Takeda Pharmaceutical Company Limited (TAK) 6-K Current report (foreign)

Exhibit 99.1

　

FINANCIAL APPENDIX

Definition of Non-IFRS Measures
	Definition of Core Financial Measures, Constant Exchange Rate change, and Free Cash Flow	A-1
	Definition of EBITDA/Adjusted EBITDA and Net Debt	A-2
Reconciliations and Other Financial Information
	FY2022 H1 Reported Results with Actual and CER % Change	A-3
	FY2022 Q2 (Jul-Sep) Reported Results with Actual and CER % Change	A-4
	FY2022 H1 Core Results with Actual and CER % Change	A-5
	FY2022 Q2 (Jul-Sep) Core Results with Actual and CER % Change	A-6
	FY2022 H1 Reconciliation from Reported to Core	A-7
	FY2022 Q2 (Jul-Sep) Reconciliation from Reported to Core	A-8
	FY2021 H1 Reconciliation from Reported to Core	A-9
	FY2021 Q2 (Jul-Sep) Reconciliation from Reported to Core	A-10
	Free Cash Flow	A-11
	FY2022 H1 Net Debt to Adjusted EBITDA	A-12
	FY2021 Net Debt to Adjusted EBITDA	A-13
	FY2022 H1 and FY2021 H1 Net Profit to Adjusted EBITDA Bridge	A-14
	FY2022 H1 Net Profit to Adjusted EBITDA LTM Bridge	A-15
	FY2022 Full Year FX Rates Assumptions and Currency Sensitivity	A-16
	CAPEX, depreciation and amortization and impairment losses	A-17
	FY2022 Full Year Detailed Forecast	A-18
	FY2022 Full Year Core Operating Profit Adjustment Items & Cash Flow Forecast	A-19
	FY2022 Full Year Reconciliation from Reported Operating Profit to Core Operating Profit Forecast	A-20
Important Notice
	Important Notice	A-21

Definition of Core Financial Measures, Constant Exchange Rate change, and Free Cash Flow

Core Revenue represents revenue adjusted to exclude significant items unrelated to Takeda’s core operations.

Core Operating Profit represents net profit adjusted to exclude income tax expenses, the share of profit or loss of investments accounted for using the equity method, finance expenses and income, other operating expenses and income, amortization and impairment losses on acquired intangible assets and other items unrelated to Takeda’s core operations, such as non-recurring items, purchase accounting effects and transaction related costs.

Core EPS represents net profit adjusted to exclude the impact of items excluded in the calculation of Core Operating Profit, and other non-operating items (e.g. amongst other items, fair value adjustments and the imputed financial charge related to contingent consideration) that are unusual, non-recurring in nature or unrelated to Takeda’s ongoing operations and the tax effect of each of the adjustments, divided by the average outstanding shares (excluding treasury shares) of the reporting periods presented.

CER (Constant Exchange Rate) change eliminates the effect of foreign exchange rates from year-over-year comparisons by translating Reported or Core results for the current period using corresponding exchange rates in the same period of the previous fiscal year.

We present Free Cash Flow because we believe that this measure is useful to investors as similar measures of liquidity are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Free Cash Flow is also used by our management to evaluate our liquidity and our cash flows, particularly as they relate to our ability to meet our liquidity requirements and to support our capital allocation policies. We also believe that Free Cash Flow is helpful to investors in understanding how our strategic divestitures of non-core businesses and of portions of our investment portfolio contribute to the cash flows and liquidity available to us.

We define Free Cash Flow as cash flows from operating activities, subtracting acquisition of property, plant and equipment (“PP&E”), intangible assets and investments as well as removing any other cash that is not available to Takeda’s immediate or general business use, and adding proceeds from sales of PP&E, as well as from sales of investments and businesses, net of cash and cash equivalents divested.

The usefulness of Free Cash Flow to investors has significant limitations including, but not limited to, (i) it may not be comparable to similarly titled measures used by other companies, including those in our industry, (ii) it does not reflect the effect of our current and future contractual and other commitments requiring the use or allocation of capital and (iii) the addition of proceeds from sales and redemption of investments and the proceeds from sales of business, net of cash and cash equivalents divested do not reflect cash received from our core ongoing operations. Free Cash Flow should not be considered in isolation and is not, and should not be viewed as, a substitute for cash flows from operating activities or any other measure of liquidity presented in accordance with IFRS. The most directly comparable measure under IFRS for Free Cash Flow is net cash from operating activities.

A-1

Definition of EBITDA/Adjusted EBITDA and Net Debt

We present EBITDA and Adjusted EBITDA because we believe that these measures are useful to investors as they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We further believe that Adjusted EBITDA is helpful to investors in identifying trends in its business that could otherwise be obscured by certain items unrelated to ongoing operations because they are highly variable, difficult to predict, may substantially impact our results of operations and may limit the ability to evaluate our performance from one period to another on a consistent basis.

EBITDA and Adjusted EBITDA should not be considered in isolation or construed as alternatives to operating income, net profit for the year or any other measure of performance presented in accordance with IFRS. These non-IFRS measures may not be comparable to similarly-titled measures presented by other companies.

The usefulness of EBITDA and Adjusted EBITDA to investors has limitations including, but not limited to, (i) they may not be comparable to similarly titled measures used by other companies, including those in our industry, (ii) they exclude financial information and events, such as the effects of an acquisition or amortization of intangible assets, that some may consider important in evaluating our performance, value or prospects for the future, (iii) they exclude items or types of items that may continue to occur from period to period in the future and (iv) they may not exclude all items which investors may consider to be unrelated to our long-term operations. These non-IFRS measures are not, and should not be viewed as, substitutes for IFRS reported net income (loss). We encourage investors to review our historical financial statements in their entirety and caution investors to IFRS measures as the primary means of evaluating our performance, value and prospects for the future, and EBITDA and Adjusted EBITDA as supplemental measures.

We define EBITDA as consolidated net profit before income tax expenses, depreciation and amortization and net interest expense. We define Adjusted EBITDA as EBITDA further adjusted to exclude impairment losses, other operating expenses and income (excluding depreciation and amortization), finance expenses and income (excluding net interest expense), our share of loss from investments accounted for under the equity method and other items that management believes are unrelated to our core operations such as purchase accounting effects and transaction related costs.

The most closely comparable measure presented in accordance with IFRS is net profit for the year. Please refer to Net Profit to Adjusted EBITDA Bridge for a reconciliation to the respective most closely comparable measures presented in accordance with IFRS.

We present Net Debt because we believe that it is useful to investors in that our management uses it to monitor and evaluate our indebtedness, net of cash and cash equivalents, and, in conjunction with Adjusted EBITDA, to monitor our leverage. We also believe that similar measures of indebtedness are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

We define Net Debt first by calculating the sum of the current and non-current portions of bonds and loans as shown on our consolidated statement of financial position, which is then adjusted to reflect (i) the use of prior 12-month average exchange rates for non-JPY debt outstanding at the beginning of the period and the use of relevant spot rates for new non-JPY debt incurred and existing non-JPY debt redeemed during the reporting period, which reflects the methodology our management uses to monitor our leverage, and (ii) a 50% equity credit applied to our aggregate principal amount of 500.0 billion hybrid (subordinated) bonds issued in June 2019 by S&P Global Rating Japan in recognition of the equity-like features of those bonds pursuant to such agency’s ratings methodology. From this figure, we deduct cash and cash equivalents, excluding cash that is temporarily held by Takeda on behalf of third parties related to vaccine operations and the trade receivables sales program, to calculate Net Debt.

The usefulness of Net Debt to investors has significant limitations including, but not limited to, (i) it may not be comparable to similarly titled measures used by other companies, including those in our industry, (ii) it does not reflect the amounts of interest payments to be paid on our indebtedness, (iii) it does not reflect any restrictions on our ability to prepay or redeem any of our indebtedness, (iv) it does not reflect any fees, costs or other expenses that we may incur in converting cash equivalents to cash, in converting cash from one currency into another or in moving cash within our consolidated group, (v) it applies to gross debt an adjustment for average foreign exchange rates which, although consistent with our financing agreements, does not reflect the actual rates at which we would be able to convert one currency into another and (vi) it reflects an equity credit due to the fact that the amounts of our subordinated bonds, although we believe it to be reasonable, do not affect the status of those instruments as indebtedness. Net Debt should not be considered in isolation and are not, and should not be viewed as, a substitute for bonds and loans or any other measure of indebtedness presented in accordance with IFRS.

The most directly comparable measures under IFRS for Net Debt is bonds and loans. Please refer to Net Debt to Adjusted EBITDA for a reconciliation to this measure.

A-2

FY2022 H1 Reported Results with Actual and CER % Change

(Billion JPY)	FY2021 H1		FY2022 H1		vs. PY
						ACTUAL % CHANGE	CER % CHANGE*1
Revenue	1,794.4		1,974.8		180.3	10.1%	(2.3)%
Cost of sales	(517.1)		(598.3)		(81.3)	(15.7)%	(3.9)%
Gross profit	1,277.4		1,376.4		99.1	7.8%	(4.8)%
Margin	71.2	%	69.7	%		(1.5) pp	(1.8) pp
SG&A expenses	(431.9)		(480.2)		(48.4)	(11.2)%	1.4%
R&D expenses	(254.1)		(297.8)		(43.7)	(17.2)%	(1.4)%
Amortization of intangible assets associated with products	(204.1)		(240.8)		(36.7)	(18.0)%	(1.1)%
Impairment losses on intangible assets associated with products	(1.5)		(32.8)		(31.4)	(2,137.8)%	(1,695.6)%
Other operating income	19.5		13.5		(6.1)	(31.0)%	(36.9)%
Other operating expenses	(59.4)		(83.4)		(23.9)	(40.2)%	(22.0)%
Operating profit	346.0		255.0		(91.0)	(26.3)%	(30.7)%
Margin	19.3	%	12.9	%		(6.4) pp	(5.6) pp
Finance income	46.9		75.7		28.8	61.4%	55.6%
Finance expenses	(104.9)		(109.3)		(4.3)	(4.1)%	(5.4)%
Share of profit (loss) of investments accounted for using the equity method	(3.5)		(1.4)		2.2	61.3%	76.7%
Profit before tax	284.4		220.0		(64.4)	(22.6)%	(29.2)%
Income tax expenses	(100.7)		(53.3)		47.4	47.1%	44.1%
Net profit for the period	183.7		166.8		(17.0)	(9.2)%	(21.1)%
Non-controlling interests	(0.1)		0.0		0.1	―	―
Net profit attributable to owners of the Company	183.6		166.8		(16.9)	(9.2)%	(21.0)%
Basic EPS (yen)	117.08		107.62		(9.46)	(8.1)%	(20.1)%
*1 Please refer to A-1 Definition of Core Financial Measures, Constant Exchange Rate change, and Free Cash Flow, for the definition.
Note: % change versus prior year is presented as positive when favorable to profits, and negative when unfavorable to profits.

A-3

FY2022 Q2 (Jul-Sep) Reported Results with Actual and CER % Change

(Billion JPY)	FY2021 Q2  (Jul-Sep)		FY2022 Q2  (Jul-Sep)		vs. PY
						ACTUAL % CHANGE	CER % CHANGE*1
Revenue	844.8		1,002.3		157.5	18.6%	2.8%
Cost of sales	(275.8)		(305.4)		(29.6)	(10.7)%	2.6%
Gross profit	569.0		696.9		127.8	22.5%	5.4%
Margin	67.4	%	69.5	%		2.2 pp	1.7 pp
SG&A expenses	(212.0)		(248.7)		(36.7)	(17.3)%	(1.8)%
R&D expenses	(131.6)		(154.1)		(22.5)	(17.1)%	1.4%
Amortization of intangible assets associated with products	(101.3)		(123.8)		(22.5)	(22.2)%	―
Impairment losses on intangible assets associated with products	(1.5)		(18.6)		(17.1)	(1,167.4)%	―
Other operating income	8.4		8.0		(0.4)	(5.0)%	(16.3)%
Other operating expenses	(33.7)		(55.2)		(21.5)	(63.8)%	(43.7)%
Operating profit	97.4		104.4		7.0	7.2%	(1.3)%
Margin	11.5	%	10.4	%		(1.1) pp	(0.5) pp
Finance income	6.9		14.8		7.9	115.4%	96.4%
Finance expenses	(39.7)		(53.8)		(14.1)	(35.6)%	(40.5)%
Share of profit (loss) of investments accounted for using the equity method	(3.2)		(0.9)		2.3	72.6%	85.1%
Profit before tax	61.4		64.5		3.1	5.0%	(13.1)%
Income tax expenses	(15.5)		(2.8)		12.6	(81.8)%	(57.2)%
Net profit for the period	46.0		61.7		15.7	34.2%	1.7%
Non-controlling interests	(0.0)		0.0		0.0	―	―
Net profit attributable to owners of the Company	46.0		61.7		15.8	34.3%	1.8%
Basic EPS (yen)	29.24		39.77		10.53	36.0%	3.1%
*1 Please refer to A-1 Definition of Core Financial Measures, Constant Exchange Rate change, and Free Cash Flow, for the definition.
Note: % change versus prior year is presented as positive when favorable to profits, and negative when unfavorable to profits.

A-4

FY2022 H1 Core Results with Actual and CER % Change

(Billion JPY)	FY2021 H1		FY2022 H1		vs. PY
						ACTUAL % CHANGE	CER % CHANGE*1
Revenue	1,661.4		1,974.8		313.4	18.9%	5.5%
Cost of sales	(494.1)		(571.6)		(77.4)	(15.7)%	(4.0)%
Gross profit	1,167.2		1,403.2		236.0	20.2%	6.2%
Margin	70.3	%	71.1	%		0.8 pp	0.4 pp
SG&A expenses	(428.7)		(480.5)		(51.8)	(12.1)%	0.6%
R&D expenses	(252.8)		(297.5)		(44.7)	(17.7)%	(1.8)%
Operating profit	485.7		625.2		139.4	28.7%	14.5%
Margin	29.2	%	31.7	%		2.4 pp	2.5 pp
Finance income	31.7		32.6		0.9	2.9%	2.5%
Finance expenses	(90.1)		(100.8)		(10.7)	(11.9)%	(14.6)%
Share of profit (loss) of investments accounted for using the equity method	2.8		2.7		(0.2)	(6.1)%	(5.6)%
Profit before tax	430.1		559.6		129.5	30.1%	13.4%
Income tax expenses	(94.2)		(112.9)		(18.7)	(19.9)%	(10.0)%
Net profit for the period	335.9		446.7		110.7	33.0%	14.4%
Non-controlling interests	(0.1)		0.0		0.1	―	―
Net profit attributable to owners of the Company	335.9		446.7		110.8	33.0%	14.4%
Basic EPS (yen)	214		288		74	34.6%	15.8%
*1 Please refer to A-1 Definition of Core Financial Measures, Constant Exchange Rate change, and Free Cash Flow, for the definition.
Note: % change versus prior year is presented as positive when favorable to profits, and negative when unfavorable to profits.

A-5

FY2022 Q2 (Jul-Sep) Core Results with Actual and CER % Change

(Billion JPY)	FY2021 Q2  (Jul-Sep)		FY2022 Q2  (Jul-Sep)		vs. PY
						ACTUAL % CHANGE	CER % CHANGE*1
Revenue	844.8		1,002.3		157.5	18.6%	2.8%
Cost of sales	(266.3)		(293.3)		(27.1)	(10.2)%	2.9%
Gross profit	578.5		709.0		130.4	22.5%	5.5%
Margin	68.5	%	70.7	%		2.3 pp	1.8 pp
SG&A expenses	(210.8)		(248.8)		(38.1)	(18.1)%	(2.4)%
R&D expenses	(131.0)		(154.0)		(23.0)	(17.6)%	1.1%
Operating profit	236.8		306.1		69.3	29.3%	11.8%
Margin	28.0	%	30.5	%		2.5 pp	2.4 pp
Finance income	2.3		8.9		6.6	290.7%	286.1%
Finance expenses	(33.0)		(50.0)		(17.0)	(51.5)%	(59.0)%
Share of profit (loss) of investments accounted for using the equity method	0.9		1.7		0.8	93.3%	89.9%
Profit before tax	206.9		266.7		59.8	28.9%	7.6%
Income tax expenses	(47.6)		(44.2)		3.5	7.3%	15.3%
Net profit for the period	159.3		222.5		63.2	39.7%	14.5%
Non-controlling interests	(0.0	)	0.0		0.0	―	―
Net profit attributable to owners of the Company	159.3		222.5		63.3	39.7%	14.5%
Basic EPS (yen)	101		143		42	41.5%	15.9%
*1 Please refer to A-1 Definition of Core Financial Measures, Constant Exchange Rate change, and Free Cash Flow, for the definition.
Note: % change versus prior year is presented as positive when favorable to profits, and negative when unfavorable to profits.

A-6

FY2022 H1 Reconciliation from Reported to Core

(Billion JPY)	REPORTED		REPORTED TO CORE ADJUSTMENTS				CORE
			Amortization of intangible assets	Impairment of intangible assets	Other operating income/ expenses	Others
Revenue	1,974.8						1,974.8
Cost of sales	(598.3)					26.8	(571.6)
Gross profit	1,376.4					26.8	1,403.2
SG&A expenses	(480.2)					(0.3)	(480.5)
R&D expenses	(297.8)					0.3	(297.5)
Amortization of intangible assets associated with products	(240.8)		240.8				—
Impairment losses on intangible assets associated with products	(32.8)			32.8			—
Other operating income	13.5				(13.5)		—
Other operating expenses	(83.4)				83.4		—
Operating profit	255.0		240.8	32.8	69.9	26.7	625.2
Margin	12.9	%					31.7%
Finance income and (expenses), net	(33.6)					(34.7)	(68.3)
Share of profit (loss) of investments accounted for using the equity method	(1.4)					4.0	2.7
Profit before tax	220.0		240.8	32.8	69.9	(4.0)	559.6
Tax expenses	(53.3)		(51.5)	(7.0)	(13.1)	12.0	(112.9)
Non-controlling interests	0.0						0.0
Net profit attributable to owners of the Company	166.8		189.3	25.8	56.8	8.0	446.7
EPS (yen)	108						288
Number of shares (millions)	1,549						1,549

A-7

FY2022 Q2 (Jul-Sep) Reconciliation from Reported to Core

(Billion JPY)	REPORTED		REPORTED TO CORE ADJUSTMENTS				CORE
			Amortization of intangible assets	Impairment of intangible assets	Other operating income/ expenses	Others
Revenue	1,002.3						1,002.3
Cost of sales	(305.4)					12.1	(293.3)
Gross profit	696.9					12.1	709.0
SG&A expenses	(248.7)					(0.1)	(248.8)
R&D expenses	(154.1)					0.2	(154.0)
Amortization of intangible assets associated with products	(123.8)		123.8				—
Impairment losses on intangible assets associated with products	(18.6)			18.6			—
Other operating income	8.0				(8.0)		—
Other operating expenses	(55.2)				55.2		—
Operating profit	104.4		123.8	18.6	47.2	12.1	306.1
Margin	10.4	%					30.5%
Finance income and (expenses), net	(39.0)					(2.1)	(41.1)
Share of profit (loss) of investments accounted for using the equity method	(0.9)					2.6	1.7
Profit before tax	64.5		123.8	18.6	47.2	12.6	266.7
Tax expenses	(2.8)		(26.5)	(3.9)	(9.1)	(1.9)	(44.2)
Non-controlling interests	0.0						0.0
Net profit attributable to owners of the Company	61.7		97.3	14.7	38.0	10.7	222.5
EPS (yen)	40						143
Number of shares (millions)	1,552						1,552

A-8

FY2021 H1 Reconciliation from Reported to Core

(Billion JPY)	REPORTED		REPORTED TO CORE ADJUSTMENTS						CORE
			Amortization of intangible assets	Impairment of intangible assets	Other operating income/ expenses	Sale of Japan diabetes portfolio	Irish Tax Assessment *1	Others
Revenue	1,794.4					(133.0)			1,661.4
Cost of sales	(517.1)					0.6		22.3	(494.1)
Gross profit	1,277.4					(132.4)		22.3	1,167.2
SG&A expenses	(431.9)					1.0		2.1	(428.7)
R&D expenses	(254.1)							1.3	(252.8)
Amortization of intangible assets associated with products	(204.1)		204.1						—
Impairment losses on intangible assets associated with products	(1.5)			1.5					—
Other operating income	19.5				(18.8)			(0.7)	—
Other operating expenses	(59.4)				59.4				—
Operating profit	346.0		204.1	1.5	40.6	(131.4)		25.0	485.7
Margin	19.3	%							29.2%
Finance income and (expenses), net	(58.0)							(0.4)	(58.5)
Share of profit (loss) of investments accounted for using the equity method	(3.5)							6.4	2.8
Profit before tax	284.4		204.1	1.5	40.6	(131.4)		31.0	430.1
Tax expenses	(100.7)		(45.5)	(0.5)	(11.5)	40.2	63.7	(39.9)	(94.2)
Non-controlling interests	(0.1)								(0.1)
Net profit attributable to owners of the Company	183.6		158.6	0.9	29.2	(91.2)	63.7	(9.0)	335.9
EPS (yen)	117								214
Number of shares (millions)	1,568								1,568

*1 Tax charges of 63.7 billion JPY arising from the tax assessment involving Irish taxation of the break fee Shire received from AbbVie in connection with the terminated offer to acquire Shire made by AbbVie in 2014, net of 0.5 billion JPY of associated tax benefit.

A-9

FY2021 Q2 (Jul-Sep) Reconciliation from Reported to Core

(Billion JPY)	REPORTED		REPORTED TO CORE ADJUSTMENTS						CORE
			Amortization of intangible assets	Impairment of intangible assets	Other operating income/ expenses	Sale of Japan diabetes portfolio	Irish Tax Assessment *1	Others
Revenue	844.8								844.8
Cost of sales	(275.8)							9.5	(266.3)
Gross profit	569.0							9.5	578.5
SG&A expenses	(212.0)							1.2	(210.8)
R&D expenses	(131.6)							0.6	(131.0)
Amortization of intangible assets associated with products	(101.3)		101.3						—
Impairment losses on intangible assets associated with products	(1.5)			1.5					—
Other operating income	8.4				(8.1)			(0.4)	—
Other operating expenses	(33.7)				34.4			(0.7)	—
Operating profit	97.4		101.3	1.5	26.3			10.3	236.8
Margin	11.5	%							28.0%
Finance income and (expenses), net	(32.8)							2.1	(30.7)
Share of profit (loss) of investments accounted for using the equity method	(3.2)							4.0	0.9
Profit before tax	61.4		101.3	1.5	26.3			16.4	206.9
Tax expenses	(15.5)		(22.6)	(0.5)	(6.7)		1.0	(3.4)	(47.6)
Non-controlling interests	(0.0)								(0.0)
Net profit attributable to owners of the Company	46.0		78.7	0.9	19.6		1.0	13.0	159.3
EPS (yen)	29								101
Number of shares (millions)	1,572								1,572

*1 Interest on tax charges arising from the tax assessment involving Irish taxation of the break fee Shire received from AbbVie in connection with the terminated offer to acquire Shire made by AbbVie in 2014.

A-10

Free Cash Flow

(Billion JPY)	FY2021 H1	FY2022 H1	Change versus the previous year
Net profit	183.7	166.8	(17.0)	(9.2)	%
Depreciation, amortization and impairment loss	285.1	362.1	77.0
Decrease (increase) in trade working capital	(89.2)	(159.0)	(69.8)
Income taxes paid	(78.7)	(115.4)	(36.7)
Tax refunds and interest on tax refunds received	4.8	6.2	1.4
Other	94.3	44.6	(49.7)
Net cash from operating activities	400.0	305.2	(94.8)	(23.7)	%
Adjustment forcash temporarily held by Takeda on behalf of third parties*1	(7.6)	116.8	124.5
Acquisition of PP&E	(60.6)	(71.4)	(10.8)
Proceeds from sales of PP&E	0.4	0.1	(0.3)
Acquisition of intangible assets	(25.2)	(67.6)	(42.4)
Acquisition of investments	(3.6)	(4.7)	(1.1)
Proceeds from sales and redemption of investments	10.1	18.4	8.3
Proceeds from sales of business, net of cash and cash equivalents divested	2.1	—	(2.1)
Free Cash Flow	315.6	296.9	(18.7)	(5.9)	%
*1 Adjustment refers to changes in cash balance that is temporarily held by Takeda on behalf of third parties related to vaccine operations and the trade receivables sales program.

A-11

FY2022 H1 Net Debt to Adjusted EBITDA

NET DEBT/ADJUSTED EBITDA RATIO			NET INCREASE (DECREASE) IN CASH
(Billion JPY)	FY2022 H1		(Billion JPY)	FY2021 H1	FY2022 H1	Change versus the previous year
Cash and cash equivalents*1	707.5		Net cash from operating activities	400.0	305.2	(94.8)	(23.7)	%
Book value debt on consolidated statements of financial position	(4,736.6)		Acquisition of PP&E	(60.6)	(71.4)
Hybrid bond 50% equity credit	250.0		Proceeds from sales of PP&E	0.4	0.1
FX adjustment*2	421.1		Acquisition of intangible assets	(25.2)	(67.6)
Gross debt*3	(4,065.5)		Acquisition of investments	(3.6)	(4.7)
Net cash (debt)	(3,358.0)		Proceeds from sales and redemption of investments	10.1	18.4
			Acquisition of business, net of cash and cash equivalents acquired	(27.5)	—
Net debt/Adjusted EBITDA ratio	2.6	x	Proceeds from sales of business, net of cash and cash equivalents divested	2.1	—
			Net increase (decrease) in short-term loans and commercial papers	(0.0)	—
Adjusted EBITDA	1,313.1		Repayment of long-term loans	(220.1)	(0.1)
			Proceeds from issuance of bonds	—	—
			Repayment of bonds	(220.9)	(26.8)
			Purchase of treasury shares	(2.5)	(26.9)
			Interest paid	(52.7)	(52.7)
			Dividends paid	(141.6)	(140.0)
			Others	(19.6)	(17.8)
			Net increase (decrease) in cash	(361.7)	(84.3)	277.5	(76.7)	%
*1 Includes short-term investments which mature or become due within one year from the reporting date and excludes cash temporarily held by Takeda on behalf of third parties related to vaccine operations and the trade receivables sales program.
*2 FX adjustment refers to change from month-end rate to average rate used for non-JPY debt calculation outstanding at the beginning of the period to match with adjusted EBITDA (which is calculated based on average rates). New non-JPY debt incurred and existing non-JPY debt redeemed during the reporting period are translated to JPY at relevant spot rates as of the relevant date.
*3 Bonds and loans of current and non-current liabilities. 250Bn yen reduction in debt due to 500Bn yen hybrid bond issuance in June 2019, given that the hybrid bond qualifies for 50% equity credit for leverage purposes. Includes non-cash adjustments related to debt amortization and FX impact.

A-12

FY2021 Net Debt to Adjusted EBITDA

NET DEBT/ADJUSTED EBITDA RATIO			NET INCREASE (DECREASE) IN CASH
(Billion JPY)	FY2021		(Billion JPY)	FY2020	FY2021	vs. PY
Cash and cash equivalents*1	642.2		Net cash from operating activities	1,010.9	1,123.1	112.2	11.1	%
Book value debt on consolidated statements of financial position	(4,345.4)		Acquisition of PP&E	(111.2)	(123.3)
Hybrid bond 50% equity credit	250.0		Proceeds from sales of PP&E	46.5	1.8
FX adjustment*2	219.4		Acquisition of intangible assets	(125.3)	(62.8)
Gross debt*3	(3,876.0)		Acquisition of investments	(12.6)	(8.3)
Net cash (debt)	(3,233.8)		Proceeds from sales and redemption of investments	74.6	16.9
			Acquisition of business, net of cash and cash equivalents acquired	—	(49.7)
Net debt/Adjusted EBITDA ratio	2.8	x	Proceeds from sales of business, net of cash and cash equivalents divested	530.4	28.2
			Net increase (decrease) in short-term loans and commercial papers	(149.0)	(0.0)
Adjusted EBITDA	1,168.0		Repayment of long-term loans	(792.5)	(414.1)
			Proceeds from issuance of bonds	1,179.5	249.3
			Repayment of bonds	(859.2)	(396.0)
			Purchase of treasury shares	(2.1)	(77.5)
			Interest paid	(107.3)	(108.2)
			Dividends paid	(283.4)	(283.7)
			Others	(83.1)	(41.1)
			Net increase (decrease) in cash	316.1	(145.3)	(461.4)	－
*1 Includes short-term investments which mature or become due within one year from the reporting date and excludes cash temporarily held by Takeda on behalf of third parties related to vaccine operations and the trade receivables sales program.
*2 FX adjustment refers to change from month-end rate to average rate used for non-JPY debt calculation outstanding at the beginning of the period to match with adjusted EBITDA (which is calculated based on average rates). New non-JPY debt incurred and existing non-JPY debt redeemed during the reporting period are translated to JPY at relevant spot rates as of the relevant date.
*3 Bonds and loans of current and non-current liabilities. 250Bn yen reduction in debt due to 500Bn yen hybrid bond issuance in June 2019, given that the hybrid bond qualifies for 50% equity credit for leverage purposes. Includes non-cash adjustments related to debt amortization and FX impact.

A-13

FY2022 H1 and FY2021 H1 Net Profit to Adjusted EBITDA Bridge

(Billion JPY)	FY2021 H1	FY2022 H1	Change versus the previous year
Net profit	183.7	166.8	(17.0)	(9.2)	%
Income tax expenses	100.7	53.3
Depreciation and amortization	283.6	326.1
Interest expense, net	58.9	57.5
EBITDA	627.0	603.7	(23.3)	(3.7)	%
Impairment losses	1.5	36.0
Other operating expense (income), net, excluding depreciation and amortization and other miscellaneous expenses (non-cash item)	36.8	65.4
Finance expense (income), net, excluding interest income and expense, net	(0.9)	(24.0)
Share of loss on investments accounted for under the equity method	3.5	1.4
Other adjustments:	(72.9)	55.5
Non-core expense related to COVID-19	5.5	5.6
Sales of Japan diabetes portfolio and other non-core product divestitures	(131.4)	—
Impact on profit related to fair value step up of inventory in Shire acquisition	17.8	21.9
Other costs*1	35.2	28.0
Adjusted EBITDA	595.0	737.9	142.9	24.0	%
*1 Includes adjustments for non-cash equity-based compensation expense and other one time non-cash expense.

A-14

FY2022 H1 Net Profit to Adjusted EBITDA LTM Bridge

(Billion JPY)	FY2021 Full Year (Apr-Mar)	FY2021 H1 (Apr - Sep)	FY2022 H1 (Apr - Sep)	FY2022 H1 LTM*1 (Oct-Sep)
Net profit	230.2	183.7	166.8	213.2
Income tax expenses	72.4	100.7	53.3	25.0
Depreciation and amortization	583.2	283.6	326.1	625.7
Interest expense, net	117.8	58.9	57.5	116.4
EBITDA	1,003.6	627.0	603.7	980.3
Impairment losses	54.5	1.5	36.0	89.0
Other operating expense (income), net, excluding depreciation and amortization and other miscellaneous expenses (non-cash item)	106.3	36.8	65.4	134.9
Finance expense (income), net, excluding interest income and expense, net	25.1	(0.9)	(24.0)	2.0
Share of loss on investments accounted for under the equity method	15.4	3.5	1.4	13.2
Other adjustments:	(30.2)	(72.9)	55.5	98.1
Non-core expense related to COVID-19	10.4	5.5	5.6	10.4
Sale of Japan diabetes portfolio	(144.8)	(131.4)	—	(13.4)
Impact on profit related to fair value step up of inventory in Shire acquisition	31.9	17.8	21.9	35.9
Other costs*2	72.4	35.2	28.0	65.1
Adjusted EBITDA	1,174.5	595.0	737.9	1,317.4
EBITDA from divested products*3	(6.6)			(4.3)
Adjusted EBITDA (LTM)	1,168.0			1,313.1
*1 LTM represents Last Twelve Months (October 2021 - September 2022). Calculated by subtracting FY2021 H1 from FY2021 Full Year and adding FY2022 H1.
*2 Includes adjustments for non-cash equity-based compensation expense and other one time non-cash expense.
*3 Represents adjustments for EBITDA from divested products which are removed as part of LTM Adjusted EBITDA.

A-15

FX Rates and FY2022 Currency Sensitivity

Average Exchange Rates vs. JPY				Impact of depreciation of yen from October 2022 to March 2023 on FY2022 forecast (100 million JPY)
	FY2021 Actual (Apr-Sep)	FY2022 Actual (Apr-Sep)	FY2022 Assumption (Apr-Mar)		Revenue (IFRS)	Operating Profit (IFRS)	Net Profit (IFRS)	Core Operating Profit (non-IFRS)
USD	110	131	132	1% depreciation	86.9	14.0	10.5	31.4
				1 yen depreciation	66.1	10.7	8.0	23.9
EUR	131	138	138	1% depreciation	22.0	(14.7)	(15.5)	(11.7)
				1 yen depreciation	16.0	(10.6)	(11.2)	(8.5)
RUB	1.5	2.1	2.1	1% depreciation	2.9	1.6	1.6	1.8
CNY	17.0	19.7	19.8		8.6	5.1	5.1	5.1
BRL	20.9	26.3	26.4		3.9	2.4	2.4	2.5

A-16

CAPEX, Depreciation and Amortization and Impairment Losses

(Billion JPY)	FY2021	FY2021 H1	FY2022 H1	vs. PY			FY2022 Revised Forecast (Oct 27, 2022)
Capital expenditures*1	186.0	85.8	139.0	53.2	62.0	%	260.0 to 310.0
Tangible assets	123.3	60.6	71.4	10.8	17.9	%
Intangible assets	62.8	25.2	67.6	42.4	168.3	%
*1 Cash flow base
Depreciation and amortization	579.8	281.9	324.5	42.6	15.1	%	640.0
Depreciation of tangible assets*2 (A)	132.4	65.2	71.8	6.5	10.0	%
Amortization of intangible assets (B)	447.4	216.7	252.7	36.0	16.6	%
Of which Amortization associated with products (C)	418.8	204.1	240.8	36.7	18.0	%	480.0
Of which Amortization excluding intangible assets     associated with products (D)	28.6	12.6	11.9	(0.7)	(5.6)	%
*2 Excluding depreciation from investment properties
Depreciation and amortization (excluding  intangible assets associated with products) (A)+(D)	161.0	77.8	83.7	5.8	7.5	%	160.0
Impairment losses	54.5	1.5	32.9	31.4	—	%
Impairment losses associated with products	54.1	1.5	32.8	31.4	—	%	50.0
Amortization and impairment losses on intangible assets associated with products	472.9	205.5	273.6	68.1	33.1	%	530.0

A-17

FY2022 Detailed Forecast

(BN JPY)	FY2021 Actual	FY2022 Original Forecast (May 11, 2022)	FY2022 Revised Forecast (Oct 27, 2022)	FY2022 Revised Forecast % change vs. PY
Revenue	3,569.0	3,690.0	3,930.0	10.1	%
R&D expenses	(526.1)	(570.0)	(620.0)	(17.9)	%
Amortization of intangible assets associated with products	(418.8)	(438.0)	(480.0)	(14.6)	%
Impairment losses on intangible assets associated with products	(54.1)	(50.0)	(50.0)	7.6	%
Other operating income	43.1	12.0	13.0	(69.9)	%
Other operating expenses	(159.1)	(73.0)	(100.0)	37.1	%
Operating profit	460.8	520.0	530.0	15.0	%
Finance income (expenses), net	(142.9)	(107.0)	(105.0)	26.5	%
Profit before tax	302.6	411.0	426.0	40.8	%
Net profit attributable to owners of the Company	230.1	292.0	307.0	33.4	%
Basic EPS (yen)	147	188	198	34.4	%
Core Revenue*1	3,420.5	3,690.0	3,930.0	14.9	%
Core Operating Profit*1	955.2	1,100.0	1,180.0	23.5	%
Core EPS (yen)	425	484	525	23.6	%
USD/JPY (yen)	112	119	132	18.3	%
EUR/JPY (yen)	131	133	138	5.9	%

*1 Please refer to A-1 Definition of Core Financial Measures, Constant Exchange Rate change, and Free Cash Flow, for the definition and A-20 FY2022 Full Year Reconciliation from Reported Operating Profit to Core Operating Profit Forecast, for reconciliation.

A-18

FY2022 Core Operating Profit Adjustment Items & Cash Flow Forecast

CORE OPERATING PROFIT ADJUSTMENT ITEMS
(Billion JPY)	FY2022 H1	FY2022 Revised Forecast (Oct 27, 2022)
Amortization of intangible assets associated with products	240.8	480.0
Of which Shire-acquisition related	195.3	390.0
Impairment losses on intangible assets associated with products	32.8	50.0
Other operating income	(13.5)	(13.0)
Other operating expenses	83.4	100.0
Other Core Operating Profit adjustments	26.7	33.0
Of which Shire-acquisition related to unwind of inventories step-up	21.9	25.0
Total core operating profit adjustments	370.2	650.0
CASH FLOW GUIDANCE
(Billion JPY)	FY2022 H1	FY2022 Revised Forecast (Oct 27, 2022)
Free cash flow	296.9	650.0 to 750.0
CAPEX (cash flow base)	(139.0)	(260.0) to (310.0)
Depreciation and amortization (excluding intangible assets associated with products)	(83.7)	(160.0)
Cash tax rate on adjusted EBITDA (excluding divestitures)	N/A	mid-teen %

A-19

FY2022 Reconciliation from Reported Operating Profit to Core Operating Profit Forecast

(Billion JPY)	REPORTED	REPORTED TO CORE ADJUSTMENTS				CORE
		Amortization of intangible assets	Impairment of intangible assets	Other operating income (expenses)	Others
Revenue	3,930.0					3,930.0
Cost of sales					28.0
Gross Profit					28.0
SG&A and R&D expenses					5.0
Amortization of intangible assets associated with products	(480.0)	480.0				—
Impairment losses on intangible assets associated with products	(50.0)		50.0			—
Other operating income	13.0			(13.0)		—
Other operating expenses	(100.0)			100.0		—
Operating profit	530.0	480.0	50.0	87.0	33.0	1,180.0

A-20

Important Notice

For the purposes of this notice, “report” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company Limited (“Takeda”) regarding this report. This report (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares or other securities are being offered to the public by means of this report. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. This report is being given (together with any further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of any investment, acquisition, disposal or any other transaction). Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The companies in which Takeda directly and indirectly owns investments are separate entities. In this report, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

The product names appearing in this document are trademarks or registered trademarks owned by Takeda, or their respective owners.

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This report and any materials distributed in connection with this report may contain forward-looking statements, beliefs or opinions regarding Takeda’s future business, future position and results of operations, including estimates, forecasts, targets and plans for Takeda. Without limitation, forward-looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “ensures”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects” or similar expressions or the negative thereof. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those expressed or implied by the forward-looking statements: the economic circumstances surrounding Takeda’s global business, including general economic conditions in Japan and the United States; competitive pressures and developments; changes to applicable laws and regulations, including global health care reforms; challenges inherent in new product development, including uncertainty of clinical success and decisions of regulatory authorities and the timing thereof; uncertainty of commercial success for new and existing products; manufacturing difficulties or delays; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the impact of health crises, like the novel coronavirus pandemic, on Takeda and its customers and suppliers, including foreign governments in countries in which Takeda operates, or on other facets of its business; the timing and impact of post-merger integration efforts with acquired companies; the ability to divest assets that are not core to Takeda’s operations and the timing of any such divestment(s); the extent to which our internal energy conservation measures and future advancements in renewable energy or low carbon energy technology will enable us to reduce our greenhouse gas emissions; and other factors identified in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S. Securities and Exchange Commission, available on Takeda’s website at: https://www.takeda.com/investors/sec-filings/ or at www.sec.gov. Takeda does not undertake to update any of the forward-looking statements contained in this report or any other forward-looking statements it may make, except as required by law or stock exchange rule. Past performance is not an indicator of future results and the results or statements of Takeda in this report may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takeda’s future results.

A-21

Financial Information and Certain Non-IFRS Financial Measures

Takeda’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”).

This report and materials distributed in connection with this report include certain financial measures not presented in accordance with IFRS, such as Core Revenue, Core Operating Profit, Core Net Profit, Core EPS, Constant Exchange Rate (“CER”) change, Net Debt, EBITDA, Adjusted EBITDA and Free Cash Flow. Takeda’s management evaluates results and makes operating and investment decisions using both IFRS and non-IFRS measures included in this presentation. These non-IFRS measures exclude certain income, cost and cash flow items which are included in, or are calculated differently from, the most closely comparable measures presented in accordance with IFRS. By including these non-IFRS measures, management intends to provide investors with additional information to further analyze Takeda’s performance and core results, including when controlling for the effect of fluctuations in exchange rates. Takeda’s non-IFRS measures are not prepared in accordance with IFRS and such non-IFRS measures should be considered a supplement to, and not a substitute for, measures prepared in accordance with IFRS (which we sometimes refer to as “reported” measures). Investors are encouraged to review the definitions and reconciliations of non-IFRS financial measures to their most directly comparable IFRS measures.

Medical information

This report contains information about products that may not be available in all countries, or may be available under different trademarks, for different indications, in different dosages, or in different strengths. Nothing contained herein should be considered a solicitation, promotion or advertisement for any prescription drugs including the ones under development.

A-22