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Page 1: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

Annual Report 2002

Page 2: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

Mitsubishi Pharma Corporation1

Net Sales(¥ in millions)

Net Income(¥ in millions)

Total Assets(¥ in millions)

19

9,15

7

181,

413

228,

983

8,

135

2,72

8

8,98

8

29

5,23

6

287,

699

352,

564

’00 ’01 ’02 ’00 ’01 ’02 ’00 ’01 ’02

Financial Highlights

Years ended March 31:Net salesOperating incomeNet income

At March 31:Total assetsShareholders’ equity

Amounts per share:Net incomeCash dividends applicable to the year

Common stock issued

¥ 181,4137,9212,728

¥ 287,699150,018

¥ 9.93

11.00

274,834

¥ 199,15719,0448,135

¥ 295,236151,833

¥ 29.60

10.75

274,834

Thousands of Millions of yen U.S. dollars

2002 2001 2000 2002

Yen U.S. dollars

Thousands of shares

Note: Yen amounts are translated into U.S. dollars, for convenience only, at the rate of ¥133 = US$1.00, the approximate exchange rate onMarch 31, 2002.

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

¥ 228,98319,9658,988

¥ 352,564192,387

¥ 24.54

10.00

458,435

$ 1,721,677150,11367,579

$ 2,650,8571,446,519

$ 0.18

0.08

Page 3: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

Mitsubishi Pharma Corporation 2

We believe that our development as a global research-driven enterprise will support the fulfillment of our basicphilosophy statement, in which we undertake to“Endeavor to embrace humanity and contribute to theimprovement of people’s health and well-being.”

In realizing our ideal corporate profile, we see the firstthree-year period from 2002, covered by the Mid-termCorporate Action Plan, as a period in which to build onthe operational rationalization and other benefitsbrought by the merger and to make the investmentsand create the infrastructure which will pave the way tofuture growth. Alongside steady implementation ofbusiness reform and management reform, we planduring this period to raise R&D investment to around¥55 billion a year, including annual investments ofsome ¥20 billion in forward-looking genome-based drugdiscovery and overseas drug development.

Our Mid-term Corporate Action Plan sets us theambitious task of achieving performance targets(excluding figures for our U.S. subsidiary AlphaTherapeutic Corporation) of ¥270 billion in net sales,¥50 billion in operating income, ¥25 billion in netincome and return on equity of 11%. With the supportof our shareholders, we are confident of success.

onditions within the pharmaceutical industryhave become increasingly challenging in recentyears as long-term and sustained government

efforts to curtail pharmaceutical expenditure have led toa shrinkage of the domestic market, while theincreasing globalization of the world market hasresulted in intensified competition with overseas as wellas domestic rivals.

In order to meet this challenge by consolidating theiroperational bases ahead of future investment inresearch and development (R&D), Welfide Corporationand Mitsubishi-Tokyo Pharmaceuticals, Inc. enteredinto an operational merger on October 1, 2001, to makea fresh start as the newly formed Mitsubishi PharmaCorporation.

To mark this occasion, we put together an idealCorporate Profile detailing our vision of the newcompany of ten years hence. Simultaneously wedrafted a Long-range Corporate Vision and Strategy asa road map of basic strategies toward its realization anda Mid-term Corporate Action Plan covering the firstthree-year period from 2002.

Our Long-range Corporate Vision and Strategyforesees a steady advance toward our ideal corporateprofile as a global research-driven enterprise capable ofconsistently bringing to market drugs which meet globalneeds. This evolution will be founded on three basicmanagement policies: 1. Management to increasecorporate value, 2. Transparent management in linewith the global standard, and 3. Management makingmaximum use of the resources of the MitsubishiChemical Group.

To Our Shareholders

CTeruo Kobori

Page 4: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

Mitsubishi Pharma Corporation3

Business results

Consolidated sales in the fiscal year ended March 31,2002, increased 26.2% from the previous year to¥228,983 million. The growth was due mainly to theoperational merger in the second half-year, and theresumption in June 2001 of normal shipments at theU.S. subsidiary Alpha Therapeutic Corporation.

Profitability also jumped with the ratio of cost of sales tonet sales improving 8.0 percentage points from theprevious year to 46%. This increase was mainly due tothe beneficial influence, of the June 2001 launch of theworld’s first ethical neuroprotective agent, RadicutInjection, whose sales expansion continued into thesecond half-year.

At ¥34,313 million, R&D expenses was 15% of netsales, resulting in an increase of 4.5 percentage pointsover the previous period as a ratio of net sales. Thiswas reflected in selling, general, and administrativeexpenses totaling ¥103,746 million by a correspondingincrease of 3.7% against net sales. The increase insales income and the improved cost-of-sales ratiocontributed to a 152.1% increase in operating incometo ¥19,965 million and a 229.5% increase in net incometo ¥8,988 million.

Regarding R&D activities — the backbone of ouroperation as an aspiring global research-drivenenterprise — we are devoting resources to thedevelopment of unique pharmaceuticals of high valuewhich meet medical needs, concentrating on fourstrategic therapeutic areas: neuropsychiatry, thecirculatory system and metabolism, the respiratorysystem and immunology, and oncology andhepatology. At the same time, by moving vigorouslyahead with global drug development, we are takingpositive steps toward shortening development periodsand creating new drugs with global market potential.

In genome-based drug discovery, we will bestrengthening ties with the genome-related divisions ofthe Mitsubishi Chemical Group in addition to projectsconducted at our own domestic and overseas researchinstitutes; and also undertaking collaborative researchwith biotech venture and overseas and domesticresearch firms. In this way, we will be able to take full

advantage of available external resources to assist inthe generation of innovative new drugs based ongenome and post-genome research.

Following the manufacturing approval in April 2001 ofthe neuroprotective agent Radicut Injection, threefurther approvals were obtained during the year: theexpectorant Cleanal Tablets, the new quinoloneantibacterial Pazucross Injection, and Heparin NaLOCK, the first ever kit product of a heparin sodiuminjectable. Among the products filed for approval is therecombinant human serum albumin preparation Albrec,which we expect to launch in the near future.

Looking ahead to the forthcoming fiscal year, theNational Health Insurance (NHI) price revisions of April2002 are expected on one hand to lead to substantialcuts in income; on the other hand, we look forward toreaping the benefits of the operational expansionbrought about by the merger and also to substantialcontributions to improved corporate performance fromsales growth by Radicut Injection, increasing marketpenetration by the expectorant Cleanal Tablets, andsales of Heparin Na LOCK.

With a 50% increase in R&D expenses to ¥50 billion,there is also likely to be a corresponding increase inselling, general, and administrative expenses in thecoming period. However, for an enterprise wishing tobe a global research-driven enterprise, increase of R&Dexpenses is essential and will, we are confident, bepositively reflected in active development of new drugs.

June 27, 2002

Teruo KoboriPresident & CEO

Page 5: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

Mitsubishi Pharma Corporation 4

On October 1, 2001, we opened a new chapter in ourcorporate development when Welfide Corporation andMitsubishi-Tokyo Pharmaceuticals, Inc., entered into amerger of operations from which the new companyMitsubishi Pharma Corporation was born.

To mark this new departure, we adopted a corporatephilosophy statement committing us to “Endeavor to

embrace humanity and contribute to the improvementof people’s health and well-being” and declared ourcorporate ambition as being to progress from the levelof a domestic pharmaceutical company to a globalresearch-driven enterprise. The road to achieving thisaim lies in steadily implementing our Mid-termCorporate Action Plan.

Ideal Corporate Profile

The company committed to scientific progress, pharmaceutical advancement and the creation of products that benefit people’s health worldwide

Development as a global research-driven enterprise

Long-range Corporate Vision and Strategy

From domestic pharmaceutical company to global research-driven enterprise

Page 6: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

Mitsubishi Pharma Corporation5

Mid-term Corporate Action Plan

Reforming into a global research-driven enterprise

In order to become the global research-drivenenterprise envisaged in our Long-range CorporateVision and Strategy, we have formulated a Mid-termCorporate Action Plan to cover the three-year periodfrom 2002 to 2004, and have already begun itsimplementation. The period covered by the plan is seenas a period for building on the rationalization and otherbenefits of the corporate merger and for makingforward-looking investments and infrastructuralimprovements.

With this objective, we will be pressing ahead withbusiness reform and management reform and withfuture-oriented investment in genome-based drugdiscovery and global drug development.

1. Business

restructuring

4. Improvement of

R&D capacity

3. Maximization of

sales income

1. Improvement of

corporate governance system

Business reform

Management reform

2. Rapid realization of

merger benefits

5. Improvement of

global development capacity

2. Implementation of

compliance program

0

100

200

300

0

12.5

25.0

37.5

50.0

2000 2001 2002 2003 2004

(billions of yen)(billions of yen)

Operating incomeNet income

Sales

2000, 2001: combined figures for pre-merger companies

2003, 2004: consolidated figures not including Alpha Therapeutic Corporation

Sales ¥270 billion

Operating income ¥50 billion

R&D expenses ¥55 billion

Return on equity 11%

0

2

4

6

8

10

12

2000 2001 2002 2003 2004

(%)

2000, 2001: combined figures for pre-merger companies

2003, 2004: consolidated figures not including Alpha Therapeutic Corporation

Mid-term Corporate Action Plan: performance targets

Key mid-term tasks and strategies

Sales, operating income, and net income (consolidated) Return on equity

Business performance

Page 7: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

6Mitsubishi Pharma Corporation

Mid-term Corporate Action Plan

Business reform — 1Business restructuring

the operations of the subsidiary Yoshitomi FineChemicals, Ltd., with the active pharmaceuticalingredient and intermediate businesses operated byMitsubishi Chemical Corporation. Relevantpreparations are now under way.

Amendments to the current Pharmaceutical Affairs Lawin are now taking shape and the present manufacturingapproval system will be replaced by a marketingapproval system. In order to take full advantage ofbusiness opportunities in the wake of this change, it isplanned, with effect from October 1, 2002, to integrate

1. Alliance for Yoshitomi Fine Chemicals, Ltd.

Yoshitomi Fine ChemicalsMitsubishi Chemical Corp.

active pharmaceutical ingredient business

Integration planned from October 1, 2002

Page 8: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

7 Mitsubishi Pharma Corporation

Mid-term Corporate Action Plan

Starting in August 1999, operations and shipments at aplant operated by the U.S. subsidiary AlphaTherapeutic Corporation were suspended by the orderof the U.S. Food and Drug Administration. Permissionto resume full shipment of the plant’s products wasfinally obtained in June 2001, and the plant has nowreturned to normal operations.

2. Alliance for Alpha Therapeutic Corporation

Mitsubishi Pharma is the leading supplier of plasma-protein products in Japan. In order to ensure a morestable future supply of safe plasma-fractionationproducts, it has been decided that the BiologicalProducts Division will from October 1, 2002, be

3. Spin-off of biological products business unit

established as a subsidiary company under the nameof Benesis Corporation. This will serve to emphasizeautonomy and delineate responsibilities within thedivision, speed the decision-making process, andreinforce safety systems.

Benesis Corporation(From October 1, 2002)

Mitsubishi Pharma Corporation

Biological Products Division

Spin-off

For the future, Alpha Therapeutic will be devotingenergies to establishing robust sales systems so as torecover market share; at the same time, potentialbusiness alliances will be examined wherever theycould serve the company’s business advancement.

Page 9: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

8Mitsubishi Pharma Corporation

Business reform — 2Rapid realization of merger benefits

In order to realize the benefits of the merger as quicklyas possible, we will be rapidly adjusting staffing tooptimal levels as well as proceeding energetically with

Mid-term Corporate Action Plan

Pre-merger Merger date FY 2002 FY 2004

Sales

116 bases 72 bases 72 bases

Adjustment tooptimal levels 14 branches 14 branches

166 sales offices 118 sales offices

Production 9 bases 8 bases 7 bases 6 bases(FY 2005: 5 bases)

Distribution 5 centers 4 centers 3 centers 3 centers

Research 7 centers 7 centers 6 centers 4 centers

Pre-merger Period covered by Mid-term Corporate Action Plan FY 2005

Mitsubishi Pharma 6,080 • Outsourcing• Streamlining of operations 5,350

Consolidated staff figures 9,350 Not including Alpha Therapeutic Corporation (U.S.) 6,050

Rationalization and consolidation of domestic bases (non-consolidated)

Optimization of domestic staff levels

the rationalization and consolidation of sales,manufacturing, distribution, and research bases.

Page 10: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

9 Mitsubishi Pharma Corporation

Business reform — 3Maximization of sales income

We believe that the area where the merger benefitscan be reaped soonest is the sales field. The mergerbrought our number of Medical Representatives to1,620, the highest of any domestic pharmaceuticalcompany. Effective use of this powerful force will leadto expanded sales capacity. With this aim in mind, weare making full use of information technology toactively develop a system whereby information can bepresented to medical professionals in real time.

Mid-term Corporate Action Plan

The ethical neuroprotective agent Radicut Injection,launched in June 2001, obtained a premium forinnovativeness factored into its approved NHI drugprice in recognition of its unique action mechanism andhigh efficacy. It is expected to develop as a major newpharmaceutical bringing yearly sales of more than ¥20billion at the peak of its performance. Energeticpromotion and information provision by MedicalRepresentatives will be used to maximize sales ofRadicut Injection and other existing products as well asnewly launched products.

Business reform — 4Improvement of R&D capacity

Collaborative research with the Mitsubishi ChemicalGroup, biotech ventures, and academia will be part ofour strategy for applying genome-related information inthe search for new targets for drug discovery and novelcandidate substances of high quality. To assist in this,we will build a worldwide drug-discovery network toreinforce and activate R&D capacity. In parallel,improved pipeline management and stringent selectionof product candidates will be applied to shortendevelopment periods.

2. Enrichment of

product pipeline

Global research-driven enterprise

3. Improvement of

global drug development

1. Strategic areas of

disease and therapy

Page 11: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

10Mitsubishi Pharma Corporation

1. Strategic areas of disease and therapy

Following the principle of selection and concentration,we are committed to strategic deployment ofoperational resources through specialization in certainareas, notably the circulatory system and metabolism,neuropsychiatry, the respiratory system andimmunology, and oncology and hepatology.

Neuropsychiatry

2000 2001 2002 2003 20040

20

40

60

0

5

10

15

20(billions of yen)

R&D expenses/sales(%)

Cerebral infarction

Schizophrenia

Chronic respiratory disease

Solid cancer

Ischemic heart disease

Neuro-degenerative disease

Autoimmune disease

Chronic liver disease

2000, 2001: combined figures for pre-merger companies

2003, 2004: consolidated figures not including Alpha Therapeutic Corporation

R&D expenses

Oncologyand hepatology

Respiratory systemand immunology

Circulatory systemand metabolism

At the same time, we are continuing with vigorousendeavors in the fields of genome-based drug-discovery and post-genome research so as to positionourselves as a leading player in the 21st century age ofgenome-based drug discovery.

Mid-term Corporate Action Plan

Page 12: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

11 Mitsubishi Pharma Corporation

Mid-term Corporate Action Plan

2. Enrichment of pipeline

Pending manufacturing license Additional indicationsIn-house developed products

Co-developed products

Under clinical trial Additional formulations Derivation

MCC-847 Asthma, Rhinitis

SFPPGonarthrosis

AS-013 Peripheral Arterial Occlusive Disease (PAOD)

MCC-555 NIDDM

Anplag Chronic Pain

Radicut Amyotrophic Lateral Sclerosis (ALS)

OC-108 Therapeutic Agent for Hemorrhoids

Venoglobulin-IH Polymyositis/Dermatomyositis

Anplag Prevention of Recurrence of Cerebral Infarction

Radicut SubarachnoidHaemorrhage

Grtpa Acute Cerebral Infarction

Urso Hepatitis C

CR-1505 (tablets) Chronic Pancreatitis

HSR-81 Premature Labor

Omeprazon Gastritis

Albrec Hypoproteinemia

CR-1505 (injection) Acute Pancreatitis

TU-199 Peptic Ulcer

Neuart Toxemia of the Pregnancy

Venoglobulin-IH IgG-subclass Deficiency

Novastan Acute Ischemic Stroke[USA]

NM-702 Anti-platelet [USA]

MCC-135 Myocardial Infarct [Europe]

SSY726 Candisiasis [UK]

Cholebine Hyperphosphatemia (USA/Europe)

FTY720 Immunosuppressant [USA/Europe]

MCC-135 Heart Failure[Europe/USA]

MCC-555 NIDDM [USA/Europe]

AS-013 Peripheral Arterial OcclusiveDisease (PAOD) [USA]

Novastan HIT, HITTS [Europe]

1PI Alpha1 Proteinase Inhibitor Deficiency [USA]

Novastan Peripheral Arterial Occlusive Disease (PAOD) [China]

Pre-registration

Do

me

stic

Ove

rse

as

Phase II Phase IIIApproval applicationfiled

Page 13: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

12Mitsubishi Pharma Corporation

3. Improvement of global drug development capacity

In order to develop drugs that meet global needs, wewill improve drug development capacity not only inJapan but also overseas. On October 1, 2001, weestablished the pharmaceutical research,development, and sales company Mitsubishi PharmaAmerica, Inc., in New Jersey. We plan to integrate intothe new entity the clinical development division of theformer Welfide subsidiary Welfide InternationalCorporation.

Meanwhile, following a £200,000 increase incapitalization, our Britain-based development companyMTP Europe Ltd. has been integrated with the formerWelfide London Representative Office to form the newcompany Mitsubishi Pharma Europe Ltd.

We are confident that these two companies will enjoysignificant successes as overseas drug developmentbases.

MPAAS-013

MCC-135

NM-702

Novastan

Cholebine

MPEMCC-135

Novastan

Cholebine

FTY720: Novartis NovastanChina

MPC

MCC-135: TakedaMCC-555: J&J

MCC-478: Eli LillyNovastan: TBC

Overseas GrowthBasic policy: growth through in-house drug development and alliances

Mid-term Corporate Action Plan

Page 14: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

13 Mitsubishi Pharma Corporation

Mid-term Corporate Action Plan

Business reform — 5Improvement of global development capacity

We aim to improve global development capacityin the three areas of sales, drug development,and manufacturing. At present, we are engagedin initiatives to improve global developmentcapacity through our local bases MitsubishiPharma Europe Ltd. (MPE) and MitsubishiPharma America, Inc. (MPA). Strategicbusiness alliances will also be an option to beconsidered as we continue to pursue activebusiness development.

Construction ofsales organization

in Europe and America(with option of alliances)

Establishment of overseas drug development

organization(MPE and MPA)

Improvement ofglobal development capacity

Management reform — 1Improvement of corporate governance system

As part of the management reform envisaged in theMid-term Corporate Action Plan, we plan a range ofmeasures to restructure our system of corporategovernance, among them the recruitment of directorsfrom the exterior.

In order to clearly define roles within the board ofdirectors by separating decision-making andmanagement functions from executive functions, andat the same time to facilitate rapid and accurateresponse to changes in the business environment, wehave adopted an executive officer system.

Formerly the board comprised 11 directors, but afterthe general shareholders’ meeting of June 2002, weintend to halve the number of directors so as toestablish clearly defined management responsibilitiesand to speed the decision-making process. We arealso enhancing auditor functions by supplementing theinternal auditors with two external auditors, who willproactively verify the legal compliance and thesoundness of management decisions and actions.

Number of directors July 2001(pre-merger)

October 2001(merger date) July 2002

Former Welfide 7

11 6Former Mitsubishi-Tokyo 15

Total 22

Changes to board of directors

Page 15: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

14Mitsubishi Pharma Corporation

Mid-term Corporate Action Plan

Management reform — 2Implementation of compliance program

In April 2002, as one step in the building of a corporateorganization fitting for a global research-drivenenterprise, we formulated a compliance program. Our

task from now on will be to implement the program byinstilling our Business Conduct Guidelines into eachand every employee.

Compliance implementation structure

Compliance implementationcommittee

Compliance officer

Compliance implementationmanager

Compliance implementation staff

All staff

Compliance office Legal adviser

Hotline Hotline

1. To act with increased ethical awareness as anacknowledged life-supporting enterprise

2. To give absolute priority to respect for the law in allcorporate actions

3. To respect human rights and the individual and shundiscrimination and victimization

4. To coexist in harmony with society and take accountof the global environment in corporate activity

5. To ensure highly transparent, fair and freecompetition and business dealings

6. To maintain appropriate and healthy relations withpolitical and administrative bodies

7. To undertake active and fair disclosure of corporateinformation

8 To ensure appropriate management and effectiveutilization of corporate assets and information

Mitsubishi Pharma Business Conduct Guidelines

Page 16: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

15

Thousands of U.S. dollarsMillions of yen

Years ended March 31:Net salesCost of salesSelling, general and administrative expenses

Operating incomeNet income

At March 31:Current assetsProperty, plant and equipment, net

Investments and other assetsTotal assetsCurrent liabilitiesLong-term liabilitiesMinority interestsShareholders’ equity

Amounts per share: Net incomeCash dividends applicable to the year

Common stock issued

2002 2001 2000 1999 1998 2002

¥ 181,413 ¥ 199,157 ¥ 214,703 ¥ 111,47498,053 102,093 116,050 56,590

75,439 78,020 81,275 39,1427,921 19,044 17,378 15,7422,728 8,135 7,105 5,735

¥ 172,549 ¥ 177,685 ¥ 169,931 ¥ 82,513

83,686 88,457 82,812 27,55831,464 29,094 30,867 14,569

287,699 295,236 283,610 124,640104,958 99,901 103,079 40,48628,002 36,053 31,748 9,5404,721 7,449 7,348 702

150,018 151,833 141,435 73,912

¥ 9.93 ¥ 29.60 ¥ 25.86 ¥ 38.05

11.00 10.75 8.50 8.50

274,834 274,834 274,834 150,730

Note: Amounts on or before March 31, 1998, are those for Yoshitomi Pharmaceutical Industries, Ltd. only. Amounts on or between April 1,1998 and March 31, 2001, are those for Welfide Corporation only.

Financial Section

Five-Year Summary

Thousands of shares

Yen U.S. dollars

¥ 228,983105,272

103,74619,9658,988

¥ 218,296

104,78729,481

352,564128,09924,0348,044

192,387

¥ 24.54

10.00

458,435

$ 1,721,677791,519

780,045150,11367,579

$ 1,641,323

787,872221,662

2,650,857963,150180,70760,481

1,446,519

$ 0.18

0.08

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Page 17: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

16

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Financial Review

Net Sales(¥ in millions)

Net Income(¥ in millions)

Total Assets(¥ in millions)

Operating Income(¥ in millions)

’00 ’01 ’02

19,0

44

7,92

1

19,

965

8,1

35

2,72

8

8

,988

’00 ’01 ’02 ’00 ’01 ’02

199,

157

181,

413

228

,983

117

,551

11

5,15

0

1

34,2

68

177

,685

172,

549

218,

296

77.

4

76.

8

69

.8

’00 ’01 ’02

Fixed Assets Ratio (%)

Fixed Assets (¥ in millions)

Current Assets (¥ in millions)

Income and ExpensesNet sales for the fiscal year ended March 31, 2002, reached¥228,983 million ($1,721,677 thousand), an advance of 26.2% overthe previous year. The increase was due chiefly to the expandedscale of the Company’s pharmaceutical business in the second half-year following the operational merger and the resumption of normaloperations and shipments at the Company’s U.S. subsidiary.

The cost-of-sales ratio, based on cost of sales totaling ¥105,272million ($791,519 thousand), improved 8.1 percentage points overthat of the previous period due to such factors as the improvementin the cost-of-sales ratio at the U.S. subsidiary and expanded salesof new products in the domestic market. Selling, general, andadministrative expenses of ¥103,746 million ($780,045 thousand)rose as a percentage of net sales by 3.7 percentage points, theresult of an increase in research and development expenses,which, as a proportion of net sales, grew 4.5 percentage points to15%. Although selling, general, and administrative expensesincreased, higher sales and the improved cost-of-sales ratiocontributed to a substantial increase in operating income, which asa proportion of net sales advanced 4.4 percentage points.

Among other income and expenses, positive items included areversal of retirement allowances as a result of the reducedretirement benefit liabilities which followed a pension schemechange at the former Mitsubishi-Tokyo Pharmaceuticals, Inc., anda gain on disposal of assets at the U.S. subsidiary. These were,however, outweighed by negative items including a loss onrevaluation of investments in securities, special retirementallowances provided in association with the early-retirementincentive scheme, and special expenses related to the merger. Theresult was a deficit of ¥4,733 million ($35,587 thousand) in otherincome and expenses.

Income before income taxes and minority interests, at ¥15,232million ($114,526 thousand), showed a decline of 26.2% from theprevious year. This was due to the less favorable balance of other

income and expenses, which in the previous year had benefitedfrom a gain of ¥13,575 million on the sale of the intravenoussolutions business to record a positive figure of ¥12,715 million.

The effective tax rate applied to income before income taxes andminority interests, at 42.7%, was substantially lower than the85.8% of the previous year. The recording of a valuation allowancemeans that the accounts do not include any deferred tax assets onthe loss — brought forward from the previous year — arising fromthe interruption of operations at the U.S. subsidiary; the reductionin the tax rate was the result of a reduction in the loss at the U.S.subsidiary and from deferred tax assets on intragroup transactionsarising from enhancement of the U.S. research and developmentinfrastructure. As a result, net income surged by 229.5%.

Cash FlowsCash flows from operating activities: although income beforeincome taxes and minority interests fell by ¥5,404 million ($40,632thousand), the previous year’s amount had been boosted by thelarge sums contributed by other income, particularly the gain onthe sale of the intravenous solutions business, so that the fundsarising from actual operating activities were greater in the periodunder review. At the same time, the high level of other incomecontributed to the increase of ¥13,108 million ($98,556 thousand)in income taxes. The result was negative cash flows fromoperating activities of ¥6,706 million ($50,421 thousand).

Cash flows from investing activities: outflows including ¥13,062million ($98,211 thousand) in purchases of property, plant, andequipment were offset to some extent by ¥14,314 million($107,624 thousand) in proceeds from the sale of the intravenoussolutions business, allowing the negative balance of cash flowshere to be held to ¥902 million ($6,782 thousand).

Cash flows from financing activities: proceeds of ¥3,609 million($27,135 thousand) from contributions by minority shareholdersin the consolidated subsidiary BIPHA Corporation were offset by

Page 18: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

17

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Shareholders’ Equity(¥ in millions)

Return on Equity(%)

Capital Investment(¥ in millions)

R&D Expenses(¥ in millions)

Equity Ratio (%)

151

,833

150

,018

192,

387

5.55

1.81

5.25

19,0

35

19,0

10

34,

313

17,2

02

14,2

43

13,0

26

51

.43

52

.14

54.5

7

’00 ’01 ’02 ’00 ’01 ’02’00 ’01 ’02’00 ’01 ’02

cash dividends and other items to produce negative cash flows of¥626 million ($4,707 thousand).

The increase in cash and cash equivalents from the mergeramounted to ¥4,036 million ($30,346 thousand). However, sincenegative cash flows were recorded in each of operating, investing,and financing activities, cash and cash equivalents at year-end fellby ¥4,212 million ($31,669 thousand) to stand at ¥39,273 million($295,286 thousand).

Business SegmentsPharmaceuticals segment: in the domestic market, the range ofproducts handled by the Company increased in the second half-yeardue to the merger of operations; particularly significant among thenew products was the cerebral neuroprotective drug Radicut releasedlast year. The increase in income from industrial property rights alsocontributed to higher sales income. In the overseas market, as theU.S. subsidiary resumed full operations including shipping effectiveJuly 2001, sales of intravenous gamma globulin and other productsgrew and income from overseas sales increased accordingly.

Combined domestic and overseas pharmaceutical sales totaled¥205,078 million ($1,541,940 thousand), an increase of 32.5%over the ¥154,799 million of the previous year. Benefiting from theincreased sales and the improved cost-of-sales ratio, operatingincome of ¥17,348 million ($130,436 thousand) was recorded,which represents a significant rise of 208.7% over the ¥5,620million recorded in the previous year.

Chemicals segment: the entire chemicals industry was severelyaffected by recession in such related areas as informationtechnology, residential construction, and household electricalappliances. Despite these conditions, vigorously implementedsales and production activities were rewarded by an expansion ofsales of our own products.

Sales for the year reflected an increase in sales of our own products.However, with further profitability-oriented measures to reorganize

areas of low return, the overall sales amount of ¥23,113 million($173,782 thousand) represented a decline of 10.8% from the¥25,897 million of the previous year. Operating income — affectedamong other factors by price reductions due to the worsening marketconditions, increased depreciation expenses due to capitalinvestment, and increased research and development expenses —experienced a decline of 24.0%, from ¥1,858 million in the precedingyear to ¥1,414 million ($10,632 thousand) for the current year.

Geographical Area SegmentsJapan : several factors had a negative effect on sales here,including the sale of the intravenous solutions business andexclusion of the former consolidated subsidiary, InternationalReagents Corporation, from the scope of consolidation. On theother hand, the increased product range for the second half-yearfollowing the operational merger, including the contribution madeby the cerebral neuroprotective drug Radicut released last year,helped sales to grow by 20.6%, from the ¥156,198 million of theprevious year to ¥188,378 million ($1,416,376 thousand) in thecurrent year. Operating income, likewise, grew by 18.4%, from¥21,836 million to ¥25,845 million ($194,324 thousand).

North America: with the U.S. subsidiary resuming full operationseffective July 2001 and the resulting increased sales of intravenousgamma globulin and other products, sales reached ¥36,608 million($275,248 thousand), which represents a 70.5% increase over the¥21,471 million of the previous year. Operating loss was reducedas a result.

Asia: with the favorable performance of Welfide Korea Co., Ltd. —which was consolidated in the previous fiscal year — salesreached ¥3,997 million ($30,053 thousand), a 6.8% rise over theprevious year’s total of ¥3,744 million. Operating income of ¥521million ($3,917 thousand) rose 65.4% over the ¥315 millionrecorded in the previous fiscal year.

Page 19: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

See accompanying notes to consolidated financial statements.

18

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

March 31, 2002 and 2001

Consolidated Balance Sheets

Thousands of U.S. dollars

(Note 3)Millions of yen

2002 2001 2002AssetsCurrent assets:

Cash and deposits (Note 14 )Securities (Notes 4 and 14 ) Notes and accounts receivable, trade:

Trade notesTrade accountsDue from affiliates

Inventories (Note 5)Deferred income taxes (Note 8)Other current assets (Note 14)Allowance for doubtful receivables

Total current assets

Property, plant and equipment:LandBuildings and structuresMachinery and equipmentConstruction in progress

Accumulated depreciationProperty, plant and equipment, net

Investments and other assets:Investments in securities (Note 4 ) Investments in unconsolidated subsidiaries and affiliates

Long-term prepaid expensesIntangible assetsGuarantee depositsDeferred income taxes (Note 8)Other assets

Total investments and other assetsTotal assets

¥ 43,090530

3,24452,864

1756,125

48,3276,801

18,226(550)

172,549

15,72574,18785,48211,647

187,041(103,355)

83,686

16,742

874364

2,5241,8192,1486,993

31,464¥ 287,699

¥ 35,882500

5,20985,774

2191,004

62,6799,656

18,974(399)

218,296

19,92391,543

111,7245,931

229,121(124,334)104,787

10,043

1,0011,1283,8722,212

11,112113

29,481¥ 352,564

$ 269,7903,759

39,166644,917

158684,241

471,27072,602

142,661(3,000)

1,641,323

149,797688,293840,03044,594

1,722,714(934,842)787,872

75,511

7,5268,481

29,11316,63283,549

850221,662

$ 2,650,857

Page 20: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

See accompanying notes to consolidated financial statements.

Thousands of U.S. dollars

(Note 3)Millions of yen

2002 2001 2002

19

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Liabilities and shareholders’ equityCurrent liabilities:

Short-term bank loans (Note 6)Current portion of long-term debt (Note 6)Notes and accounts payable, trade:

Trade notesTrade accounts

Accounts payable, otherIncome taxes payable (Note 8)Other current liabilities

Total current liabilities

Long-term liabilities:Long-term debt (Note 6)Accrued retirement benefits for employees (Note 10)Accrued retirement benefits for

directors and corporate auditorsDeferred income taxes (Note 8)Other long-term liabilities

Total long-term liabilities

Minority interests

Shareholders’ equity (Notes 7 and 13):Common stock

Authorized – 1,000,000,000 shares;Issued – 458,434,883 shares in 2002

– 274,834,883 shares in 2001Additional paid-in capitalRetained earnings (Note 17)Net unrealized holding gain on securities Translation adjustmentsTreasury common stock, at cost –

438,829 shares in 2002 and 10,298 shares in 2001Total shareholders’ equity

Total liabilities and shareholders’ equity

¥ 32,8405,817

1,96119,91721,878

11,94215,78016,701

104,958

16,4568,732

71937

2,05828,002

4,721

21,381

47,14582,9971,990

(3,485)

(10)150,018

¥ 287,699

¥ 52,6876,241

1,39120,05021,441

21,9937,819

17,918128,099

13,1498,650

57634

1,62524,034

8,044

30,561

70,96591,299

15234

(624)192,387

¥ 352,564

$ 396,14346,925

10,459150,752161,211

165,36058,789

134,722963,150

98,86565,037

4,331256

12,218180,707

60,481

229,782

533,571686,459

1,143256

(4,692)1,446,519

$ 2,650,857

Page 21: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

See accompanying notes to consolidated financial statements.

20

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Net sales (Note 15)Cost of sales

Gross profit

Selling, general and administrative expenses (Note 11)Operating income (Note 15)

Other income (expenses):Interest and dividend incomeInterest expenseEquity in earnings of unconsolidated subsidiaries

and affiliates(Loss) Gain on foreign exchangeGain on sales of investments in securitiesLoss on revaluation of investments in securitiesInsurance reimbursementAmortization of retirement benefit obligation

at transitionSpecial expenses related to mergerSpecial retirement allowancesGain on sale of intravenous solutions businessReversal of retirement allowancesGain on marketable securities contributed to

employees’ retirement benefit trustLoss arising from interruption of operations at

U.S. subsidiary Other, net

Income before income taxes and minority interests

Income taxes (Note 8)CurrentDeferred

Income before minority interests

Minority interests in (loss) income of consolidatedsubsidiaries

Net income (Note 13)

Consolidated Statements of Income

Years ended March 31, 2002 and 2001

Thousands of U.S. dollars

(Note 3)Millions of yen

2002 2001 2002

¥ 181,41398,05383,360

75,4397,921

568(2,979)

202,7743,569

(32)3,672

(12,518)——

13,5752,972

10,930

(8,199)(1,637)12,715

20,636

20,852(3,138)2,922

194¥ 2,728

¥ 228,983105,272123,711

103,74619,965

244(1,948)

40(547)173

(1,767)—

(938)(1,517)(1,660)

—2,068

1,071

—48

(4,733)

15,232

11,964(5,460)8,728

(260)¥ 8,988

$ 1,721,677791,519930,158

780,045150,113

1,835(14,647)

300(4,113)1,301

(13,286)—

(7,053)(11,406)(12,481)

—15,549

8,053

—361

(35,587)

114,526

89,955(41,053)65,624

(1,955)$ 67,579

Page 22: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

See accompanying notes to consolidated financial statements.

Thousands of U.S. dollars

(Note 3)Millions of yen

2002 2001 2002

21

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Common stockBalance at beginning of yearAdd:

Increase resulting from mergerBalance at end of year

Additional paid-in capitalBalance at beginning of yearAdd:

Increase resulting from mergerBalance at end of year

Retained earningsBalance at beginning of yearAdd:

Increase resulting from mergerIncrease resulting from exclusion of

a consolidated subsidiaryIncrease resulting from exclusion of an

affiliate accounted for by the equity methodNet income

Deduct:Cash dividends paidBonuses to directors and corporate auditorsDecrease resulting from exclusion of

consolidated subsidiariesDecrease resulting from exclusion of subsidiaries and

an affiliate accounted for by the equity methodBalance at end of year

Net unrealized holding gain on securities Balance at beginning of yearNet change during yearBalance at end of year

Translation adjustmentBalance at beginning of yearNet change during yearBalance at end of year

Treasury common stock, at cost

Total shareholders’ equity

Consolidated Statements of Shareholders’ Equity

Years ended March 31, 2002 and 2001

¥ 21,381

—¥ 21,381

¥ 47,145

—¥ 47,145

¥ 83,326

49

—2,728

3,02378

5¥ 82,997

¥ —1,990

¥ 1,990

¥ —(3,485)

¥ (3,485)

(10)

¥ 150,018

¥ 21,381

9,180¥ 30,561

¥ 47,145

23,820¥ 70,965

¥ 82,997

2,187

158,988

2,74867

55

18¥ 91,299

¥ 1,990(1,838)

¥ 152

¥ (3,485)3,519

¥ 34

(624)

¥ 192,387

$ 160,759

69,023$ 229,782

$ 354,473

179,098$ 533,571

$ 624,038

16,444

11367,579

20,662504

414

135$ 686,459

$ 14,963(13,820)

$ 1,143

$ (26,203)26,459

$ 256

(4,692)

$ 1,446,519

Page 23: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

See accompanying notes to consolidated financial statements.

22

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Years ended March 31, 2002 and 2001

Cash flows from operating activitiesIncome before income taxes and minority interestsAdjustments to reconcile income before income taxes and minority

interests to net cash (used in) provided by operating activities:Depreciation and amortization(Decrease) Increase in retirement allowancesInterest and dividend incomeInterest expenseEquity in (earnings) losses of unconsolidated subsidiaries and affiliatesGain on sales of investments in securitiesLoss on disposal of property, plant and equipmentLoss (Gain) on foreign exchangeGain on sale of investment in a subsidiaryGain on sale of intravenous solutions businessChanges in operating assets and liabilities:

Notes and trade accounts receivableInventoriesNotes and trade accounts payableConsumption tax payable

Other, net Subtotal

Interest and dividends received Interest paid Income taxes paid

Net cash (used in) provided by operating activities

Cash flows from investing activitiesIncrease in time depositsPurchases of property, plant and equipmentPurchase of investment in a subsidiaryProceeds from sales of property, plant and equipmentProceeds from sale of intravenous solutions businessProceeds from sales of investments in securitiesOther, net

Net cash (used in) provided by investing activities

Cash flows from financing activitiesIncrease (Decrease) in short-term bank loans, netContribution from minority interestRepayment of long-term debtCash dividends paidCash dividends paid to minority interestsOther, net

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalentsDecrease in cash and cash equivalentsCash and cash equivalents at beginning of yearIncrease in cash and cash equivalents from mergerIncrease in cash and cash equivalents resulting from

initial inclusion of a subsidiaryDecrease in cash and cash equivalents resulting from

exclusion of consolidated subsidiariesCash and cash equivalents at end of year (Note 14)

Consolidated Statements of Cash Flows

Millions of yen

2002 2001 2002

Thousands of U.S. dollars

(Note 3)

¥ 20,636

10,5121,679(568)

2,97960

(2,846)362

(2,517)(722)

(13,575)

1,064(2,166)2,0762,702

(4,657)15,019

557(2,738)

(11,262)1,576

(281)(13,990)(4,132)4,878

—20,365

266,866

(9,543)—

(4,128)(3,017)

(99)(294)

(17,081)

444(8,195)49,377

2,303

—¥ 43,485

¥ 15,232

12,850(2,584)

(244)1,948

(22)(173)524577

——

(767)(878)

(4,973)(2,729)

78819,549

236(2,121)

(24,370)(6,706)

(5,003)(13,062)

—2,981

14,3141,711

(1,843)(902)

5,0103,609

(4,645)(2,744)

(31)(1,825)

(626)

22(8,212)43,4854,036

(36)¥ 39,273

$ 114,526

96,617(19,429)

(1,835)14,647

(165)(1,301)3,9404,338

——

(5,767)(6,601)

(37,391)(20,519)

5,925146,985

1,774(15,947)

(183,233)(50,421)

(37,617)(98,211)

—22,414

107,62412,865

(13,857)(6,782)

37,66927,135

(34,925)(20,631)

(233)(13,722)

(4,707)

166(61,744)326,95530,346

(271)$ 295,286

Page 24: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

23

1. Basis of PreparationMitsubishi Pharma Corporation (hereinafter the “Company”)and its consolidated subsidiaries maintain their accountingrecords and prepare their financial statements in accordancewith the provisions set forth in the Commercial Code ofJapan and the Securities and Exchange Law of Japan, andin conformity with accounting principles and practicesgenerally accepted in Japan. The accompanyingconsolidated financial statements have been prepared inaccordance with accounting principles and practicesgenerally accepted in Japan, which may differ in certainmaterial respects from accounting principles and practicesgenerally accepted in countries and jurisdictions other thanJapan, and are compiled from the consolidated financialstatements filed with the Director of the Kanto Local FinanceBureau as required by the Securities and Exchange Law.

In preparing the accompanying consolidated financialstatements, certain reclassifications and rearrangementshave been made to the consolidated financial statementsissued domestically in order to present them in a form that ismore familiar to readers outside Japan.

In addition, certain reclassifications of previously statedamounts have been made to conform the consolidatedfinancial statements for the year ended March 31, 2001 tothe 2002 presentation. Such reclassifications had no effecton consolidated net income or shareholders’ equity.

2. Summary of Significant Accounting Policies(a) Basis of consolidation and accounting for investments in

unconsolidated subsidiaries and affiliatesThe accompanying consolidated financial statementsinclude the accounts of the Company and its significantsubsidiaries. All significant intercompany balances andtransactions have been eliminated in consolidation. Inthe initial consolidation and application of the equitymethod, the Company’s share in the net assets ofsubsidiaries and affiliates was stated at fair value. Allaccounts herein have been presented on the basis offiscal years ended March 31 for the Company and itsdomestic consolidated subsidiaries, and December 31for its foreign consolidated subsidiaries. Adjustmentshave been made for any significant intercompanytransactions which took place during the period betweenthe fiscal year-end of the foreign subsidiaries and that ofthe Company.

Differences between the cost and the fair value of theunderlying net equity in subsidiaries and affiliates whichare consolidated or accounted for by the equity methodare amortized on a straight-line basis over a period oftwenty years.

The consolidated financial statements include theaccounts of the Company and its 22 and 24 significantconsolidated subsidiaries for the years ended March 31,2002 and 2001, respectively. Investments in

unconsolidated subsidiaries and affiliates are accountedfor by the equity method. In general, companies ownedover 50% are treated as subsidiaries and those owned20% or more, but not exceeding 50%, are consideredaffiliates. However, certain companies owned atpercentages below those stated above, but over whichthe Company exercises significant influence in terms offinancial and operational policy, have been included inconsolidation.

(b) Foreign currency translation Revenue and expense items arising from transactionsdenominated in foreign currencies are generallytranslated into yen at the rates in effect at the respectivetransaction dates. Gain or loss on foreign exchange iscredited or charged to income in the period in whichsuch gain or loss is recognized for financial reportingpurposes.

The financial statements of the foreign subsidiaries andaffiliates are translated into yen at the rates of exchangein effect at the balance sheet date except for thecomponents of shareholders’ equity which are translatedat their historical exchange rates. Translation adjustmentsresulting from translating foreign currency financialstatements are not included in the determination of netincome and are reported as translation adjustments in aseparate component of shareholders’ equity and minorityinterests in the consolidated balance sheets.

Effective April 1, 2000, the Company and its domesticsubsidiaries adopted the revised “Accounting Standardfor Foreign Currency Translation” issued by theBusiness Accounting Deliberation Council (BADC) ofJapan. Under this method, all monetary assets andliabilities denominated in foreign currencies have beentranslated into yen at the rates of exchange in effect atthe balance sheet date and gain or loss on eachtranslation has been credited or charged to income.

(c) Securities and investments in securities Effective April 1, 2000, the Company and its domesticconsolidated subsidiaries adopted the “AccountingStandard for Financial Instruments” issued by theBADC. In accordance with this standard, securities areclassified into three categories: trading securities, held-to-maturity debt securities and other securities. Underthis standard, trade securities, consisting of debt andmarketable equity securities, are stated at fair value.Gain and loss, both realized and unrealized, are creditedor charged to income. Held-to-maturity debt securitiesare stated at their amortized cost. Marketable securitiesclassified as other securities are carried at fair value withany changes in unrealized holding gain or loss, net of theapplicable income taxes, reported as a separatecomponent of shareholders’ equity. Non-marketablesecurities classified as other securities are carried at costdetermined by the moving-average method.

Notes to Consolidated Financial StatementsMitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Page 25: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

24

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

(d) InventoriesInventories of the Company and its domesticconsolidated subsidiaries are stated at cost determinedprincipally by the weighted-average method, and thoseof the foreign consolidated subsidiaries primarily at thelower of cost or market, cost being determined by thefirst-in, first-out method.

(e) Depreciation and amortizationProperty, plant and equipment is stated at cost. For theCompany and its domestic subsidiaries, depreciation iscomputed at rates based on the estimated useful lives ofthe respective assets by the declining-balance method,except for buildings to which the straight-line method isapplied.The principal estimated useful lives are as follows:

Buildings and structures.........10 to 50 yearsMachinery and equipment...... 5 to 8 years

For the foreign subsidiaries, assets are depreciated atrates based on the estimated useful lives of therespective assets by the straight-line method. Depreciation expense includes the amortization ofassets held under finance leases. Intangible assets areamortized by the straight-line method over theirestimated useful lives.

(f) Cash and cash equivalentsCash and cash equivalents include cash on hand and inbanks and other highly liquid investments with maturitiesof three months or less.

(g) LeasesFinance leases other than those under which theownership of the leased property is transferred to thelessee are accounted for in the same way as operatingleases. Finance leases of the foreign consolidatedsubsidiaries are capitalized.

(h) Income taxesThe Company and its consolidated subsidiariescalculate income taxes based on taxable income andcharge them to income on an accrual basis.

Deferred income taxes arising from temporarydifferences in the recognition of assets and liabilities fortax and financial reporting purposes are reflected in theconsolidated financial statements.

A valuation allowance is provided, when necessary, toreduce deferred income tax assets to the amountexpected to be realized.

(i) Retirement benefitsThe employees’ retirement pension plan provides forlump-sum payments determined with reference toemployees’ basic salary, length of service and theconditions under which termination occurs. Employees ofthe Company are covered both by non-contributory andcontributory trusteed pension plans.

Effective April 1, 2000, the Company and its domesticconsolidated subsidiaries adopted the “AccountingStandard for Retirement Benefits” issued by the BADC.In accordance with this standard, accrued retirementbenefits have been provided based on the projectedbenefit obligation reduced by the pension plan assets atfair value as of the end of the year.

Actuarial gain and loss are amortized in the yearfollowing the year in which the gain or loss is recognized,principally by the straight-line method over 5 years,which is within the estimated average remaining years ofservice of the eligible employees.

The net retirement benefit obligation at transition of¥6,566 million ($49,368 thousand), which the Companytook over from Mitsubishi-Tokyo Pharmaceutical Inc., thetransferor corporation, is being amortized by the straight-line method over 5 years.

The directors and corporate auditors of the Company andof certain consolidated subsidiaries are customarilyentitled, upon retirement, to lump-sum payments underan unfunded retirement allowance plan. Payments relatedto this retirement allowance plan are subject to approvalby the shareholders at a general meeting of shareholders.The provision for retirement allowances for these officershas been made on the basis of the internal rules of theCompany and of these consolidated subsidiaries.

(j) Appropriation of retained earningsUnder the Commercial Code of Japan, the appropriationof retained earnings with respect to a given financialperiod is made by resolution of the shareholders at ageneral meeting held subsequent to the close of suchfinancial period. The accounts for that period do not,therefore, reflect such appropriations. See Note 17.

3. U.S. Dollar AmountsThe amounts for the year ended March 31, 2002 in theaccompanying consolidated financial statements have beentranslated from yen into U.S. dollars solely for theconvenience of the reader and, as a matter of arithmeticcomputation only, at the rate of ¥133 = US$1.00, theapproximate rate of exchange prevailing on March 31, 2002.This translation should not be construed as a representationthat yen have been, could have been, or could in the futurebe, converted into U.S. dollars at the above or any other rate.

Page 26: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

25

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

4. Securities and Investments in SecuritiesThe following is a summary of securities and investments insecurities at March 31, 2002 and 2001:1) Other securities (market value available)

2) Sales of other securities

3) Other securities (market value not available) at March 31,2002 and 2001:

5. InventoriesInventories at March 31, 2002 and 2001 were as follows:

6. Short-Term Bank Loans and Long-Term DebtInterest rates (at their annual weighted average) on bankloans at March 31, 2002 and 2001 were as follows:

As of March 31, 2002, property, plant and equipment andintangible assets amounting to ¥20,236 million ($152,150thousand) were pledged as collateral for short-term bankloans and long-term debt of ¥740 million ($5,564 thousand)and ¥10,629 million ($79,917 thousand), respectively.

In addition to the above collateral, ¥25,865 million ($194,474thousand) of liabilities consisting of short-term bank loans,long-term debt, accounts payable and other long-termliabilities were collateralized by accounts receivable,inventories, equipment and other intangible assets availableat a U.S. subsidiary, Alpha Therapeutic Corporation, inaccordance with Article 9 of the California UniformCommercial Code.

Long-term debt at March 31, 2002 and 2001 consisted of thefollowing:

The aggregate annual maturities of long-term debtsubsequent to March 31, 2002 are summarized as follows:

Thousands of Millions of yen U.S. dollars

2002 2001 2002

¥ 21,020 ¥ 12,883 $ 158,045

27,135 22,796 204,02214,524 12,648 109,203

¥ 62,679 ¥ 48,327 $ 471,270

Finished goods and merchandise ...Semi-finished goods and

work in process ............................Raw materials and supplies ............Total ................................................

Millions Thousands ofYear ending March 31, of yen U.S. dollars

2003 ............................................. ¥ 6,241 $ 46,9252004 ............................................ 3,742 28,1352005 ............................................ 1,622 12,1962006 ............................................ 1,438 10,8122007 and thereafter ..................... 6,347 47,722

Total ........................................ ¥ 19,390 $ 145,790

2002 2001

Short-term bank loans ............................. 1.79% 4.03%Current portion of long-term debt ............ 3.67% 6.76%Long-term debt ........................................ 2.50% 2.65%

Millions of yen

2002Acquisition Carrying Unrealized

cost amount* gain (loss)

¥ 3,076 ¥ 4,235 ¥ 1,159

5,334 4,437 (897)

Millions of yen

2001Acquisition Carrying Unrealized

cost amount* gain (loss)

¥ 6,883 ¥ 11,887 ¥ 5,004

5,836 4,412 (1,424)

Thousands of U.S. dollars

2002Acquisition Carrying Unrealized

cost amount* gain (loss)

$ 23,128 $ 31,842 $ 8,714

40,105 33,361 (6,744)

*estimated fair value

Securities with fair value which exceeds acquisition cost ...................

Securities with fair value which does not exceed acquisition cost ......

Securities with fair value which exceeds acquisition cost ...................

Securities with fair value which does not exceed acquisition cost .......

Securities with fair value which exceeds acquisition cost .......................

Securities with fair value which does not exceed acquisition cost .......

Carrying amountThousands of

Millions of yen U.S. dollars2002 2001 2002

¥ 1,305 ¥ 441 $ 9,812— 500 —

Equity securities ...............................Commercial paper ............................

Thousands ofMillions of yen U.S. dollars

2002 2001 2002

¥ 1,700 ¥ 3,600 $ 12,782173 2,849 1,301

Proceeds.............................................Gain on sales ......................................

Thousands of Millions of yen U.S. dollars

March 31 March 31 March 312002 2001 2002

¥ 17,550 ¥ 17,526 $ 131,955260 1,000 1,955

1,580 3,747 11,88019,390 22,273 145,790

6,241 5,817 46,925¥ 13,149 ¥ 16,456 $ 98,865

Loans from banks ...........................Loans from insurance companies ......Loans from others ...........................

Less portion due within one year ....Total long-term debt .................

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7. Shareholders’ EquityOn October 1, 2001, an amendment (the “Amendment”) tothe Commercial Code of Japan (the “Code”) becameeffective. The Amendment eliminates the stated par value ofthe Company’s outstanding shares, which resulted in alloutstanding shares having no par value as of October 1,2001. The Amendment also provides that all share issuancesafter September 30, 2001 will be of shares with no par value.Prior to the date on which the Amendment took effect, theCompany’s shares had a par value of ¥50.

The Code provides that an amount equal to at least 10% ofthe amount to be disbursed as distribution of earnings beappropriated to the legal reserve until the sum of the legalreserve and additional paid-in capital equals 25% of thecommon stock account. The Code also stipulates that, to theextent that the sum of the additional paid-in capital accountand the legal reserve exceeds 25% of the common stockaccount, the amount of any such excess is available forappropriation by resolution of the shareholders.

Retained earnings include the legal reserve provided inaccordance with the provisions of the Code. The legalreserve of the Company included in retained earnings atMarch 31, 2002 and 2001 amounted to ¥5,561 million($41,812 thousand) and ¥5,345 million, respectively.

8. Income TaxesThe Company and its domestic subsidiaries are subject to anumber of taxes based on income which, in the aggregate,resulted in a statutory tax rate of approximately 42% for theyears ended March 31, 2002 and 2001. Foreign subsidiariesare subject to the income taxes of the countries in whichthey operate. The Company has provided for Japanesedeferred income taxes on the undistributed income of foreignsubsidiaries and affiliates for the year ended March 31, 2002as it is anticipated that such earnings will be returned asdividends in the future.

The effective tax rates reflected in the consolidatedstatements of income for the years ended March 31, 2002and 2001 differ from the above statutory tax rate for thefollowing reasons:

Deferred income taxes reflect the net tax effect of thetemporary differences between the carrying amounts ofassets and liabilities for financial reporting purposes and thecorresponding amounts for income tax purposes. Thesignificant components of deferred tax assets and liabilitiesof the Company and its consdidated subsidiaries at March31, 2002 and 2001 are summarized as follows:

9. LeasesThe following pro forma amounts present the acquisitioncosts, accumulated depreciation and net book value ofproperty leased to the Company and its domesticconsolidated subsidiaries as of March 31, 2002 and 2001which would have been reflected in the balance sheets iffinance leases other than those which transfer the ownershipof the leased property to the Company and its domesticconsolidated subsidiaries (which are currently accounted foras operating leases) were capitalized:

26

Thousands ofMillions of yen U.S. dollars

2002 2001 2002Deferred tax assets:

Retirement allowances ................. ¥ 5,097 ¥ 2,345 $ 38,323Allowance for litigation.................. 700 748 5,263Allowance for bonuses ................. 2,121 1,269 15,947Unrealized intercompany profit..... 561 710 4,218Accrued business tax ................... 743 1,500 5,586Depreciation expense................... 993 584 7,466Loss on revaluation of

investments in securities ........... 377 660 2,835Net operating loss carry-forwards ... 9,903 5,010 74,459Amortization expense................... 4,311 — 32,414Research and development

costs .......................................... 3,134 — 23,564Other ............................................ 8,878 4,096 66,752

Gross deferred tax assets ................ 36,818 16,922 276,827Valuation allowance ..................... (12,728) (5,010) (95,699)

Total deferred tax assets .................. ¥ 24,090 ¥ 11,912 $ 181,128

Deferred tax liabilities:Reserve for advanced

depreciation deduction .............. ¥ (554) ¥ (433) $ (4,165)Reserve for accelerated

depreciation............................... (331) (248) (2,489)Revaluation gain on

investments in securities ........... (487) (2,102) (3,662)Other ............................................ (1,984) (216) (14,917)

Total deferred tax liabilities .............. (3,356) (2,999) (25,233)Net deferred tax assets..................... ¥ 20,734 ¥ 8,913 $ 155,895

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

2002 2001Statutory tax rate ........................................... 42.0% 42.0%

Expenses not deductible from taxable income...................................... 8.0 4.7

Income not added to taxable income ........ (3.7) (9.5)Elimination of dividends

upon consolidation ............................... 3.4 5.4Net loss of consolidated subsidiaries ....... — 43.8Tax credits primarily for research and

development costs ................................ (5.6) —Other.......................................................... (1.4) (0.6)

Effective tax rate ............................................ 42.7% 85.8%

Millions of yen2002

Acquisition Accumulated Net bookcost depreciation value

¥ 230 ¥ 117 ¥ 1132,763 1,425 1,3381,303 821 482

¥ 4,296 ¥ 2,363 ¥ 1,933

Category of property:Machinery ...................................Tools and equipment ..................Other............................................

Total................................................

Millions of yen2001

Acquisition Accumulated Net bookcost depreciation value

¥ 303 ¥ 194 ¥ 1092,796 1,693 1,1031,269 609 660

¥ 4,368 ¥ 2,496 ¥ 1,872

Category of property:Machinery ...................................Tools and equipment ..................Other............................................

Total................................................

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Lease payments of the Company and its domesticconsolidated subsidiaries relating to finance leasetransactions amounted to ¥870 million ($6,541 thousand)and ¥892 million for the years ended March 31, 2002 and2001, respectively.

Depreciation expense on the leased assets calculated by thestraight-line method would have amounted to ¥870 million($6,541 thousand) and ¥892 million for the years endedMarch 31, 2002 and 2001, respectively, if they had beenreflected in the balance sheets.

Future minimum payments (including the interest portionthereon) subsequent to March 31, 2002 under financeleases other than those which transfer the ownership of theleased property to the Company and its domesticconsolidated subsidiaries are summarized as follows:

Future minimum payments subsequent to March 31, 2002under operating leases are summarized as follows:

10. Retirement BenefitsThe following table sets forth the funded and accrued status ofthe plans, and the amounts recognized in the consolidatedbalance sheets as of March 31, 2002 and 2001 for the

Company’s and the consolidated subsidiaries’ defined benefitplans:

Of the above, the following amounts have been carried overfrom Mitsubishi-Tokyo Pharmaceuticals, Inc. as a result ofthe merger effected on October 1, 2001.

The components of retirement benefit expense for the yearsended March 31, 2002 and 2001 are outlined as follows:

The assumptions used in accounting for the defined benefitplans for the years ended March 31, 2002 and 2001 are asfollows:

27

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Thousands of U.S. dollars2002

Acquisition Accumulated Net bookcost depreciation value

$ 1,730 $ 880 $ 85020,774 10,714 10,0609,797 6,173 3,624

$ 32,301 $ 17,767 $ 14,534

Category of property:Machinery ...................................Tools and equipment ..................Other............................................

Total................................................

Millions Thousands ofYear ending March 31, of yen U.S. dollars

2003 ............................................. ¥ 811 $ 6,0982004 and thereafter ...................... 1,122 8,436

¥ 1,933 $ 14,534

Millions Thousands ofYear ending March 31, of yen U.S. dollars

2003 ............................................ ¥ 490 $ 3,6842004 and thereafter ..................... 575 4,323

¥ 1,065 $ 8,007

Thousands of Millions of yen U.S. dollars

2002 2001 2002

¥ (119,578) ¥ (78,339) $ (899,083)76,689 60,409 576,609

(42,889) (17,930) (322,474)

5,634 13 42,36128,739 9,256 216,083

(134) (71) (1,007)¥ (8,650) ¥ (8,732) $ (65,037)

Retirement benefit obligations at end of year......................................

Fair value of plan assets at end of year .....Unfunded retirement benefit obligation ....Unrecognized net retirement benefit

obligation at transition.........................Unrecognized actuarial loss.................Unrecognized prior service cost .........Accrued retirement benefits ...............

Thousands of Millions of yen U.S. dollars

2002 2001 2002

¥ 3,698 ¥ 2,862 $ 27,8043,386 2,803 25,459

(2,152) (2,044) (16,180)

946 12,525 7,1132,244 (28) 16,872

(2,078) (2,981) (15,624)¥ 6,044 ¥ 13,137 $ (45,444)

Service cost ......................................Interest cost .......................................Expected return on plan assets ..........Amortization:

Net retirement benefit obligation at transition ................................

Actuarial loss (gain) .......................Prior service cost ..........................

Retirement benefit expense..............

2002 2001

Discount rates............................ Principally 3.0% Principally 3.5%Expected rate of return

on plan assets ....................... Principally 3.5% Principally 3.5%

Millions Thousands of of yen U.S. dollars

¥ (32,788) $ (246,526)

19,378 145,699

(13,410) (100,827)

5,628 42,3165,449 40,970

¥ (2,333) $ (17,541)

Retirement benefit obligation at end of year .....................................

Fair value of plan assets at end of year .....................................

Unfunded retirement benefitobligation .......................................

Unrecognized net retirement benefit obligation at transition ........

Unrecognized actuarial loss..............Accrued retirement benefits..............

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11. Research and Development CostsResearch and development costs included in selling, generaland administrative expenses for the years ended March 31,2002 and 2001 amounted to ¥34,313 million ($257,992thousand), and ¥19,010 million, respectively.

12. DerivativesDerivative financial instruments are stated at fair value andutilized by the Company and its consolidated subsidiaries toreduce the risks inherent in potential interest and foreignexchange rate fluctuations. The Company and itsconsolidated subsidiaries do not hold or issue derivatives forspeculative trading purposes.

At March 31, 2002 and 2001, interest-rate options andswaps were as follows:

13. Amounts per ShareAmounts per share of net income and shareholders’ equity arebased on the weighted-average number of shares of commonstock outstanding during each year and the number of sharesof common stock outstanding at the year-end, respectively, inaccordance with the Securities and Exchange Law.

Cash dividends per share represent the cash dividendsproposed by the Board of Directors as applicable to therespective years together with the interim cash dividends paid.

14. Supplementary Cash Flow Information1) Cash and cash equivalents

In the presentation of the consolidated statements of cashflows, the following items from the consolidated balancesheets at March 31, 2002 and 2001 have been includedunder cash and cash equivalents:

2) Significant non-cash transactionsSee Note 16 which summarizes the assets and liabilitieswhich the Company acquired from Mitsubishi-TokyoPharmaceuticals, Inc. as of the merger date.

28

Thousands of U.S. dollars2002

Forward exchange contracts:Foreign currency, purchase ............... $ 7,015 $ (8)

Interest-rate options:Purchase (CAP) ................................. — —

Interest-rate swaps:Variable-rate into fixed-rate obligations.... 16,797 (406)

Notionalamounts

Unrealized gain (loss)

Yen U.S. dollars

2002 2001 2002

¥ 24.54 ¥ 9.93 $ 0.18¥ 420.06 ¥ 545.87 $ 3.16¥ 10.00 ¥ 11.00 $ 0.08

Net income ......................................Shareholders’ equity .......................Cash dividends applicable to the year .....

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Millions of yen2002

Forward exchange contracts:Foreign currency, purchase ............... ¥ 933 ¥ (1)

Interest-rate options:Purchase (CAP) ................................. — —

Interest-rate swaps:Variable-rate into fixed-rate obligations.... 2,234 (54)

Millions of yen2001

Forward exchange contracts:Foreign currency, purchase ............... ¥ — ¥ —

Interest-rate options:Purchase (CAP) ................................. 3,000 0

Interest-rate swaps:Variable-rate into fixed-rate obligations.... 2,098 (41)

Notionalamounts

Notionalamounts

Unrealized gain (loss)

Unrealized gain (loss)

Thousands of Millions of yen U.S. dollars

2002 2001 2002

¥ 35,882 ¥ 43,090 $ 269,790500 530 3,759

8,000 — 60,15044,382 43,620 333,699

(5,109) (135) (38,413)

¥ 39,273 ¥ 43,485 $ 295,286

Cash and deposits ............................Securities ..........................................Cash equivalents in other

current assets ................................Subtotal ....................................

Time deposits with original maturities of more than 3 months.....................

Cash and cash equivalents at end of year .....................................

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29

15. Segment InformationThe following tables present the consolidated segment information classified according to business sector and geographicalarea.

1) Business segments

I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income.........................

II. Assets, depreciation/amortization and capital expendituresTotal assets..................................Depreciation and amortization ........Capital expenditures ....................

¥ 205,078 ¥ 23,113 ¥ 792 ¥ 228,983 ¥ — ¥ 228,98379 2,588 2,561 5,228 (5,228) —

205,157 25,701 3,353 234,211 (5,228) 228,983187,809 24,287 2,834 214,930 (5,912) 209,018

¥ 17,348 ¥ 1,414 ¥ 519 ¥ 19,281 ¥ 684 ¥ 19,965

¥ 292,225 ¥ 25,307 ¥ 7,827 ¥ 325,359 ¥ 27,205 ¥ 352,56411,123 1,645 166 12,934 (84) 12,85010,936 2,085 30 13,051 (25) 13,026

ChemicalsPharma-ceuticals Other Total

Eliminations and general

corporate assetsConsolidated

Year ended March 31, 2002

Millions of yen

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income.........................

II. Assets, depreciation/amortizationand capital expendituresTotal assets..................................Depreciation and amortization ........Capital expenditures ....................

¥ 154,799 ¥ 25,897 ¥ 717 ¥ 181,413 ¥ — ¥ 181,41364 2,446 3,775 6,285 (6,285) —

154,863 28,343 4,492 187,698 (6,285) 181,413149,243 26,485 4,028 179,756 (6,264) 173,492

¥ 5,620 ¥ 1,858 ¥ 464 ¥ 7,942 ¥ (21) ¥ 7,921

¥ 206,373 ¥ 25,859 ¥ 8,063 ¥ 240,295 ¥ 47,404 ¥ 287,6998,942 1,463 189 10,594 (82) 10,512

12,636 1,613 48 14,297 (54) 14,243

ChemicalsPharma-ceuticals Other Total

Eliminations and general

corporate assetsConsolidated

Year ended March 31, 2001

Millions of yen

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30

2) Geographic area segments

I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income (loss) ...............

II. Assets ............................................

¥ 188,378 ¥ 36,608 ¥ 3,997 ¥ 228,983 ¥ — ¥ 228,983751 3,272 65 4,088 (4,088) —

189,129 39,880 4,062 233,071 (4,088) 228,983163,284 49,052 3,541 215,877 (6,859) 209,018

¥ 25,845 ¥ (9,172) ¥ 521 ¥ 17,194 ¥ 2,771 ¥ 19,965

¥ 263,302 ¥ 54,431 ¥ 4,169 ¥ 321,902 ¥ 30,662 ¥ 352,564

North AmericaJapan Asia Total

Eliminations and general

corporate assetsConsolidated

Year ended March 31, 2002

Millions of yen

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income (loss) ...............

II. Assets ............................................

¥ 156,198 ¥ 21,471 ¥ 3,744 ¥ 181,413 ¥ — ¥ 181,413436 1,082 83 1,601 (1,601) —

156,634 22,553 3,827 183,014 (1,601) 181,413134,798 36,662 3,512 174,972 (1,480) 173,492

¥ 21,836 ¥ (14,109) ¥ 315 ¥ 8,042 ¥ (121) ¥ 7,921

¥ 191,375 ¥ 41,624 ¥ 4,000 ¥ 236,999 ¥ 50,700 ¥ 287,699

North AmericaJapan Asia Total

Eliminations and general

corporate assetsConsolidated

Year ended March 31, 2001

Millions of yen

I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income.........................

II. Assets, depreciation/amortizationand capital expendituresTotal assets..................................Depreciation and amortization ........Capital expenditures ....................

$ 1,541,940 $ 173,782 $ 5,955 $ 1,721,677 $ — $ 1,721,677594 19,459 19,255 39,308 (39,308) —

1,542,534 193,241 25,210 1,760,985 (39,308) 1,721,6771,412,098 182,609 21,308 1,616,015 (44,451) 1,571,564

$ 130,436 $ 10,632 $ 3,902 $ 144,970 $ 5,143 $ 150,113

$ 2,197,180 $ 190,278 $ 58,850 $ 2,446,308 $ 204,549 $ 2,650,85783,632 12,368 1,248 97,248 (631) 96,61782,226 15,677 225 98,128 (188) 97,940

ChemicalsPharma-ceuticals Other Total

Eliminations and general

corporate assetsConsolidated

Year ended March 31, 2002

Thousands of U.S. dollars

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31

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income (loss) ...............

II. Assets...............................................

$ 1,416,376 $ 275,248 $ 30,053 $ 1,721,677 $ — $ 1,721,6775,647 24,602 488 30,737 (30,737) —

1,422,023 299,850 30,541 1,752,414 (30,737) 1,721,6771,227,699 368,812 26,624 1,623,135 (51,571) 1,571,564

$ 194,324 $ (68,962) $ 3,917 $ 129,279 $ 20,834 $ 150,113

$ 1,979,714 $ 409,256 $ 31,346 $ 2,420,316 $ 230,541 $ 2,650,857

North AmericaJapan Asia Total

Eliminations and general

corporate assetsConsolidated

Year ended March 31, 2002

Thousands of U.S. dollars

3) Overseas sales

Thousands of Millions of yen U.S. dollars

2002 2001 2002

¥ 23,583 ¥ 13,852 $ 177,3167,609 6,867 57,2119,988 6,998 75,0984,489 1,577 33,751

¥ 45,669 ¥ 29,294 $ 343,376

¥ 228,893 ¥ 181,413 $ 1,721,677

19.9% 16.1% —

North America..................................Asia..................................................Europe .............................................Other ................................................Total overseas sales........................

Consolidated sales ..........................Overseas sales as a percentage

of consolidated sales.....................

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32

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

16. Merger with Mitsubishi-TokyoPharmaceuticals, Inc.

On October 1, 2001, the Company merged with Mitsubishi-Tokyo Pharmaceuticals, Inc. (“MTP”), with the Company asthe surviving entity. The Company issued 183,600,000 newshares of common stock in exchange for all outstandingshares of common stock of MTP as of the date of themerger, on the basis of the agreed-upon ratio of 600 sharesof the Company’s common stock to each one share ofMTP’s common stock.

The following is a summary of the assets and liabilities whichthe Company took over from MTP as of the date of themerger:

17. Subsequent Events1) The following appropriations of retained earnings of the

Company, which have not been reflected in theaccompanying consolidated financial statements for theyear ended March 31, 2002, were approved at a generalmeeting of the shareholders held on June 27, 2002:

2) Acquisition and divestitureOn June 10, 2002, Yoshitomi Fine Chemicals, Ltd., aconsolidated subsidiary of the Company, entered into anagreement with Mitsubishi Chemical Corporation tointegrate its active pharmaceutical ingredients andpharmaceutical intermediates business and its finechemicals business.

In accordance with the terms of the agreement, YoshitomiFine Chemicals, Ltd. will acquire the active pharmaceuticalingredients and pharmaceutical intermediates businessand a portion of the fine chemicals business of MitsubishiChemical Corporation on October 1, 2002, by means of acorporate split and will issue 4,968 shares of its owncommon stock to Mitsubishi Chemical Corporation. Theassets and liabilities (at their estimated fair value atSeptember 30, 2002) which are expected to be transferredto Yoshitomi Fine Chemicals, Ltd. from these divisionsamount to ¥5,800 million ($43,609 thousand) and ¥2,100million ($15,789 thousand), respectively.

Subsequent to the completion of this business acquisition,Yoshitomi Fine Chemicals, Ltd. will change its name toAPI Corporation.

Millions Thousands ofof yen U.S. dollars

Cash dividends (¥6 = $0.05 per share) ¥ 2,748 $ 20,662Bonuses to directors and corporate auditors ¥ 57 $ 429

Millions Thousands of of yen U.S. dollars

Cash and deposits........................................... ¥ 1,036 $ 7,789Notes and accounts receivable, trade ............. 33,240 249,925Inventories....................................................... 10,185 76,579Deferred income taxes .................................... 3,016 22,676Other current assets........................................ 5,430 40,827Allowance for doubtful receivables.................. (74) (556)

Total current assets .................................... 52,833 397,240

Property, plant and equipment ........................ 19,543 146,940Investments and other assets ......................... 5,570 41,880

Total assets................................................. ¥ 77,946 $ 586,060

Short-term bank loans ..................................... ¥ 12,700 $ 95,489Current portion of long-term debt .................... 290 2,180Notes and accounts payable, trade................. 4,165 31,316Accounts payable, other.................................. 14,323 107,692Other current liabilities..................................... 7,276 54,706

Total current liabilities ................................. 38,754 291,383

Long-term debt ................................................ 815 6,128Accrued retirement benefits for employees..... 3,127 23,511Other long-term liabilities................................. 100 752

Total liabilities ............................................. ¥ 42,796 $ 321,774

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33

Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries

Report of Independent Certified Public Accountants

The Board of DirectorsMitsubishi Pharma Corporation

We have audited the consolidated balance sheets of Mitsubishi Pharma Corporation (formerly WelfideCorporation) and consolidated subsidiaries as of March 31, 2002 and 2001, and the related consolidatedstatements of income, shareholders’ equity and cash flows for the years then ended, all expressed in yen. Ouraudits were made in accordance with auditing standards, procedures and practices generally accepted andapplied in Japan and, accordingly, included such tests of the accounting records and such other auditingprocedures as we considered necessary in the circumstances.

In our opinion, the accompanying consolidated financial statements, expressed in yen, present fairly theconsolidated financial position of Mitsubishi Pharma Corporation and consolidated subsidiaries at March 31,2002 and 2001, and the consolidated results of their operations and their cash flows for the years then ended inconformity with accounting principles and practices generally accepted in Japan applied on a consistent basis.

As described in Note 2, Mitsubishi Pharma Corporation and consolidated subsidiaries adopted new accountingstandards for foreign currency translation, financial instruments and retirement benefits effective the year endedMarch 31, 2001 in the preparation of their consolidated financial statements.

The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year endedMarch 31, 2002 are presented solely for convenience. Our audit also included the translation of yen amountsinto U.S. dollar amounts and, in our opinion, such translation has been made on the basis described in Note 3.

Osaka, JapanJune 27, 2002

See Note 1 which explains the basis of preparation of the consolidated financial statements of Mitsubishi PharmaCorporation under Japanese accounting principles and practices.

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34

Overview

Company Name: Mitsubishi Pharma Corporation

Date of Establishment: October 1, 2001

Headquarters: 2-6-9, Hiranomachi, Chuo-ku Osaka 541-0046, Japan

Tokyo Headquarters: 2-2-6, Nihonbashi-Honcho, Chuo-ku Tokyo 103-8405, Japan

Primary Business Activities: The manufacture, sales and marketing, and import and export of pharmaceuticals

President & CEO: Teruo Kobori

Paid-in Capital: ¥30,560 million

Shares of Common Stock Issued: 458,434,883

Listings on Stock Exchange: Tokyo, Osaka, Fukuoka

Japanese Stock Exchange Trade Code: 4509

Principal Shareholders: Mitsubishi Chemical CorporationTakeda Chemical Industries, Ltd.(as of March 31, 2002)

Number of Employees: 5,339 [within Group: 9,020] (as of March 31, 2002)

Fiscal Year-end: March 31

Board of Directors

President and CEO: Teruo Kobori*

Senior Managing Director: Takeshi Komine**Representative Director

Managing Directors: Yoshihiko KawaseHisashi Ishikawa

Executive Adviser: Shinichiro Handa

Board Director: Kunihiko Shimojuku

Standing Corporate Auditors: Mitsuo AokiHiroki MatsuiKazumichi Irie

Corporate Auditors: Toshihiko Murate Shoutaro Yoshimura

(as of June 27, 2002)

Corporate Data

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35

Domestic Network

Headquarters 2-6-9, Hiranomachi, Chuo-ku Osaka 541-0046, JapanTel: +81-6-6201-1600

Annex2-5-6, Awajimachi, Chuo-kuOsaka 541-0047, JapanTel: +81-6-6201-1600

Tokyo Headquarters2-2-6, Nihonbashi-Honcho, Chuo-kuTokyo 103-8405, JapanTel: +81-3-3241-7905

Main Branches Hokkaido, Tohoku, Joshinetsu, Saitama,Chiba, Tokyo, Yokohama, Nagoya, Kyoto,Osaka, Kobe, Chugoku, Shikoku, Kyushu

Plants Iwaki, Ashikaga, Kashima, Umeda,Yodogawa, Osadano, Yoshitomi

Research CentersKazusa 1-1- 1, Kazusa-Kamatari, KisarazuChiba 292-0818, JapanTel: +81-438-52-3511

Yokohama1000, Kamoshida-cho, Aoba-kuYokohama 227-0033, JapanTel: +81-45-963-3300

Tokyo3-7-25, Koyata, IrumaSaitama 358-0026, JapanTel: +81-42-963-3300

Osaka 2-25-1, Shodai-Ohtani, HirakataOsaka 573-1153, JapanTel: +81-72-850-0100

Fukusaki214-1, Yamasaki, Fukusaki-cho Kanzaki-gun, Hyogo 679-2296, JapanTel: +81-790-22-5700

Pharmaceutical Development CentersKashima14, Sunayama, Hasaki-machi Kashima-gun, Ibaraki 314-0255, JapanTel: +81-479-46-6112

Yoshitomi955, Oaza-Koiwai Yoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-23-8950

Pharmaceuticals and Chemicals Affiliates API Corporation2-4-9, Hiranomachi, Chuo-kuOsaka 541-0046, JapanTeI: +81-6-6201-1900

Yoshitomiyakuhin Corporation 2-5-6, Awajimachi, Chuo-kuOsaka 541-0047, JapanTel: +81-6-6202-8455

CAREX, lnc.1-1-47, Chuo, Joto-kuOsaka 536-0005, JapanTel: +81-6-6935-9255

Seac Yoshitomi, Ltd. 955, Oaza-Koiwai Yoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-22-9577

BIPHA CORPORATION 1007-124, lzumisawa, ChitoseHokkaido, 066-0051, JapanTel: +81-123-28-8180

ATOFINA Yoshitomi, Ltd. 2-4-9, Hiranomachi, Chuo-kuOsaka 541-0046, JapanTel: +81-6-6201-2646

Logistics Affiliates Yoshitomi Warehouses Co., Ltd. 1-259 Aza-Mukaiwari Aotashindentobichi, KashiwaChiba 227-0881, JapanTel: +81-471-31-3245

Kyushu Yoshitomi Distribution Co., Ltd. 955, Oaza-KoiwaiYoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-23-8909

Services Affiliate Welfide Service Corporation 2-5-6, Awajimachi, Chuo-kuOsaka 541-0047, JapanTel: +81-6-6202-8451

Construction Affiliate Yoshitomi Engineering, Ltd.955, Oaza-KoiwaiYoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-22-0011

OtherFuji Kosan, Ltd. 3-16-8, KamitominoKokurakitaku, KitakyushuFukuoka 802-0022, JapanTel: +81-93-531-4636

Overseas Network

International Offices BeijingRoom 901 , CITIC Building 19,Jianguomenwai DajieBeijing 100004, People’s Republic of ChinaTel: +86-10-6500-6424

ShanghaiRoom 5603 Plaza 661266 Nanjing West RoadJingan District, Shanghai 200040People’s Republic of ChinaTel: +86-21-6288-1830

AffiliatesWelfide International Corporation5555 Valley Blvd.Los Angeles, CA 90032, USATel: +1-323-227-7599

Alpha Therapeutic Corporation5555 Valley Blvd.Los Angeles, CA 90032, USATel: +1-323-225-2221

Alpha Therapeutic Thailand Ltd.8th Fl., Liberty Square, 287 Silom Rd.Bangrak, Bangkok 10500, ThailandTel: +66-2-631-2056

Midori Pharmerica Corporation150 East 52nd St.New York, NY 10022, USATel: +1-212-644-8642

Taiwan Green Cross Co., Ltd.Taipei Office6th Fl., No. 244, Sec. 3Chengteh Rd., Taipei, TaiwanTel: +886-2-2596-0277

Alpha Therapeutic Asia Pte., Ltd.1 Maritime Square #10-33AWorld Trade Centre, Singapore 099253Tel: +65-273-1033

Welfide Korea Co., Ltd.903-4, Sangsin-Ri, Hyangnam-MyunHwasung-Gun, Kyonggi-Do, KoreaTel: +82-339-353-6671

Green Cross Guangzhou Pharmaceutical Co., Ltd.Jiaoyuan Rd., GETDD, GuangzhouPeople’s Republic of ChinaTel: +86-20-8222-0238

Mitsubishi Pharma Europe Ltd.Jupiter House, Triton Court14 Finsbury SquareLondon EC2A 1BR, UKTel: +44-20-7065-5000

Mitsubishi Pharma America, Inc.25 Independence Blvd., Suite 201Warren, NJ 07059, USATel: +1-908-607-1950

Directory

Page 37: Annual Report 2002 - 田辺三菱製薬株式会社 Mitsubishi Pharma Corporation Net Sales (¥ in millions) Net Income (¥ in millions) Total Assets (¥ in millions) 199,157 181,413

2-6-9,Hiranomachi,Chuo-ku,Osaka 541-0046,JapanTel: +81-6-6201-1696 Fax: +81-6-6277-5165 URL: http://www.m-pharma.co.jp