Annual Report 2003
Transcription
Annual Report 2003
2003 Annual Report Mitsubishi Rayon Profile Mitsubishi Rayon Co., Ltd. was established in 1933 as a manufacturer of rayon staple. Since then, the Company has grown beyond the role of synthetic fiber maker to become a leading manufacturer of polymers based on the acrylic business — the MMA (methyl methacrylate) and AN (acrylonitrile) business complexes. Through constant anticipation of future needs, we have expanded our business into the fields of synthetic resins, carbon fibers and composite materials, plastic optical fibers, and high-performance membranes. In fiscal 2002, the first year of our three-year new medium-term management plan, Mitsubishi Rayon Group implemented investment for growth as planned and achieved substantial results in cost reduction exceeding the target for the term. We will steadily carry out the policies stipulated under the plan to further strengthen our core sectors while growing new core operations such as the Aqua-Sustainability Business. In this way, we plan to turn the Mitsubishi Rayon Group into a high-return, high-growth, unique specialty enterprise. Contents 1 Financial Highlights 17 Seven-Year Summary 2 A Message from the President 18 Financial Review 7 Board of Directors, Corporate Auditors and Executive Officers 20 Consolidated Balance Sheets 8 Strategies in Action 22 Consolidated Statements of Operations 10 MRC Group at a Glance 23 Consolidated Statements of Shareholders’ Equity 12 Business Performance Breakdown by Segment 24 Consolidated Statements of Cash Flows 12 Chemicals and Plastics 25 Notes to Consolidated Financial Statements 13 Fibers 33 Report of Independent Auditors 14 Specialty Products, Engineering and Others 34 Subsidiaries and Affiliates 15 Research & Development 36 Organization 16 Environmental Activity & Safety Report 37 Corporate Data Cover photograph: LaSpa Osaka — Mitsubishi Rayon’s fiber-optic lighting is in use at this natural spa and health center. Creating Opportunities for Growth by Leveraging Unique Specialties The MMA (methyl methacrylate) and AN (acrylonitrile) business complexes are the Mitsubishi Rayon Group’s two main sources of earnings. Boasting high levels of technological know-how and production capacity even by world standards, these two business complexes serve as powerful engines of growth in the many business fields in which the Group is engaged. To lay the foundations for further development, we have not only mapped out a growth strategy that leverages our strengths in these material categories, but are also promoting a product R&D and marketing approach closely attuned to user needs. By adopting a well-balanced mix of the product-out approach used by the business complexes and the market-in approach used by our specialty products and engineering businesses, we are confident of reorganizing our overall operations in the direction of high return and high growth. Overview of Business Segments AN Business Complex MMA Business Complex Based around methyl methacrylate (MMA) as the basic raw material as well as finished products made from MMA, this business complex is the Company’s largest, encompassing polymethyl methacrylate (PMMA), acrylic films, coating resins, artificial marble, plastic modifiers, plastic optical fiber (POF), and other products. The MMA Business Complex is far and away the largest in Asia in terms of scale, and is the largest in the world in terms of range of items produced. The management is aiming to leverage its structural strength to grow it into the world’s largest comprehensive business complex. Based around acrylonitrile (AN) as the basic raw material as well as finished products made from AN, this business complex produces acrylic fibers, carbon fibers, and hydrogen cyanide derivatives. It aims to become the largest polymer operation in Asia. Acrylic fibers are produced in Japan, where the Company boasts facilities that are No.1 in scale in Asia, while spinning is carried out in countries where wage levels are lower, such as Indonesia, the Philippines, and China. Carbon fibers are produced at plants in Japan and the United States using precursor materials produced by Asia’s largest acrylic fiber plant. Hydrogen cyanide, a byproduct of acrylonitrile production, is used as the raw material for various derivatives: these include flocculants, in which the Company is No.1 in Asia. The Complex is also developing a pharmaceutical intermediates business utilizing biotechnology and optical activity technology. Business Complexes and Segments Segments Acrylic Business Non-Acrylic Business AN Business MMA Business Complex Complex Chemicals and Plastics Sales ● ● ● ● ● ● ● ● ● ● ● Fibers Chemicals (MMA monomer, higher esters) Acrylic resins (PMMA sheets, pellets) Acrylic resin processed products (acrylic films, aircraft materials, bathtubs) Coating resins Plastic modifiers Artificial marble* Specialty Products, Engineering and Others Sales ● ● ● ● Plastic optical fibers Plastic rodlenses Prism sheets Construction materials (aquarium, domes, mirrors and sky lights) ¥101 billion Hydrogencyanide derivatives (pharmaceutical intermediates) AN monomer*, Acrylamide*, Flocculants* ● Acrylic fibers ● Carbon fibers and composite materials (tows, cloth, prepreg, reinforced resin pellets) ¥ 59 billion Methylamine, DMF Polyester resins ABS resins* ● Textiles (acetate fibers, polyester fibers) Acetate tow Polypropylene fibers Carpets ● Water purifiers Water treatment equipment and systems Plant engineering Printed circuit boards ¥140 billion ● ● ● ¥116 billion ¥94 billion Products marked with an asterisk are manufactured by equity-method affiliates. ● ● ● ¥90 billion ¥300 billion Future Growth Areas Construction Materials Business The Aqua-Sustainability Business Mitsubishi Rayon is advancing into the field of environmental protection, centered on its cutting-edge proprietary water treatment technology. We aim to grow the world’s leading membrane-based water treatment business. The Aqua-Sustainability Business breaks down into the areas of household-use water purification and industrial waste water treatment equipment employing hollow fiber membranes, and waste water treatment utilizing flocculants. Information Materials Business By leveraging our core competencies of optical control technology and molecular design technology, we aim to take advantage of our integrated polymethyl methacrylate production system to become a major player in the world market for optical fiber communications materials and devices. The Information Materials Business is involved in three business lines – the optical information transmission business, centered on plastic optical fibers; the optical sensor business, which revolves around rodlenses; and the electronic substrate business, whose main product is printed circuit boards. The Company’s goal is to establish itself as a significant presence in this market utilizing transparent resins as its main material. This business handles numerous product categories, including molding materials, sheets and films, earthquake reinforcing materials, materials for water tanks, mirror materials, materials for interior and exterior decoration, exterior wall materials, plastic materials for domes, and the construction of sports facilities. Life Science Business Mitsubishi Rayon is developing a new business that combines mainly biotechnology, hollow fiber membrane technology, and resin processing technology. Products include pharmaceutical intermediates, genome devices (DNA chips), and medical devices such as water purification and carbonation equipment. Energy Business This business segment consists of the sale of materials for fuel cells and for CNG tanks. The Company is adopting the market-in approach with a view to growing this segment as a priority area in the near future. Market-in approach Aqua-sustainability Product-out approach Global and unique special development Financial Highlights Mitsubishi Rayon Company, Limited and its Consolidated Subsidiaries Years ended March 31, 2003 and 2002 Thousands of U.S. dollars Millions of yen 2003 2002 2003 ¥300,641 ¥306,455 $2,501,173 12,089 529 100,574 6,002 (964) 49,933 Total assets 332,757 348,102 2,768,361 Shareholders’ equity 134,168 136,153 1,116,206 Net sales Income before income taxes and minority interests Net income (loss) Net income (loss) per share — Basic (yen and dollars) ¥ 9.61 ¥ (1.53) $ 0.08 Shareholders’ equity per share (yen and dollars) 218.44 217.34 1.817 Net cash provided by operating activities 31,077 31,685 258,544 Net cash used in investing activities (21,940) (16,991) (182,529) Net cash used in financing activities (12,517) (14,534) (104,135) 7,400 10,948 61,564 Cash and cash equivalents at end of year Notes: 1. The translation of yen amounts into U.S. dollars is included solely for convenience, as a matter of arithmetical computation only, at the rate of ¥120.20=$1. 2. The computation of net income (loss) per share is based on the weighted average number of shares of common stock outstanding during each year. Net sales Net income (loss) Total assets (¥ billion) (¥ billion) (¥ billion) Net income (loss) per share (¥) 349 347 310 313 326 9.6 411 402 306 300 8.2 7.2 378 7.6 358 359 348 15.4 332 13.0 11.4 6.0 12.1 9.6 -0.1 -0.9 97 98 99 00 01 02 03 97 98 99 00 01 02 -0.2 -1.5 03 97 98 99 00 01 02 03 97 98 99 00 01 02 03 1 A Message from the President Yoshiyuki Sumeragi President We’re on our way to becoming a high-profit corporate group with high-growth potential, possessing a unique combination of specialty chemicals. Our employees are firmly resolved to transform the Mitsubishi Rayon Group into a high-return, high-growth enterprise — the primary goal marked out in our “Program: US ➝ 2004” three-year medium-term management plan, which was inaugurated in fiscal 2002. We will do everything in our power to further the growth of the Company by focusing our management resources on becoming the world’s number one company in the acrylic business — the MMA (methyl methacrylate) and AN (acrylonitrile) business complexes. 2 Q Please tell us about the Company’s performance since the inaugural year of the current medium-term management plan. A We have made some solid investments in our future growth and achieved cost reductions beyond our expectations. I. Building the world’s strongest acrylic product chain The medium-term management plan places importance on three target areas: 1) global expansion of the acrylic business, 2) reform of the Company’s earnings structure and cost structure, and 3) cultivating new businesses. In the first area, targeting the acrylic business, we plan to focus on the high growth potential of the East Asian market by constructing and putting into operation a number of plants in Japan and overseas, starting in fiscal 2003. (1) Acrylic powder (15,000-ton annual production capacity) Acrylic powder is an environmentally-friendly material used for automotive undercoating and body sealers. Substantial growth is expected in the market for this powder. The Otake Production Center in Hiroshima, where this powder is to be produced, was put into operation in June 2003. (2) Acrylic pellets for molded products (40,000-ton annual production capacity) A factory for the production of acrylic pellets to be used in automotive and IT sector manufacturing, located in Nandong, Jiangsu Province, China, is to go into operation in November 2003. (3) Acrylic sheets (20,000-ton annual production capacity) Construction has begun on a factory adjacent to the above-mentioned premises in Nandong, Jiangsu Province, China, to manufacture acrylic resin sheets. The plant is scheduled to go into operation in May 2005, and it will employ a competitive high-quality, high-performance continuous production method developed by Mitsubishi Rayon. (4) MMA monomers (100,000-ton annual production capacity) The Company is planning the construction of an MMA monomer plant in China, which it hopes will go into operation in 2005. This will provide a unified structure for our acrylic business, from upstream monomers to downstream polymers. 3 (5) Acrylic fibers (50,000-ton annual production capacity) Construction is to begin on a factory in Ningbo, Zhejiang province for the production of acrylic fibers, targeted to go into operation in July 2005. The factory is to be built in China to take advantage of the rapidly growing market in that country, which already has the world’s greatest demand for acrylic fibers. At the same time, the carbon fiber business is losing profitability due to an excess supply worldwide. The Company is targeting a major recovery of earnings from this business through substantial cost cuts from improvements in production technology, development of industrial uses for the carbon fibers, and improvements in the Company’s marketing structure for this business. II. Targeting ¥11 billion in cost reductions over three-year period under the current medium-term management plan The Company is rigorously promoting the structural reform of its expenses. In fiscal 2002, the Company made a thorough examination of the entire process from raw material procurement to production and distribution and succeeded in cutting costs by approximately ¥3.5 billion. During the two-year period from fiscal 2003 to 2004, we will be resolute in our pursuit of measures to streamline the Company by another ¥7.5 billion. III. Cultivating new businesses for the next generation Mitsubishi Rayon is seeking ways to become involved in new lines of business. Selecting from among those areas in which we excel, we are working toward boosting our chances of success and establishing ourselves in these businesses as soon as possible. We are a pioneer in water purification and wastewater treatment utilizing hollow fiber membranes. As the use of membranes in water treatment has become the mainstream both in Japan and overseas, this has developed into a promising business. We established a company in China for the manufacture and sale of hollow fiber membrane elements, which have become vital for the creation of new urban infrastructures throughout China, and this company began production in July last year. The Mitsubishi Rayon Group boasts the world’s top share in plastic optical fibers. Business negotiations with major European car manufacturers are becoming more prevalent for use in automotive data transmission. In other businesses currently in the developmental stage, we have established the production technology necessary for fibrous DNA chips, and we have made progress on joint research with domestic and overseas fuel cell and vehicle manufacturers concerning fuel cell gas diffusion layers, culminating in the installation of mass production line. We are developing next-generation technologies and products that make optimal use of our core technologies and strengths. 4 Q What is your interpretation of the Company’s consolidated results in fiscal 2002? A We were able to enhance our profitability. The term ended March 31, 2003 was a full one, marked by a number of bold measures designed to achieve corporate growth. The Company saw a steady growth in exports throughout the year, mainly to East Asia, despite a number of external factors including the steep rise in the cost of raw materials and the falling price of carbon fibers. Despite an approximate ¥19,500 million drop in revenues due to business restructuring centered on the transfer of our ABS resin business, the Mitsubishi Rayon Group posted only a slight 1.9% decrease in net sales on a consolidated basis, to ¥300,641 million (US$2,501.2 million). On the profit side, operating income rose 2.8% to ¥19,754 million (US$164.3 million) and net income rose ¥6,966 million over the previous year, to ¥6,002 million (US$49.9 million). We were able to achieve an improvement in earnings through further promotion of aggressive management and cost structure reforms following three years of bolstering our foundations by specializing in our core businesses and disposing of unprofitable businesses. Q What measures does the Company intend to put into action in fiscal 2003? A We will continue to follow our medium-term management plan and raise the level of our performance. We have no intention of changing our management philosophy. Our aim is to become number one in the world in our core acrylic business, while maintaining a focus on improving profitability. We will develop numerous unique, higher-value-added products, and through constant reforms of production technology build a corporate position of strength that will not be swayed by fluctuations in the cost of raw materials. The key factors that promote this are originality and technology. We have demonstrated our superiority in terms of the quality of our acrylic sheets and acrylic pellets as well as our cost competitiveness and production technology. Our growth scenario began with our building a base in China for the production of polymers, which was followed by our constructing a base for the production of the monomers that are their raw materials. We aim to achieve a reform of our revenue and cost structure ahead of schedule and further strengthen our cost competitiveness, while at the same time accelerating the commercialization and systematic transfer of new businesses still in their developmental stages to their own departments. 5 Q How do you plan to strengthen corporate governance? A By promoting transparent and compliant management. Mitsubishi Rayon Group is well aware of its social responsibility to promote transparent and compliant business activities in accordance with the law and higher corporate ethics. During the term under review, the Company set up a Management Advisory Committee, consisting mainly of members outside the Company, to work together with the Board of Directors and Board of Auditors. Set up to place more importance on the perspectives of compliance and the Company’s shareholders, the Management Advisory Committee has the power to advise the Company on important business objectives and investments as well as propose solutions to issues such as the selection of a successor to the Company president. In 1997, we set up a Corporate Ethics Committee to improve the Group’s compliance with the law and ensure that the public continues to place its trust in the Company. The Board of Auditors and the Management Advisory Committee both conduct their own checks, and in November 2002, the Company also set up a consultation desk for employees’ inquiries related to compliance. The Safety, Environment, and Quality Assurance Committee, under the direct control of the Company President, deals with the issues of safety, environment and quality assurance for the Company as a whole. It sets independent target figures that exceed regulations as well as measures to reduce substances that have a negative impact on the environment. They also compile the Company’s Environmental and Safety Activities Report and release annual statistics on financial results and environmental accounting. Q Finally, please say a few words to the Company’s shareholders. A We are doing our utmost to increase total shareholder return. Mitsubishi Rayon aims to further strengthen the originality and competitive superiority of its acrylic business and transform itself into a high-return, unique specialty enterprise. Our objectives are clear, and all that is left is for us to expedite the necessary measures and bring about the expected results. From June of the previous term to June of the term under review, the Company purchased 14.3 million shares of its own stock. In the same way, we are planning to purchase a maximum of 15 million shares of Company stock in fiscal 2003. We aim to enhance total shareholder return by improving our market presence and building a structure that will give rise to a higher level of earnings. As we make steady inroads into the global market, we look forward to the increased understanding and support of our shareholders. 6 Board of Directors, Corporate Auditors and Executive Officers Eiichi Taguchi Yoshiyuki Sumeragi Chairman President Koji Mimura Isao Yamamoto Masanao Kanbara Senior Managing Director Senior Managing Director Senior Managing Director Katsuyoshi Fukuroya Managing Director Chairman Senior Managing Directors Corporate Auditors Executive Officers Eiichi Taguchi Koji Mimura Isao Yamamoto Masanao Kanbara Masaaki Aoki Yoriyuki Tanaka Hideki Hoshina Isao Sasaki Takumi Ubagai Tomonobu Kokubu Yuzo Aoyama Hideki Kojima Shinpei Haratake Masanobu Watanabe Kouichi Katayama Toshiro Koshida Ryoichi Yokoyama President Yoshiyuki Sumeragi Managing Director Katsuyoshi Fukuroya Directors Naoki Yamamoto Takumi Ubagai Noriyuki Tajiri Senior Executive Officers Koji Mimura Masanao Kanbara Katsuyoshi Fukuroya Yasuro Noguchi (As of June 27, 2003) 7 Strategies in Action Mitsubishi Rayon moves to build Asia’s strongest MMA business with establishment of acrylic sheet production & sales company in China’s Nandong City In December 2002, Mitsubishi Rayon established a wholly owned subsidiary in the city of Nandong in China’s Jiangsu Province, under the name of Mitsubishi Rayon Polymer Nantong Co., Ltd. The Company will manufacture and sell acrylic sheets utilizing a high-performance continuous production method developed by us. Production is scheduled to start in May 2005, with an annual capacity of 20,000 tons. China is the largest market for acrylic sheet in Asia excluding Japan. With the rapid expansion in the IT sector in recent years, demand for high-end acrylic sheet is growing. Production of acrylic sheet in China is still mainly by the cellcast method, but the Mitsubishi Rayon Group plans to utilize its proprietary technology — which boasts an overwhelming competitive advantage over rival methods in terms of quality and productivity — to dominate the supply of high-end acrylic sheet products. The Mitsubishi Rayon Group’s MMA operations are already the largest in scale in Asia. From here on, we aim to focus our efforts on strengthening our competitive advantage still further and building a solid business base that will reap good earnings growth in the future. LCD backlight-use light guide panel made from acrylic sheet ACRYLITE is being increasingly used for mobile phone displays, where greater size and thinness are at a premium. Start on mass production of new-type prism sheets for high luminance LCD displays LCD backlight Configuration Example of system with a downward facing prism sheet Light Diffusion sheet New type Prism sheet Light guide panel Lamp Reflection sheet Example of system with 2 upward facing prism sheets Light Diffusion sheet Upward facing prism sheets (2 sheets form a cross pattern) Diffusion sheet Lamp Light guide panel for dot matrix printing Reflection sheet 8 Mitsubishi Rayon Co., Ltd. has recently begun full-scale mass production of a new type of prism sheet, which has a 30% higher luminance than conventional sheets used for high luminance LCD displays. Within three years, the Company expects to see annual sales of ¥5 billion from this new product. Smaller LCDs often use prism sheets as backlights, as these produce a uniform brightness. Until now, manufacturers have had to use two prism sheets for edge-light LCD displays, but Mitsubishi Rayon has developed a new type that gives 30% more brightness. These prism sheets have been greeted with considerable enthusiasm by LCD makers, and in response, the Company has begun full-scale mass production. Mitsubishi Rayon has optimized the prism sheet for high luminance LCD displays on a nanoscale through the use of technology involving the precise molding of acrylic resins, to produce a prism sheet with enhanced lightconcentrating efficiency. Since this new product necessitates the use of only one prism sheet, it has also served to enhance the luminance of LCDs and make them both thinner and lighter. They are ideal for use with notebook PCs and mobile phones. Acrylic fiber joint venture set up in China Representatives of the joint venture partners sign the contract and the articles of incorporation of the new company at a ceremony in January 2003 In March of this year, Mitsubishi Rayon set up an acrylic fiber manufacturing and sales company — Ningbo Rayon Acrylic Fibers Co., Ltd. — in the city of Ningbo in China’s Zhejiang Province. The new company, in which Mitsubishi Rayon holds a 55% equity stake, is a joint venture with three Japanese trading companies and a Chinese venture capital enterprise, and is the first such joint venture in China in the acrylic fiber industry. Operation is scheduled to start in July 2005 with an annual capacity of 50,000 tons. Acrylic fibers are popular for their pleasant feel, easy colorability, and durability. They are extensively used in clothing such as sweaters, underwear, and socks, as well as other textile products like stuffed toys, blankets, carpets and other interior goods. Acrylic fiber consumption in China amounted to around 1,010,000 tons in 2002, and total demand should reach 1,100,000 tons or thereabouts by 2005. The acrylic fiber VONNEL is used in a wide variety of products, including apparel, interior furnishings, and stuffed toys We hope to leverage our many years’ experience in the manufacture of virtually the whole range of acrylic fibers, combined with our precise, cutting-edge technology and strong cost-competitiveness, to win a substantial share of the ever-growing Chinese market. Mitsubishi Rayon develops continuous production line for Gas Gas Diffusion Layer (GDL) for fuel cells Diffusion Layer for fuel cells The Company has successfully developed a continuous mass production line technology for Gas Diffusion Layers (GDLs) for use in Proton Exchange Membrane Fuel Cells (PEMFC), which are seen as the next-generation vehicle power source. GDLs are key components of the electrodes in PEMFC: they require not only gas permeability as well as electrical conductivity, but also easier handling in mass production and cost reduction. The GDLs developed by Mitsubishi Rayon are of the rolled carbon paper format, and cost-effective mass production has been made possible through the use of a continuous production line processes. A mass production line has already been built at the Company’s Toyohashi Production Center, and shipment of samples began in March this year. Diagram showing basic structure of a PEMFC Gas Diffusion Layer Hydrogen H+ H2 H H Oxygen O2 + + + H H + H + Water H2O Catalyst Catalyst Electrolytic membrane 9 MRC Group at a Glance Chemicals and Plastics Acrylic sheets SHINKOLITE Operating results Sales results (¥ billion) 01 135 123 02 03 116 Operating income (¥ billion) 01 02 Overseas sales 14.3 13.6 03 15.4 12.3 % 38.7 % Share of consolidated sales Performance review Major products ● Although business restructuring centered on the transfer of the Company’s ABS resin business caused a decrease in revenues in the amount of approximately ¥19,500 million, the growth of sales, brought about by vigorous demand in the MMA (methyl methacrylate) business, one of the Group’s core businesses, partially offset the decline, against which the Company was able to increase operating income. ● There was substantial growth in sales of acrylic sheets due to the rapid rise in the need for light-guiding plates accompanying the sudden popularity of LCD screens. There was also a growth in sales of acrylic resin pellets due to vigorous demand from makers of cars, IT equipment, and sundry processed goods. ■ Chemicals (MMA monomer, higher esters) ■ Acrylic Resins (PMMA sheets, pellets) 10 ■ Coating Resins ■ Plastic Modifiers Fibers Specialty Products, Engineering and Others Acrylic filament yarns SILPALON Aquarium domes of SHINKOLITE Sales results (¥ billion) Sales results (¥ billion) 01 101 01 88 86 02 96 02 03 94 03 Operating income (¥ billion) 01 Operating income (¥ billion) Overseas sales 01 2.5 02 2.7 03 2.9 90 14.8 % 02 31.4 03 2.6 1.4 % ● The sales volume of acrylic staple was steady due to the increased demand for staple fibers on the East Asian market. However, it took time for the Company to raise the sales prices of its products to compensate for the sudden rise in the cost of raw materials. Under the consolidated subsidiary Mitsubishi Rayon Textiles Co., Ltd., there was a further decline in production of polyester filaments, due to sluggish demand in Japan, but triacetate filaments recovered on the U.S. market and expanded on the Middle Eastern market. ■ Acrylic Fibers ■ Textiles (acetate fibers, polyester fibers) ■ Acetate Tow ■ Polypropylene Filaments ■ Carpets Overseas sales 3.5 7.6 % 30.0 % ● Demand for carbon fibers and composite materials remained steady. The Company, however, suffered from intensified price competition, and will greatly improve profitability by improving marketing activities and costcutting measures. ● The market for rod lenses expanded thanks to their fullscale use in multifunction printers. ● Mitsubishi Rayon Engineering Co., Ltd. increased its sales primarily from the construction of large-scale manufacturing facilities. ■ Carbon Fibers and Composite Materials ■ Plastic Optical Fibers ■ Plastic Rodlenses ■ Prism Sheets ■ Water Purifiers ■ Water Treatment Equipment and Systems ■ Plant Engineering ■ Construction Materials 11 Business Performance Breakdown by Segment Sales of the Chemicals and Plastics segment for the term ended March 31, 2003 came to ¥116,214 (US$966.8 million), a year-on-year decrease of ¥7,057 million (US$58.7 million), or 5.7%. Chemicals and Plastics Acrylic resin is called the queen of plastic. Acrylic sheets (SHINKOLITE), because of their superior transparency and anti-weatherability, are widely used in signs, displays, and large aquarium tanks as well as in the IT industry. Against the backdrop of a clear recovery of demand for MMA monomer, the Company increased its sales volume and made efforts to compensate for the rise in the cost of raw materials with increased sales prices. The sales volume increased as a result of vigorous demand in the Japanese and East Asian markets for acrylic resin pellets for use in the car and IT industries, as well as sundry goods. Sales of acrylic sheets soared thanks to demand for their use as light-guiding plates for LCD backlighting as well as their use in hardening the surfaces of mobile phone screens. Sales of acrylic coating materials grew thanks to increased demand for their use with cars and PET bottles. New uses and markets were also discovered for environmentallyfriendly acrylic powder. Demand for plastic modifiers remained low in Japan but grew in the East Asian market. The Company’s ABS resin business was transferred to our equity method affiliate UMG ABS Co., Ltd., a three-way joint venture established with Ube Industries Ltd. and General Electric Company in April 2002. DIANAL coating material, featuring outstanding anti-weatherability, is used in automotive overcoatings and repair coatings to highlight the beauty of automobile exterior finishes. MMA Business Complex ➤ Aiming to be world’s No.1 business complex using comprehensive capabilities Goals under the “Program: US→2004” 12 ● To accelerate global development with main focus on the Asian market To build production center in China as third manufacturing base following Japan and Thailand ● To achieve synergy through coordination of monomer and polymer business strategies ● To establish superior cost-competitiveness ● Sales of the Fibers segment for the term under review declined by ¥2,633 million (US$21.9 million), or 2.7%, to ¥94,364 million (US$785.1 million). Fibers VONNEL is a comfortable, warm acrylic fiber ideal for sweaters and blankets. In acrylic staple fibers, the Company’s sales on the Japanese market declined, owing to sluggish demand brought about by competition with imported products. In overseas markets, the Company’s share of the blanket market increased and the Company had steady exports to China and other areas of the East Asian market. A rise in the cost of raw materials had a significant impact on earnings because a simultaneous rise in sales prices did not materialize. Market demand remained sluggish in the field women’s apparel, supplied by our consolidated subsidiary Mitsubishi Rayon Textiles Co., Ltd. The Company made further reductions in the production of polyester filaments. On the other hand, the demand for triacetate filaments recovered on the U.S. market and grew on the Middle Eastern market. The sales volume of polypropylene filaments grew due to their effective use in products such as vehicle floor mats. Despite continued declines in the sales prices due to the slowing of the construction industry, sales of carpet manufacturer Mitsubishi Burlington Co., Ltd., another subsidiary, grew thanks to an increase in large-scale orders for office buildings. The triacetate filament yarn SOALON displays a large variety of features when combined with different fibers such as polyester. Goals under the “Program: US→2004” Acrylic fibers ➤ To establish a production center in China aiming for unmatched level of presence in the Asian market Textiles ➤ To develop a global niche business through the merger of acetate and polyester fiber operations 13 Sales of the Specialty Products, Engineering and Others segment came to ¥90,062 million (US$749.3 million), representing a year-on-year increase of ¥3,877 million (US$32.3 million), or 4.5%. specialty Products, Engineering and Others As price competition for carbon fibers and composite materials intensified, the Company continued to promote their use in sporting goods and developed other industrial applications. We strengthened the manufacture and sale of plastic optical fibers for automotive data transmission through a tie-up with a maker of electric wires for cars in Europe. Plastic rodlenses also grew on the market as their use in multifunction printers became more commonplace. The Company also made a full-scale launch of its prism sheets for LCDs. Plastic rodlenses are reading devices for facsimile machines and scanners. In home-use water purifiers, there was a growth in domestic sales of faucet-mounted models that remove lead and trihalomethane. In the field of hollow-fiber membrane products, we established a company for the manufacture and sale of sewage treatment membrane products in China to meet the demand centered on the East Asian market. Sales from consolidated subsidiary Mitsubishi Rayon Engineering Co., Ltd. also increased, thanks to new installations of large-scale manufacturing facilities. Ryoko Co., Ltd., another subsidiary, continued to experience difficulties in its mainline business of construction materials, but sales of materials for IT and household electrical goods grew. Goals under the “Program: US→2004” 14 Carbon fibers ➤ To maximize cost competitiveness and accelerate development of industrial applications through full utilization of strengths in the AN business complex Aqua-sustainability ➤ To accelerate the global expansion of the water purification and waste water treatment businesses Information materials ➤ To develop applications for plastic optical fibers in optical data transmission, such as automobile applications Construction materials ➤ To develop a “one-stop shop” business through our consolidated subsidiary Ryoko Co., Ltd. Life science ➤ To establish a de facto standard in DNA chip business with clinical testing devices Research & Development In line with our corporate mission of constantly seeking out new areas of “unique specialty,” We pursue improvement and innovation in production technology so as to further reinforce our core competence for the MMA & AN business complexes. In addition, we emphasis on development of specialty materials and highperformance products met market needs, and we also invest considerable effort in the creation of new technologies that promise to open up completely new markets. We have applied new assessment system through which research and development themes would be selected properly. This system leads to speedy and effective achievement. Moreover, our R&D organizations are going on restructuring to be flexible and maneuverable. All these measures are serving to impart new momentum to the Company’s R&D activities. R&D expenses for fiscal 2002 were ¥10,777 million: the principal achievements are summarized below. Chemicals and Plastics ● ● ● ● ● Developed longer lasting new catalyst for production of MMA monomer (use at Otake plant to start in 2003) Developed a revolutionary new continuous casting method, which effects a dramatic improvement in production efficiency of PMMA sheets, thus meeting increased supply needs Developed new polyester material for food containers that meets consumer needs for heatsterilization, transparency and gas-barrier properties, and can fully withstand heating in microwave ovens ● ● ● ● ● Stepped up efforts in research into ways of improving productivity and quality in carbon fibers and composite materials Developed and marketed extra-bright type of prism sheets for use in LCD backlights Developed and marketed faucet-mounted water purifier based on universal design concept Jointly pursued research into fibrous DNA chips; began work on practical commercialization Developed a polyester resin for toners which has good adhesion and offset performance at low temperature for energy saving Developed and marketed UV-curable hardcoatings (which consist of hybridized material of organic and inorganic) for vehicles and optical disks Fibers ● Speciality Products, Engineering and Others Developed the new fiber with heat-generation by moisture-absorbing property, created by combining acrylic polymer and cellulose acetate using proprietary blending technology. Developed environmentally friendly non-halogen polypropylene filaments (which exhibit high weatherability and flame resistance) for protection net as building material, as well as in window blinds Fibrous DNA chips R&D expenses (consolidated) (¥ billion) FY00 01 02 4.5 4.0 3.6 1.3 1.2 1.0 4.2 0.6 10.7 4.9 0.5 10.7 5.5 Chemicals and Plastics Fibers Speciality Products, Engineering and Others 0.4 10.7 Miscellaneous 15 Environmental Activity & Safety Report In line with their overall management philosophy, Mitsubishi Rayon and the Mitsubishi Rayon Group pursue the following basic policies with regard to safety, the environment, and quality. •Top priority is placed on safety and the environment in all business activities, as these are essential for corporate existence. Investment in safety and environmental protection equipment (¥ billion) 1.4 FY95 96 2.0 97 •We supply our customers with satisfactory, safe and reliable products. We have included an environmental action plan (see the diagram below) under our three-year medium-term business plan, which commenced in fiscal 2002, with the aim of raising our environmental management to higher levels. General Policy Positions Environmental Action Plan (FY2002-2004) Practicing publicly trusted environmental management 2.6 98 1.9 99 2.0 00 1.5 01 1.6 02 1.9 Mitsubishi Rayon intends to press on with measures to reduce or eliminate the emission of dioxin, reduce the volume of industrial waste, conserve energy, and curb emissions of harmful air pollutants. To this end, investment will be made in all necessary equipment. Energy consumption levels Assembling a comprehensive management system based on the principles of Responsible Care Implementing environmentally sound business practices Further enhancement of transparency and objectivity (%) FY90 100.0 97 95.1 98 For details, see “Safety & Environment” in Mitsubishi Rayon’s website. (http://www.mrc.co.jp/english/corporate/osea_e/index.html) Highlights of Fiscal 2002 1. In addition to existing long-term plans for energy conservation, the reduction of the amount of industrial waste landfill, and the elimination of chemical substances emission volume, Mitsubishi Rayon also implemented a single-year plan on these issues for fiscal 2002. 2. Environmental accounting was conducted and the results publicly released. 3. Mitsubishi Rayon took part in international efforts in the field of chemical substance safety assessment, including the ICCA global initiative on High Production Volume chemicals and U.S. Challenge Program. 4. Risk assessment activities, which are essential to the operation of an effective OHSMS (Occupational Health and Safety Management System) and widely recognized as a superior means of raising the level of safety and health in the workplace, were carried out on a Company-wide basis. 5. Mitsubishi Rayon has established the MRC Mental Health Care Plan as part of its efforts to ensure a safe and comfortable workplace for its employees. Copies of the plan were distributed to all employees. 6. Mitsubishi Rayon will continue to work toward improving the level of environmental and safety management among the whole Group, and all necessary support will be provided to subsidiaries and affiliates. 16 98.9 99 93.7 00 95.1 01 93.9 02 90.2 10 89.6 (target) Mitsubishi Rayon is pursuing a policy of reducing energy consumption per unit of production by at least 1% per year. The Company has set itself a target of a reduction to 90% or less of fiscal 1990 levels by fiscal 2010. Landfill waste volume (1,000t) FY91 10.9 4.9 01 02 05 (target) 4.2 3.8 *excluding coal ash Mitsubishi Rayon is on track to achieve its goals of reducing landfill waste to 35% of the fiscal 1991 volume by fiscal 2005 and to 25% by fiscal 2010. The reduction plan has been executed on schedule. Seven-Year Summary Years ended March 31, 2003, 2002, 2001, 2000, 1999, 1998 and 1997 Millions of yen (except per share) 2003 Net sales 2002 ¥300,641 ¥306,455 Cost of sales 2001 2000 1999 1998 1997 ¥326,254 ¥313,888 ¥310,556 ¥347,282 ¥349,116 228,873 230,410 246,732 235,869 229,855 253,970 259,992 Selling, general and administrative expenses 52,014 56,837 58,915 59,028 61,105 64,627 66,302 Operating income 19,754 19,207 20,607 18,990 19,595 28,683 22,821 Income (loss) before income taxes and minority interests 12,089 529 (2,824) 10,502 13,205 16,584 15,654 6,002 (964) (141) 7,687 7,268 9,677 8,207 Total assets 332,757 348,102 359,041 358,551 378,990 402,074 411,955 Shareholders’ equity 134,168 136,153 138,942 148,947 147,315 138,348 132,145 53,229 53,229 53,229 53,229 53,229 51,926 51,926 Net income (loss) Common stock Amounts per share (yen): Net income (loss) — Basic Diluted Cash dividends Shareholders’ equity Depreciation ¥ 9.61 ¥ (1.53) ¥ (0.22) ¥ 12.10 ¥ 11.41 ¥ 15.42 ¥ 13.08 9.60 — — 12.07 11.29 15.01 12.76 6.00 6.00 6.00 6.00 6.00 6.00 5.00 218.44 217.34 221.77 237.74 229.11 220.50 210.61 ¥ 15,288 ¥ 16,537 ¥ 16,898 ¥ 17,982 ¥ 17,822 ¥ 17,612 ¥ 18,733 Capital expenditures 21,156 16,722 14,866 15,009 17,725 21,863 15,199 Total debt 81,566 91,060 97,665 114,276 134,149 140,621 155,415 R&D expenses 10,777 10,795 10,768 10,738 11,158 11,516 11,550 8,872 9,211 9,656 10,043 9,193 9,246 8,799 Number of employees Yen Common stock price range: High 424 471 410 370 417 502 497 Low 229 262 250 207 272 252 365 17 Financial Review (on a consolidated basis) and investments in the amount of ¥4,066 million (US$33.8 million) was recorded. Costs incurred in restructuring, principally of the fibers business, amounted to ¥1,057 million (US$8.8 million). As a result of these factors, we registered net other expenses of ¥7,664 million (US$63.8 million). Net income came to ¥6,002 million (US$49.9 million). Operating Results The East Asian economies generally followed a recovery path during the term under review, the fiscal year ended March 31, 2003, but the recovery of the United States economy was slower than expected. In Japan, domestic demand remained slack, although an increase was seen in exports, and no signs of an upcoming recovery were visible. In these circumstances, consolidated net sales of the Company recorded a year-on-year decline of 1.9% to ¥300,641 million (US$2,501.2 million). The gross profit was down by 5.6% at ¥71,768 million (US$597.1 million). The main causes of this were the transfer of the ABS resin business to a joint venture, and a steep rise in raw materials prices. Selling, general and administrative expenses were down by 8.5% at ¥52,014 million (US$432.7 million), while operating income rose 2.8% to ¥19,754 million (US$164.3 million). In the category of other income and expenses, income from equity in earnings of affiliates came to ¥1,903 million (US$15.8 million), while a loss on valuation of securities Operating income Operating income to total assets ratio (¥ billion) Financial Position Total assets as of the end of the term under review were down by 4.4% from the previous term-end, at ¥332,757 million (US$2,768.4 million). Meanwhile, total liabilities declined 6.8% to ¥192,281 million (US$1,599.7 million), principally as a result of a decrease in interestbearing liabilities. Current assets fell 10.3% to ¥129,040 million (US$1,073.5 million), while property, plant and equipment grew 1.5% to ¥132,374 million (US$1,101.3 million). Current liabilities edged up over the previous year to ¥131,945 million (US$1,097.7 million). The equity ratio rose from 39.1% to 40.3%. Total debt Total shareholders’ equity (¥ billion) (%) (¥ billion) 147 148 7.1 28.6 132 155.4 140.6 22.8 19.5 18.9 20.6 19.2 19.7 18 98 99 00 01 02 03 97 98 134.1 114.2 97.6 5.5 5.5 97 5.9 5.7 5.1 5.2 99 00 01 138 136 134 138 02 03 97 98 99 00 01 91.0 02 81.5 03 97 98 99 00 01 02 03 previous term, to ¥104,224 million (US$867.1 million), accounting for 34.7% of total consolidated sales. Sales in Asian markets, principally China, Thailand, and Indonesia, rose ¥7,630 million year-on-year, to ¥67,296 million (US$559.9 million). Sales in the rest of the world, mainly the United States and Europe, were down ¥2,259 million at ¥36,928 million (US$307.2 million). Cash Flows Net cash provided by operating activities declined by ¥608 million to ¥31,077 million (US$258.5 million), owing to a smaller decrease in trade receivables than in the previous term, despite an increase in income before income taxes and minority interests. Net cash used in investing activities increased by ¥4,949 million over the previous term, to ¥21,940 million (US$182.5 million). Net cash used in financing activities amounted to ¥12,517 million (US$104.1 million), a decrease of ¥2,016 million from the previous term, due to a decline in repayments of loans, which more than offset the outflow involved in the acquisition of treasury stock and the redemption of debentures. As a result of the foregoing, cash and cash equivalents as the end of year stood at ¥7,400 million (US$61.6 million), a decrease of ¥3,547 million from the previous term-end. R&D Expenses Mitsubishi Rayon conducts research and development, principally in its core technology areas of organic synthesis, polymer synthesis, polymer forming, and biotechnology fields, with the goals of designing innovative production methods and creating new products with the potential to become the driving force of new business enterprises. R&D expenses for the term under review came to ¥10,777 million (US$89.7 million), an decrease of ¥17 million over the previous business term. Overseas Sales by Geographic Location The Company’s sales on a consolidated basis in markets other than Japan during the term under review rose ¥5,370 million over the Depreciation Capital expenditures R&D expenses (¥ billion) (¥ billion) (¥ billion) Sales breakdown by area (%) 21.8 18.7 17.6 17.8 17.9 21.1 17.7 16.8 16.5 15.2 15.1 11.5 11.5 Asia 22.4 11.1 10.7 10.7 10.7 10.7 16.7 15.0 14.8 Others 12.3 Japan 65.3 Asia: Mainly China, Thailand and Indonesia Others: Mainly North America and Europe 97 98 99 00 01 02 03 97 98 99 00 01 02 03 97 98 99 00 01 02 03 19 Consolidated Balance Sheets Mitsubishi Rayon Company, Limited and Consolidated Subsidiaries March 31, 2003 and 2002 Thousands of U.S. dollars (Note 3) Millions of yen Assets 2003 2002 2003 ¥ 7,552 ¥ 11,100 Notes receivable 12,575 12,228 104,617 Accounts receivable 56,579 61,912 470,707 Less allowance for doubtful accounts (1,066) (1,020) 68,088 73,120 566,456 39,363 43,438 327,479 2,070 1,568 17,221 11,964 14,694 99,534 129,040 143,923 1,073,544 24,298 24,079 202,146 Buildings 105,210 105,376 875,291 Machinery and equipment 335,444 336,642 2,790,715 9,505 9,713 79,077 474,457 475,812 3,947,230 (342,083) (345,367) (2,845,948) 132,374 130,444 1,101,281 16,514 12,922 137,388 Investment securities (Note 6) 26,261 32,554 218,478 Deferred tax assets (Note 9) 16,884 16,398 140,466 Other assets 11,683 11,858 97,196 71,343 73,734 593,536 ¥332,757 ¥348,102 $2,768,361 Current Assets: Cash and time deposits $ 62,829 Notes and accounts receivable: Inventories (Note 5) Deferred tax assets (Note 9) Other current assets Total current assets (8,869) Property, Plant and Equipment (Notes 8 and 11): Land Construction-in-progress Less accumulated depreciation Property, plant and equipment, net Investments and Other Assets: Investments in and advances to unconsolidated subsidiaries and affiliates Total investments and other assets Total assets 20 Thousands of U.S. dollars (Note 3) Millions of yen Liabilities and Shareholders’ Equity 2003 2002 2003 ¥ 44,289 10,000 ¥ 48,315 1,669 $ 368,461 83,195 10,465 38,509 10,197 40,184 87,063 320,374 Accrued expenses Accrued income taxes (Note 9) Deferred tax liabilities (Note 9) Other current liabilities 48,975 4,639 4,294 24 19,722 50,381 4,536 709 40 26,232 407,446 38,594 35,724 200 164,077 Total current liabilities 131,945 131,886 1,097,712 27,277 30,364 89 2,605 41,075 30,678 66 2,635 226,930 252,612 740 21,672 60,336 74,455 501,963 6,307 5,606 52,471 53,229 34,522 50,609 30 (902) (3,319) 53,229 38,088 48,363 30 (69) (3,470) 442,837 287,205 421,040 250 (7,504) (27,612) (2) (18) (17) Current Liabilities: Short-term bank loans (Note 7) Current portion of long-term debt Notes and accounts payable: Notes payable Accounts payable Long-Term Liabilities: Long-term debt (Note 7) Retirement allowances Deferred tax liabilities (Note 9) Other long-term liabilities Total long-term liabilities Minority Interests in Consolidated Subsidiaries Shareholders’ Equity: Common stock, without par value: Authorized – 1,160,701,000 shares in 2003; 1,173,014,000 shares in 2002; Issued – 614,197,820 shares in 2003; 626,510,820 shares in 2002; Capital surplus Retained earnings Revaluation difference Unrealized losses on other securities Foreign currency translation adjustments Less treasury stock, at cost (2003 — 7,787 shares; 2002 — 61,022 shares) Total shareholders’ equity 134,168 136,153 1,116,206 ¥332,757 ¥348,102 $2,768,361 Contingent Liabilities (Note 14) Total liabilities and shareholders’ equity See accompanying notes to consolidated financial statements. 21 Consolidated Statements of Operations Mitsubishi Rayon Company, Limited and Consolidated Subsidiaries Years ended March 31, 2003 and 2002 Thousands of U.S. dollars (Note 3) Millions of yen Net Sales Cost of Sales Gross profit Selling, General and Administrative Expenses (Note 10) Operating income Other Income (Expenses): Interest and dividend income Interest expense Equity in earnings of affiliates Restructuring charges Gain on sale of investment securities Loss on valuation of securities and investments Provision for doubtful accounts Other, net Income before income taxes and minority interests Income Taxes (Note 9): Current Deferred Income before minority interests Minority Interests Net income (loss) 2003 2002 2003 ¥300,641 228,873 71,768 52,014 19,754 ¥306,455 230,410 76,044 56,837 19,207 $2,501,173 1,904,101 597,072 432,729 164,343 607 (1,546) 1,903 (1,057) 57 (4,066) (424) (3,137) (7,664) 12,089 454 (2,360) (336) (1,168) 521 (2,726) (869) (12,190) (18,678) 529 5,050 (12,862) 15,832 (8,794) 474 (33,827) (3,527) (26,098) (63,760) 100,574 5,700 (558) 6,947 (944) ¥6,002 2,911 (2,505) 124 (1,088) ¥(964) 47,421 (4,642) 57,795 (7,854) $49,933 Yen 2003 Amounts per Share: Net income (loss): Basic Diluted Cash dividends See accompanying notes to consolidated financial statements. 22 ¥9.61 9.60 6.00 U.S. dollars (Note 3) 2002 ¥(1.53) — 6.00 2003 $0.08 0.08 0.05 Consolidated Statements of Shareholders’ Equity Mitsubishi Rayon Company, Limited and Consolidated Subsidiaries Millions of yen Number of shares of common stock Balance at March31, 2001 Adjustments for merger of consolidated subsidiaries Bonuses to directors Staff and workers bonus and welfare fund Cash dividends paid Net loss for the year ended March 31, 2002 Unrealized holding loss on securities Foreign currency translation adjustments Net change in treasury stock Balance at March 31, 2002 Revaluation increment in property of affiliates Effect of application of equity method toward the previously consolidated affiliate Bonuses to directors Staff and workers bonus and welfare fund Cash dividends paid Liquidation of treasury stock Net income for the year ended March 31, 2003 Unrealized holding loss on securities Foreign currency translation adjustments Net change in treasury stock Balance at March 31, 2003 Common stock Capital surplus Retained earnings Revaluation difference Unrealized loss on other securities Foreign currency translation adjustments Treasury stock 626,510,820 ¥53,229 ¥38,088 ¥53,087 ¥30 ¥(45) ¥(5,447) ¥(0) — — — — — — 1 (1) — — — — — — — — — — — — — — (1) (3,759) — — — — — — — — — — — (964) — — — — — — — — — (24) — — — — 626,510,820 — — 53,229 — — 38,088 — — 48,363 — — 30 — — (69) 1,977 — (3,470) — (18) (18) — — — 107 — — — — — — — — — — (112) (1) — — — — — — — — — — (12,313,000) — — — — — (3,565) (1) (3,749) — — — — — — — — — — — — — — — — 6,002 — — — — — — — — — (833) — — — — 614,197,820 — — ¥53,229 — — ¥34,522 — — ¥50,609 — — ¥30 — — ¥(902) 151 — ¥(3,319) — 16 ¥(2) Common stock Balance at March 31, 2002 Revaluation increment in property of affiliates Effect of application of equity method toward the previously consolidated affiliate Bonuses to directors Staff and workers bonus and welfare fund Cash dividends paid Liquidation of treasury stock Net income for the year ended March 31, 2003 Unrealized holding gain on securities Foreign currency translation adjustments Net change in treasury stock Balance at March 31, 2003 Capital surplus Thousands of U.S. dollars (Note 3) Unrealized loss on Retained Revaluation other earnings difference securities $442,837 $316,872 $402,354 $250 Foreign currency translation adjustments $ (574) $(28,869) Treasury stock $(150) — — 890 — — — — — — — — (932) (8) — — — — — — — — — — — — — (29,659) (8) (31,190) — — — — — — — — — — — — — — — 49,933 — — — — — — — — (6,930) — — — — — — — — $442,837 $287,205 $421,040 — — $250 — 1,256 — — $(7,504) $(27,612) — 133 $ (17) See accompanying notes to consolidated financial statements. 23 Consolidated Statements of Cash Flows Mitsubishi Rayon Company, Limited and Consolidated Subsidiaries Years ended March 31, 2003 and 2002 Thousands of U.S. dollars (Note 3) Millions of yen 2003 Operating Activities: Income before income taxes and minority interests Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Goodwill amortization Gain on business transfers (Decrease) increase in retirement allowances Increase in allowance for doubtful accounts Equity in (earnings) losses of affiliates Interest expense Loss on disposal of property, plant and equipment Gain on sale of investment securities Loss on valuation of securities and investments (Gain) loss on sale of affiliate equities Decrease in trade receivables Decrease in inventories Decrease in trade payables Bonuses to directors Other, net Net cash provided by operating activities Investing Activities: Proceeds from business transfers Proceeds from sale of property, plant and equipment Purchases of property, plant and equipment Purchases of investment securities Proceeds from sale of investment securities Decrease (increase) in short-term loans receivable Long-term loans advanced Other, net Net cash used in investing activities Financing Activities: Proceeds from long-term loans Decrease in short-term bank loans Repayment of long-term loans Redemption of debentures Acquisition of treasury stock Cash dividends paid Proceeds from issue of shares to minority shareholders Payments of finance lease obligations Other, net Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Beginning balance of cash and cash equivalents 24 ¥12,089 2002 ¥ 529 2003 $100,574 15,407 179 — (447) 219 (1,903) 1,546 626 (56) 4,066 (195) 2,885 1,920 (1,725) (2) (3,530) 16,903 130 (2,152) 9,936 847 336 2,360 1,263 (501) 2,726 1,948 18,241 1,459 (10,182) (2) (12,157) 128,178 1,489 — (3,719) 1,822 (15,832) 12,862 5,208 (466) 33,827 (1,622) 24,002 15,973 (14,351) (17) (29,368) 31,077 31,685 258,544 — 664 (20,816) (1,410) 824 58 (6) (1,254) 1,000 1,236 (18,122) (1,422) 1,083 (1,007) (50) 290 — 5,524 (173,178) (11,730) 6,855 483 (50) (10,433) (21,940) (16,991) (182,529) 2,329 (473) (3,423) (1,669) (3,547) (4,530) 307 (1,508) (1) 1,342 (6,207) (5,413) — — (4,490) 253 — (19) 19,376 (3,935) (28,478) (13,885) (29,509) (37,687) 2,554 (12,546) (8) (12,517) (14,534) (104,135) (167) (3,547) 10,948 148 309 10,639 (1,389) (29,509) 91,082 Cash and cash equivalents at end of year ¥ 7,400 ¥10,948 $ 61,564 Supplemental Disclosures of Cash Flow Information: Cash paid during the year for: Interest Income taxes ¥ 1,545 153 ¥ 2,309 10,202 $ 12,854 1,273 See accompanying notes to consolidated financial statements. Notes to Consolidated Financial Statements Mitsubishi Rayon Company, Limited and Consolidated Subsidiaries 1. Basis of Consolidated Financial Statements The books and records of Mitsubishi Rayon Company, Limited (the “Company”) and its domestic consolidated subsidiaries are maintained in the manner and form required or permitted under the Commercial Code of Japan and Japanese accounting practices, including special accounting dispositions stipulated in the Corporation Tax Law of Japan. The books and records of the overseas consolidated subsidiaries are maintained in conformity with the accounting principles and relevant legal requirements of their countries of domicile. The accompanying consolidated financial statements have been prepared from the accounts maintained by Mitsubishi Rayon Company, Limited in accordance with the provisions set forth in the Japanese Securities and Exchange Law and in conformity with accounting principles and practices generally accepted and applied in Japan, which may differ in certain material respects from accounting principles and practices generally accepted in countries and jurisdictions other than Japan. As permitted under the Japanese Securities and Exchange Law, amounts of less than one million yen have been omitted. As a result, the totals shown in the accompanying financial statements (both in yen and in U.S. dollars) do not necessarily agree with the sums of the individual amounts. Certain amounts previously reported have been reclassified to conform to the current year’s presentation. 2. Summary of Significant Accounting Policies (a) Consolidation The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries over which substantial control is exerted through either majority ownership of voting stock and/or by other means. All significant intercompany balances and transactions have been eliminated in consolidation. Certain foreign subsidiaries are consolidated on the basis of fiscal periods ending December 31, which differ from that of the Company; however, the necessary adjustments have been made if the effect of the difference is material. Investments in affiliates (companies over which the Company has the ability to exercise significant influence) are stated at cost plus equity in their undistributed earnings or losses. Consolidated net income includes the Company’s equity in the current net income or loss of such companies, after the elimination of unrealized intercompany profits. All assets and liabilities of the subsidiaries are revalued on acquisition, if applicable, and the excess of cost over the equity in their underlying net assets at the date of acquisition is amortized over a period of five years on a straight-line basis if such excess is material, or charged to income when incurred if immaterial. (b) Cash equivalents For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents. (c) Inventories Inventories are mainly stated at cost determined by the average cost method. (d) Property, plant and equipment Tangible fixed assets: 1) Buildings (excluding building improvements) Primarily by the straight-line method 2) Other tangible fixed assets Primarily by the declining-balance method The estimated useful lives for financial reporting purposes are as follows: Building and structures 8 - 50 years Machinery, equipment and vehicles 4 - 15 years Intangible fixed assets: By the straight-line method Costs for the development of software used internally by the Company are amortized by the straight-line method over the estimated useful life of the software (five years). (e) Securities Securities are classified into three categories: trading, held-to-maturity or other securities. Trading securities are carried at fair value. Held-tomaturity securities are stated at amortized cost. Other securities with quoted market prices are carried at market value and the difference between the acquisition cost and the carrying value, unrealized gain or loss, is recognized as a component of shareholders’ equity under “Unrealized gain (loss) on marketable securities.” The cost of other securities sold is computed based on the moving average method. Other securities without quoted market prices are stated at cost by the moving average method. 25 (f) Derivative financial instruments Stated at fair value. (g) Foreign currency translation The revenue and expense accounts of the foreign consolidated subsidiaries are translated at the rates of exchange in effect at the balance sheet date of each subsidiary except for the components of shareholders’ equity, the balance sheet accounts are also translated into yen at the rates of exchange in effect at the balance sheet date. The components of shareholders’ equity are translated at their historical exchange rates. Translation adjustments are presented as a component of shareholders’ equity and minority interests in the accompanying consolidated financial statements. (h) Research and development expenses Research and development expenses are charged to operations as incurred. (i) Retirement allowances The Company’s employees are covered by an unfunded retirement allowance plan and a funded defined benefit pension plan. The amount of the severance and retirement benefits is based on the basic rate of pay at termination, years of service and certain other factors. The Company and its domestic consolidated subsidiaries accrue employees’ severance and retirement benefits based on the actuarially determined retirement benefit obligation and the fair value of the plan assets with the adjustments of the following items; unrecognized net retirement benefit obligation at transition, unrecognized net actuarial gain or loss and unrecognized prior service cost. Actuarial gain or loss is amortized by the straightline method over 5 years. Prior service cost is primarily expensed as incurred during each year. In addition, directors and statutory auditors are customarily entitled to lump-sum payments under an unfunded retirement allowance plan. Provision for retirement allowances for these officers is made at an estimated amount. (j) Leases Noncancelable leases are accounted for as operating leases except that leases which stipulate the transfer of ownership of the leased assets to the lessee are accounted for as finance leases. 26 (k) Hedge accounting 1) Method of hedge accounting Principally, the deferred hedge accounting method is applied. Forward foreign exchange contracts and interest rate swaps which meet certain criteria are excluded from the application of hedge accounting. 2) Financial instruments qualifying as hedges and the related transactions, assets and liabilities are as follows: Financial instruments Forward foreign exchange contracts Interest rate swaps Transactions, assets and liabilities Future foreign exchange transactions Borrowings 3) Hedge policy The risk exposure to movements in exchange rates and interest rates is hedged in accordance with the Company’s risk management policy. 4) Hedge effectiveness evaluation The Company evaluate the effectiveness of the hedges by reference to cumulative cash flows for the elapsed period estimated on financial instruments and related transactions, assets and liabilities. (l) Amounts per share The computation of basic net income (loss) per share is based on the weighted average number of shares of common stock outstanding during each year. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding each year after giving effect to the dilutive potential of common stock to be issued upon the conversion of convertible bonds. Cash dividends per share represent the cash dividends declared as applicable to the respective years. Effective from the year ended March 31, 2003, the Company adopted new accounting standards for Earnings per share. Amounts per share information calculated applying the prior accounting standards for the year ended March 31, 2003 is as follows: Net income ¥ 9.65 Diluted ¥ 9.64 Shareholders’ equity ¥218.44 (m) Land revaluation Pursuant to the “Law Concerning the Revaluation of Land,” land used for the business operations of an affiliate was revalued on December 31, 2000. The revaluation of the land was based on the official standard assessments in accordance with the relevant regulations of the Corporate Income Tax Law of Japan with certain necessary adjustments. 3. U.S. Dollar Amounts The translation of yen amounts into U.S. dollar amounts is included solely for convenience, as a matter of arithmetic computation only, at ¥120.20=U.S.$1.00, the approximate exchange rate in effect on March 31, 2003. The translation should not be construed as a representation that yen have been, could have been, or could in the future be, converted into U.S. dollars at the above or any other rate. 4. Supplemental Cash Flow Information The following table represents a reconciliation of cash and cash equivalents as of March 31, 2003 and 2002: March 31, Millions of yen 2003 2002 Cash and time deposits Less time deposits, with maturities of more than three months ¥7,552 Cash and cash equivalents ¥7,400 (152) Thousands of U.S. dollars 2003 ¥11,100 $62,829 (152) (1,265) ¥10,948 $61,564 5. Inventories Inventories at March 31, 2003 and 2002 is as follows: Millions of yen 2003 2002 Thousands of U.S. dollars 2003 March 31, 2003 Thousands of U.S. dollars Acquisition Carrying Unrealized costs value gain (loss) Securities whose carrying value exceeds their acquisition costs: Stocks $ 43,170 $ 66,057 $ 22,879 Debt securities — — — Other — — — Subtotal 43,170 66,057 22,879 Securities whose acquisition costs exceed their carrying value: Stocks 138,319 Debt securities — Other 33 102,662 — 8 (35,657) — (17) Subtotal 102,679 (35,682) 138,361 Total $181,531 $168,735 $(12,795) March 31, 2002 Millions of yen Acquisition Carrying Unrealized costs value gain (loss) Securities whose carrying value exceeds their acquisition costs: Stocks ¥ 7,692 Debt securities — Other — Subtotal ¥11,566 — — ¥ 3,873 — — 7,692 11,566 3,873 13,163 — 2 (4,139) — (1) 17,306 13,165 (4,140) ¥24,999 ¥24,732 ¥ (267) Finished goods and work in process Raw materials and supplies ¥30,431 8,932 ¥34,111 9,327 $253,170 74,309 Securities whose acquisition costs exceed their carrying value: Stocks 17,302 Debt securities — Other 4 Total ¥39,363 ¥43,438 $327,479 Subtotal March 31, 6. Securities a) Information regarding other securities with quoted market prices as of March 31, 2003 and 2002 is as follows: March 31, 2003 Securities whose carrying value exceeds their acquisition costs: Stocks Debt securities Other Subtotal Millions of yen Acquisition Carrying Unrealized costs value gain (loss) ¥ 5,189 — — ¥ 7,940 — — ¥ 2,750 — — 5,189 7,940 2,750 Securities whose acquisition costs exceed their carrying value: Stocks Debt securities Other 16,626 — 4 12,340 — 1 (4,286) — (2) Subtotal 16,631 12,342 (4,289) ¥21,820 ¥20,282 ¥(1,538) Total Total b) Information regarding held-to-maturity securities and other securities without quoted market prices at March 31, 2003 is as follows: Millions of yen Held-to-maturity securities Other securities without quoted market prices ¥ — ¥4,770 Thousands of U.S. dollars $ — $39,684 c) Sales of securities classified as other securities amounted to ¥93 million ($774 thousand) with aggregate gain and loss of ¥57 million ($474 thousand) and ¥(0) million ($0 thousand), respectively, for the year ended March 31, 2003. d) The redemption schedule for held-to-maturity securities and other securities with maturity dates at March 31, 2003 is summarized as follows: 27 Thousands of U.S. dollars Millions of yen Within 1 year 1 to 5 years ¥0 0 $0 0 7. Short-Term Bank Loans and Long-Term Debt Short-term bank loans represent notes generally maturing within 365 days at an interest rate of 1.44% per annum as of March 31, 2003. Long-term debt at March 31, 2003 and 2002 was as follows: Thousands of U.S. dollars 2003 Millions of yen 2003 2002 March 31, 1.8% unsecured convertible bonds in yen due 2003 ¥ — 2.4% unsecured bonds in yen due 2005 10,000 2.025% unsecured bonds in yen due 2003 10,000 1.95% unsecured bonds in yen due 2004 10,000 Unsecured loans from banks and insurance companies 13,066 43,066 (15,788) Less current portion ¥ 27,277 ¥ 1,669 $ — 10,000 83,195 10,000 83,195 10,000 83,195 14,330 108,702 45,999 (4,923) 358,286 (131,348) ¥41,075 $ 226,930 The convertible bonds, unless previously redeemed, were convertible into shares of common stock of the Company at the option of the holders at the following conversion price: 1.8% bonds Conversion period Conversion price per share Up to March 28, 2003 ¥597.10 The aggregate annual maturities of long-term debt subsequent to March 31, 2003 are summarized as follows: For the year ending March 31, 2004 2005 2006 2007 2008 and thereafter Millions of yen Thousands of U.S. dollars ¥15,788 12,095 14,569 320 292 $131,348 100,624 121,206 2,662 2,429 ¥43,066 $358,286 8. Depreciation Depreciation charged to income for the years ended March 31, 2003 and 2002 was as follows: Years ended March 31, ¥15,288 ¥16,537 Thousands of U.S. dollars 2003 $127,188 9. Income Taxes Income taxes applicable to the Company and its domestic consolidated subsidiaries comprise corporation tax and local taxes, which, in the aggregate, resulted in a statutory tax rate. Reflecting a change in the local tax rates, the statutory tax rates used to calculate deferred tax assets and liabilities are 42.0% for temporary differences expected to be realized within one year and 40.6% for temporary differences expected to be realized one year or later for the year ended March 31, 2003. The statutory tax rate was 42.0% for the year ended March 31, 2002. As a result of change in the statutory tax rates, deferred tax assets for the year ended March 31, 2003 decreased by ¥491 million after the deduction of deferred tax liabilities, and income taxes deferred increased by ¥470 million. Significant components of the deferred tax assets and liabilities held by the Company and its consolidated subsidiaries as of March 31, 2003 were as follows: March 31, 2003 Millions of yen Deferred tax assets: Accrued bonuses ¥ 1,324 Accrued enterprise tax 336 Employees’ retirement benefits 13,546 Tax loss carry forwards 317 Loss on valuation of securities and investments 1,362 Unrealized gain on intercompany sales of fixed assets 1,129 Unrealized losses on other securities 648 Other 1,265 Total deferred tax assets Deferred tax liabilities: Tax reserve Other Total deferred tax liabilities Net deferred tax assets 28 Millions of yen 2003 2002 Thousands of U.S. dollars $ 11,015 2,795 112,696 2,637 11,331 9,393 5,391 10,524 19,929 165,799 657 430 5,466 3,577 1,088 9,052 ¥18,841 $156,747 10. Research and Development Expenses Research and development expenses for the years ended March 31, 2003 and 2002 were as follows: Years ended March 31, Millions of yen 2003 2002 ¥10,777 ¥10,795 Thousands of U.S. dollars 2003 $89,659 11. Pledged Assets The assets pledged as collateral for long-term loans of ¥249 million ($2,072 thousand) and short-term loans of ¥1,934 million ($16,090 thousand) at March 31, 2003 were as follows: March 31, 2003 Property, plant and equipment, at net book value Millions of yen Thousands of U.S. dollars ¥4,003 ¥4,003 $33,303 $33,303 12. Retirement Benefit Plans The Company and its domestic consolidated subsidiaries have defined benefit plans, i.e., welfare pension fund plans, tax-qualified pension plans and lump-sum payment plans, covering substantially all employees who are entitled to lump-sum or annuity payments, the amounts of which are determined by reference to their basic salary, length of service, and the conditions under which termination occurs. The following table sets forth the funded and accrued status of the plans, and the amounts recognized in the consolidated balance sheet at March 31, 2003 for the Company’s and the consolidated subsidiaries’ defined benefit plans: As of March 31, 2003 Millions of yen Retirement benefit obligation ¥(74,591) Plan assets at fair value 20,150 Employees’ retirement benefit trust 4,966 Unfunded retirement benefit obligation (49,473) Unrecognized net retirement benefit obligation at transition — Unrecognized actuarial gain or loss 19,942 Unrecognized prior service cost — Net retirement benefit obligation Prepaid pension cost Accrued retirement benefits Thousands of U.S. dollars $(620,557) 167,637 41,314 (411,589) — 165,907 — (29,530) — (245,674) — ¥(29,530) $(245,674) The components of retirement benefit expenses for the year ended March 31, 2003 are outlined as follows: For the year ended March 31, 2003 Millions of yen Thousands of U.S. dollars Service cost Interest cost Expected return on plan assets Amortization of actuarial gain or loss Prior service cost ¥2,103 2,062 (616) $17,496 17,155 (5,125) 2,858 (1,963) 23,777 (16,331) Total ¥4,445 $36,980 The assumptions used in accounting for the above plans were as follows: As of March 31, 2003 Domestic companies Discount rate Expected return on plan assets primarily 2.5% primarily 2.5% 13. Derivatives The Company utilizes derivatives for the purpose of hedging its exposure to adverse fluctuations in foreign currency exchange rates and interest rates, but does not enter into such transactions for speculative or trading purposes. The Company is exposed to credit risk in the event of nonperformance by the counterparties to the derivative transactions, but any such loss would not be material because the Company enters into such transactions only with financial institutions with high credit ratings. The notional amounts of the derivatives do not necessarily represent the amounts exchanged by the parties and, therefore, are not a direct measure of the Company’s risk exposure in connection with derivatives. The disclosure of fair value information for derivatives at March 31, 2003 has been omitted since all derivatives have been accounted for as hedges. 14. Contingent Liabilities The Company had the following contingent liabilities at March 31, 2003: March 31, 2003 Millions of yen As guarantor of bank loans of unconsolidated subsidiaries and affiliates As guarantor of bank loans of others Thousands of U.S. dollars ¥ 636 775 $ 5,291 6,448 ¥1,412 $11,747 29 15. Leases The following pro forma amounts represent the acquisition costs, accumulated depreciation and net book value of leased property as of March 31, 2003 and 2002, which would have been reflected as property, plant and equipment in the balance sheets if finance lease accounting had been applied to the finance leases currently accounted for as operating leases: March 31, Millions of yen 2003 2002 Thousands of U.S. dollars 2003 Acquisition costs Accumulated depreciation ¥2,725 1,747 ¥2,729 1,753 $22,671 14,534 Net book value ¥ 978 ¥ 975 $ 8,136 The pro forma depreciation portion of the lease payments relating to finance lease transactions accounted for as operating leases for the years ended March 31, 2003 and 2002 amounted to ¥509 million ($4,235 thousand) and ¥495 million, respectively, which were computed by the straight-line method over the terms of the respective leased assets. Future minimum lease payments (including the interest portion) subsequent to March 31, 2003 for finance lease transactions accounted for as operating leases are summarized as follows: Year ending March 31, Millions of yen Thousands of U.S. dollars 2004 2005 and thereafter ¥411 567 $3,419 4,717 Total ¥978 $8,136 16. Authorized Shares The number of authorized shares was 1,160,701,000 and 1,173,014,000 for the years ended March 31, 2003 and 2002, respectively. 12,313,000 shares are liquidated during the year ended March 31, 2003. At a shareholder’s meeting held on June 27, 2003, an amendment of the articles of incorporation was approved and the Company’s authorized shares are changed to 1,200,000,000. 17. Litigation In July 1999, a class action suit for damages was filed against thirteen Japanese and U.S. companies including the Company and its two U.S. subsidiaries by the carbon fiber users in the U.S. market who alleged that the companies had engaged in activities to maintain the prices of carbon fiber by means of contracts on prices, allocation of customers, etc. in violation of U.S. antitrust 30 laws. Management of the Mitsubishi Rayon Group believes that the Company and its U.S. subsidiaries have never violated U.S. antitrust laws and will present a justifiable rebuttal to these charges and win the civil case. 18. Subsequent Events 1) Dividends declared The following appropriations of retained earnings, which have not been reflected in the accompanying consolidated financial statements for the year ended March 31, 2003, were approved at a shareholders’ meeting held on June 27, 2003: Millions of yen Year-end cash dividends of ¥3.00 ($0.025) per share ¥1,842 Thousands of U.S. dollars $15,324 2) Issuance of unsecured straight bond The Company has decided the following terms and conditions for the issuance of domestic unsecured straight bonds at the board meeting held on May 12, 2003: Extent of issue: ¥10,000 million Issue price: ¥100 per ¥100 in face value Term of bond: 5 - 10 years Interest rate: below long-term prime rate Subscription period: June 2 - September 1, 2003 19. Segment Information The Company and its consolidated subsidiaries are primarily engaged, mainly in Japan, in the manufacture and sale of products in four major segments: the chemicals and plastics segment, which includes chemicals, acrylic resin, acrylic resin processed products, coating resins and resin additives; the fibers segment, which includes acrylic fibers, acetate fibers, polyester fibers, polypropylene fibers and carpets; and the specialty products, engineering and others segment, which includes carbon fibers and composite materials, plastic optical fibers, plastic rod lenses, printed circuit boards, water purifiers, membranes, engineering and machinery systems, water treatment equipment and systems, and construction materials. The business segment information for the Company and its consolidated subsidiaries for the years ended March 31, 2003 and 2002 is summarized as follows: Year ended March 31, 2003 I. Sales and operating income Sales to third parties Intergroup sales and transfers Total sales Operating expenses Operating income II. Assets, depreciation and capital expenditures Total assets Depreciation Capital expenditures Year ended March 31, 2002 I. Sales and operating income Sales to third parties Intergroup sales and transfers Total sales Operating expenses Operating income II. Assets, depreciation and capital expenditures Total assets Depreciation Capital expenditures Millions of yen Specialty products, engineering and others Total Chemicals and plastics Fibers ¥116,214 8,381 ¥94,364 194 ¥ 90,062 30,447 ¥300,641 39,023 124,595 109,189 94,558 91,575 120,510 119,083 339,665 319,848 ¥ 15,406 ¥ 2,983 ¥ 1,427 ¥ 19,816 ¥ ¥119,543 6,682 12,387 ¥91,950 4,728 4,496 ¥ 99,123 3,877 4,272 ¥310,618 15,288 21,156 ¥ 22,139 — — Millions of yen Specialty products, engineering and others Total Chemicals and plastics Fibers ¥123,272 11,981 ¥96,997 189 ¥ 86,184 25,207 135,253 121,652 97,186 94,394 ¥ 13,600 ¥ 2,792 ¥ ¥120,241 7,696 7,958 ¥98,213 5,263 4,230 Eliminations or corporate ¥ — (39,023) ¥300,641 — (39,023) (38,960) 300,641 280,887 (62) ¥ 19,754 Consolidated ¥306,455 37,377 ¥ — (37,377) ¥306,455 — 111,392 108,741 343,833 324,788 (37,377) (37,541) 306,455 287,247 2,650 ¥ 19,044 ¥ 163 ¥ 19,207 ¥ 99,335 3,576 4,533 ¥317,790 16,537 16,722 ¥ 30,311 — — ¥348,102 16,537 16,722 Thousands of U.S. dollars Specialty products, engineering and others Total Fibers $ 966,839 69,725 $785,058 1,614 $ 749,268 253,303 Total sales Operating expenses 1,036,564 908,394 786,672 761,855 1,002,579 990,707 Operating income $ 128,170 $ 24,817 $ 11,872 $ 164,859 $ II. Assets, depreciation and capital expenditures Total assets $ 994,534 Depreciation 55,591 Capital expenditures 103,053 $764,975 39,334 37,404 $ 824,651 32,255 35,541 $2,584,176 127,188 176,007 $ 184,185 — — I. Sales and operating income Sales to third parties Intergroup sales and transfers ¥332,757 15,288 21,156 Eliminations or corporate Chemicals and plastics Year ended March 31, 2003 Consolidated Eliminations or corporate Consolidated $2,501,173 324,651 $ — (324,651) $2,501,173 — 2,825,832 2,660,965 (324,651) (324,126) 2,501,173 2,336,830 (516) $ 164,343 $2,768,361 127,188 176,007 31 The geographical segment information for the Company and its consolidated subsidiaries for the years ended March 31, 2003 and 2002 is summarized as follows: Year ended March 31, 2003 Millions of yen United States of America Total Japan Asia I. Sales and operating income Customers Intersegment ¥271,701 6,843 ¥14,078 6,457 ¥14,861 821 Total sales Operating expenses 278,545 260,798 20,536 18,386 15,683 15,778 ¥ 17,747 ¥ 2,149 ¥ ¥255,219 ¥24,638 ¥12,019 Operating income II. Total assets Year ended March 31, 2002 (94) 314,765 294,963 (14,123) (14,075) 300,641 280,887 ¥ 19,802 ¥ (48) ¥291,878 ¥40,879 ¥ 19,754 ¥332,757 ¥ — (14,437) ¥306,455 — 16,918 16,849 320,892 301,415 (14,437) (14,168) 306,455 287,247 69 ¥ 19,476 ¥ (268) ¥ 19,207 ¥12,063 ¥299,746 ¥48,355 ¥348,102 ¥14,341 6,050 ¥16,599 319 Total sales Operating expenses 283,580 266,577 20,392 17,988 ¥ 17,003 ¥ 2,403 ¥ ¥265,688 ¥21,994 Asia ¥300,641 — ¥306,455 14,437 ¥275,514 8,066 Japan ¥ — (14,123) Consolidated I. Sales and operating income Customers Intersegment Year ended March 31, 2003 ¥300,641 14,123 Eliminations or corporate Asia II. Total assets Consolidated Millions of yen United States of America Total Japan Operating income Eliminations or corporate Thousands of U.S. dollars United States of America Total Eliminations or corporate Consolidated I. Sales and operating income Customers Intersegment $2,260,408 56,930 $117,121 53,719 $123,636 6,830 $2,501,173 117,496 $ — (117,496) $2,501,173 — Total sales Operating expenses 2,317,346 2,169,700 170,849 152,962 130,474 131,265 2,618,677 2,453,935 (117,496) (117,097) 1,501,173 2,336,830 $ 147,646 $ 17,879 $ $2,123,286 $204,975 $ 99,992 Operating income II. Total assets (782) $ 164,742 $ (399) $2,428,270 $340,092 $ 164,343 $2,768,361 Sales are analyzed geographically for the years ended March 31, 2003 and 2002 as follows: Years ended March 31, Sales designated for: Japan Asia Other Total 32 Millions of yen 2003 2002 Thousands of U.S. dollars 2003 ¥196,417 67,296 36,928 ¥207,600 59,666 39,188 $1,634,085 559,867 307,221 ¥300,641 ¥306,455 $2,501,173 Report of Independent Auditors The Board of Directors Mitsubishi Rayon Company, Limited We have audited the accompanying consolidated balance sheets of Mitsubishi Rayon Company, Limited and consolidated subsidiaries as of March 31, 2003 and 2002, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the years then ended, all expressed in yen. These financial statements are the responsibility of the Company’s management. Our responsibility is to independently express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards, procedures and practices generally accepted and applied in Japan. Those standards, procedures and practices require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mitsubishi Rayon Company, Limited and consolidated subsidiaries at March 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles and practices generally accepted in Japan. The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year ended March 31, 2003 are presented solely for convenience. Our audit also included the translation of yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made on the basis described in Note 3 to the consolidated financial statements. June 27, 2003 See Note 1 to the consolidated financial statements which explains the basis of preparation of the consolidated financial statements of Mitsubishi Rayon Company, Limited and consolidated subsidiaries under Japanese accounting principles and practices. 33 Subsidiaries and Affiliates Subsidiaries (Consolidated) Company Issued share capital (Millions) Principal activities Chemicals and Plastics Thai MMA Co., Ltd. Suzhou Sanyouli Chemicals Co., Ltd. Jiangsu Xinling Chemical Co., Ltd. MRC Unitech Co., Ltd. MRC Polysaccharide Co., Ltd. Diafloc Co., Ltd. Diapolyacrylate Co., Ltd Nantong Rayon Chemical Co., Ltd. Shinko Gosei Co., Ltd. Mitsubishi Rayon Polymer Nantong Co., Ltd. Diatec Co., Ltd. Diatec (Shanghai) Co., Ltd. Acry Sunday Co., Ltd. Dianal America, Inc. Toei Kasei Co., Ltd. THB1,300 USD2.4 USD2.005 JPY57 JPY50 JPY325 THB358 USD16 JPY40 USD8.0 JPY95 USD1.2 JPY30 USD15.0 JPY18 Production and sale of MMA monomer Production and sale of BMA monomer Production and sale of MA and DMF Production and sale of perfumes, functional monomers Processing and sale of polysaccharide Production and sale of high molecule weight flocculants and industrial cleaners Production and sale of PMMA pellets Production and sale of PMMA pellets Production and sale of PMMA sheets Production and sale of acrylic sheets Production and sale of indication panels Production and sale of acrylic indication panels Sale of acrylic sheets and water purifiers Production and sale of coating resins Production and sale of coating and reagents Fibers MRC Tex Co., Ltd. Tosen Co., Ltd. P.T. Vonex Indonesia Qingdao Lingtong Textile Co., Ltd. Ningbo Rayon Acrylic Fibers Co., Ltd. Ryoko Sizing Co., Ltd. Mitsubishi Rayon Textile Co., Ltd. Mitsubishi Burlington Co., Ltd. Dia Mode Co., Ltd. Dia Fashion Planning Co., Ltd. JPY99 JPY60 USD23 USD5.0 0 JPY50 JPY400 JPY400 JPY30 JPY20 Production and sale of spun yarn Dyeing, processing and sale of textile products Production and sale of acrylic yarn Production and sale of acrylic yarn Production and sale of acrylic fibers Sizing of acetate Wholesale of fabric Production and sale of carpets, interior decoration Sale of fabric and clothes Planning and developing of fabric materials Specialty Products, Engineering and Others Grafil, Inc. Newport Adhesives and Composites, Inc. MRC Composite Products Co., Ltd. Dia Injection Molding Co., Ltd. Ryoko Electronics Industries, Ltd. Dalian Rayon Environmental Equipment Co., Ltd. MRC Koda Co., Ltd. MRC Home Products Co., Ltd. Mitsubishi Rayon Engineering Co., Ltd. MRE Maintenance Co., Ltd. Ryoko Co., Ltd. Nitto Gypsum Board Co., Ltd. Mitsubishi Rayon America Inc. MRC Asia (Thailand), Ltd. MRC Hong Kong Co. Ltd. MRC Holdings Ltd. MRC Techno Research Inc. 34 USD1.3 USD2.1 JPY50 JPY30 JPY408 USD0.619 JPY150 JPY50 JPY1,200 JPY23 JPY100 JPY200 USD0.8 THB12 HKD1 THB6 JPY20 Production and sale of carbon fibers Production and sale of adhesives and composites Production and sale of carbon fiber composites Processing and sale of GFRP products Production and sale of printed circuit boards Production and sale of hollow fiber membrane products Processing of plastic products, membranes and medical products Sale of water purifiers for home and industrial use Engineering Operation control and maintenance of machines Sale of MMA-related products, construction of sports facilities Production and sale of construction materials Sale and information services Sale and information services Sale and information services Holding company Technological information services Subsidiaries (Consolidated) Company Issued share capital (Millions) Principal activities Specialty Products, Engineering and Others MRC Finance Co., Ltd. MRC Information Systems Co., Ltd. M&U Co., Ltd. Dia Kaihatsu Co., Ltd. MRS Co., Ltd. Horyo Co., Ltd. Hokuriku Ryoko Sangyo Co., Ltd. JPY30 JPY50 JPY20 JPY40 JPY10 JPY10 JPY10 Finance Information systems Management of real estate Insurance Agency Contract work in Otake Production Center Contract work in Toyohashi Production Center Contract work in Toyama Production Center Affiliates (Accounted for by the Equity Method) Company Issued share capital (Millions) Principal activities Chemicals and Plastics Dia-Nitrix Co., Ltd. Du Pont-MRC Co., Ltd. Codec Chemical Co., Ltd. San Esters Corporation Sanyu Chemical Company Ltd. Kashima Ekian Co., Ltd. Diaglas Co., Ltd. Asahi Plastics Co., Ltd. Fuji Plastic Co., Ltd. Fujiwara Co., Ltd. Kokujyo Metal Processing Co., Ltd. UMG ABS Co., Ltd. MRC Resins (Thailand) Co., Ltd. P.T. Diachem Resins Indonesia JPY2000 JPY1000 JPY30 USD0.2 JPY30 JPY5 THB102 JPY24 JPY24 JPY80 JPY141 JPY3,000 THB50 IDR4,066 Production and sale of AN, AAM and polyacrylamide Production and sale of artificial marbles Sale of chemicals Sale of chemical products Sale of chemical products Sale of ammonium Production and sale of PMMA sheets Processing and sale of plastic sheets Sale of plastic sheets Processing of inorganic glass and plastics Processing and sale of plastic moldings Production and sale of ABS resins Production and sale of coating resins Production and sale of coating resins Fibers Yarn Ventures & Resources, Inc. Suntomik Co., Ltd. Renown Jersey Co., Ltd. Leilian Co., Ltd. Tokai Knit Co., Ltd. PHP335 JPY50 JPY400 JPY600 JPY50 Production and sale of acrylic yarn Sale of women’s office uniform Processing of knitwear Sale of ready-made women‘s clothes Production and sale of knitwear JPY11 JPY100 JPY40 JPY20 JPY156 USD2.7 JPY150 Processing and sale of optical fibers Production and sale of dry film photoresist Sale of steel belts Processing of MMA related products Development and Production of pathological screening kits Production and sale of polypropylene films Production and sale of construction materials Specialty Products, Engineering and Others Markopt Co., Ltd. Du Pont MRC Dry Film Ltd. Nippon Belting Co., Ltd. Meiho Co., Ltd. Bio Medical Engineering Co., Ltd. Mirwec Film Inc. Sohma Gypsum Co., Ltd. (As of March 31, 2003) 35 Organization Corporate Planning Division Audit Office Business Planning & Development Division Overseas Subsidiaries Administration Office Logistics & Information Systems Planning Office Public & Investors Relations Office Export Control Office Chemicals Division Chemicals & Plastics Operations Specialty Resins & Plastics Division Specialty Chemicals Division Acrylic Fibers Division Filament Yarn Division President Senior Managing Director Mitsubishi Rayon Textile Co., Ltd. Fibers Operations Cigarette Tow Division Polypropylene Fibers Department Mitsubishi Burlington Co., Ltd. Carbon Fiber & Composite Materials Division Information Materials Division Aqua-Life Division Specialty Products & Engineering Operations Mitsubishi Rayon Engineering Co., Ltd. Ryoko Co., Ltd. Otake Production Center, Toyohashi Production Center, Toyama Production Center, Yokohama Production Center Osaka Branch, Nagoya Branch Tokyo Technology & Information Center Raw Materials Purchasing Department Corporate Technology Technology Development Administration Department, Utilities Center, Production Technology Center, Safety, Environment & Quality Assurance Department, Intellectual Property Department, Corporate Research Laboratories, Products Development Laboratories, Yokohama Research Laboratories Corporate Administration Personnel Department, General Administration Department, Accounting Department, Osaka General Administration Department (As of June 27, 2003) 36 Corporate Data Meiji Life Insurance Co. Nippon Life Insurance Co. Mitsui Asset Trust and Banking Co., Ltd. (trust account, 2 beneficiaries) The Mitsubishi Trust and Banking Corp. Mitsui Asset Trust and Banking Co., Ltd. (trust account) UFJ Trust Bank Ltd. (trust account A) Mitsubishi Heavy Industries, Ltd. Date of Establishment August 31, 1933 Paid-in Capital ¥53,229 million Authorized Shares 1,160,701,000 shares Issued and Outstanding Shares 614,197,820 shares Employees Share distribution by type of shareholder 8,872 (Group) Main Banks The Bank of Tokyo-Mitsubishi, Ltd. The Mitsubishi Trust and Banking Corp. The Norinchukin Bank Mizuho Corporate Bank, Ltd. Shareholders 88,711 (including those holding less than one unit) Financial institutions 53.6% Securities companies 0.8% Other companies, foundations, etc. 10.8% Non-resident investors 6.4% Individuals & others 28.4% Major Shareholders Japan Trustee Services Bank, Ltd. (trust account) The Master Trust Bank of Japan, Ltd. (trust account) The Bank of Tokyo-Mitsubishi, Ltd. (As of March 31, 2003) Offices Head Office (Public & Investors Relations Office) 6-41, Konan 1-chome, Minato-ku, Tokyo 108-8506, Japan Phone: (03) 5495-3100 Fax: (03) 5495-3184 E-mail: koho@mrc.co.jp Osaka Branch OAP Tower, 8-30, Tenmabashi 1-chome, Kita-ku, Osaka 530-6040, Japan Phone: (06) 6881-6301 Fax: (06) 6881-6337 Nagoya Branch Hokuriku Office Otake Production Center Toyohashi Production Center Toyama Production Center Yokohama Production Center Corporate Research Laboratories Products Development Laboratories Yokohama Research Laboratories Tokyo Technology & Information Center Overseas Service Bases Mitsubishi Rayon America Inc. 400 747 Third Avenue, 19th Floor, New York, NY 10017 Phone: 1 (212) 223-3043 Fax: 1 (212) 223-3017 300 MRC Asia (Thailand) Ltd. Stock price range & trading volume (¥) 500 100/63 Sathorn Nakorn Tower, 30th Floor, North Sathorn Road, Khwaeng Silom, Khet Bangrak, Bangkok 10500, Thailand Phone: 66 (2) 636-7569 Fax: 66 (2) 636-7576 200 Quarterly volume (Thousands of shares) 200,000 150,000 MRC Hong Kong Co., Ltd. 100,000 50,000 0 1st 2nd 3rd 4th 1st 99 2nd 3rd 4th 00 1st 2nd 3rd 4th 1st 01 2nd 3rd 4th 1st 02 03 Room 801, Tower 3, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong Phone: (852) 2368-0121 Fax: (852) 2724-4174 Mitsubishi Rayon Co., Ltd. Shanghai Office Please visit our Internet website at, http://www.mrc.co.jp/english/index.html 12 F-G Majesty Building 138 Pudong Avenue, Shanghai, China Phone: (86) 21-5887-0314 Fax: (86) 21-5887-1902 (As of June 27, 2003) 37 6-41, KONAN 1-CHOME, MINATO-KU, TOKYO 108-8506, JAPAN Printed in Japan This report is printed on recycled paper. 03083100(DJ)A
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