; and the emergence of competing products. Because our business model and strategy rely on the success of relatively few compounds, the failure of any in line production may have a significant negative effect on our business or results of operations.Production and release schedules for biologics may be more significantly impacted by regulatory processes than other products. This is due to more complex and stringent regulation on the manufacturing of biologics and their supply chain. Delay to new product Impact launches Our continued success Significant delays to depends on the development anticipated launch and successful launch of dates of new products innovative new drugs. could have a material The anticipated launch adverse effect on our dates of major new financial condition products significantly and/or results of affect our business, operations. For including investment in example, for the launch large clinical studies; of products that are the manufacture of pre seasonal in nature, -launch product stocks; delays in regulatory investment in marketing approvals or materials pre-launch; manufacturing sales force training; and difficulties may delay the timing of anticipated launch to the next future revenue streams season which, in turn, from new Product Sales. may significantly Launch dates are primarily reduce the return on driven by our costs incurred in development programmes and preparing for the the demands from various launch for that factors, including season. In addition, a adverse findings in pre delayed launch may lead -clinical or clinical to increased costs if, studies, regulatory for example, demands, price marketing and sales negotiation, competitor efforts need to be activity and technology rescheduled or transfer. performed for longer than expected. Acquisitions and Impact strategic alliances, including licensing and collaborations, may be unsuccessful We seek licensing If we fail to complete arrangements and strategic these types of collaborations to expand collaborative projects our product portfolio and in a timely manner, on geographical presence as a cost-effective basis, part of our business or at all, this may strategy. Such licensing limit our ability to arrangements and strategic access a greater collaborations are key, portfolio of products, enabling us to grow and IP technology and strengthen the business. shared The success of such expertise.Additionally, arrangements is largely disputes or dependent on the difficulties in our technology and other IP relationship with our rights we acquire, and the collaborators or resources, efforts and partners may arise, skills of our often due to partners.Also, under many conflicting priorities of our licensing or conflicts of arrangements and interest between strategic collaborations, parties, which may we make milestone payments erode or eliminate the well in advance of the benefits of these commercialisation of the alliances.The products, with no incurrence of assurance that we will significant debt or recoup these payments.We liabilities due to may also seek to acquire the integration of an complementary businesses acquired business could or enter into other cause deterioration in strategic transactions. our credit rating and The integration of an result in increased acquired business could borrowing costs and involve incurring interest expense. We significant debt and may issue additional unknown or contingent shares to pay for liabilities, as well as acquired businesses, having a negative effect which would result in on our reported results the dilution of our of operations from then existing acquisition-related shareholders.Further, charges, amortisation of if liabilities are expenses related to uncovered in an intangibles and charges acquired business, an for the implementation of acquired business fails long-term assets. We may to perform in line with also experience expectations, or a difficulties in strategic transaction integrating does not deliver the geographically separated results we intended, organisations, systems and then the Group or our facilities, and personnel shareholders may suffer with different losses and may not organisational have adequate remedies cultures.Furthermore, we against the seller or experience strong third parties. competition from other Integration processes pharmaceutical companies may also result in in respect of licensing business disruption, arrangements, strategic diversion of management collaborations, and resources, the loss acquisition targets, and of key employees and therefore, we may be other issues, such as a unsuccessful in failure to integrate implementing some of our IT and other systems. intended projects or we may have to pay a significant premium over book or market values for our acquisitions. Difficulties obtaining and Impact maintaining regulatory approvals for new products We are subject to strict Delays in regulatory controls on the reviews and approvals commercialisation impact patient and processes for our market access. In pharmaceutical products, addition, post-approval including their requirements result in development, manufacture, increased costs and distribution and may impact the marketing. Safety, labelling and approval efficacy and quality status of currently must be established before marketed products. a drug can be marketed for a given indication. The criteria for establishing safety, efficacy and quality may vary by country or region and the submission of an application to regulatory authorities may or may not lead to the grant of marketing approval. Regulators can refuse to grant approval or may require additional data before approval is given, even though the medicine may already be launched in other countries. Approved products are also subject to regulations, and a failure to comply can potentially result in losing regulatory approval to market our products. Regulations may require a company to conduct additional clinical trials after a drug's approval, which can result in increased costs, labelling challenges or loss of regulatory approval.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. Existing marketed products are also subject to these same forces, and new data and meta-analyses have the potential to drive changes in the approval status or labelling. 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.Unanticipated and unpredictable policy making by governments and regulators can adversely influence regulatory decision making, often leading to severe delays in regulatory approval. The predictability of the outcome and timing of review processes remains challenging due to evolving regulatory science, competing regulatory priorities, unpredictable policy making and limits placed on regulatory authority resources. Failure to obtain and Impact enforce effective IP protection Our ability to obtain and Limitations on the enforce patents and availability of patent other IP rights in protection or the use relation to our products of compulsory licensing is an important element in in certain countries in protecting our which we operate investment in R&D and could have a material creating long-term value adverse effect on the for the business. Some pricing and sales of countries in which we our products and, operate are still consequently, could developing their IP materially adversely laws, others are limiting affect our revenues the applicability of their from those products. IP laws to certain More information about pharmaceutical inventions. protecting our IP, the Certain countries may seek risk of patent to limit or deny litigation and the effective IP protection early loss of IP rights for pharmaceuticals is contained in the because of adverse Intellectual Property political perspectives section on page 60, the around the desirability of Effects of patent appropriate IP protection litigation in respect for pharmaceuticals. of IP rights risk on page 218 and the Expiry or loss of, or limitations to, IP rights and consequential pressure from generic competition risk on page 215. Commercialisation risks Expiry or loss of, or limitations to, IP Impact rights and consequential pressure from generic competition A pharmaceutical product is protected from If challenges to our being copied for the limited period of IP by generic drug protection under patent rights and/or manufacturers related IP rights such as Regulatory Data succeed and generic Protection or Orphan Drug status. This products are period of protection helps us recoup our launched, or generic overall R&D investment. Early loss of IP products are rights may threaten our ability to recoup launched 'at risk' our investment in a patent product. Expiry on the expectation or loss of these rights can materially that challenges to adversely affect our revenues and our IP will be financial condition due to the launch of successful, this may generic copies of the product in the materially adversely country where the rights have expired or affect our revenues been lost (see the Patent Expiries section and financial on pages 210 and 211, which contains a condition. table of certain patent expiry dates for our Furthermore, if key marketed products). Products protected limitations on the by our IP account for a significant availability, scope proportion of our revenues. For example, or enforceability in 2015, US Product Sales for Crestor and of patent protection Seroquel XR were $2,844 million (2014: are implemented in $2,918 million) and $716 million (2014: $738 jurisdictions in million), respectively. Additionally, the which we operate, expiry or loss of patents covering other generic innovator companies' products may also lead manufacturers in to increased competition and pricing these countries may pressure for our own, still-patented, be increasingly able products in the same product class due to to introduce the availability of lower priced generic competing products products in that product class. Typically, to the market products under patent protection or within earlier than they the period of Regulatory Data Protection would have been generate significantly higher revenues able to, had more than those not protected by such rights.A robust patent pharmaceutical product competes with other protection or products marketed by research-based Regulatory Data pharmaceutical companies and approved for Protection been the same condition, as well as with generic available. drugs for that condition marketed by generic drug manufacturers. Generic versions of products are often sold at lower prices than branded products, as the manufacturer does not have to recoup the significant cost of R&D investment and market development. The majority of our patented products, including Nexium, Crestor and Seroquel XR, are subject to pricing pressures due to competition from generic copies of these products and from generic forms of other drugs in the same product class (for example, generic forms of Losec/Prilosec, Lipitor and Seroquel IR). Additionally, generic manufacturers are often able to invest more resources in the marketing of their products than we do, due to their lack of R&D expenses.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, as detailed in Note 27 to the Financial Statements from page 186, we are currently facing challenges from numerous generic drug manufacturers regarding our patents relating to key products, including Brilinta, Faslodex, Seroquel XR, Byetta, Daliresp, Onglyza and Crestor (which goes off-patent in the US in May 2016). Patent challenges are also discussed in the Effects of patent litigation in respect of IP rights risk on page 218. Generic manufacturers may also take advantage of the failure of certain countries to properly enforce Regulatory DataProtection and may launch generics during this protected period. This is a particular risk in some Emerging Markets where appropriate patent protection may be difficult to obtain or enforce. Abbreviated approval processes for Impact biosimilars While no application for a biosimilar has The extent to which been made in relation to an AstraZeneca biosimilars would biologic, various regulatory authorities differ from are implementing or considering abbreviated patented biologics approval processes for biosimilars that on price is unclear. would compete with patented biologics.For However, due to example, in 2010, the US enacted the their complex Biologics Price Competition and Innovation nature, it is Act within the ACA, which contains general uncertain whether directives for biosimilar applications. The biosimilars would FDA issued final guidance in April 2015 on have the same impact implementing an abbreviated biosimilar on patented approval pathway. In March 2015, the FDA biologics that approved the first biosimilar product generic products submitted under the abbreviated biosimilar have had on patented pathway. However, significant questions small molecule remain, including standards for products. In designation of interchangeability and data addition, it is collection requirements to support uncertain when any extrapolation of indications. In addition, such abbreviated due to the recent submissions and approval processes approvals of abbreviated biosimilar may be fully applications, a number of legal challenges realised, construing the requirements of the particularly for abbreviated biosimilar pathway are under more complex protein review. For example, in July 2015, the US molecules such as Court of Appeals for the Federal Circuit MAbs. Such processes held that biosimilar applicants were not may materially and required to provide copies of the biosimilar adversely affect the application or manufacturing information future commercial but needed to provide 180-day commercial prospects for marketing notice to the reference sponsor. patented biologics, Although this decision and other ongoing such as the ones legal challenges do not directly impact an that we produce. AstraZeneca biologic, uncertainty regarding the abbreviated biosimilar approval pathway may remain until these initial legal challenges reach final conclusion.In Europe, the EMA published final guidelines on similar biologics containing MAbs and in May 2012, the first MAb biosimilar application was submitted with recommendation for approval made by the EMA. Notably, various jurisdictions have adopted either the EMA guidelines or those set forth by WHO to enable biosimilars to enter the market after discrete periods of data exclusivity. Political and socio-economic conditions Impact We operate in over 100 countries around the Deterioration of, or world, some of which may be subject to failure to improve, political and social instability. There may socio-economic be disruption to our business if there is conditions, and instability in a particular geographic situations and/or region, including as a result of war, resulting events, terrorism, riot, unstable governments, depending on their civil insurrection or social unrest. For severity, could instance, our operational risks in Ukraine adversely affect our have increased due to growing political and supply and/or economic uncertainty in the region. distribution chain in the affected countries and the ability of customers or ultimate payers to purchase our medicines. This could adversely affect our business or results of operations. Broader economic developments, such as potential international sanctions and global oil price developments, could exacerbate this effect in the Ukrainian and Russian markets. Developing our business in Emerging Markets Impact The development of our business in Emerging The failure to Markets is a critical factor in exploit potential determining our future ability to sustain or opportunities increase our global Product Sales. This appropriately in poses various challenges including: more Emerging Markets or volatile economic conditions and/or materialisation of political environments; competition from the risks and multinational and local companies with challenges of doing existing market presence; the need to business in such identify and to leverage appropriate markets, including opportunities for sales and marketing; inadequate protection poor IP protection; inadequate protection against crime against crime (including counterfeiting, (including corruption and fraud); inadequate counterfeiting, infrastructure to address disease corruption and fraud) outbreaks (such as the Ebola virus); the or inadvertent need to impose developed market compliance breaches of local and standards; the need to meet a more diverse international law may range of national regulatory, clinical and materially adversely manufacturing requirements; inadvertent affect our breaches of local and international law; not reputation, business being able to recruit appropriately or results of skilled and experienced personnel; operations. identification of the most effective sales and marketing channels and route to market; and interventions by national governments or regulators restricting market access and/or introducing adverse price controls. Challenges to achieving commercial success Impact of new products The successful launch of a new If a new product does pharmaceutical product involves not succeed as substantial investment in sales and anticipated or its marketing activities, launch stocks and rate of sales growth other items. The commercial success of our is slower than new medicines is particularly important to anticipated, there is replace lost Product Sales following patent a risk that we may expiry. We may ultimately be unable to be unable to fully achieve commercial success for any number of recoup the costs reasons. These include difficulties in incurred in launching manufacturing sufficient quantities of the it, which could product candidate for development or materially adversely commercialisation in a timely manner, the affect our business impact of price control measures imposed by or results of governments and healthcare authorities, operations.Due to the the outcome of negotiations with third party complexity of the payers, erosion of IP rights, including commercialisation infringement by third parties, failure to process for show a differentiated product profile and biologics, the changes in prescribing habits.As a result, methods of we cannot be certain that compounds distributing and currently under development will achieve marketing biologics success, and our ability to accurately could materially assess, prior to launch, the eventual adversely impact our efficacy or safety of a new product once revenues from the in broader clinical use can only be based on sales of biologics data available at that time, which is medicines, such as inherently limited due to relatively short Synagis and periods of product testing and relatively FluMist/Fluenz. small clinical study patient samples. The commercialisation of biologics is often more complex than for small molecule pharmaceutical products, primarily due to differences in the mode of administration, technical aspects of the product, and rapidly changing distribution and reimbursement environments.Our products are subject to competition by other products approved for the same or similar indication, and the approval of a competitive product that is considered superior, or equivalent to, one of our products may result in immediate and significant decreases in our revenues. Effects of patent litigation in respect of Impact IP rights Any of the IP rights protecting our products Managing or may be asserted or challenged in IP litigating litigation and/or patent office proceedings infringement disputes initiated against or by external parties. over so-called We expect our most valuable products to 'freedom to operate' receive the greatest number of challenges. can be costly. We may Despite our efforts to establish and be subject to defend robust patent protection for our injunctions against products, we may not succeed in protecting our products or or enforcing our patents in such litigation processes and be or other challenges.We bear the risk that liable for damages or courts may decide that third parties do royalties. We may not infringe our asserted IP rights. This need to obtain costly may result in AstraZeneca losing licences. These risks exclusivity and/or erosion of revenues.Where may be greater in we assert our IP rights but are ultimately relation to biologics unsuccessful, third parties may seek and vaccines, where damages, alleging, for example, that they patent infringement have been inappropriately restrained from claims may relate entering the market. In such cases, we to discovery or bear the risk that we incur liabilities to research tools, and those third parties.We also bear the risk manufacturing methods that we may be found to infringe patents and/or biological owned or licensed exclusively by third materials. While we parties, including research-based and seek to manage such generic pharmaceutical companies and risks by, for individuals. Third parties may seek example, acquiring damages for alleged patent infringement. In licences, forgoing the US, they may also seek enhanced (ie up certain activities or to treble) damages for alleged wilful uses, or modifying infringement of their patents.Details of processes to avoid material patent litigation matters can be infringement claims found in Note 27 to the Financial Statements and permit from page 186. commercialisation of our products, such steps can entail significant cost and there is no guarantee that they will be successful.If we are not successful in maintaining exclusive rights to market one or more of our major products, particularly in the US where we achieve our highest Product Sales, our revenue and margins could be materially adversely affected.Unfavourable resolution of such current and similar future patent litigation matters could subject us to damages (including enhanced damages), require us to make significant provisions in our accounts relating to legal proceedings and/or could materially adversely affect our financial condition or results of operations. Price controls and reductions Impact Most of our key markets have experienced the Due to these pricing implementation of various cost control or pressures, there can reimbursement mechanisms for be no certainty pharmaceutical products.For example, in the that we will be able US, prices are being depressed through to charge prices for restrictive reimbursement policies and cost a product that, in a control tools such as restricted lists and particular country formularies, which employ 'generic first' or in the aggregate, strategies and/or require physicians to enable us to earn an obtain prior approval for the use of a adequate return on branded medicine where a generic our product alternative exists. These mechanisms can be investment. These used by payers to limit the use of branded pressures, including products and put pressure on manufacturers the increasingly to reduce net prices. In addition, payers restrictive are shifting a greater proportion of the reimbursement cost of branded medicines to the patient via policies to which we out-of-pocket payments at the pharmacy are subject, as well counter. The patient out-of-pocket spend is as potential generally in the form of a co-payment or, legislation that in some cases, a co-insurance, which is expands the designed, principally, to encourage commercial patients to use generic medicines.In importation of Emerging Markets, governments are medicines into the increasingly controlling pricing in the US, could materially self-pay sector and favouring locally adversely affect our manufactured drugs.A summary of the business or results principal aspects of price regulation and of operations.We how pricing pressures are affecting our expect these pricing business in our most important markets is pressures will set out in Pricing of medicines in the continue, and may Marketplace section on page 14 and increase.ImpactWhile overleaf in the following risk new patients entering factor.Economic, regulatory and political the US healthcare pressuresWe face continued economic, system due to the ACA regulatory and political pressures to may lead to a slight limit or reduce the cost of our products. In increase in 2010, the US enacted the ACA, a prescription drug comprehensive health reform law that utilisation, we expands insurance coverage, implements expect that our delivery system reforms and places a financial and other renewed focus on cost and quality. In terms costs resulting from of specific provisions impacting our the ACA, many of industry, the law mandates higher rebates which we are unable and discounts on branded drugs for certain to accurately Medicare and Medicaid patients as well as estimate, will far an industry-wide excise fee. Implementation outweigh any of several health system delivery reforms increase in Product included in the ACA has commenced and will Sales.The continued continue through 2018. The ACA expands the disparities in EU and patient population eligible for Medicaid and US pricing systems provides new insurance coverage for could lead to marked individuals through state and federally price differentials operated health insurance exchanges. In between markets, general, patients enrolled in the which, by way of exchanges are subject to higher cost sharing the implementation of obligations and may not have as robust existing or new access to prescription drugs as compared to reference pricing patients enrolled in Medicare Part D or mechanisms, commercial plans. Based, in part, on the increases the pricing impact of ACA to other healthcare sectors, pressure affecting there is ongoing scrutiny of the US the industry. The pharmaceutical industry that could result importation of in further government intervention and pharmaceutical financial constraint. Many stakeholders, products from including some in Congress and others in the countries where broader healthcare system, such as health prices are low due to plans, have dramatically increased their government price criticism over the value of medicines in the controls, or other US and have placed a stronger emphasis on market dynamics, to innovative therapies. Such criticism and countries where focus on the value of medicines has prices for those resulted in proposed policy and legislative products are higher, changes at the state and federal levels is already prevalent aimed at imposing price controls on and may increase. medicines and increasing price Increased transparency. For more information, please transparency of net see Regulatory requirements and Pricing of prices and medicines in the Marketplace section from strengthened page 13 and page 14, respectively.In the EU, collaboration by efforts by the EC to reduce governments may inconsistencies and improve standards in the accelerate the disparate national pricing and development of reimbursement systems met with little further cost immediate success as Member States guard containment policies their right to make healthcare budget (such as decisions. The industry continues to be procurement or the exposed in Europe to various ad hoc cost comparison of net -containment measures and reference prices etc). pricing mechanisms, which impact prices. There is a trend towards increasing transparency and comparison of prices among EU Member States. Recent controversy regarding the high price of a drug marketed by one of our competitors for chronic hepatitis C may provoke further EU collaboration and may eventually lead to a change in the overall pricing and reimbursement landscape.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.Further information regarding these pressures is contained in Regulatory requirements and Pricing of medicines in the Marketplace section from page 13 and page 14, respectively. Illegal trade in our productsThe illegal ImpactPublic loss of trade in pharmaceutical products is widely confidence in the recognised by industry, non-governmental integrity of organisations and governmental authorities pharmaceutical to be increasing. Illegal trade includes products as a result counterfeiting, theft and illegal diversion of illegal trade (that is, when our products are found in a could materially market where we did not send them and where adversely affect our they are not approved or not reputation and permitted/allowed to be sold). There is a financial risk to public health when illegally performance. In traded products enter the supply chain, as addition, undue or well as associated financial risk. misplaced concern Authorities and the public expect us to help about this issue may reduce opportunities for illegal trade in cause some patients our products through securing the integrity to stop taking their of our supply chain, surveillance, medicines, with investigation and supporting legal action consequential risks against those found to be engaged in to their health. illegal trade. Authorities may take action, financial or otherwise, if they believe we are liable for breaches in our own supply chains.There is also a direct financial loss when counterfeit and/or illegally diverted products replace sales of genuine products; or genuine products are recalled following discovery of counterfeit products; or products which have been the subject of theft or illegal diversion are recalled; or illegally diverted products replace sales of products which are approved/allowed for sale in a market. Increasing implementation and enforcement of Impact more stringent anti-bribery and anti -corruption legislation There is an increasing global focus on the Despite taking implementation and enforcement of anti measures to prevent -bribery and anti-corruption breaches of legislation.For example, in the UK, the applicable anti Bribery Act 2010 has extensive extra -bribery and anti -territorial application, and imposes -corruption laws by organisational liability for any bribe our personnel and paid by persons or entities associated with associated third an organisation where the organisation parties, breaches failed to have adequate preventative may still occur, controls in place at the time of the potentially offence. In the US, there has been resulting in the significant enforcement activity in imposition of respect of the Foreign Corrupt Practices Act significant by the SEC and DOJ against US companies penalties, such as and non-US companies listed in the US. China fines, the and other countries are also enforcing requirement to their own anti-bribery laws more comply with aggressively and/or adopting tougher new monitoring or self measures.We are the subject of current -reporting anti-corruption investigations and there can obligations, or be no assurance that we will not, from debarment or time to time, continue to be subject to exclusion from informal inquiries and formal investigations government sales or from governmental agencies. In the context reimbursement of our business, governmental officials programmes, any of interact with us in various roles that are which could important to our operations, such as in the materially adversely capacity of a regulator, partner or affect our healthcare payer, reimburser or prescriber, reputation, business among others. Details of these matters are or results of included in Note 27 to the Financial operations. Statements from page 186. Failure to adhere to applicable laws, Impact rules and regulations Any failure to comply with applicable laws, Failure to comply rules and regulations may result in civil with applicable and/or criminal legal proceedings being laws, including filed against us, or in us becoming subject ongoing control and to regulatory sanctions. Regulatory regulation, could authorities have wide-ranging administrative materially adversely powers to deal with any failure to comply affect our business with continuing regulatory oversight and or results of this could affect us, whether such failure operations. For is our own or that of our contractors or example, once a external partners. product has been approved for marketing by the regulatory authorities, it is subject to continuing control and regulation, such as the manner of its manufacture, distribution, marketing and safety surveillance. For example, if regulatory issues concerning compliance with current Good Manufacturing Practice or safety monitoring regulations for pharmaceutical products (often referred to as pharmacovigilance) arise, this could lead to loss of product approvals, product recalls and seizures, and interruption of production, which could create product shortages and delays in new product approvals, and negatively impact patient access and our reputation. Failure of information technology and Impact cybercrime We are dependent on effective IT systems. Any significant These systems support key business disruption to these functions such as our R&D, manufacturing, IT systems, supply chain and sales capabilities and are including breaches an important means of safeguarding and of data security or communicating data, including critical or cybersecurity, or sensitive information, the confidentiality failure to integrate and integrity of which we rely on.Examples new and existing of sensitive information that we protect IT systems, could include loss of clinical trial records harm our reputation (patient names and treatments), personal and materially information (employee bank details, home adversely affect our address), intellectual property of financial condition manufacturing process and compliance, key or results of research science techniques, AstraZeneca operations.While we property (theft) and privileged access have invested (rights to perform IT tasks).The size and heavily in the complexity of our IT systems, and those of protection of our our third party vendors (including outsource data and IT, we may providers) with whom we contract, have be unable to prevent significantly increased over the past decade breakdowns or and makes such systems potentially breaches in our vulnerable to service interruptions and systems that could security breaches from attacks by result in disclosure malicious third parties, or from intentional of confidential or inadvertent actions by our employees or information, damage vendors. to our reputation, regulatory penalties, financial losses and/or other costs.Significant changes in the business footprint and the implementation of the IT strategy, including the creation and use of captive offshore Global Technology Centres, could lead to temporary loss of capability.The inability to effectively backup and restore data could lead to permanent loss of data that could result in non -compliance with applicable laws and regulations.We and our vendors could be susceptible to third party attacks on our information security systems. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives and expertise, including criminal groups, 'hacktivists' and others. From time to time we experience intrusions, including as a result of computer -related malware. Any expected gains from productivity initiatives are uncertain We continue to implement various productivity initiatives and restructuring programmes with the aim of enhancing the long-term efficiency of the business. However, anticipated cost savings and other benefits from these programmes are based on estimates and the actual savings may vary significantly. In particular, these cost-reduction measures are often based on current conditions and cannot always take into account any future changes to the pharmaceutical industry or our operations, including new business developments or wage or price increases. Impact If inappropriately managed, the expected value of these initiatives could be lost through low employee engagement and hence productivity, increased absence and attrition levels, and industrial action. Our failure to successfully implement these planned cost-reduction measures, either through the successful conclusion of employee relations processes (including consultation, engagement, talent management, recruitment and retention), or the possibility that these efforts do not generate the level of cost savings we anticipate, could materially adversely affect our business or results of operations. Failure of outsourcing Impact We have outsourced various business-critical The failure of operations to third party providers. This outsource providers includes certain R&D processes, IT to deliver timely systems, HR and finance, tax and accounting services, and to the services. required level of quality, and the failure of outsource providers to co-operate with each other, could materially adversely affect our financial condition or results of operations. In addition, such failures could adversely impact our ability to meet business targets, maintain a good reputation within the industry and with stakeholders, and result in non -compliance with applicable laws and regulations.A failure to successfully manage and implement the integration of IT infrastructure services provided by our outsource providers could create disruption, which could materially adversely affect our business or results of operations.In addition, failure to manage outsourcing or insourcing transition processes may disrupt our business. For instance, as we transition services that previously were outsourced to our service centre in Chennai (India), incumbent outsource providers may cease to continue to provide the same level of resources and quality of service. Failure to attract and retain key Impact personnel and failure to successfully engage with our employees We rely heavily on recruiting and retaining The inability to talented employees with a diverse range of attract and retain skills and capabilities to meet our highly skilled strategic objectives. For example, the personnel, in success of our science activities depends particular those in largely on our ability to attract and retain key scientific and sufficient numbers of high-quality leadership positions researchers and development specialists. We and those in our face intense competition for well talent pools, may -qualified individuals, as the supply of weaken our people with specific skills and succession plans for significant leadership potential or in critical positions specific geographic regions may be in the medium term, limited.Our ability to achieve high levels may materially of employee engagement in the workforce, adversely affect the and hence benefit from strong commitment and implementation of motivation, is key to the successful our strategic delivery of our business objectives. objectives and could ultimately impact our business or results of operations.Failure to engage effectively with our employees could lead to business disruption in our day-to-day operations, reduce levels of productivity and/or increase levels of voluntary turnover, all of which could ultimately adversely impact our business or results of operations.While we are committed to working on improving drivers of engagement, such as increasing our employees' understanding of our strategy and our ongoing efforts to reduce organisational complexity, our efforts may be unsuccessful. Supply chain and business execution ImpactManufacturing, risksDifficulties and delays in the forecasting, manufacturing, distribution and sale of distribution and our productsWe may experience difficulties sales difficulties and delays in manufacturing our products, may result in such as:> Supply shortages associated with product shortages gaps between forecasted and actual demand and significant for products.> Supply chain disruptions, delays, which may including those due to natural or man-made lead to lost disasters at one of our facilities or at a Product Sales and critical supplier or vendor.> Delays materially adversely related to the construction of new affect our business, facilities or the expansion of existing financial facilities, including those intended to condition or results support future demand for our products.> of Inability to supply products due to a operations. Impact 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.Reliance on third party goods and services We increasingly rely on third parties for Third party supply the timely supply of goods, such as raw failure could lead materials (for example, the API in some of to significant our medicines), equipment, formulated drugs delays and/or and packaging, and services, all of which difficulties in are key to our operations. Many of these obtaining goods and goods are difficult to substitute in a services on timely manner or at all.Unexpected events commercially and/or events beyond our control could acceptable terms result in the failure of the supply of goods and/or adversely and services. For example, suppliers of affect AstraZeneca's key goods may cease to trade or experience reputation. This supply chain failures such as those may materially described under the risk above. In addition, adversely affect our we may experience limited supply of business, financial biological materials, such as cells, animal condition or products or by-products. Furthermore, results of government regulations could result in operations.Loss of restricted access to, use or transport of access to sufficient such materials.Manufacturing sources of key goods biologicsManufacturing biologics, especially and biological in large quantities, is complex and may materials or require the use of innovative technologies services may to handle living micro-organisms and interrupt or prevent facilities specifically designed and planned research validated for this purpose, with activities and/or sophisticated quality assurance and control increase our costs. procedures.Final market release of a Further information biologic depends on a number of in-process is contained in manufacturing and supply chain parameters to Working with ensure the product conforms with its suppliers in safety, identity and strength requirements Manufacturing and and meets its quality and purity Supply on page characteristics.Biologics production 47.ImpactSlight facilities, especially for drug substance variations in any manufacture, are very specialised and can part of the take years to develop and bring on line as manufacturing licensed facilities. Predicting demand for process or certain classes of biologics, especially components may lead prior to launch, can be challenging. We to a product that expect that external capacity for biologics does not meet its drug substance production will remain stringent design constrained for the next several years and, specifications. accordingly, may not be readily available Failure to meet for supplementary production in the event these specifications that we experience unforeseen need for may lead to such capacity. recalls, spoilage, drug product shortages, regulatory action and/or reputational harm. Legal; regulatory and compliance Impact risksAdverse outcome of litigation and/or governmental investigations We may be subject to various product Governmental liability, consumer commercial, anti-trust, investigations for environmental, employment or tax example, under the litigation or other legal proceedings and Foreign Corrupt Practices governmental investigations. Litigation, Act or federal or state particularly in the US, is inherently False Claims Acts or legal unpredictable and unexpectedly high awards proceedings, regardless for damages can result from an adverse of their outcome, could be verdict. In many cases, plaintiffs may claim costly, divert management enhanced damages in extremely high attention, or damage our amounts. In particular, the marketing, reputation and demand for promotional, clinical and pricing our products. Unfavourable practices of pharmaceutical manufacturers, resolution of current as well as the manner in which and similar future manufacturers interact with purchasers, proceedings against us prescribers and patients, are subject to could subject us to extensive regulation, litigation and criminal liability, fines, governmental investigation. Many penalties or other companies, including AstraZeneca, have been monetary or non-monetary subject to claims related to these remedies, including practices asserted by federal and state enhanced damages, require governmental authorities and private us to make significant payers and consumers, which have resulted in provisions in our accounts substantial expense and other significant relating to legal consequences. Note 27 to the Financial proceedings and could Statements from page 186 describes the materially adversely material legal proceedings in which we are affect our business or currently involved. results of operations. Failure to adhere to applicable laws, rules ImpactWhere a government and regulations relating to anti authority investigates our -competitive behaviourAny failure to comply adherence to competition with laws, rules and regulations relating laws, or we become subject to anti-competitive behaviour may expose us to private party to regulatory sanctions and/or lawsuits lawsuits, this may result from governmental authorities and private, in inspections of our nongovernmental entities.Certain of our sites or requests for commercial arrangements with generics documents and other companies, which have sought to settle information. Competition patent challenges on terms acceptable to investigations or legal both innovator and generics manufacturer, proceedings could be costly, divert management attention or damage our reputation and demand for our products.Unfavourable resolution of such current and similar future proceedings against us could subject us to fines and penalties, may be subject to challenge by competition including enhanced (ie up authorities.Details of material litigation to treble) damages, matters which raise allegations of require us to make anticompetitive behaviour can be found in significant provisions in Note 27 to the Financial Statements from our accounts relating to page 186.Substantial product liability legal proceedings and claims could materially adversely affect our business results of operations, including, by requiring us to change our commercial practice.Impact Any failure to comply with laws, rules and Significant product regulations relating to the manufacturing, liability claims can design, and provision of appropriate result in requests for warnings concerning the dangers and risks of documents and other our medicines that result in injuries information. These legal allegedly caused by the use of our medicines proceedings could be could expose us to large product liability costly, divert management damages claims, settlements and awards, attention or damage our particularly in the US. Adverse publicity reputation and demand relating to the safety of a product or of for our other competing products may increase the products.Unfavourable risk of product liability claims.Details resolution of such current of material product liability litigation and similar future matters can be found in Note 27 to the product liability claims Financial Statements from page 186. could subject us to enhanced damages, require us to make significant provisions in our accounts relating to legal proceedings and could materially adversely affect our financial condition or results of operations, particularly where such circumstances are not covered by insurance. For more information, see the Limited third party insurance coverage risk on page 226. Failure to adhere to applicable laws, rules ImpactWhile we carefully and regulations relating to environment, manage compliance and any health and safety; environmental and known liabilities, and occupational health and safety work to stay ahead of liabilitiesAny failure to comply with laws, policy and legislative rules and regulations relating to the developments, if a environment or occupational health or safety significant compliance may expose us to regulatory sanctions issue, environmental, and/or lawsuits from governmental occupational health or authorities and private, non-governmental safety incident or legal entities. Additionally, the failure to requirement for which we adequately anticipate and proactively manage are responsible were to emerging policy and legal developments arise, this could result associated with the environment, health and in us being responsible safety could adversely affect our licence for fines and penalties, to operate and/or reputation.We have damages, and other costs. environmental and/or occupational health and In some circumstances, safety-related liabilities at some such liability could currently and formerly owned, leased and materially adversely third party sites, the most significant of affect our business or which are detailed in Note 27 to the results of operations. In Financial Statements from page 186. addition, our financial provisions for any obligations that we may have relating to environmental or occupational health and safety liabilities may be insufficient if the assumptions underlying the provisions, including for example our assumptions regarding the portion of waste at a site for which we are responsible, prove incorrect or if we are held responsible for additional contamination or occupational health and safety-related claims. Misuse of social media platforms and new Impact technology We increasingly use the internet, digital Inappropriate use of content, social media, mobile applications certain media vehicles and other forms of new technology to could lead to the communicate internally and externally. The unauthorised or accessibility and instantaneous nature of unintentional public interactions with such media may facilitate disclosure of sensitive or exacerbate the risk of data leakages information (such as from within AstraZeneca or false or personally identifiable misleading statements being made about information on employees, AstraZeneca, which may damage our healthcare professionals reputation. As existing social media or patients, for example, platforms expand and evolve, and new social those enrolled in our media platforms emerge, it becomes clinical trials), which increasingly challenging to identify new may damage our reputation, points of entry and to put structures in adversely affect our place to secure and protect information. business or results of operations and expose us to legal risks, as well as additional legal obligations. Similarly, the involuntary public disclosure of commercially sensitive information, such as trade secrets through external media channels, or an information loss could adversely affect our business or results of operations. In addition, negative posts or comments on social media websites or other digital channels or new forms of technology about us or, for example, the safety of our products, could harm our reputation. Economic and financial risksFailure to ImpactThere can be no achieve strategic priorities or to meet guarantee that our targets or expectationsWe may from time to financial targets or time communicate our business strategy or expectations will our targets or expectations regarding our materialise on the future financial or other performance (for expected timeline or at example, the expectations described in all. Actual results may Future prospects in the Financial Review deviate materially and on page 76). All such statements are of a adversely from any such forward-looking nature and are based on target or expectation, assumptions and judgements we make, all of including if one or more which are subject to significant inherent of the assumptions or risks and uncertainties, including risks judgements underlying and uncertainties that we are unaware of any such target or and/or that are beyond our control.Any expectation proves to be failure to successfully implement our incorrect in whole or in business strategy may frustrate the part.ImpactWhile we have achievement of our financial or other adopted cash management targets or expectations and, in turn, and treasury policies to materially damage our brand and materially manage this risk (see the adversely affect our business, financial Financial risk management position or results of operations.Adverse policies section of the impact of a sustained economic downturnA Financial Review on page variety of significant risks may arise from 76), we cannot be certain a sustained global economic downturn that these will be as including for example the economic effective as they are slowdown in China, our second largest intended to be, in market. Additional pressure from particular in the event of governments and other healthcare payers on a global liquidity medicine prices and volumes of sales in crisis. In addition, open response to recessionary pressures on positions where we are budgets may cause a slowdown or a decline owed money and we have in growth in some markets. In some cases, made in financial those governments most severely impacted institutions or money by the economic downturn may seek market funds cannot be alternative ways to settle their debts guaranteed to be through, for example, the issuance of recoverable. Additionally, government bonds which might trade at a if we need access to discount to the face value of the debt.In external sources of addition, our customers may cease to trade, financing to sustain which may result in losses from writing and/or grow our business, off debts, or the sustained economic such as the debt or downturn may unfavourably affect the equity capital financial spending patterns of the consumers of our markets, this may not be products.We are highly dependent on being available on commercially able to access a sustainable flow of acceptable terms, if at liquid funds due to the high fixed costs of all, in the event of a operating our business and the long and severe and/or sustained uncertain development cycles of our economic downturn. This products. In a sustained economic may, for instance, be the downturn, financial institutions with whom case in the event of any we deal may cease to trade and there can default by the Group on be no guarantee that we will be able to its debt obligations, access monies owed to us without a which may materially protracted, expensive and uncertain process, adversely affect our if at all.More than 95% of our cash ability to secure debt investments are managed centrally and are funding in the future or invested in collateralised bank deposits or our financial condition AAA credit rated institutional money in general. Further market funds. Money market funds are backed information on debt by institutions in the US and the EU, funding arrangements is which, in turn, invest in other funds, contained in the Financial including sovereign funds. This means our risk management policies credit exposure is a mix of US and EU section of the Financial sovereign default risk and financial Review on page institution default risk.Fluctuations in 76.ImpactMovements in the exchange ratesAs a global business, currency exchange rates used to fluctuations can significantly affect our translate foreign results of operations, which are reported in currencies into US dollars US dollars. Approximately 40% of our may materially adversely global 2015 Product Sales were in the US, affect our financial which is expected to remain our largest condition or results of single market for the foreseeable future. operations. Additionally, Product Sales in other countries are some of our subsidiaries predominantly in currencies other than the import and export goods US dollar, including the euro, Japanese yen, and services in currencies Chinese renminbi, Australian dollar and other than their own Canadian dollar. We have a growing exposure functional currency, and to Emerging Market currencies, some of so the financial results which are subject to exchange controls, and of such subsidiaries these currencies, such as that of could be affected by Venezuela, may be subject to material currency fluctuations devaluations against the US dollar. Major arising between the components of our cost base are located in transaction dates and the the UK and Sweden, where an aggregate of settlement dates for these approximately 20% of our employees are transactions. In based.Limited third party insurance addition, there are coverageIn recent years, the costs foreign exchange associated with product liability differences arising on the litigation have increased the cost of, and translation of equity narrowed the coverage afforded by, investments in pharmaceutical companies' product liability subsidiaries. ImpactIf we insurance. To contain insurance costs in are found to have a recent years, we have continued to adjust financial liability due to our coverage profile, accepting a greater product liability or degree of uninsured exposure. The Group other litigation, in has not held any material product liability respect of which we do not insurance since February 2006. In have insurance coverage, addition, where claims are made under or if an insurer's denial insurance policies, insurers may reserve of coverage is ultimately the right to deny coverage on various upheld, this could grounds. For example, product liability require us to make litigation cases relating to Crestor and significant provisions in Nexium in the US are not covered by third our accounts relating to party product liability insurance. See Note legal proceedings and 27 to the Financial Statements from page could materially adversely 186 for details.TaxationThe integrated affect our business or nature of our worldwide operations can results of operations.For produce conflicting claims from revenue more information, please authorities as to the profits to be taxed see the Substantial in individual countries. The majority of the product liability claims jurisdictions in which we operate have risk on page 223.ImpactThe double tax treaties with other foreign resolution of these jurisdictions, which provide a framework disputes can result in a for mitigating the incidence of double reallocation of profits taxation on our revenues and capital between jurisdictions and gains.AstraZeneca's worldwide operations are an increase or decrease in taxed under laws in the jurisdictions in related tax costs, and which they operate. International standards has the potential to governing the global tax environment affect our cash flows and regularly change. The Organisation for EPS. Claims, regardless Economic Co-operation and Development (OECD) of their merits or their has proposed a number of changes under the outcome, are costly, Base Erosion and Profit Shifting (BEPS) divert management Action Plans.PensionsOur pension obligations attention and may are largely backed by assets invested adversely affect our across the broad investment market. Our most reputation.If any of these significant obligations relate to the UK double tax treaties should pension fund. be withdrawn or amended, especially in a territory where a member of the Group is involved in a taxation dispute with a tax authority in relation to cross-border transactions, such withdrawal or amendment could materially adversely affect our business or results of operations, as could a negative outcome of a tax dispute or a failure by the tax authorities to agree through competent authority proceedings. See the Financial risk management policies section of the Financial Review on page 76 for tax risk management policies and Note 27 to the Financial Statements on page 186 for details of current tax disputes.Changes in tax regimes could result in a material impact on the Group's cash tax liabilities and tax charge, resulting in either an increase or a reduction in financial results depending upon the nature of the change. We represent views to OECD, governments and tax authorities through public consultations to ensure international institutions and governments understand the business implications of law changes. Specific OECD BEPS recommendations that we expect to impact the Group include changes to patent box regimes, restrictions of interest deductibility and revised transfer pricing guidelines.ImpactSustained falls in these asset values could reduce pension fund solvency levels, which may result in requirements for additional cash, restricting the cash available for business growth. Similarly, 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. See Note 20 to the Financial Statements from page 166 for further details of the Group's pension obligations. APPENDIX 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 2015 announcement that was published on 4 February 2016. 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 4 February 2016 Pascal Soriot Director APPENDIX 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.
Annual Financial Report
| Source: AstraZeneca PLC