<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K405

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2001

                                      OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from ____________ to __________

                          Commission file number 1-2516

                              PHARMACIA CORPORATION
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                            <C>
              Delaware                                           43-0420020
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                            Identification No.)
</TABLE>

                 100 Route 206 North, Peapack, New Jersey 07977
               (Address of principal executive offices) (Zip Code)

<TABLE>
<S>                                                            <C>
   Registrant's telephone number,
         including area code                                    888/768-5501
</TABLE>

           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
  <S>                                     <C>
    Common Stock (par value $2.00)                  New York Stock Exchange
  Rights to Purchase Preferred Stock                New York Stock Exchange
           (Title of class)               (Name of each exchange on which registered)
</TABLE>

           Securities registered pursuant to Section 12(g) of the Act:
                                      None.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The registrant estimates the aggregate market value of the voting stock held by
non-affiliates of the registrant (based upon the NYSE -- Composite Transactions
closing price on February 28, 2002 as reported in The Wall Street Journal and
treating all executive officers and directors of the Company and all beneficial
owners of 5% or more of the Registrant's voting stock as affiliates) was
approximately $52 billion.

The number of shares of Common Stock, $2.00 par value, outstanding as of
February 28, 2002 is 1,297,258,928 shares.



                              Page -1- of 23
              The exhibit index is set forth on page 19




<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2002 Proxy Statement are incorporated into Part III of this
Report.

Portions of the 2001 Annual Report to shareholders are incorporated into Parts
I, II and IV of this Report.

                           FORWARD-LOOKING INFORMATION

Certain statements contained in this Report, as well as in other documents
incorporating by reference all or part of this Report, are "forward-looking
statements" provided under the "safe harbor" protection of the Private
Securities Litigation Reform Act of 1995. These statements are made to enable a
better understanding of the Company's business, but because these
forward-looking statements are subject to many risks, uncertainties, future
developments and changes over time, actual results may differ materially from
those expressed or implied by such forward-looking statements. Examples of
forward-looking statements are statements about anticipated financial or
operating results, financial projections, business prospects, future product
performance, future research and development results, anticipated regulatory
filings and approvals, and other matters that are not historical facts. Such
statements often include words such as: "believes", "expects", "anticipates",
"intends", "plans", "estimates", or similar expressions.

These forward-looking statements are based on the information that was currently
available to the Company, and the expectations and assumptions that were deemed
reasonable by the Company, at the time when the statements were made. The
Company does not undertake any obligation to update any forward-looking
statements in this Report or in any other communications of the Company, whether
as a result of new information, future events, changed assumptions or otherwise,
and all such forward-looking statements should be read as of the time when the
statements were made, and with the recognition that these forward-looking
statements may not be complete or accurate at a later date.

Many factors may cause or contribute to actual results or events being
materially different from those expressed or implied by such forward-looking
statements. Although it is not possible to predict or identify all such factors,
they may include the following factors discussed below:

Competition for our products: Competitive effects from current and new products,
including generic products, sold by other companies; competition and loss of
patent protection could lead to significant loss of sales.

Pharmaceutical pricing: Price constraints and other restrictions on the
marketing of products imposed by governmental agencies or by managed care
groups, institutions and other purchasing agencies result in lower prices for
the Company's products.

Product discovery and approval: Company's ability to discover and license new
compounds, develop product candidates, obtain regulatory approvals and market
new products is risky and uncertain.

Product recalls or withdrawals: Efficacy or safety concerns raised in the
scientific literature, increase in trends of adverse events in the marketplace,
and/or manufacturing quality issues with respect to our products could lead to
product recalls, withdrawals or declining sales.

Manufacturing facilities: Failure to comply with Current Good Manufacturing
Practices and other applicable regulations and quality assurance guidelines;
could lead to temporary manufacturing shutdowns, product shortages and delays in
product manufacturing.

Restrictions on marketing: Restrictions on promotion in patient populations as a
result of United States Food and Drug Administration (FDA) warning letters on
promotional materials could affect sales of the Company's products and could
lead to holds on current and future New Drug Applications and supplements filed
with the FDA.

Legal Claims: The Company's ability to secure and defend its intellectual
property rights; the Company's involvement in numerous lawsuits including
product liability claims, antitrust litigation, environmental concerns, and
commercial disputes, any of which could affect the Company's profits or ability
to sell and market its products. In addition, in connection with the separation
of the agricultural business from the pharmaceutical business on September 1,
2000, Monsanto assumed, and agreed to indemnify the Company for, any liabilities
primarily related to the Company's former agricultural or chemical businesses,
including any




                                       2





<PAGE>



liabilities that Solutia had assumed from Pharmacia in connection with the
spin-off of Solutia on September 1, 1997, to the extent that Solutia fails to
pay, perform or discharge those liabilities. This includes among other things,
litigation and environmental liabilities that were assumed by Solutia.

Employees: The Company's ability to attract and retain management and other key
employees.

External pressures: Social, legal, political and governmental developments,
especially those relating to healthcare reform, pharmaceutical pricing and
reimbursement, patent privacy, tax laws and agricultural biotechnology;
seasonal and weather conditions affecting agricultural markets.

Economic conditions: Changes in foreign currency exchange rates or in general
economic or business conditions including inflation and interest rates.

Business combinations: Acquisitions, divestitures, mergers, restructurings or
strategic initiatives that change the Company's structure; business combinations
among the Company's competitors and major customers could affect our competitive
position.

Accounting policies and estimates: Changes to accounting standards or generally
accepted accounting principles, which may require adjustments to financial
statements and may affect future results.

Other: Such other factors that may be described elsewhere in this Report or in
other Company filings with the U.S. Securities and Exchange Commission.

                                     PART I

Item 1. Business

                                CORPORATE HISTORY

         Pharmacia Corporation (the "Company", which may be referred to as
"Pharmacia", "we", "us" or "our"), a Delaware corporation, was created through
the merger (the "Merger") of Monsanto Company ("former Monsanto") and Pharmacia
& Upjohn, Inc. ("P&U") on March 31, 2000. In the Merger, former Monsanto was
renamed Pharmacia Corporation and is the public company, while P&U became a
subsidiary of Pharmacia. However, the corporate structure has no material effect
on the operation of the Company's business. References to the Company or
Pharmacia prior to March 31, 2000 refer to former Monsanto.

         After the Merger, the agricultural operations of former Monsanto were
transferred to a newly created subsidiary of Pharmacia. The subsidiary was named
Monsanto Company ("Monsanto") in order to facilitate recognition of the
continuing business by the Company's agricultural customers. On October 23,
2000, 14.74% of the shares of Monsanto were sold to the public in an initial
public offering and listed on the New York Stock Exchange.

         At the completion of the initial public offering, the Company continued
to own approximately 85 percent of Monsanto. Since that time, Monsanto has been
operated as a separate business. On November 28, 2001, Pharmacia announced a
plan to spin-off its shares of Monsanto stock. The spin-off would allow both
Pharmacia and Monsanto to devote management time and efforts to the core
strategies of each business. Under the plan, Pharmacia plans to distribute
its entire ownership of Monsanto stock to its shareholders by means of a
tax-free dividend during the fourth quarter of 2002. As a result, Monsanto
has been reclassified as discontinued operations in the consolidated financial
statements and notes of Pharmacia and is referred to in this report as
"Discontinued Operations". Results reported by Monsanto to its shareholders
are on a stand-alone basis. See the discussion of Discontinued Operations, on
page 42 of our 2001 Annual Report, and in Note 6 to our financial statements,
Discontinued Operations, on pages 58 through 60 in our 2001 Annual Report.
That discussion is incorporated by reference. Our 2001 Annual Report is filed
as Exhibit 13 hereto.




                                       3





<PAGE>


                              SEGMENT DESCRIPTION

         The Company's core business is the development, manufacturing and sale
of pharmaceutical products. Prescription pharmaceuticals is the Company's only
reportable segment and includes general therapeutics, ophthalmology and hospital
products, including oncology and diversified therapeutics. The Company also
operates several business units that do not constitute reportable business
segments. These operating units include, among others, consumer health care,
animal health, diagnostics and contract manufacturing and bulk pharmaceutical
chemicals. Due to the size of these operating units, they have been grouped into
the Other Pharmaceuticals category.

         Comparative segment sales and the percentage change in sales and sales
by business segment for 2001, 2000 and 1999 are given in the table entitled
Sales by Segment on page 31 of the Company's 2001 Annual Report. A comparison of
the sales and percentage change in sales of our major products for 2001, 2000
and 1999 are given in the table entitled Sales of Top Products on page 32 of the
Company's 2001 Annual Report. The information from those sections of our Annual
Report is considered to be incorporated by reference in this 2001 Form 10-K
report.

         All product names, indicated in CAPS throughout this document, are
trademarks owned by, or licensed to, the Company, except that AMBIEN is a
registered trademark of Sanofi-Synthelabo, Inc.; CAMPTOSAR is a registered
trademark of Yakult Honsha Co., Ltd.; and Vioxx is a registered trademark of
Merck & Co.

Prescription Pharmaceuticals

         The Company's leading prescription products, include CELEBREX,
XALATAN, GENOTROPIN, CAMPTOSAR, DETROL / DETROL LA and ZYVOX.

         CELEBREX, is the first cyclooxygenase-2 (COX-2) specific inhibitor, a
nonsteroidal anti-inflammatory drug, is the world's top selling prescription
arthritis medication. CELEBREX is used for the treatment of osteoarthritis,
adult rheumatoid arthritis, acute pain and primary dysmenorrhea. CELEBREX is now
available in over 70 countries. CELEBREX is co-promoted (or, where required by
law, co-marketed) by Pfizer, Inc. in the U.S. and Europe, and will be
co-promoted by Yamanouchi when approved in Japan. The principal competitor to
CELEBREX is Vioxx, another COX-2 specific inhibitor, sold by Merck & Co., which
competes by claiming faster onset. In 2001, the United States Food and Drug
Administration (FDA) issued an approval letter for revised labeling for CELEBREX
in response to a supplemental New Drug Application (NDA) seeking labeling
changes based on a study comparing CELEBREX to other nonsteriodal
anti-inflammatory drugs. In 2001, the FDA issued a "Not Approvable" letter for
parecoxib sodium, the first injectable COX-2 specific inhibitor. During 2002,
parecoxib will be launched in the EU and other countries under the name
DYNASTAT. On November 16, 2001, the FDA approved valdecoxib, an oral,
second-generation COX-2 specific inhibitor, for use in the treatment of the
signs and symptoms of osteoarthritis and adult rheumatoid arthritis, as well as
primary dysmenorrhea. Valdecoxib will be launched in the United States in the
first half of 2002 and will be marketed in the United States under the trade
name BEXTRA. Approval of BEXTRA for acute pain is being sought. In 2001, the
Company entered into an agreement with Celltech Group plc for the development
and promotion of Celltech's proprietary compound CDP 870. CDP 870 belongs to a
new therapeutic class of medicines that show promise in certain autoimmune and
inflammatory diseases. CDP 870 is being developed as a new treatment for
rheumatoid arthritis and Crohn's disease.

         XALATAN, the world's number one branded intraocular pressure (IOP)
lowering agent, is used in the treatment of open-angle glaucoma and ocular
hypertension in patients insufficiently controlled on other medications. During
2001, XALACOM a fixed combination of XALATAN and the beta-blocker timolol, was
approved in Sweden and the EU, where it is marketed under the name XALACOM. The
Company continues to seek approval of XALCOM in the United States after
receiving a third approvable letter from the FDA. XALCOM provides a greater
reduction in intraocular pressure.

         GENOTROPIN, a leading recombinant human growth hormone, is used to
treat adults with growth hormone deficiency and to treat growth failure in
children with growth hormone deficiency. In 2000, GENOTROPIN was also approved
for the




                                       4





<PAGE>


treatment of growth failure in children with Prader-Willi Syndrome (PWS), and in
2001 it was approved for use with children who were born small for gestational
age (SGA) who have not caught up in growth by age two. GENOTROPIN has been
granted orphan drug status by the FDA for both PWS and SGA. Adding to the
Company's endocrine treatment business, in early 2001, the Company completed its
acquisition of Sensus Drug Development Corporation, which has filed a New Drug
Application with the FDA for pegvisomant, a growth hormone receptor antagonist.
Pegvisomant is being reviewed for the treatment of acromegaly, a
life-threatening disorder caused by overproduction of growth hormone. In 2001,
FDA issued an approvable letter for pegvisomant as a second-line therapy. In
1997, pegvisomant was granted orphan drug status by the FDA.

         CAMPTOSAR, a first-line therapy in metastatic colorectal cancer, is the
leading treatment for colorectal cancer in the U.S. The product was in-licensed
from Yakult Honsha Co. for marketing in the U.S. In addition to CAMPTOSAR, the
Company markets several other oncology drugs. PHARMORUBICIN is one of the most
commonly used treatments for breast cancer in Europe, and is marketed under the
trade name ELLENCE in the U.S. for the adjuvant treatment of patients with
breast cancer. AROMASIN, an oral hormonal drug that blocks the production of
estrogen, was launched during 2000 in the U.S. and in key markets in Europe and
Latin America as a second-line breast cancer treatment. The Company's
subsidiary, Sugen, Inc., has developed proprietary technology platforms to
identify small molecule drugs that target specific cellular signal transduction
pathways and may have oncological or other therapeutic uses. Pharmacia announced
on February 8, 2002 that it was closing its SU5416 clinical trial program in
colorectal cancer. Sugen continues to explore growth factor receptor targets and
anti-angiogenic therapy for the treatment of cancer.

         DETROL/DETRUSITOL is the world's leading branded therapy for overactive
bladder. DETROL LA, a once-daily therapy for the treatment of overactive
bladder, was launched in the U.S. in January 2001, and received initial European
Union approval in Sweden, where it will be marketed as DETRUSITOL SR.

         ZYVOX, launched in the U.S. in 2000, in the U.K. in early 2001, and
throughout Europe later in 2001, is indicated for the treatment of patients with
severe gram-positive infections. ZYVOX is the lead compound in the oxazolidinone
class of antibiotics, the first of a completely new class of antibiotics to be
introduced in more than 30 years. ZYVOX augments the Company's existing line of
antibiotics, including the CLEOCIN/DALACIN line.

         AMBIEN, the leading short-term treatment for insomnia in the U.S., was
in-licensed from Sanofi-Synthelabo under terms that allow Sanofi-Synthelabo to
reacquire all rights to the product in April 2002. Commencing January 1, 2002,
Sanofi-Synthelabo assumed sales and marketing responsibility for AMBIEN. The
Company will retain its 51 percent interest in AMBIEN until April 16, 2002, at
which time the Company is obligated to transfer the rights to AMBIEN to
Sanofi-Synthelabo. In connection with the sale of the Company's interest to
Sanofi-Synthelabo, the Company will receive a one-time payment of approximately
$670 million.

         The FDA recently accepted an NDA for EPLERENONE for the treatment of
hypertension. EPLERENONE is being developed as a once-daily therapy designed
to specifically block the effects of the hormone aldosterone. Aldosterone is a
key component within the RAAS (renin angiotensin aldosterone system) and plays a
significant role in the body's regulation of the cardiovascular system. The
Company anticipates filing a supplemental NDA for the treatment of congestive
heart failure late in 2003.

Other Pharmaceuticals

Consumer Health Care

         The consumer health care business consists of self-medication products
that are available to consumers over-the-counter without a prescription,
including the NICORETTE line of products to treat tobacco dependency, and
ROGAINE (REGAINE outside the U.S.) products for the treatment of hereditary hair
loss.

         During the third quarter of 2001, the Company announced the acquisition
of the Luden's throat drop product and certain related assets from Hershey Foods
Corporation. The acquisition included manufacturing equipment and other assets.

Animal Health

         The animal health business produces and markets both pharmaceuticals
and feed additives for livestock and pets, including NAXCEL/EXCENEL, an
antibiotic used to treat a variety of infections, and LINOCOMIX/LINCO-SPECTIN,
an antibiotic used to treat swine and poultry infections.

Diagnostics and Contract Manufacturing

         The diagnostics business is the world leader in the sale of in vitro
allergy diagnostic equipment.




                                      5





<PAGE>


Bulk Pharmaceutical Chemicals

         The pharmaceutical commercial services business develops, manufactures
and markets certain bulk pharmaceutical chemicals and selected specialty
chemicals to third parties.

Biotechnology Investments

         The Company's biotechnology investments include the Company's 45%
ownership of Amersham Biosciences, one of the world's leading suppliers of
biotechnology equipment and supplies for life science research, and the
Company's 41% ownership of Biacore International AB, which develops,
manufactures and markets advanced scientific instruments employing
affinity-based biosensor technology.

         During 2001, the Company exited the plasma business. This was
accomplished through the contribution of the plasma operations Biovitrum AB in
which the Company retains a minority interest.

Discontinued Operations

         The agriculture business conducted by Monsanto consists of two
principal business units: agricultural productivity and seeds and genomics.
Monsanto is currently reported as discontinued operations. The Company has
announced its intention to completely divest itself of Monsanto during the
fourth quarter of 2002.


Agricultural Productivity

         The Agricultural Productivity unit consists of crop protection
products, animal agriculture and the environmental technologies business lines.
Monsanto's leading crop protection product is the ROUNDUP brand family of
herbicides. The U.S. patent on glyphosate, the active ingredient in ROUNDUP
herbicide, expired in September of 2000. To meet increased competition from
generic and other branded glyphosate products, Monsanto selectively reduced
prices for glyphosate products to encourage new uses and increase sales volumes.
Sales of glyphosate products will be affected by the extent conservation tillage
is used and the number of acres planted with products with ROUNDUP READY traits.
Monsanto also markets selective chemistry products, including HARNESS, a corn
herbicide, and a new wheat herbicide.

         Animal agriculture includes the POSILAC brand of bovine somatotropin,
which is an injectable protein-based productivity enhancer for lactating dairy
cows, and DEKALB Swine, which supplies premium genetics to the pork industry.
The environmental technologies business provides engineering and construction
management services for processing plants using sulfuric acid and designs air
pollution control systems.

Seed and Genomics

         The Seeds and Genomics unit is comprised of the global seeds and
related trait businesses and genetic technology platforms. The Company breeds,
grows and sells both conventional seeds, particularly corn, soybeans, wheat,
canola and sunflowers, and seeds with biotechnology traits, including ROUNDUP
READY soybeans, cotton, canola and corn; YIELDGARD insect-protected corn; and
BOLLGARD and ROUNDUP READY traits in cotton.

                            RESEARCH AND DEVELOPMENT

         The Company's pharmaceutical R&D efforts focus on discovering or
licensing and developing new innovative pharmaceuticals offering high
therapeutic benefits in areas where the Company believes it can establish a
leading global position.

         The Company's total expenses for research and development in all
pharmaceutical businesses were: $2.3 billion in 2001; $2.2 billion in 2000; and
$2.1 billion in 1999.

         Expenses for research and development related to Discontinued
Operations were: $560 million in 2001; $588 million in 2000; and $695 million in
1999.



                                       6





<PAGE>


                                   COMPETITION

         The pharmaceutical industry is highly competitive. The Company's
principal pharmaceutical competitors consist of major international corporations
with substantial resources. Other competitors include smaller research companies
and generic drug manufacturers. A drug may be subject to competition from
alternative therapies during the period of patent protection and thereafter it
will be subject to further competition from generic products. Generic
competitors do not have to bear the same level of R&D and other expenses
associated with bringing a new branded product to market. As a result, they can
charge much less for a competing version of the Company's product. Managed care
organizations typically favor generics over brand name drugs, and governments
encourage, or under some circumstances mandate, the use of generic products,
thereby reducing the sales of branded products that are no longer patent
protected. The Company is also subject to competition from over-the-counter
products.

         The Company's competitive position depends, in part, upon its
continuing ability to discover, acquire and develop innovative, cost-effective
new products, as well as new indications and product improvements protected by
patents and other intellectual property rights. The Company also competes on the
basis of price and product differentiation and through its pharmaceutical sales
and marketing organization that provides information to medical professionals
and launches new products.

         Other Companies manufacture and sell one or more products in
competition with our consumer products. The Company competes through high
product quality, brand identity, advertising and promotion, among other factors.

         The global markets for Monsanto's agricultural products are highly
competitive. Monsanto expects competition to intensify as the result of
continuing industry consolidation, the expiration in 2001 of their patent for
glyphosate herbicide in the United States, and continued expenditures by its
competitors on the development and commercialization of biotechnology traits.
Competitive success in crop protection products is dependent upon price, product
performance, the quality of solutions offered to growers, market coverage, and
the quality of service to distributors and growers. Monanto has between five and
ten major global competitors in agricultural chemical markets. Monsanto is a
primary supplier of glyphosate to many of the largest competitors. Significant
competition for ROUNDUP and other glyphosate herbicides comes from glyphosate
producers in China that sell to both local and export markets.

         Within the seeds business there are relatively few global competitors;
however, Monsanto competes with hundreds of local and regional companies, to
many of which supply base germplasm and/or access to our biotechnology traits.
In certain countries they also compete with government-owned seed companies, and
may also compete with saved seed practices of growers. Product performance (in
particular, crop yield), customer service, intellectual property and price are
important determinants of market success, a well as, strong distributor and
grower relationships.

         Monsanto's traits compete directly with agricultural chemicals as well
as with traits developed by other companies. Competition for the discovery of
new agricultural traits based on biotechnology and/or genomics is likely to come
from major global agrichemical companies, and also from academic researchers,
biotechnology boutiques and numerous firms that are investigating gene function
with principal focus on human applications. The primary factors underlying the
competitive success of traits are performance and commercial viability,
timeliness of introduction, value, governmental approvals, public acceptance,
and environmental impact.

                              GOVERNMENT REGULATION

         The pharmaceutical industry is subject globally to significant
regulation by state, local and national and international government agencies.
In the U.S., the FDA regulates the testing, safety, approval, manufacturing,
labeling, marketing and promotion of our products including prescription
products, consumer products and medical devices. The FDA also has the
authority to recall products and impose significant penalties for
violations of these laws.

         The U.S. Congress is considering several major proposals that could
affect the current pricing structure for our products. Key initiatives in the
legislative arena which could materially affect our business include Medicare
reform to expand prescription drug coverage, reforms to the patent laws to allow
more competition by generic manufacturers, possible reimportation of drugs from
other countries, and possible reforms to the reimbursement system for drugs
currently covered by



                                       7





<PAGE>


Medicare.

         Under the current law, the Company must provide rebates to state
Medicaid agencies for prescriptions reimbursed by Medicaid in order to allow the
states the benefit of the lowest price at which the Company sold the product. In
the past few years, several states have adopted programs to reduce the drug
component of the state's health costs by increasing the amount of the rebate
required by federal law, and through various programs including imposing
constraints on patient's ability to obtain higher cost branded pharmaceutical
products without obtaining prior authorization by the physician. While the
industry is currently challenging certain aspects of these programs, the
programs could decrease or restrict the usage of the Company's products.
Similarly, supplemental rebates could lead to significantly lower reimbursement
for our products and potentially lower drug utilization.

         Outside the U.S., the pharmaceutical industry is also heavily regulated
and subject to similar regulatory and legislative issues. The EU has a central
approval process for all member states governed by the European Medicines
Evaluation Agency. Because the legislative and regulatory environment continues
to evolve in the U.S. and abroad, it is difficult to predict the impact on the
Company.

         The Company is also subject to the jurisdiction of several other
agencies including the U.S. Department of Justice and the Office of Inspector
General, which have the ability to impose civil and criminal sanctions. Among
other things, these agencies have jurisdiction over antitrust and anti-kickback
laws that impose additional regulation on the pharmaceutical industry.

                                    EMPLOYEES

         The Company has approximately 45,000 employees worldwide, with
an additional approximately 14,600 supporting Monsanto. The number of
employees is continually changing based on realignment of operations and
workforce needs.

         The Company believes that it has good relations with its employees.
Employees at several non-U.S. locations are represented either by freely elected
unions or by legally mandated workers' councils or similar organizations.


                     CUSTOMERS AND DISTRIBUTION OF PRODUCTS

         The Company's products are sold throughout the world to a wide range of
customers including pharmacies, hospitals, chain warehouses, governments,
physicians, wholesalers and other distributors. Although the majority of the
Company's customers contribute individually immaterial amounts of sales volume,
two U.S. wholesalers individually constitute more than 10 percent of the
Company's total sales.

         Monsanto sells to a variety of customers in the agricultural industry,
including individual growers, seed companies, distributors, independent
retailers and agricultural cooperatives, as well as other major agricultural
chemical producers. While no single customer represents more than 10% of
Monsanto's consolidated revenues, its three largest U.S. agricultural
distributors represented, in aggregate, approximately 18% of its worldwide net
sales in 2001, and over one-third of its net sales in the U.S.


                         SEASONALITY AND WORKING CAPITAL

         Sales of pharmaceutical products are not materially affected by
seasonality or fluctuations in working capital.

         Sales of the Monsanto's products fluctuate based on the local planting
and growing seasons. North America, the largest market, records substantially
all of its sales in the first half of the year, while South America, a much
smaller market, records substantially all of its sales in the second half of the
year. Consistent with industry practice, Monsanto regularly extend credit to
customers to enable them to acquire agricultural chemicals and seeds at the
beginning of the growing season, which requires Monsanto to borrow funds to
finance accounts receivable and inventories. Short-term debt is the primary
source to fund Monsanto's working capital.




                                       8





<PAGE>



                       RAW MATERIALS AND ENERGY RESOURCES

         The Company and Monsanto are significant purchasers of a variety of
basic and intermediate raw materials. The Company and its Monsanto are not
dependent on any one supplier for raw materials or energy requirements, but
certain important raw materials are obtained from a few major suppliers.
However, additional capacity exists for all major raw materials either from
different suppliers or from alternate manufacturing locations.

         Monsanto purchases all of its North American supply of elemental
phosphorus from a joint venture owned 99% by the Monsanto. Alternate sources of
elemental phosphorus are available from other suppliers based in the United
States, the Netherlands and China.

                             PATENTS AND TRADEMARKS

         The Company believes that the patents, trademarks and other
intellectual property owned or licensed by the Company, taken as a whole, are
material to its business.

         The Company's major pharmaceutical products are protected by patents
with substantial remaining life. CELEBREX is protected by a U.S. patent until
2013; XALATAN until 2011; CAMPTOSAR until 2007; DETROL until 2012; ZYVOX until
2014; and BEXTRA until 2015. The U.S. patent on AMBIEN expires in 2006, but the
Company will lose marketing rights to the product in April 2002. GENOTROPIN is
no longer protected by a compound patent, but the Company has patented
proprietary delivery devices.

         Monsanto's insect resistant seed traits (including YIELDGARD trait in
corn seed and BOLLGARD trait in cotton seed) are protected by U.S. patents until
2013. The Company's herbicide resistant seed traits (ROUNDUP Ready traits in
cotton seed, corn seed, canola seed and soybean seed) are protected by U.S.
patents until 2014. The gene transformation technology used for ROUNDUP READY
soybean, corn, canola and cotton products is protected by U.S. patents until
2007.

         See the discussion in Item 3 "Legal Proceedings" below for a
description of litigation relating to the patents for the Company's and
Monsanto's products.

                            INTERNATIONAL OPERATIONS

         The Company's operations outside the United States are conducted
primarily through subsidiaries. International sales in 2001 amounted to 42% of
the Company's total worldwide sales, including Discontinued Operations.

         For a geographic breakdown of sales and long-lived assets, see the
tables in Note 20 to our financial statements, Segment Information, on page 67
of our 2001 Annual Report filed as Exhibit 13 hereto. That information is
incorporated by reference.

         The Company's international operations are subject to a number of risks
and uncertainties, such as: local economic and business conditions; fluctuations
in currency values and foreign exchange rates; exchange control regulations;
import and trade restrictions, including embargoes; governmental instability;
legislative and regulatory controls on pricing of products; and other
potentially detrimental domestic and foreign governmental practices or policies
affecting U.S. companies doing business abroad.

         For a more detailed discussion of the risks relating to the effects of
changes in foreign-currency exchange rates and interest rates and the way we
monitor and manage these risks as an integral part of our overall risk-
management program, please see Note 8 to our financial statements, Derivative
Instruments and Hedging Activities, on pages 59 and 60 in our 2001 Annual Report
filed as Exhibit 13 hereto. That discussion is incorporated by reference.





                                       9





<PAGE>


                              ENVIRONMENTAL MATTERS

         The Company is subject to extensive environmental legislation and
regulation, requiring substantial environmental compliance costs, including
capital expenditures related to future production. Projects related to the
prevention, mitigation and elimination of environmental effects are implemented
worldwide.

         Since several capital projects are undertaken for both environmental
control and other business purposes, such as production process improvements, it
is difficult to estimate the specific capital expenditures for environmental
control. However, estimated capital expenditures for environmental protection in
2001 in the pharmaceutical segment were $15.9 million and are estimated to be
approximately $26.5 million in 2002. Operating expenses for compliance with
environmental protection laws and regulations in 2001 are estimated to have been
in excess of $1.4 million. Management estimates that such operating expenses
will be in excess of $1.6 million in each of years 2002 and 2003.

         With regard to the Company's discontinued industrial chemical facility
in North Haven, Connecticut, the Company will be required to submit a
corrective measures study report to the U.S. Environmental Protection Agency
("EPA"). It is reasonably possible that a material increase in accrued
liabilities will be required. It is not possible, however, to estimate a range
of potential losses at this time. Accordingly, it is not possible to determine
what, if any, additional exposure exists at this time.

         Under the terms of the Separation Agreement between the Company and
Monsanto, Monsanto is responsible for remediation liabilities at existing and
former manufacturing locations and certain off-site disposal and formulation
facilities primarily related to the agricultural business or former chemical
businesses. This includes, but is not limited to environmental liabilities that
Solutia, Inc., the former chemical business of Pharmacia assumed from Pharmacia
in connection with its spinoff on September 1, 1997, to the extent that Solutia
fails to pay, perform or discharge those facilities.

Item 2. Properties

         The Company's pharmaceutical businesses operate through a number of
offices, research laboratories and production facilities throughout the world
with principal locations in Kalamazoo, Michigan; Skokie, Illinois; St. Louis,
Missouri; South San Francisco, California; Stockholm and Helsingborg, Sweden;
Milan, Italy; Puurs, Belgium; Japan and Puerto Rico.

         The Discontinued Operations operate through a number of offices,
research laboratories and production facilities throughout the world with
principal locations in St. Louis County, Missouri; Alvin, Texas; Antwerp,
Belgium; Augusta, Georgia; Fayetteville, North Carolina; Luling, Louisiana;
Muscatine, Iowa; Rock Springs, Wyoming; Sao dos Campos, Brazil; Soda Springs,
Idaho; Texas City, Texas; Zarate, Argentina and Camacari, Brazil.

         The Company's pharmaceutical headquarters is located in Peapack, New
Jersey and the headquarters for the Discontinued Operations is located in St.
Louis, Missouri. The Company believes its properties to be adequately maintained
and suitable for their intended use. The facilities generally have sufficient
capacity for existing needs and expected near-term growth and expansion projects
are undertaken as necessary to meet future needs. Note 11 to the Company's
financial statements, Properties, Net, on page 61 in our 2001 Annual Report
filed as Exhibit 13 hereto, which discloses amounts invested in land, buildings
and equipment, is incorporated by reference.

Item 3. Legal Proceedings

         Pursuant to the Separation Agreement between Pharmacia and Monsanto
("Separation Agreement"), Monsanto assumed and agreed to indemnify Pharmacia for
liabilities related to the agricultural business. In addition, in the
proceedings where the Company is the defendant, Monsanto will indemnify the
Company for costs, expenses and any judgments or settlements; and in the
proceedings where the Company is the plaintiff, Monsanto will pay the fees and
costs of, and receive any benefits from, the litigation. Therefore, Pharmacia
may remain the named party in certain legal proceedings, but Monsanto will
manage the litigation including indemnifying Pharmacia for costs, expenses and
any judgments or settlements.

         In connection with the spin-off of Solutia Inc. on
September 1, 1997, Solutia assumed from Pharmacia liabilities related to the
chemical businesses. As a result, Pharmacia remains the named defendant in
certain legal proceedings but Solutia manages the litigation and pays all
costs, expenses and any judgements or settlements.




                                       10





<PAGE>


Monsanto has assumed, and agreed to indemnify Pharmacia for, any liabilities
primarily related to Pharmacia's former chemical businesses, including any
liabilities that Solutia Inc. has assumed from Pharmacia in connection with the
spin, to the extent Solutia fails to pay, perform or discharge these
liabilities. This indemnification obligation applies to litigation,
environmental and other liabilities assumed by Solutia, which are not discussed
herein. For example, pursuant to the Distribution Agreement entered into in
connection with the spin-off (the "Distribution Agreement"), Solutia assumed
responsibility for litigation currently pending in state and federal court in
Alabama brought by several thousand plaintiffs, alleging property damage,
anxiety and emotional distress and personal injury arising from exposure to
polychlorinated biphenyls (PCBs), which were discharged from an Anniston,
Alabama plant site that was formerly owned by Pharmacia and that was transferred
to Solutia as part of the spin-off. Pursuant to the terms of the Distribution
Agreement, Solutia is required to indemnify Pharmacia for liabilities that
Pharmacia incurs in connection with this litigation. Pursuant to the terms of
the Separation Agreement, Monsanto would be required to indemnify Pharmacia in
the event that Solutia failed to pay or discharge such liabilities or to
indemnify Pharmacia therefor.

         On June 7, 2001, the Company, along with Pfizer, Inc. and Merck, was
named in a purported class action complaint in United States District Court in
Brooklyn, New York, styled Cain & Watkins v. Pharmacia, et al., alleging
cardiovascular safety issues associated with Vioxx and CELEBREX. Plaintiffs
filed an amended complaint on August 1, 2001, alleging, among other things, that
the named plaintiffs have suffered "cardiac illness". The suit claims that the
millions of patients in the U.S. who took Vioxx and CELEBREX are entitled to a
refund for all amounts paid for the purchase of these drugs, their medical
expenses and attorneys' fees. The complaint also makes numerous claims for
injunctive and equitable relief, including emergency notice to class members,
revised labeling and a court-ordered and supervised medical monitoring program
funded by defendants. On September 21, 2001, the Company filed an Answer and a
Motion to Dismiss on a number of grounds.

         On August 27, 2001, the Company, G.D. Searle and Pfizer, Inc. were also
named as defendants in a purported class action complaint filed in State Court
in New Jersey, Astin v. Pharmacia, et al. Plaintiffs allege, among other claims,
that the defendants misrepresented and over-promoted CELEBREX in violation of
the New Jersey Consumer Fraud Act. The complaint also alleges that the
defendants have misled and defrauded the FDA to gain approval of CELEBREX. The
complaint seeks economic damages only and claims no specific medical injury.
Though this case was recently dismissed, a similar state action was filed
January 10, 2002, Plumbers and Pipefitters Local Health and Welfare Fund v.
Pharmacia.

         On September 28, 2001, the Company, G.D. Searle and Pfizer, Inc. were
named as defendants in a purported class action complaint filed in Federal
District Court in New Jersey styled, Leonard v. Pharmacia, et al., alleging the
same set of facts and seeking the same relief as the purported class action
filed in New Jersey State Court.

         On April 11, 2000, the University of Rochester filed suit in U.S.
District Court for the Western District of New York, asserting patent
infringement against the Company and certain of its subsidiaries as well as
Pfizer, Inc. The University asserts that its U.S. patent has claims directed to
a method of treating human patients by administering a selective COX-2
inhibitor. The University has sought injunctive relief, as well as monetary
compensation for infringement of the patent. The trial has been tentatively
scheduled for September 2002.

         On May 19, 1995, Mycogen Plant Sciences, Inc. (hereinafter referred to
as "MPS") filed suit against former Monsanto in the U.S. District Court in
California alleging infringement of its patent involving synthetic Bt genes, and
seeking unspecified damages and injunctive relief. On November 10, 1999, the
court granted summary judgment in the Company's favor and dismissed all of
Mycogen's patent claims, finding Mycogen's patent invalid on the basis of the
Company's prior invention, as determined in the Delaware Bt action described
below. Previously, the court had also held that products containing Bt genes
made prior to January 1995 did not infringe on the MPS patent. On May 30, 2001,
the United States Court of Appeals for the Federal Circuit affirmed the summary
judgement finding that current products of Monsanto do not infringe the MPS
patent. The appellate court also determined that certain factual issues
prevented complete entry of summary judgment on the issue of prior invention by
Monsanto and remanded the matter to District Court. Monsanto has moved for
summary judgment on all remaining claims on the basis that a prior judgment won
by Monsanto against MPS in United States District Court in Delaware, is
dispositive of all claims asserted by MPS.

         In June 1996, Mycogen Corporation, MPS and Agrigenetics, Inc. filed
suit against former Monsanto in California State Superior Court in San Diego
alleging that former Monsanto failed to license, under an option agreement,
technology relating to Bt corn and glyphosate-tolerant corn, cotton and canola.
On October 20, 1997, the court construed the agreement as a license to receive
genes rather than a license to receive germplasm. Jury trial of the damage claim
for lost future profits from the alleged




                                       11





<PAGE>



delay in performance ended March 20, 1998, with a verdict against the Company
awarding damages totaling approximately $175 million. On June 28, 2000, the
California Court of Appeals for the Fourth Appellate District issued its opinion
reversing the jury verdict and related judgment of the trial court, and directed
that judgment should be entered in the Company's favor. Mycogen's petition with
the California Supreme Court requesting further review was accepted on October
25, 2000, and their appeal of the reversal of judgment is continuing. The
Company believes that its position is correct and that the decision of the
appellate court should be upheld, and will continue to vigorously defend its
position. In the event that Mycogen were to prevail in the California Supreme
Court, further proceedings would be required to consider issues not yet
addressed in the lower court, including the speculative nature of the damages
for future lost profits.

         Former Monsanto is also a party in interference proceedings against MPS
in the U.S. Patent and Trademark Office to determine the first party to invent
certain inventions related to Bt technology. Under U.S. law, patents issue to
the first to invent, not the first to file for a patent on, a subject invention.
If two or more parties seek patent protection on the same invention, as is the
case with the Monsanto's Bt technology, the U.S. Patent and Trademark Office
must hold interference proceedings to identify the party who first invented the
particular invention in dispute. In prior litigation between the parties
Monsanto has been determined to be the prior inventor of patent claims
associated with synthetic Bt technology.

         On October 22, 1996, Mycogen Corporation filed suit against former
Monsanto, DEKALB Genetics (subsequently acquired by former Monsanto) and Delta
and Pine Land in the U.S. District Court in Delaware alleging infringement of
two Bt-related patents (the "Delaware Bt Action"). The jury trial concluded on
February 3, 1998, with a verdict in favor of all defendants. Mycogen's patents
were invalidated on the basis that Monsanto was a prior inventor. On September
8, 1999, the district court issued a revised order that upheld the jury verdict
and ruled that Mycogen's patents were invalid due to their prior invention and
lack of enablement. On March 12, 2001, the Court of Appeals for the Federal
Circuit affirmed the verdict that had invalidated Mycogen's patents on the
basis of prior invention. Mycogen has applied for a writ of certiorari to the
United States Supreme Court in this matter.

         On November 20, 1997, Aventis CropScience S.A. (formerly Rhone Poulenc
Agrochimie S.A. ("Aventis") filed suit in the U.S. District Court in North
Carolina against the former Monsanto and DEKALB Genetics alleging that because
DEKALB Genetics failed to disclose a research report involving the testing of
plants to determine glyphosate tolerance, Aventis was induced by fraud to enter
into a 1994 license agreement relating to technology incorporated into a
specific type of herbicide-tolerant corn. Aventis also alleged that DEKALB
Genetics did not have a right to license, make or sell products using Aventis'
technology for glyphosate resistance under the terms of the 1994 agreement. On
April 5, 1999, the trial court rejected Aventis' claim that the contract
language did not convey a license. Jury trial of the fraud claims ended April
22, 1999, with a verdict for Aventis and against DEKALB Genetics. The jury
awarded Aventis $15 million in actual damages and $50 million in punitive
damages. In the fourth quarter 2001, Monsanto established a reserve for the $50
million judgment entered on the verdict. The trial was bifurcated to allow
claims for patent infringement and misappropriation of trade secrets to be tried
before a different jury. Jury trial on these claims ended June 3, 1999, with a
verdict for Aventis and against DEKALB Genetics. The district court had
dismissed the former Monsanto from both phases of the trial prior to verdict on
the legal basis that it was a bona fide licensee of the corn technology. On or
about February 8, 2000, the district court affirmed both jury verdicts against
DEKALB Genetics, and enjoined DEKALB Genetics from future sales of the specific
type of herbicide-tolerant corn involved in the agreement (other than materials
held in DEKALB's inventory on June 2, 1999). Judgment was entered March 10,
2000. DEKALB Genetics appealed the jury verdict and damage award, and Aventis
appealed the finding that Monsanto was a bona fide licensee. On November 22,
2001 the United States Court of Appeals for the Federal Circuit upheld the prior
judgments. Both parties have requested rehearing en banc on the appellate
decisions. We, our licensees and DEKALB Genetics (to the extent permitted under
the district court's order and an agreement with Aventis) continue to sell the
specific type of herbicide-tolerant corn pursuant to a royalty-bearing agreement
with Aventis, entered prior to the June 3, 1999, jury verdict. In addition,
Monsanto and DEKALB Genetics are replacing this specific type of
herbicide-tolerant corn with new technology not associated with Aventis' claims
in this litigation. The district court held an advisory jury trial which ended
with a verdict in favor of Aventis on September 1, 2000, regarding claims that
certain employees of Aventis should be named as "co-inventor" on two patents
issued to DEKALB Genetics. No monetary relief was sought. DEKALB Genetics
continues to deny that Aventis employees should be named as "co-inventor" on the
two patents since those individuals made no inventive contribution. The parties
have submitted proposed findings of fact and conclusions of law on the verdict.
DEKALB will appeal any adverse final decision or judgement.

         On December 14, 1999, a class action lawsuit claiming unspecified
damages was filed against former Monsanto in the U.S. District Court for the
District of Columbia by six farmers purporting to represent a class composed of
purchasers of genetically modified soybean and corn seed and growers of
non-genetically modified soybean and corn seed. The complaint




                                       12





<PAGE>


alleges that the Company violated various antitrust laws and unspecified
international laws through the Company's patent license agreements, breached an
implied warranty of merchantability and violated unspecified consumer fraud and
deceptive business practices laws in connection with the sale of genetically
modified seed. The plaintiffs seek declaratory and injunctive relief in addition
to antitrust, treble, compensatory and punitive damages and attorneys' fees. On
February 14, 2000, a class action lawsuit claiming unspecified damages was filed
against Monsanto in the United States District Court for the Southern District
of Illinois by five farmers purporting to represent various classes of farmers.
The complaint alleges claims virtually identical to those in the preceding case.
Both of these suits have been transferred to and consolidated in the United
States District Court for the Eastern District of Missouri. In March 2001,
plaintiffs amended their complaint to add Pioneer Hi-Bred International,
Syngenta Seeds, Inc., Syngenta Crop Production, and Aventis Crop Science as
defendants, and to allege a conspiracy among all defendants to fix seed prices
in the United States in violation of federal antitrust laws.

         On March 27, 2000, E.I. DuPont DeNemours and Company ("DuPont") filed a
suit against former Monsanto in the U.S. District Court for the District of
South Carolina, seeking unspecified damages and injunctive relief for alleged
violations of federal antitrust acts and state law in connection with
glyphosate-related business matters. The complaint asserts that a DuPont
herbicide product has not been successfully introduced into the marketplace due
to alleged anti-competitive practices that have enhanced Monsanto sales of
ROUNDUP herbicide and ROUNDUP READY cotton. DuPont amended its complaint to add
a cause of action based upon an alleged violation of the Lanham Act relating to
some of former Monsanto's advertising campaigns. On September 28, 2001, Monsanto
filed a counterclaim, alleging that DuPont had violated the Lanham Act in
connection with its advertising of DuPont's herbicides. The case has been
reassigned to a new judge and is tentatively scheduled for trial in
September 2002. Monsanto denies that it has engaged in any anti-competitive
activities.

         On March 30, 2000, DuPont filed a suit against former Monsanto and
Asgrow in the U.S. District Court for Delaware, seeking damages and equitable
relief including the divestiture of Asgrow by former Monsanto for alleged
violations of federal antitrust acts and state law in connection with glyphosate
tolerant soybean business matters. The complaint asserts that Asgrow breached
certain contract obligations and that former Monsanto tortiously interfered with
those obligations, and as a consequence DuPont is asserting previously resolved
claims that Asgrow misappropriated intellectual property of DuPont. The
complaint also alleges that Asgrow's actions improperly accelerated former
Monsanto's development of glyphosate tolerant soybeans. In September 2000,
DuPont amended its complaint to add a cause of action based upon an alleged
violation of the Lanham Act relating to some of former Monsanto's advertising
campaigns. Former Monsanto has moved to dismiss the lawsuit based on statute of
limitations and estoppel. On February 14, 2001, the court ruled that all claims
accruing prior to March 30, 1997, were time-barred. On June 15, 2001, Asgrow
obtained leave to file a counterclaim asserting that it is a co-owner of certain
intellectual property rights asserted by DuPont in this lawsuit. On June 22,
2001, DuPont filed a further amended complaint, alleging that it was defrauded
by Monsanto and/or Asgrow into entering into certain business arrangements, and
asserting certain other state law claims. The Company denies that it has engaged
in any anti-competitive activities.

         On January 18, 2000, Delta and Pine Land reinstituted a suit against
former Monsanto in the Circuit Court of the First Judicial District of Bolivar
County, Mississippi, seeking unspecified compensatory damages for lost stock
market value of not less than $1 billion, as well as punitive damages, resulting
from former Monsanto's alleged failure to exercise reasonable efforts to
complete the merger. The parties have agreed that following the dismissal of
certain shareholder litigation initiated against Delta and Pine Land and former
Monsanto in Delaware, all remaining litigation between the companies will
proceed in Mississippi. On February 14, 2001, Delta and Pine Land moved for
leave to file an amended complaint, to add an allegation that former Monsanto
tortiously interfered with Delta and Pine Land's prospective business relations
by feigning interest in the merger so as to keep Delta and Pine Land from
pursuing transactions with other entities. On November 11, 2001, the court
denied Monsanto's motions for summary judgment and dismissal.

         Since the 1984 termination of the class action litigation against
various manufacturers, including former Monsanto, of the herbicide Agent Orange
used in the Vietnam war, former Monsanto has successfully defended against
various lawsuits associated with the herbicide's use. A few matters remain
pending, including three separate actions, now consolidated, filed against
former Monsanto and The Dow Chemical Company in Seoul, Korea in October 1999.
Approximately 13,760 Korean veterans of the Vietnam war allege they were exposed
to, and suffered injuries from, herbicides manufactured by the defendants. The
complaints fail to assert any specific causes of action, but seek damages of 300
million won (approximately $250,000) per plaintiff. The Company is also subject
to ancillary actions in Korea, including a request for provisional relief
pending resolution of the main lawsuit. The Korean trial court has announced its
intent to proceed with the closure of the formal hearings in the matter and the
parties are now tendering final briefs and evidence. A decision in the trial
court is expected in the second quarter followed by de novo appeal on behalf
of the non-prevailing parties. On December 2, 1999, plaintiffs filed a class
action lawsuit against former Monsanto and five other herbicide manufacturers
in the U.S. District Court for the Eastern District of Pennsylvania. The




                                       13






<PAGE>


plaintiffs purport to represent a class of over 9,000 Korean and 1,000 U.S.
service persons allegedly exposed to the herbicide Agent Orange and other
herbicides sprayed from 1967 to 1970 in or near the demilitarized zone
separating North Korea from South Korea. The complaint does not assert any
specific causes of action or demand a specified amount in damages. The Judicial
Panel on Multidistrict Litigation has granted transfer of the case to the U.S.
District Court for the Eastern District of New York for coordinated pretrial
proceedings as part of In re "Agent Orange" Product Liability Litigation, which
is the multidistrict litigation proceeding established in 1977 to coordinate
Agent Orange-related litigation in the United States. Two suits filed by
individual U.S. veterans contesting their denial of claims subsequent to the
class action settlement have been consolidated in the multidistrict litigation,
and were dismissed by the District Court. In an opinion dated November 30, 2001
the United States Court of Appeals for the Second Circuit vacated the District
Court's dismissal of the claims and remanded the cases to the District Court for
further proceedings. On December 14, 2001 defendants filed with the Court of
Appeals a Petition for Rehearing and Rehearing En Banc.

         On March 7, 2000, the U.S. Department of Justice filed suit on behalf
of the EPA in U.S. District Court for the District of Wyoming against former
Monsanto, Solutia (the former Monsanto's chemical business spun-off in 1997) and
P4 Production, seeking civil penalties for alleged violations of Wyoming's
environmental laws and regulations, and of an air permit issued in 1994 by the
Wyoming Department of Environmental Quality. The permit had been issued for a
coal coking facility in Rock Springs, Wyoming that is currently owned by P4
Production. The United States sought civil penalties of up to $25,000 per day
(or $27,500 per day for violations occurring after January 30, 1997) for the air
violations, and immediate compliance with the air permit. The companies have
already paid a $200,000 fine covering the same Clean Air Act violations pursuant
to a consent decree entered in the First Judicial District Court in Laramie
County, Wyoming on June 25, 1999. On April 12, 2000, the Department of Justice
revised its settlement demand, from $2.5 million to $1.9 million plus injunctive
relief to ensure P4 Production's compliance with the Clean Air Act. On April 21,
2000, the companies filed a motion for dismissal or summary judgement on the
grounds of claim preclusion, including the doctrines of res judicata and
release. Any liability would be shared by Monsanto and Solutia, based upon the
purchases from P4 Production.

         On November 13, 2001, Chemical Products Technologies, Inc. ("CPT")
initiated a lawsuit in the United States District Court for the District of
South Carolina, Florence Division, against Monsanto. In its Complaint, CPT seeks
damages arising out of alleged violations of Section 1 of the Sherman Act
(antitrust), the Lanham Act and the South Carolina Unfair Trade Practices Act.
CPT claims that Monsanto has violated the Sherman Act in several respects in
connection with glyphosate-related business matters, and has violated the Lanham
Act by unfairly disparaging CPT's ClearOut herbicide product, thereby
interfering with CPT's customer relationships. Monsanto denies CPT's allegations
and filed an Answer and Affirmative Defenses on December 31, 2001. On February
8, 2002, the CPT matter was consolidated with the DuPont litigation pending in
the South Carolina court. On March 1, 2002, Zetachem USA, Inc. ("Zetachem")
applied for leave to be added as an additional plaintiff in the South
Carolina action. Monsanto denies that it has any liability to CPT or
Zetachem.

         On November 13, 2001, Monsanto filed a lawsuit in the United States
District Court for the Eastern District of Missouri against Chemical Products
Technologies, LLC, Zetachem, Zetachem Pty, Ltd., and The Hide Group,
LLC alleging infringement of Monsanto's "process patents," which cover unique
two-step processes for making glyphosate herbicide from glyphosate intermediate.
Glyphosate is the active ingredient in Monsanto's ROUNDUP brand herbicide.
Monsanto claims that Chemical Products Technologies, LLC infringed on these
patents when it used one or more of the covered two-step processes to
manufacture glyphosate for use in its ClearOut 41 Plus herbicide product - a
generic competitor with Monsanto's ROUNDUP brand herbicide; and that other
defendants aided the infringement. Monsanto also alleges violations of the
Lanham Act for falsely representing that defendants' products were
"replacements" for Monsanto's ROUNDUP brand of herbicides. Monsanto seeks a
judgment for actual and treble damages, for an injunction permanently enjoining
the defendants from further infringement of any of the referenced patents and
violations of the Lanham Act, plus an injunction enjoining CPT Technologies, LLC
from offering for sale or importing an infringing product.

         The Company may soon be required to submit a corrective measures study
report to the EPA with regard to the Company's discontinued industrial chemical
facility in North Haven, Connecticut. While the Company has existing reserves
designated for remediation in the light of changing circumstances, it is
reasonably possible that a material increase in accrued liabilities will be
required. However, it is not possible to determine what, if any, additional
exposure exists at this time. Please see the discussion in Item 1, Environmental
Matters, above.

         The Company is involved in other legal proceedings arising in the
ordinary course of its business. While the results of litigation cannot be
predicted with certainty, the Company does not believe that the resolution of
these proceedings, either





                                       14





<PAGE>



individually or taken as a whole, will have a material adverse effect on its
financial position, profitability or liquidity. The Company believes it has
valid defenses to these matters and intends to vigorously contest them.

Item 4. Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of security holders during the
quarter ended December 31, 2001.

Executive Officers of the Registrant

         Information regarding executive officers is contained in Item 10 of
Part III of this Report and is incorporated herein by reference.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         The Common Stock is listed and traded on the New York Stock Exchange
         under the symbol PHA. As of February 28, 2002, there were 72,007
         holders of record of the Common Stock.

         Information regarding dividends and related shareholder matters
         appearing in Note 16  "Shareholders' Equity" on page 63 and market
         prices for the Company's Common Stock appearing under the caption
         "Quarterly Data" on page 69 of our 2001 Annual Report are incorporated
         herein by reference.

Item 6.  Selected Financial Data

         Incorporated by reference from the Six Year Summary of Financial
         Information on page 70 of the Registrant's 2001 Annual Report filed as
         Exhibit 13 hereto.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Incorporated by reference from the Financial Review on page 31
         through 44 of the Registrant's 2001 Annual Report filed as Exhibit 13
         hereto.

Item 7a. Quantitative and Qualitative Disclosures About Market Risks.

         Incorporated by reference from the discussion under the heading Market
         Risk on page 39 of the Registrant's 2001 Annual Report filed as Exhibit
         13 hereto.

Item 8.  Financial Statements and Supplementary Data

         Incorporated by reference from the Report of Independent Accountants
         found on page 45 of our 2001 Annual Report and from the consolidated
         financial statement, related notes and supplementary data on page 50
         to 70 of the Registrant's 2001 Annual Report filed as Exhibit 13
         hereto.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

         Background information for the Board of Directors, including Fred
Hassan, the Company's Chairman and Chief Executive Officer, is incorporated by
reference from the Company's 2002 Proxy Statement, which will be filed with the



                                       15





<PAGE>



Securities and Exchange Commission prior to April 30, 2002, on pages __ through
__. In addition to Fred Hassan, the following are the Company's executive
officers:

              Goran A. Ando, M.D., age 52, Executive Vice President and
         President, Research and Development since March 2000; Executive Vice
         President and President, Research & Development of P&U from November
         1997 to March 2000; Executive Vice President, Science & Technology from
         1995 to 1997; and Executive Vice President and Deputy CEO in 1995.

              Hakan Astrom, age 54, Senior Vice President, Strategy and
         Corporate Affairs since March 2000; and Senior Vice President,
         Corporate Strategy and Investor Relations of P&U from November 1995 to
         March 2000.

              Richard T. Collier, age 48, Senior Vice President and General
         Counsel since March 2000; Senior Vice President and General Counsel of
         P&U from December 1997 to March 2000; and Senior Vice President and
         General Counsel of Rhone-Poulenc Rorer from December 1994 to December
         1997.

              Christopher J. Coughlin, age 49, Executive Vice President and
         Chief Financial Officer since March 2000; Executive Vice President and
         Chief Financial Officer of P&U from March 1998 to March 2000;
         President, Nabisco International from 1997 to March 1998; and Executive
         Vice President and Chief Financial Officer of Nabisco from 1996 to
         1997. He is also a director of Monsanto.

              Carrie Smith Cox, age 44, Executive Vice President and President,
         Global Prescription Business since February 2001; Executive Vice
         President and President, Global Business Management from March 2000 to
         February 2001; Senior Vice President and Head, Global Business
         Management of P&U from 1997 to March 2000; and prior to 1997 she was
         Vice President, Women's Health Care at Wyeth-Ayerst Laboratories, a
         division of Wyeth (formerly American Home Products).

              Stephen P. MacMillan, age 38, Sector Vice President, Global
         Specialty Operations since March 2000; Sector Vice President, Global
         Specialty Operations of P&U from December 1999 to March 2000; President
         of Johnson & Johnson-Merck Consumer Pharmaceuticals from December 1998
         to December 1999; Vice President of Marketing and Professional Sales at
         McNeil Consumer Products, a division of Johnson & Johnson, from March
         1997 to December 1998; and other positions at Johnson & Johnson before
         that.

              Philip Needleman, age 63, Senior Executive Vice President, Chief
         Scientific Officer, and Chairman, Research & Development since March
         2000; and Senior Vice President, Research and Development and Chief
         Scientist of former Monsanto and Co-President of G. D. Searle & Co.
         from 1996 to March 2000. He is also Science Advisor to the Company's
         Board of Directors and is a director of Monsanto.

              Timothy G. Rothwell, age 51, Executive Vice President, and
         President, Global Prescription Business since February 2001; Executive
         Vice President, and President, Global Pharmaceutical Operations from
         March 2000 to February 2001; Executive Vice President and President,
         Global Pharmaceutical Operations of P&U from 1998 to March 2000;
         President of Rhone-Poulenc Rorer; and Executive Vice President and
         President, Pharmaceutical Operations of Rhone-Poulenc Rorer from 1995
         to 1997.

              Hendrik A. Verfaillie, age 55, Executive Vice President and Chief
         Executive Officer, Monsanto Agricultural Operations of Pharmacia since
         March 2000 and President and Chief Executive Officer of Monsanto since
         October 2000; President of former Monsanto from 1997 to 1999; and Vice
         President, former Monsanto from 1995 to 1997.

Item 11. Executive Compensation

         The following information from the Company's 2002 Proxy Statement
         which will be filed with the Securities and Exchange Commission prior
         to April 30, 2002, is incorporated by reference: "Directors' Fees and
         Other Arrangements" and "Executive Compensation".



                                       16





<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and Management

         The following information from the Company's 2002 Proxy
         Statement which will be filed with the Securities and Exchange
         Commission prior to April 30, 2002; "Information Concerning
         Securities Ownership".

Item 13. Certain Relationships and Related Transactions

         The following information from the Company's 2002 Proxy Statement
         which will filed with the Securities and Exchange Commission
         prior to April 30, 2002 is incorporated by reference: Transactions
         and Relationships with Directors"; and "Other
         Information Regarding Management -- Indebtedness".

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      Documents filed as part of this Report

(a)(1)   Financial Statements

         The following are included in the 2001 Annual Report to Shareholders
         (Exhibit 13) and are incorporated by reference into this Form 10-K
         pursuant to Item 8.

              Report of Independent Accountants -- PricewaterhouseCoopers LLP.

              Consolidated Statements of Earnings, Years ended December 31,
              2001, 2000 and 1999.

              Consolidated Balance Sheets, December 31, 2001 and 2000.

              Consolidated Statements of Shareholders' Equity, Years ended
              December 31, 2001, 2000 and 1999.

              Consolidated Statements of Cash Flows, Years ended December 31,
              2001, 2000 and 1999.

              Notes to Consolidated Financial Statements.

              The Reports of Independent Auditors, Deloitte & Touche LLP,
              regarding the audit of former Monsanto Company for year ended
              December 31, 1999 and of Monsanto Company as of and for the year
              ended December 31, 2001 and 2000, and for each of the years then
              ended. Refer to Exhibit 99.

(a)(2.)  Financial Statement Schedules

         Schedules are omitted because they are either not required, are not
         applicable or because equivalent information has been included in the
         financial statements, the notes thereto or elsewhere herein. Financial
         statements of 50 percent-or-less-owned affiliated persons are omitted
         because such persons, in the aggregate, do not constitute a significant
         subsidiary.

(a)(3)   Exhibits -- See the Exhibit Index beginning on page 21 of this Report.
         For a listing of all management contracts and compensatory plans or
         arrangements to be filed as exhibits to this Form 10-K, see the
         Exhibits listed under Exhibit No. 10, items 1 through 23 on pages 21
         through 23 of the Exhibit Index. The following Exhibits listed in the
         Exhibit Index are filed with this Report:




                                       17





<PAGE>


(10)     (24) Amended Employment Agreement with Philip Needlemen, PhD. dated
         February 6, 2002. Certain portions of this exhibit, which are
         identified by the symbol "[*    *]", have been omitted and filed
         separately with the Commission pursuant to an application for
         confidential treatment pursuant to 24b-2 under the Securities Exchange
         Act of 1934.

         (25) Employment Agreement with Carrie Cox dated October 29, 2000.

         (26) Pharmacia Corporation Long-Term Performance Share Unit Incentive
         Plan, effective January 1, 2002.

         (27) Standard Executive Employment Agreement.

(11)     Omitted -- Inapplicable; see "Note 8 of Notes to Financial Statements"
         of the Registrant's 2001 Annual Report filed as Exhibit 13 hereto.

(13)     2001 Annual Report to Shareholders

(21)     Subsidiaries of the Registrant

(23)     (1) Consent of Independent Accountants -- PricewaterhouseCoopers LLP

         (2) Independent Auditor's Consent -- Deloitte & Touche LLP

(24)     Certified copy of Board resolution authorizing Form 10-K filing

(99)     Independent Auditor's Report -- Deloitte & Touche LLP

(b)      Reports on Form 8-K during the quarter ended December 31, 2001:

         The Company filed no reports on Form 8-K during the quarter ended
         December 31, 2001.




                                       18






<PAGE>


                                 EXHIBIT INDEX

These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of
Regulation S-K.

<TABLE>
<CAPTION>
Exhibit No.      Description
-----------      -----------
    <S>            <C>   <C>
     (2)            (1)  Agreement and Plan of Merger, dated as of December 19,
                         1999, as amended by Amendment No. 1 dated as of
                         February 18, 2000, among Monsanto Company, MP Sub,
                         Incorporated and Pharmacia & Upjohn, Inc. (incorporated
                         herein by reference to Exhibit 2.1 of the Registrant's
                         Form S-4 filed on February 22, 2000, File No.
                         333-30824)

                    (2)  Stock Option Agreement, dated as of December 19, 1999,
                         by and between Monsanto Company, as Issuer, and
                         Pharmacia & Upjohn, Inc., as Grantee (incorporated
                         herein by reference to Exhibit 2.2 of the Registrant's
                         Form S-4 filed on February 22, 2000, File No.
                         333-30824)

                    (3)  Stock Option Agreement, dated as of December 19, 1999,
                         by and between Pharmacia & Upjohn, Inc. and Monsanto
                         Company, as Grantee (incorporated herein by reference
                         to Exhibit 2.3 of the Registrant's Form S-4 filed on
                         February 22, 2000, File No. 333-30824)

                    (4)  Separation Agreement by and between Pharmacia
                         Corporation and Monsanto Company dated as of September
                         1, 2000 (incorporated herein by reference to Exhibit
                         2.1 of Monsanto Company's Form S-1 filed on September
                         22, 2000, File No. 333-36956)

     (3)            (1)  Restated Certificate of Incorporation of the Company as
                         of October 28, 1997 (incorporated herein by reference
                         to Exhibit 3(i) of the Registrant's Form 10-Q for the
                         quarter ended September 30, 1997)

                    (2)  Certificate of Amendment to Restated Certificate of
                         Incorporation of the Registrant, effective March 31,
                         2000 (incorporated herein by reference to Exhibit 4.2
                         of the Registrant's Form S-8 filed on April 5, 2000)

                    (3)  By-Laws of the Registrant, as amended and restated
                         effective March 31, 2000 (incorporated herein by
                         reference to Exhibit 3.2 of the Registrant's Form 10-Q
                         for the quarter ended March 31, 2000)

     (4)            (1)  Form of Rights Agreement, amended and restated as of
                         February 20, 2001, between the Company and Mellon
                         Investor Services LLC (incorporated herein by reference
                         to Exhibit 4 of the Registrant's Form 8-A/A filed on
                         March 21, 2001)

                    (2)  Indenture dated as of February 1, 1990, with respect to
                         debt securities issued by the Upjohn Employee Stock
                         Ownership Trust and 9.79% Amortizing Notes, Series A,
                         Due February 1, 2004, issued by the Upjohn Employee
                         Stock Ownership Trust and guaranteed by the Registrant
                         (not filed pursuant to Regulation S-K, Item
                         601(b)(4)(iii)(A); the Registrant agrees to furnish a
                         copy of these documents to the Securities and Exchange
                         Commission upon request)

                    (3)  Indenture dated as of August 1, 1991 between Pharmacia
                         & Upjohn, Inc. and The Bank of New York, as trustee,
                         with respect to Debt Securities issued thereunder from
                         time to time (not filed pursuant to Regulation S-K,
                         Item 601(b)(4)(iii)(A); the Registrant agrees to
                         furnish a copy of these documents to the Securities and
                         Exchange Commission upon request)

    (10)            (1)  The Pharmacia & Upjohn, Inc. Long-Term Incentive Plan
                         (as Amended and Restated as of June 1, 2000)
                         (incorporated herein by reference to Exhibit (10)(1) to
                         the Registrant's Form 10-Q for the quarter ended
                         September 30, 2000)
</TABLE>




                                       19





<PAGE>



<TABLE>
<CAPTION>
Exhibit No.      Description
-----------      -----------
    <S>            <C>   <C>
                    (2)  Pharmacia Corporation Management Incentive Plan (as
                         Amended and Restated as of June 1, 2000) (incorporated
                         herein by reference to Exhibit (10)(2) to the
                         Registrant's Form 10-Q for the quarter ended September
                         30, 2000)

                    (3)  2000 Operations Committee Incentive Plan (as amended
                         November 2000) (incorporated herein by reference to
                         Exhibit (10)(3) to the Registrant's Form 10-Q for the
                         quarter ended September 30, 2000)

                    (4)  Employment Agreement with Fred Hassan dated November
                         15, 1999 (incorporated herein by reference to Exhibit
                         (10)(e) to Pharmacia & Upjohn's Form 10-K for the year
                         ended December 31, 1999)

                    (5)  Employment Agreement with Timothy G. Rothwell dated
                         July 31, 2000 (incorporated herein by reference to
                         Exhibit (10)(6) to the Registrant's Form 10-Q for the
                         quarter ended September 30, 2000)

                    (6)  Employment Agreement with Philip Needleman, Ph.D. dated
                         October 29, 2000 (incorporated herein by reference to
                         Exhibit (10)(7) to the Registrant's Form 10-Q for the
                         quarter ended September 30, 2000)

                    (7)  Phantom Share Agreement with Hendrik Verfaillie dated
                         September 1, 2000 (incorporated herein by reference to
                         Exhibit (10)(8) to the Registrant's Form 10-Q for the
                         quarter ended September 30, 2000)

                    (8)  Tax Sharing Agreement by and between Pharmacia
                         Corporation and Monsanto Company dated as of September
                         1, 2000 (incorporated herein by reference to Exhibit
                         10.5 of Monsanto Company's Form S-1 filed on September
                         22, 2000, File No. 333-36956)

                    (9)  Employee Benefits and Compensation Allocation Agreement
                         by and between Pharmacia Corporation and Monsanto
                         Company dated as of September 1, 2000 (incorporated
                         herein by reference to Exhibit 10.6 of Monsanto
                         Company's Form S-1 filed on September 22, 2000, File
                         No. 333-36956)

                    (10) Intellectual Property Transfer Agreement by and between
                         Pharmacia Corporation and Monsanto Company dated as of
                         September 1, 2000 (incorporated herein by reference to
                         Exhibit 10.7 of Monsanto Company's Form S-1 filed on
                         September 22, 2000, File No. 333-36956)

                    (11) Services Agreement by and between Pharmacia Corporation
                         and Monsanto Company dated as of September 1, 2000
                         (incorporated herein by reference to Exhibit 10.8 of
                         Monsanto Company's Form S-1 filed on September 22,
                         2000, File No. 333-36956)

                    (12) Corporate Agreement by and between Pharmacia
                         Corporation and Monsanto Company dated as of September
                         1, 2000 (incorporated herein by reference to Exhibit
                         10.9 of Monsanto Company's Form S-1 filed on September
                         22, 2000, File No. 333-36956)

                    (13) Agreement with Robert B. Shapiro dated December 19,
                         1999 (incorporated herein by reference to Exhibit 10(1)
                         to the Registrant's Form S-4 filed on February 22,
                         2000, File No. 333-30824)

                    (14) Annual Incentive Program for certain executive officers
                         (incorporated herein by reference to the description
                         appearing under "Annual Incentive Program" on pages 10
                         through 11 of the Monsanto Company Notice of Annual
                         Meeting and Proxy Statement dated March 16, 2001)

                    (15) Employment Agreement with Goran Ando dated September 7,
                         2000 (incorporated herein by reference to Exhibit 10
                         (15) of the Registrant's Form 10-K filed on March 26,
                         2001)
</TABLE>



                                       20





<PAGE>



<TABLE>
<CAPTION>
Exhibit No.      Description
-----------      -----------
    <S>            <C>   <C>
                    (16) Executive Life Insurance Plan of the Registrant
                         (incorporated herein by reference to Exhibit 10 of the
                         Registrant's Form 10-K filed on March 26, 2001)

                    (17) Amendment No. 1 dated January 25, 2001 to Agreement
                         with Robert B. Shapiro dated December 19, 1999
                         (incorporated herein by reference to Exhibit 10 (17) of
                         the Registrant's Form 10-K filed on March 26, 2001)

                    (18) 2001 Annual Incentive Plan Summary, as approved by the
                         Monsanto Company Board of Directors on December 7, 2000
                         (incorporated herein by reference to Exhibit 10 (16) of
                         the Registrant's Form 10-K filed on March 26, 2001)

                    (19) 2001 Long Term Incentive Plan (incorporated herein by
                         reference to Exhibit 10 (19) of the Registrant's Form
                         10-Q for the quarter ended March 31, 2001)

                    (20) The Operations Committee Incentive Plan 2001 Long Term
                         Incentive Plan (incorporated herein by reference to
                         Exhibit 10 (20) of the Registrant's Form 10-Q for the
                         quarter ended March 31, 2001)

                    (21) Employee Stock Purchase Plan 2001 Long Term Incentive
                         Plan (incorporated herein by reference to Exhibit 10
                         (19) of the Registrant's Form 10-Q for the quarter
                         ended March 31, 2001)

                    (22) Amendment No. 2001-1 to 2001 Long Term Incentive Plan
                         2001 Long Term Incentive Plan herein by reference to
                         Exhibit 10 (19) of the Registrant's Form 10-Q for the
                         quarter ended March 31, 2001 )

                    (23) Form of Change-of-Control Employment Security Agreement
                         with Hendrik Verfaillie (incorporated by reference
                         herein to Exhibit 10.3 of Monsanto's Registration
                         Statement on Form S-1, filed August 30, 2000 (File No.
                         333-36956)

                  (23.1) Distribution Agreement by and between Monsanto
                         Company and Solutia Inc., as of September 1,
                         1997, plus identification of contents of omitted
                         schedules and exhibits and agreement to furnish
                         supplementally a copy of any omitted schedule or
                         exhibit to the Securities and Exchange Commission
                         upon request (incorporated herein by reference to
                         Exhibit 2.1 of former Monsanto's Form 8-K filed
                         September 16, 1997)

    (11)                 Omitted -- Inapplicable; see "Note 8 of Notes to Financial
                         Statements" appearing in Exhibit 13 and incorporated
                         herein by reference

    (13)                 2001 Annual Report to Shareholders

    (21)                 Subsidiaries of the Registrant

    (23)            (1)  Consent of Independent Accountants -- PricewaterhouseCoopers LLP

                    (2)  Independent Auditor's Consent -- Deloitte & Touche LLP

    (24)                 Certified copy of Board resolution authorizing Form 10-K filing

    (99)                 Reports of Independent Auditors -- Deloitte & Touche LLP
</TABLE>


                                       21





<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       PHARMACIA CORPORATION

                                       By: /s/ Fred Hassan
                                       ------------------------
                                          Fred Hassan
                                          Chairman and Chief Executive
                                          Officer and Director

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.

                                Power of Attorney

We, the undersigned, hereby appoint Christopher J. Coughlin and Robert G.
Thompson, and each of them singly, as our true and lawful attorneys to sign for
us, in our names and in the capacities indicated below, and file with the
Securities and Exchange Commission any and all amendments ad supplements to this
Annual Report on Form 10-K.

<TABLE>
<CAPTION>
           Signature                                  Title                     Date
           ---------                                  -----                     ----
<S>                                 <C>                                        <C>
  /s/ Fred Hassan                   Chairman and Chief Executive Officer        February 20, 2002
-------------------------------              and Director
      Fred Hassan

  /s/ Christopher J. Coughlin       Executive Vice President                    February 20, 2002
-------------------------------              and Chief Financial Officer
      Christopher J. Coughlin

  /s/ Robert G. Thompson            Senior Vice President                       February 20, 2002
-------------------------------              (Chief Accounting Officer)
      Robert G. Thompson

  /s/ Frank C. Carlucci             Director                                    February 20, 2002
-------------------------------
      Frank C. Carlucci

  /s/ M. Kathryn Eickhoff           Director                                    February 20, 2002
-------------------------------
      M. Kathryn Eickhoff

  /s/ Michael Kantor                Director                                    February 20, 2002
-------------------------------
      Michael Kantor

  /s/ Gwendolyn S. King             Director                                    February 20, 2002
-------------------------------
      Gwendolyn S. King

  /s/  Philip Leder                 Director                                    February 20, 2002
-------------------------------
       Philip Leder

  /s/ Berthold Lindqvist            Director                                    February 20, 2002
-------------------------------
      Berthold Lindqvist

  /s/ Olof Lund                     Director                                    February 20, 2002
-------------------------------
      Olof Lund
</TABLE>





                                      22





<PAGE>


<TABLE>
<CAPTION>
           Signature                                  Title                     Date
           ---------                                  -----                     ----
<S>                                  <C>                                        <C>
                                    Director                                    February 20, 2002
-------------------------------
      C. Steven McMillan

  /s/ William U. Parfet             Director                                    February 20, 2002
-------------------------------
      William U. Parfet

  /s/ Jacobus F.M. Peters           Director                                    February 20, 2002
-------------------------------
      Jacobus F.M. Peters

  /s/ Ulla B. Reinius               Director                                    February 20, 2002
-------------------------------
      Ulla B. Reinius

  /s/ William D. Ruckelshaus        Director                                    February 20, 2002
-------------------------------
      William D. Ruckelshaus

  /s/ Bengt Samuelsson              Director                                    February 20, 2002
-------------------------------
      Bengt Samuelsson
</TABLE>





                                       23



                            STATEMENT OF DIFFERENCES
                            ------------------------

The section symbol shall be expressed as ................................. 'SS'