ANNUAL Otsuka Holdings Co., Ltd. ANNUAL REPORT 2015 REPORT 2015 For the year ended December 31, 2015 Corporate Philosophy These words embody our commitment to: Creating Contributing to the Improving human innovative lives of people health products worldwide In keeping with this corporate philosophy and the Otsuka mottos of Jissho (Proof through Execution) and Sozosei (Creativity), the Otsuka Group strives to utilize its unique assets and skills to develop differentiated scientific solutions which contribute to the lives of people worldwide in the form of innovative and creative products ranging from pharmaceuticals to consumer products. We are striving to cultivate a culture and a dynamic corporate climate reflecting our vision as a healthcare company. Consistent with this approach, we are dedicated to achieving global sustainability, to our relationships with local communities and to the protection of the natural environment. Monuments embodying the Otsuka Group Philosophy Giant Tomato Trees / Bent Giant Cedar / Floating Stone These three monuments embody the Otsuka Group philosophy, reminding all who visit the birthplace of the Otsuka Group in Tokushima of the importance of being creative and open-minded to new ideas. Message from Corporate the President Philosophy Progress report on the Second Medium-Term Explanation of the Otsuka Group’s Management Plan and description of strategic corporate philosophy moves to achieve sustainable medium- and long-term growth moving forward. Business P.00 P.10 Contents Model Overview of the Otsuka Group’s business in Brief model P.04 History Brief history of the Otsuka Group including establishment of affiliates and subsidiaries Fiscal 2015 Financial Business Results P.08 Highlights Business summary and sales activities in Segment-by-segment overview of major the Otsuka Group's four primary business indicators and business business segments performance trends Corporate Social P.18 P.17 Responsibility Overview of Otsuka Group social contribution activities Corporate P.44 Governance Overview of the Otsuka Group corporate governance structure and risk management structure P.48 Contents 02 Corporate Information 10 Message from the President 52 Financial Review 04 Business Model 17 Financial Highlights 58 Consolidated Financial Statements Group Structure & Overview of Main Notes to Consolidated Financial 06 18 FY 2015 Business Results 63 Operating Companies Statements 07 Global Network 44 Corporate Social Responsibility 85 Group Companies 08 History 48 Corporate Governance 86 Shareholder Information 01 Corporate Information Otsuka Holdings was established on July 8, 2008 as a holding company for the Otsuka Group to improve overall Group corporate value. Otsuka Holdings supports the sustainable growth of Group companies, maximizes the Group’s synergies by integrating management resources, increases management efficiency, and empowers employees and organizations. Corporate profile (as of December 31, 2015) Company organization (as of April 30, 2016) Company Name Otsuka Holdings Co., Ltd. Shareholders’ Meeting Internal Audit Department Established July 8, 2008 Investor Relations Department Capital ¥81.69 billion Board of Directors Head Office 2-9 Kanda-Tsukasamachi, Chiyoda-ku, Tokyo 101- Public Relations Department 0048, Japan Business Development and Planning Tokyo Headquarters Shinagawa Grand Central Tower, 2-16-4 Konan, Chairman Minato-ku, Tokyo 108-8241, Japan President Corporate Finance & Telephone +81-3-6717-1410 (switchboard) Accounting Department Number of employees 78 (Consolidated: 30,638) Corporate Service Department Business description Control, management and related activities with Human Resources Department respect to the Company's subsidiaries and affiliates active in the pharmaceutical industry, nutraceutical industry, consumer products and other areas. Administration Department URL http://www.otsuka.com/en/ Legal Affairs Department Internal Control Department Audit & Supervisory Board Members / Audit & Supervisory Audit & Supervisory Board Board Members’ Office Directors P.03 Audit & Supervisory P.04 Business Model P.10 Message from the President P.48 Corporate Governance Board Members 02 Directors Front row, from left: Atsumasa Makise, Ichiro Otsuka, Tatsuo Higuchi, Yoshiro Matsuo Back row, from left: Tadaaki Kounose, Tatsuro Watanabe, Sadanobu Tobe, Yasuyuki Hirotomi, Yukio Matsutani Chairman and President and Senior Managing Executive Outside Representative Director Representative Director, CEO Directors Directors Directors Ichiro Otsuka Tatsuo Higuchi Atsumasa Makise Sadanobu Tobe Yasuyuki Hirotomi Yoshiro Matsuo Tatsuro Watanabe Tadaaki Kounose Yukio Matsutani Audit & Supervisory Board Members Standing Audit & Supervisory Board Member Takaharu Imai Outside Audit & Supervisory Board Members Norikazu Yahagi Hiroshi Sugawara Yoko Wachi From left: Hiroshi Sugawara, Takaharu Imai, Norikazu Yahagi, Yoko Wachi 03 Business Model The Otsuka Group operates a wide range of businesses to contribute to the health of people all around the world. Taking a comprehensive view of healthcare, the Group focuses on the pharmaceutical business, which provides comprehensive health support from diagnosis to treatment of diseases, and the nutraceutical business, which helps to maintain and Nutraceutical promote people’s health. Business for yet-to-be-imagined needs Pharmaceutical Business for unmet medical needs Total Healthcare from prevention to treatment Business Segments The Otsuka Group has developed a wide range of products utilizing its experience Therapeutic drugs The Otsuka Group’s pharmaceutical business focuses on the core areas of the central Innovative Products Pharmaceutical and expertise in clinical nutrition—the bedrock of its business since the beginning— Clinical nutrition nervous system and oncology. Furthermore, the Group is engaged in a wide range of elds Developed for and has harnessed this spirit of innovation to create new markets. Many of its business Diagnostics and businesses, including the cardiovascular system, gastroenterology, ophthalmology, the Pharmaceutical Business products have become long sellers with inuential brand strength. Medical devices clinical nutrition, and diagnostics and medical device businesses. Functional beverages and foods Nutraceutical The Otsuka Group’s nutraceutical business focuses on functional beverages and foods Sterilization technology Pouch-packed foods Cosmedics business that help maintain and promote day-to-day well-being. OTC products, Quasi-drugs Intravenous solutions Functional beverages Ideas from Beverages Creating Consumer products The Otsuka Group’s consumer products business focuses on delivering familiar food our new Foods business and beverages that are delicious, safe, reassuring, and healthy. pharmaceutical categories business Alcoholic beverages Vitamins Vitamins + carbonated beverages Chemicals Other business Distribution The Otsuka Group’s other business operates multiple businesses such as chemicals, Medical foods Nutritionally balanced food Packaging transportation, warehousing, and electronic equipment. Electronic equipment 04 The Otsuka Group operates a wide range of businesses to contribute to the health of people all around the world. Taking a comprehensive view of healthcare, the Group focuses on the pharmaceutical business, which provides comprehensive health support from diagnosis to treatment of diseases, and the nutraceutical business, which helps to maintain and Nutraceutical promote people’s health. Business for yet-to-be-imagined needs Pharmaceutical Business for unmet medical needs Total Healthcare from prevention to treatment Business Segments The Otsuka Group has developed a wide range of products utilizing its experience Therapeutic drugs The Otsuka Group’s pharmaceutical business focuses on the core areas of the central Innovative Products Pharmaceutical and expertise in clinical nutrition—the bedrock of its business since the beginning— Clinical nutrition nervous system and oncology. Furthermore, the Group is engaged in a wide range of elds Developed for and has harnessed this spirit of innovation to create new markets. Many of its business Diagnostics and businesses, including the cardiovascular system, gastroenterology, ophthalmology, the Pharmaceutical Business products have become long sellers with inuential brand strength. Medical devices clinical nutrition, and diagnostics and medical device businesses. Functional beverages and foods Nutraceutical The Otsuka Group’s nutraceutical business focuses on functional beverages and foods Sterilization technology Pouch-packed foods Cosmedics business that help maintain and promote day-to-day well-being. OTC products, Quasi-drugs Intravenous solutions Functional beverages Ideas from Beverages Creating Consumer products The Otsuka Group’s consumer products business focuses on delivering familiar food our new Foods business and beverages that are delicious, safe, reassuring, and healthy. pharmaceutical categories business Alcoholic beverages Vitamins Vitamins + carbonated beverages Chemicals Other business Distribution The Otsuka Group’s other business operates multiple businesses such as chemicals, Medical foods Nutritionally balanced food Packaging transportation, warehousing, and electronic equipment. Electronic equipment 05 Group Structure & Overview of Main Operating Companies Based on the corporate philosophy of “Otsuka-people creating new products for better health worldwide,” Otsuka Holdings aims to lead a global value-creating group that