Edgar Filing: MITSUI & CO LTD

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

MITSUI & CO., LTD.

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Consolidated Financial Results for the Third Quarter Ended December 31, 2003

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of February 5, 2004

Commission File Number 09929

Mitsui & Co., Ltd.

(Translation of registrant’s name into English)

2-1, Ohtemachi 1-chome
Chiyoda-ku, Tokyo 100-0004
Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _______

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _______

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _______

TABLE OF CONTENTS


SIGNATURES
Consolidated Financial Results for the Third Quarter Ended December 31, 2003
Statements of Consolidated Income
Statements of Consolidated Income
Condensed Consolidated Balance Sheets
Operating Segment Information

SIGNATURES

Pursuant to the requirements 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.

Date: February 5, 2004


		MITSUI & CO., LTD.

		By:		/s/ Tasuku Kondo

		Name:		Tasuku Kondo
		Title:		Executive Director
				Senior Executive Managing Officer
				Chief Financial Officer

Consolidated Financial Results for the Third Quarter Ended December 31, 2003
(Accounting Principles Generally Accepted in the United States of America)
(Unaudited)

Mitsui & Co., Ltd. and Subsidiaries
(Web Site : http://www.mitsui.co.jp)

President and Chief Executive Officer, Shoei Utsuda
Investor Relations Contacts : Yuji Takagi, General Manager, Corporate Communications Division TEL (03) 3285-7533

Financial Highlights for the Third Quarter Ended December 31, 2003
(from April 1, 2003 to December 31, 2003)


							(Reference)
							(Millions of Yen)		(Millions of Yen)

									Forecast for the fiscal
									year ending March 31,
	Three-month period		Nine-month period		Nine-month period				2004
	ended December 31,		ended December 31,		ended December 31,				(based on the previous
	2003		2003		2002		Increase/(Decrease)		release on November 7, 2003)

Total Trading Transactions		3,039,543		8,989,483		8,255,223		734,260		12,200,000

Revenue — Gross Trading Profit		154,695		448,287		416,661		31,626
Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings		29,952		68,703		42,897		25,806
Net Income		26,042		51,864		36,790		15,074		65,000



	December 31, 2003			March 31, 2003			Increase/(Decrease)

Total Assets		6,686,983			6,540,520			146,463
Shareholders’ Equity		933,455			862,147			71,308
Shareholders’ Equity Ratio		14.0	%		13.2	%	0.8pt
Net Interest-bearing Debt (after deduction of cash and cash equivalents)		2,648,424			2,619,271			29,153
Debt to Equity Ratio (net)		2.84			3.04		0.20pt
Current Ratio		128.6	%		126.7	%	1.9pt


Notes:	1.	In accordance with Statement of Financial Accounting Standards (“SFAS”) No.144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the figures for the nine-month period ended December 31, 2002 relating to discontinued operations have been reclassified.
	2.	Effective April 1, 2003, Mitsui & Co., Ltd. and its subsidiaries (the “companies”) adopted SFAS No.143, “Accounting for Asset Retirement Obligations,” and the cumulative effect adjustment upon the adoption is separately presented on a net-of-tax basis in the Statements of Consolidated Income.
	3.	Total trading transactions is a voluntary disclosure and represents the gross transaction volume or the nominal aggregate value of the sales contracts in which the companies act as principal and transactions in which the companies serve as agent.
		Total trading transactions is not meant to represent sales or revenues in accordance with U.S. GAAP.
		The companies have included the information concerning total trading transactions because it is used by similar Japanese trading companies as an industry benchmark, and the companies believe it is a useful supplement to results of operations data as a measure of the companies’ performance compared to other similar Japanese trading companies. Total trading transactions is included in the measure of segment profit and loss reviewed by the chief operating decision maker.
	4.	In consideration of a consensus relating to the presentation of gains and losses on derivative instruments held for trading purposes by the Emerging Issues Task Force under U.S.GAAP, all gains and losses on forward contracts held by certain foreign subsidiaries for trading purposes for crude oil and oil products, which are also derivatives, are shown net in total trading transactions effective April 1, 2003. In relation to this change, the figures for the nine-month period ended December 31, 2002 have been restated.

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			5.			The companies changed their policy concerning which items are treated as cash equivalents on April 1, 2003, and decided to include certain short-term investment securities which are readily convertible to known amounts of cash and present no significant risk of changes in value in cash equivalents. In relation to this change, amounts presented for the year ended March 31, 2003 have been restated.

A Cautionary Note on Forward-Looking Statements:

This report contains statements (including figures) regarding Mitsui & Co., Ltd. (“Mitsui”)’s corporate strategies, objectives, and views of future developments that are forward-looking in nature and are not simply reiterations of historical facts. These statements are presented to inform stakeholders of the views of Mitsui’s management but should not be relied on solely in making investment and other decisions. You should be aware that a number of important risk factors could lead to outcomes that differ materially from those presented in such forward-looking statements. These include, but are not limited to, (i) change in economic conditions that may lead to unforeseen developments in markets for products handled by Mitsui, (ii) fluctuations in currency exchange rates that may cause unexpected deterioration in the value of transactions, (iii) adverse political developments that may create unavoidable delays or postponement of transactions and projects, (iv) changes in laws, regulations, or policies in any of the countries where Mitsui conducts its operations that may affect Mitsui’s ability to fulfill its commitments, and (v) significant changes in the competitive environment. In the course of its operations, Mitsui adopts measures to control these and other types of risks, but this does not constitute a guarantee that such measures will be effective.

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Statements of Consolidated Income
(for the three-month period ended December 31, 2003 and 2002)
(Unaudited)


										(Millions of Yen)

										Comparison with
				Three-month			Three-month			previous period
				period ended			period ended			Increase/(Decrease)
				December 31,			December 31,
				2003			2002			Amount			%

Revenue — Gross Trading Profit					154,695			141,987			12,708			9.0
	Total trading transactions:
		Three-month period ended December 31, 2003 ¥3,039,543 million
		Three-month period ended December 31, 2002 ¥2,796,153 million
Expenses and Other:
		Selling, general and administrative			119,392			109,072			10,320
		Provision for doubtful receivables			437			4,593			(4,156	)
		Interest (income) expense — net			(1,077	)		1,011			(2,088	)
		Dividend income			(4,143	)		(2,125	)		(2,018	)
		Gain on sales of securities — net			(2,701	)		(5,182	)		2,481
		Loss on the write-down of securities			1,091			20,559			(19,468	)
		(Gain) loss on disposal or sale of property and equipment — net			(453	)		243			(696	)
		Impairment loss of long-lived assets			3,997			1,799			2,198
		Other expense — net			8,200			3,549			4,651

			Total		124,743			133,519			(8,776	)

Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings					29,952			8,468			21,484			253.7

Income Taxes					15,563			5,258			10,305

Income from Continuing Operations before Minority Interests and Equity in Earnings					14,389			3,210			11,179			348.3
Minority Interests in Earnings of Subsidiaries					(1,370	)		(911	)		(459	)
Equity in Earnings of Associated Companies — Net (After Income Tax Effect)					13,023			9,186			3,837

Income from Continuing Operations					26,042			11,485			14,557			126.7

Loss from Discontinued Operations — Net (After Income Tax Effect)					—			516			(516	)

Net Income				¥	26,042		¥	12,001		¥	14,041			117.0



Summary of Changes in Equity from Nonowner Sources (Comprehensive Income (Loss)):
Net Income				¥	26,042		¥	12,001		¥	14,041

Other comprehensive income (Loss) (After Income Tax Effect):
	Unrealized holding losses on available-for-sale securities				(1,527	)		(18,149	)		16,622

	Foreign currency translation and other adjustments				136			(1,819	)		1,955

Changes in equity from nonowner sources				¥	24,651		¥	(7,967	)	¥	32,618			—

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Statements of Consolidated Income
(for the nine-month period ended December 31, 2003 and 2002)
(Unaudited)


(Millions of Yen)

										Comparison with
				Nine-month			Nine-month			previous period
				period ended			period ended			Increase/(Decrease)
				December 31,			December 31,
				2003			2002			Amount			%

Revenue — Gross Trading Profit					448,287			416,661			31,626			7.6
	Total trading transactions:
		Nine-month period ended December 31, 2003 ¥8,989,483 million
		Nine-month period ended December 31, 2002 ¥8,255,223 million
Expenses and Other :
		Selling, general and administrative			359,169			329,833			29,336
		Provision for doubtful receivables			4,045			10,856			(6,811	)
		Interest expense, net of interest income			513			4,252			(3,739	)
		Dividend income			(14,980	)		(12,286	)		(2,694	)
		Gain on sales of securities — net			(13,764	)		(13,998	)		234
		Loss on the write-down of securities			7,652			31,489			(23,837	)
		Loss on disposal or sale of property and equipment — net			192			1,227			(1,035	)
		Impairment loss of long-lived assets			16,902			15,039			1,863
		Other expense — net			19,855			7,352			12,503

			Total		379,584			373,764			5,820

Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings					68,703			42,897			25,806			60.2

Income Taxes					37,726			20,548			17,178

Income from Continuing Operations before Minority Interests and Equity in Earnings					30,977			22,349			8,628			38.6
Minority Interests in Earnings of Subsidiaries					(4,946	)		(3,238	)		(1,708	)
Equity in Earnings of Associated Companies — Net (After Income Tax Effect)					29,119			20,998			8,121

Income from Continuing Operations					55,150			40,109			15,041			37.5

Loss from Discontinued Operations — Net (After Income Tax Effect)					(1,001	)		(3,319	)		2,318

Cumulative Effect of Change in Accounting Principle (After Income Tax Effect)					(2,285	)		—			(2,285	)

Net Income				¥	51,864		¥	36,790		¥	15,074			41.0



Summary of Changes in Equity from Nonowner Sources (Comprehensive Income (Loss)):
Net income				¥	51,864		¥	36,790		¥	15,074

Other comprehensive income (Loss) (After Income Tax Effect):
		Unrealized holding losses on available-for-sale securities			41,453			(36,100	)		77,553

		Foreign currency translation and other adjustments			(9,145	)		(37,354	)		28,209

Changes in equity from nonowner sources				¥	84,172		¥	(36,664	)	¥	120,836			—

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Condensed Consolidated Balance Sheets
(Unaudited)


(Millions of Yen)

				December 31,			March 31,			Increase/
				2003			2003			(Decrease)

ASSETS
Current Assets:
	Cash and marketable securities			¥	649,390		¥	797,002		¥	(147,612	)
	Trade receivables, less allowance for doubtful receivables				2,378,358			2,231,374			146,984
	Inventories				493,703			488,672			5,031
	Other current assets				384,700			314,696			70,004

			Total current assets		3,906,151			3,831,744			74,407

Investments and Non-current Receivables:
	Investments in and advances to associated companies and other investments				1,256,843			1,109,574			147,269
	Non-current receivables, less allowance for doubtful receivables, and property leased to others				669,142			775,192			(106,050	)

	Total investments and other non-current receivables				1,925,985			1,884,766			41,219

Property and Equipment, less Accumulated Depreciation					578,342			570,927			7,415

Other Assets					276,505			253,083			23,422

			Total	¥	6,686,983		¥	6,540,520		¥	146,463

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Short-term debt and current maturities of long-term debt			¥	914,186		¥	1,107,944		¥	(193,758	)
	Trade payables				1,750,259			1,618,781			131,478
	Other current liabilities				372,818			298,605			74,213

			Total current liabilities		3,037,263			3,025,330			11,933

Long-term Debt, less Current Maturities					2,543,097			2,500,470			42,627

Other Liabilities					96,240			84,607			11,633

Minority Interests					76,928			67,966			8,962

Shareholders’ Equity:
	Common stock				192,487			192,487			—
	Capital surplus				287,761			287,756			5
	Retained earnings:
		Appropriated for legal reserve			36,572			36,382			190
		Unappropriated			533,059			494,038			39,021
	Accumulated other comprehensive income (loss):
		Unrealized holding gains and losses on available-for-sale securities			44,858			3,405			41,453
		Foreign currency translation adjustments and other			(159,688	)		(150,543	)		(9,145	)

	Total accumulated other comprehensive loss				(114,830	)		(147,138	)		32,308

	Treasury stock, at cost				(1,594	)		(1,378	)		(216	)

			Total shareholders’ equity		933,455			862,147			71,308

			Total	¥	6,686,983		¥	6,540,520		¥	146,463

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Operating Segment Information
(Unaudited)

Three-month period ended December 31, 2003 (from October 1, 2003 to December 31, 2003)
(Millions of Yen)



	Metal		Machinery,						Consumer		Domestic							Other
	Products		Electronics &						Products		Branches							Overseas			Corporate and			Consolidated
	& Minerals		Information		Chemical		Energy		& Services		and Offices		Americas			Europe		Areas			Eliminations			Total

Total Trading Transactions		505,388		605,969		402,812		342,049		599,627		431,097		296,003			154,607		350,333			(648,342	)		3,039,543
Revenue-Gross Trading Profit		18,385		30,600		24,271		14,067		32,021		9,382		8,891			4,720		5,364			6,994			154,695
Operating Income (Loss)		7,515		6,470		10,923		6,289		8,149		1,775		1,753			693		(1,016	)		(7,685	)		34,866

Net Income (Loss)		5,471		3,165		3,406		8,384		6,142		2,050		(1,432	)		230		1,849			(3,223	)		26,042

Total Assets at December 31, 2003		1,064,828		1,262,794		531,240		549,294		947,324		510,723		371,052			238,997		223,752			986,979			6,686,983

Three-month period ended December 31, 2002 (from October 1, 2002 to December 31, 2002)
(Millions of Yen)



	Metal		Machinery,							Consumer		Domestic							Other
	Products		Electronics &							Products		Branches							Overseas			Corporate and			Consolidated
	& Minerals		Information		Chemical			Energy		& Services		and Offices			Americas		Europe		Areas			Eliminations			Total

Total Trading Transactions		452,693		538,883		365,091			311,052		569,881		433,926			319,808		127,162		284,279			(606,622	)		2,796,153
Revenue-Gross Trading Profit		18,346		25,865		14,982			15,649		30,875		9,372			10,942		4,833		5,108			6,015			141,987
Operating Income (Loss)		8,103		1,791		3,485			9,023		8,357		1,523			1,625		386		(974	)		(4,997	)		28,322

Net Income (Loss)		4,817		5,363		(1,478	)		6,946		2,637		(95	)		1,002		205		1,346			(8,742	)		12,001

Total Assets at December 31, 2002		902,294		1,256,601		489,187			474,894		866,973		540,583			408,641		219,164		195,141			1,104,490			6,457,968

Nine-month period ended December 31, 2003 (from April 1, 2003 to December 31, 2003)
(Millions of Yen)



	Metal		Machinery,						Consumer		Domestic							Other
	Products		Electronics &						Products		Branches							Overseas			Corporate and			Consolidated
	& Minerals		Information		Chemical		Energy		& Services		and Offices		Americas			Europe		Areas			Eliminations			Total

Total Trading Transactions		1,509,814		1,884,809		1,205,238		994,618		1,700,759		1,280,374		947,885			480,756		1,036,338			(2,051,108	)		8,989,483
Revenue-Gross Trading Profit		55,571		93,897		63,546		38,915		86,729		29,139		29,796			13,841		16,958			19,895			448,287
Operating Income (Loss)		21,467		17,211		25,016		15,294		17,349		6,060		6,218			1,672		(1,793	)		(23,421	)		85,073

Net Income (Loss)		15,359		12,228		9,014		18,585		11,369		8,419		(1,544	)		674		5,842			(28,082	)		51,864

Nine-month period ended December 31, 2002 (from April 1, 2002 to December 31, 2002)
(Millions of Yen)



	Metal		Machinery,								Consumer		Domestic						Other
	Products		Electronics &								Products		Branches						Overseas			Corporate and			Consolidated
	& Minerals		Information			Chemical			Energy		& Services		and Offices		Americas		Europe		Areas			Eliminations			Total

Total Trading Transactions		1,385,852		1,656,021			1,041,196			825,092		1,654,523		1,290,598		923,624		408,087		966,009			(1,895,779	)		8,255,223
Revenue-Gross Trading Profit		52,804		80,269			42,915			43,013		81,314		30,221		33,284		16,068		16,713			20,060			416,661
Operating Income (Loss)		20,554		2,309			9,488			22,832		18,156		3,618		7,187		2,695		(2,090	)		(8,777	)		75,972

Net Income (Loss)		12,056		(3,360	)		(3,068	)		20,090		6,859		3,415		3,353		1,576		4,469			(8,600	)		36,790

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In accordance with SFAS No.144, the figures of “Consolidated Total” for the three-month period ended December 31, 2002 and for the nine-month period ended December 31, 2002 have been reclassified to conform to the current period presentation. The reclassifications to “Loss from Discontinued Operations-Net (After Income Tax Effect)” are included in “Corporate and Eliminations.”

Operating Income (Loss) reflects the companies’ a) Revenue — Gross Trading Profit, b) Selling, general and administrative expenses, and c) Provision for doubtful receivables.

All gains and losses on forward contracts held by certain foreign subsidiaries for trading purposes for crude oil and oil products, which are also derivatives, are shown net in Total Trading Transactions effective April 1, 2003. In relation to this change, the figures for the three-month period ended December 31, 2002 and for the nine-month period ended December 31, 2002 have been restated.