Form 6-K

FORM 6-K

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Business Report the fiscal year ended March 31, 2007

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of June 6, 2007

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-            

 



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: June 6, 2007

 

MITSUI & CO., LTD.
By:   /s/ Kazuya Imai
Name:   Kazuya Imai
Title:   Executive Director
 

Executive Vice President

Chief Financial Officer


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From the President

We are pleased to bring you the Business Report for our 88th fiscal year, which ended on March 31, 2007.

The economic environment was strong during the year, and we achieved consolidated net income of ¥301.5 billion and non-consolidated net income of ¥118.6 billion. Both these results are considerably higher than in the previous year.

An interim dividend of ¥17 per share has already been paid during the year, and we propose paying a year-end dividend of a further ¥17 per share. This represents a total dividend of ¥34 per share for the year ended March 2007, ¥10 per share higher than for the previous year.

In May 2006 we announced Medium-Term Management Outlook, our corporate vision for the next three to five years. Based on the ideas outlined in this document, we will continue to pursue the sustainable development of Mitsui and make every effort to increase corporate value.

We look forward to your continued support.

Shoei Utsuda

President and Chief Executive Officer

May 2007

 

 

CONTENTS

  

•       Business Report

   2

I     Business Review

   2

Operating Environment

   2

Group Business Progress and Results

   3

Trends in Value of Group Assets and Profitability

   18

Key Issues to Address

   19

II   Corporate Outline

   21

Principal Group Business

   21

Principal Group Offices

   21

Shares of Mitsui & Co., Ltd.

   21

Principal Shareholders

   22

Group Employees

   22

Principal Sources of Borrowings

   23

Principal Subsidiaries

   24

Details of Senior Company Officers

   26

Details of Independent Auditors

   32

Necessary Systems to Ensure Appropriate Operations

   33

•       Consolidated Balance Sheets

   37

•       Statements of Consolidated Income

   39

•       Statements of Consolidated Shareholders’ Equity

   41

•       Statements of Consolidated Cash Flows

   47

•       Operating Segment Information

   49

•       Balance Sheets

   51

•       Statements of Income

   55

•       Statement of Change in Equity

   57

•       Consolidated Independent Auditors’ Report

   65

•       Independent Auditors’ Report

   67

•       Corporate Auditors’ Report

   69

Note: In this translated report, the term “the Group” refers to “corporate organizations” as defined in Clause 2, Article 122 of the enforcement regulations of the Corporate Law of Japan.


BUSINESS REPORT

(April 1, 2006 to March 31, 2007)

PART I: BUSINESS REVIEW

OPERATING ENVIRONMENT

(1) Operating environment

During the year ended March 31, 2007, the global economy continued its broad-based expansion. In the United States, corporate profits remained robust and consumer spending continued to increase due to favorable employment and wage conditions, and despite an easing in housing investment, which had been overheating, the economy performed steadily overall. Asian economies continued to sustain high growth driven by further increases in capital investments and exports, particularly in China. In Europe, the economy demonstrated a clear recovery trend, as illustrated by the growth of exports in Germany.

This broad-based expansion of the global economy underpinned strong international commodities markets. Prices of crude oil, non-ferrous metals and other commodities reached record-high levels in the summer, and despite falling thereafter, remain at high levels.

The global trend towards moderately higher interest rates continued. In the United States, the Federal Reserve Board, which once continued to raise interest rates progressively since June 2004, kept the rate constant since June 2006. In Europe, the European Central Bank continued to raise interest rates, a move which started in 2005.

The Japanese economy continued its solid recovery. Exports continued to increase, bolstered by global economic expansion and the weakening yen. Strong corporate sector results led to high growth in capital investment, while improvements in employment and wages led to firmer consumer spending. The Bank of Japan decided to terminate its zero interest rate policy in July 2006, and raised the policy interest rate in February this year, based on the robust recovery of the economy and consumer prices turning positive. In foreign exchange rates, the yen weakened, particularly against the Euro, towards its lowest ever level.

 

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GROUP BUSINESS PROGRESS AND RESULTS

 

1. PROGRESS ON MEDIUM-TERM MANAGEMENT OUTLOOK

 

1 MEDIUM-TERM MANAGEMENT OUTLOOK

We have finalized our Medium-Term Management Outlook, announced in May 2006, based on a company-wide consideration of the kind of business models that we should seek to develop over the next three to five years. The key elements of the approach outlined in this plan are:

 

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Building a business portfolio that meets the needs of customers and society

 

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Leveraging business engineering capabilities across Mitsui Group Companies and optimizing resource allocation

 

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Prioritizing the development of human resources. In this respect we intend to build on our existing values of challenge and opportunity and freedom and open-mindedness with additional emphasis on fairness, humbleness and compliance. We intend to form and foster a diverse pool of capable personnel

 

(1) Quantitative image 3-5 years ahead in the Medium-Term Management Outlook

 

Looking ahead three to five years, risks in the operating environment include political, economic and environmental factors. Notwithstanding these risks, we believe that the currently favorable operating environment—with simultaneous growth in different regions of the world, and strong upstream markets for mineral resources, energy and materials—is likely to continue. Based on this assumption, we envisage achieving the parameters over the next three to five years as illustrated in the chart on the right.    LOGO

 

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(2) Four key strategies of the Medium-Term Management Outlook

 

(i) Development of Strategic Business Portfolio

 

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We have developed key policies based on dividing up the Group’s business into four areas, as outlined below.

 

Mineral Resources & Energy   

(1)    Complete the development of large-scale projects such as Sakhalin II and the Enfield Oil Field. Expand existing projects such as the LNG project in Western Australia and iron ore and coal production in Australia

 

(2)    Ensure the liquidity of our equity production interests and carry out recycling

 

(3)    Invest selectively in emerging regions and new business domains

Global Marketing Networks

 

(particularly steel products, machinery and chemical products)

  

(1)    Actively invest in our operating base with the objective of strengthening our various logistics and IT capabilities and focus allocation of human resources to growth fields

 

(2)    Strengthen partnerships with quality customers and evolve our SCM capabilities

 

(3)    Strengthen initiatives in growth region Asia and the automotive, IT and energy business fields

Consumer Services

  

(1)    Pursue initiatives in media and information, healthcare and medical, and senior living industries

 

(2)    Develop new consumer-oriented businesses and strengthen related logistics business

Infrastructure

  

(1)    Develop business portfolio positioning power generation, water supply, energy and transportation as strategic industrial fields

 

(2)    Pursue synergies with other business areas

 

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Under the coordination of the Portfolio Management Committee that we established in April 2006, we will further refine our investment evaluation criteria, and seek to recycle existing investments, by reviewing their viability and taking into account the need to generate cash flow for new investments. Furthermore, accompanying a review of our business portfolio, we will allocate and shift human resources from a group-wide perspective in a more dynamic fashion.

Through this company-wide portfolio strategy, we expect to make new investments totaling approximately ¥800 billion in the first two years of the Medium-Term Management Outlook, and divest assets totaling approximately ¥100-200 billion.

 

(ii) Evolution of business models leveraging business engineering capabilities

We will focus on consumer-oriented services in Japan that show the greatest potential for growth. We will pursue business development in new fields, such as the development of environment businesses such as emission rights trading and recycling, and new energy businesses such as biomass ethanol. We will seek to leverage across the Group our strengths in logistics, finance and IT, and actively promote joint operations among business units.

 

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(iii) Implementation of global strategies

We will develop a broad, cross-border product strategy based on the regional business units we have created for the Americas, Europe and Asia. We will employ and foster the development of a diverse group of personnel at overseas trading and other subsidiaries and associated companies around the world.

 

(iv) Reinforcing the management framework to support growth

Under our revised corporate staff organization we are pursuing an efficient risk management approach. We are strengthening our corporate governance system, such as by increasing the number of external directors and external corporate auditors, and bolstering our internal control system, such as through working to ensure compliance with Section 404 of the U.S. Sarbanes-Oxley Act (“SOX-404”), which became applicable to us for the year ended March 31, 2007.

We are developing evolving as a business that meets the needs of customers and society, while engaging in CSR-oriented management worthy of Mitsui, such as through engaging in environmental issues and contributing to society.

 

2 PROGRESS ON MEDIUM-TERM MANAGEMENT OUTLOOK AND BUSINESS PLAN FOR THE YEAR ENDED MARCH 31, 2007

1. PROGRESS ON KEY INITIATIVES

 

(i) Development of strategic business portfolio

 

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Progress on investment plans and key policies in each business area

In the year ended March 31, 2007, we made the following progress in each of our four business areas. During the period we made major investments of approximately ¥460 billion.

 

1. MINERAL RESOURCES AND ENERGY BUSINESS

We continued to make progress on large-scale projects already under development, along with carefully selecting new investment projects, and actively engaging in the sale of existing assets through further portfolio review.

 

•     The Enfield oil development in Australia, a project that we joined in May 2004, began production in July 2006. Our total investment in the Sakhalin II project was ¥415.5 billion as of the end of March 2007, an increase of ¥110.0 billion from the end of March 2006 (Including the impact of exchange rate changes). For an update on the progress of the Sakhalin II project please also see “Key Issues to Address” on page 20.

  

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The Sakhalin II Project

 

 

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•     During the year we invested a total of ¥57.8 billion in Australian iron ore and coal mining business, as part of our plan to increase production capacity.

 

•     During the year we invested ¥53.8 billion to acquire oil and gas interests in the offshore Gulf of Mexico, through Pogo Producing Company of the United States. We also increased our shareholding in Mitsui Oil Exploration Co., Ltd. (“MOECO”), to 50.3% of the voting rights, thereby changing its status from associated company to subsidiary. Furthermore, in April 2007, in the scrap metal business, we decided to acquire shares with voting rights of 19.9% of the Australian company Sims Group.

 

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The iron ore and coal

business in Australia

 

   

In April 2007, we sold our shares of Sesa Goa Ltd. of India for US$981 million, after careful consideration of our global portfolio in the iron ore business.

 

2. GLOBAL MARKETING NETWORKS BUSINESS, SUCH AS IRON AND STEEL PRODUCTS, AUTOMOBILES AND CHEMICALS

We took further steps to strengthen our multi-functional global operating network in raw materials procurement and product sales, acquiring key businesses to support our goal of creating new value.

 

•     In February 2007 we reached agreement with the management of a major U.S. steel processing service center, Steel Technologies, Inc. to acquire its business.*

 

•     In June 2006, we invested ¥7.2 billion to acquire the Onslow salt field in Australia, in response to rising demand in Asia for salt for use as a raw material in the chlor-alkali industry. Furthermore, in September 2006, we launched an initiative in the automobile parts business, acquiring newly issued shares in automobile parts manufacturer Asahi Tec Corporation, which was implementing a capital increase.

 

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The Onslow Salt Field in Australia

In this business area, we are focusing on the strategic domains of automobiles, household appliances, IT and energy, and are seeking to strengthen our relationships with domestic and overseas manufacturers and customers, primarily in the growth region of Asia. At each level of the logistics process, from raw material procurement through the sale of end products, we seek to develop and maintain high added value supply chains in ways that reflect changes to markets and technology. In each business unit, we are prioritizing the allocation of human resources and capital to the most promising operations, while integrating or re-engineering our business portfolio.

 

* The acquisition price is US $530 million, and the acquisition itself is subject to final approval at an extraordinary meeting of shareholders of Steel Technologies, Inc. to be held by the end of June 2007.

 

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3. CONSUMER PRODUCTS AND SERVICES BUSINESS

We are continuing to focus our operations on new business domains.

 

•     We invested ¥27.0 billion to acquire 5% of the voting rights in Recruit Co., Ltd (“Recruit”), a leading Japanese human resources and information services company. We already collaborate with Recruit in medical/health-care businesses, and have agreed to jointly explore broad cooperation in areas such as senior care and media-related operations.

 

•     We completed a ¥9.4 billion acquisition of shares of major U.S. mobile handset distributor Brightstar Corp. along with those of its local subsidiary in Singapore, with the aim of expanding our mobile phone business in the Asia-Pacific region.

 

•     In the Foods & Retail segment, we engaged in measures to improve the performance of MITSUI FOODS CO., LTD. as part of a comprehensive operational alliance with KOKUBU & CO., LTD.

 

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Brightstar Corp. in the United States

 

4. INFRASTRUCTURE PROJECTS BUSINESS

Our efforts were directed at selectively investing in superior project opportunities while seeking to develop synergies with other sectors.

 

 

In the overseas power generation business, we further strengthened our alliance with International Power Plc during the year, and in March 2007 signed an approximately ¥20.0 billion agreement to consolidate a number of power generating assets in the U.K., resulting in an increase of 260MW of generating capacity owned by Mitsui on an equity basis. In other energy-related operations, we invested ¥27.5 billion for the acquisition of a Brazilian gas distribution business under our alliance with Brazilian company Petrobras.

 

 

We also invested ¥10.3 billion to acquire newly-issued shares of Toyo Engineering Corporation Ltd., consistent with our policy of engaging in partnerships in the infrastructure projects business, which is growing in all regions.

 

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Continuous review of business portfolio based on Mitsui’s business strategy

Centered on the activities of the Portfolio Management Committee, which was established in April 2006, we are rigorously examining subsidiaries and associated companies, along with other matters such as our investment securities and our standards for business investment and withdrawal. Accordingly, the committee has examined the portfolio strategy of each business unit, along with progress on asset recycling. Reflecting these activities, in the year under review we implemented a sale of shares of listed companies including Toho Titanium Co., Ltd. and other existing investments. We are continuing to focus on development and reorganization of the business portfolio throughout Mitsui with emphasis on the following points:

 

 

Stronger monitoring of the role companies have in generating additional functional and cash flow value for Mitsui

 

 

Company-wide allocation of human resources to reflect new investments and reorganization of existing operations

 

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(ii) Evolution of our new business models leveraging business engineering capabilities

We have been pursuing initiatives to commercialize new business models, including cross-organizational activities involving all levels of business units.

 

 

As part of measures to develop businesses in new areas, we have pursued a cooperative agreement with Recruit as noted above, and formed alliances with companies such as Tokyo Broadcasting System, Inc. (TBS) and Shochiku Co., Ltd. to foster media content businesses in mobile phones, the internet, and a range of IT environments. We have also continued preparations for the introduction of BS digital broadcasting, scheduled to commence in December 2007.

 

 

In the biomass and energy-related fields, we are researching opportunities to commercialize the production and sale of Brazilian bioethanol and related products in collaboration with Petroleo Brasileiro S.A. of Brazil, and proceeding with company-wide, cross-divisional efforts with regard to possibilities in areas such as the distribution and trading of biodiesel and bioethanol in Europe and investment in manufacturing operations in the United States. Further, in November 2006 we acquired SunWize Technologies, LLC, a U.S. solar technology company that specializes in the design and distribution of solar power systems.

In December 2006, we established Business Operating Area Strategic Committees covering five areas—media & communications, medical & healthcare, tramp market, automobiles and agriculture-related business—marking the start of an initiative to increase our operating capabilities and identify areas for strategic growth through joint activities across multiple business units.

 

(iii) Implementation of global strategy

To strengthen our product strategy in the broad economic regions of the Americas, Europe and Asia, we established the Regional Business Unit system in April 2006. In April 2007 we refined this system by expanding Europe to include the Middle East and Africa, while expanding Asia to include Oceana. We also adopted systems in each regional headquarters to hire and foster talented employees and increase the diversity of our human resources. We will continue to review our company-wide HR policy in this direction.

 

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(iv) Enhancing management systems to support growth

 

In the Annual Meeting of Shareholders held in June 2006, we increased the number of external directors and external auditors by one each, as part of our initiatives to strengthen our corporate governance system. Meanwhile, Section 404 of the U.S. Sarbanes-Oxley Act has become applicable to Mitsui for the fiscal year ended March 31, 2007. Mitsui and its subsidiaries have adopted necessary systems covering all companies, and have also completed self-evaluation of the effectiveness of internal control systems relating to accounting, results reporting, IT and operational processes. We are also continuing external audits relating to the effectiveness of internal systems for financial reports. In CSR-oriented management, we are focusing on awareness-raising activities, such as through holding company-workshops for all employees to reflect upon “What constitutes good work?” We are also supporting and promoting activities for the resolution of global environmental problems, through the aid activities of the Mitsui Environmental Fund and other initiatives.  

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Tree-planting by volunteers supporting the

activities of the Mitsui Environmental Fund

 

2. PROGRESS ON QUANTITATIVE TARGETS

For the year ended March 31, 2007, we recorded net income of ¥301.5 billion. For a detailed breakdown, please see pages 10 to 17 of the Business Report, “2. Outline of Operating Results and Financial Condition.” A quantitative range of net income for the next three to five years in the Medium-Term Management Outlook was ¥300-400 billion, approximately 50% of which was expected to be attributable to the Mineral Resources & Energy area. For the year ended March 31, 2007, Mineral Resources & Energy contributed approximately 60% of total net income.

As a result of increases in new investments and trade receivables in the Mineral Resources & Energy and Infrastructure Projects field, total assets as of March 31, 2007 were ¥9.8 trillion, an increase of ¥1.2 trillion from March 31, 2006. Furthermore, as a result of increased net income in the fiscal year under review, shareholders’ equity as of March 31, 2007 was ¥2.1 trillion, with ROE* for the period at 15.9%.

 

* ROE = Net income/Shareholders’ equity

 

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2. OUTLINE OF OPERATING RESULTS AND FINANCIAL POSITION

1 OPERATING RESULTS OF THE GROUP

In the fiscal year under review, the global economy expanded steadily, with a continued increase in trade and rising prices of commodities.

 

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Total Trading Transactions increased by ¥0.5 trillion over the previous comparable period to ¥15.4 trillion, and gross profit increased by ¥85.4 billion to ¥903.7 billion. Approximately one-half of the increase in profits was attributable to higher profits in mineral resource and energy related businesses. Oil and gas producing subsidiaries in the Middle East and Australia, and iron ore subsidiaries in Australia increased profits substantially, driven by higher prices and increased production volumes. Furthermore, machinery such as automobiles, chemicals and iron and steel products generated increased profits throughout the world, against a backdrop of strong demand.

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Operating income* increased by ¥40.7 billion over the previous year to ¥308.9 billion. While gross profit increased significantly, as mentioned above, selling, general and administrative expenses increased ¥31.4 billion, and the provision for doubtful receivables increased by ¥13.3 billion.

 

  * Operating income = gross profit – selling, general and administrative expenses – provision for doubtful receivables

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Income from continuing operations before income taxes, minority interests and equity in earnings increased by ¥51.8 billion to ¥330.1 billion. In addition to the increase in operating income, the major factors were as follows:

 

   

Dividend income increased ¥19.4 billion, with a major contribution from the LNG Projects in the Middle East. However, interest expenses increased ¥20.7 billion in line with increased interest bearing debt for investments for mineral resources and energy development, such as for the Sakhalin II project, and as a result of the rise in U.S. dollar interest rates.

 

   

In securities and fixed assets gains and losses, gains on the sales of securities increased ¥21.0 billion from the previous fiscal year, as a result of active sale particularly of listed securities. However, we recorded impairment losses of ¥16.5 billion on goodwill and ¥12.1 billion on intangible assets at Mitsui Norin Co., Ltd. (Japan) in the Foods & Retail Business Unit.

 

   

In the previous fiscal year, compensation and other charges related to the DPF incident came to ¥9.0 billion, but in the year under review we recorded a gain of ¥3.9 billion from the reversal of accrued costs in preceding years.

 

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Equity in earnings of associated companies increased ¥58.8 billion to ¥153.1 billion. Compania Minera Dona Ines de Collahuasi SCM (Chile), Japan Australia LNG (MIMI) Pty. Ltd. (Australia), which conducts LNG business, and Valepar S.A. (Brazil) recorded substantial increases in profits, in line with rising prices of crude oil, iron ore and copper and increased production volumes.

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As a result of these developments, for the fiscal year ended March 31, 2007, the Group recorded net income of ¥301.5 billion, ¥99.1 billion higher than the ¥202.4 billion recorded in the previous year.

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2 RESULTS BY OPERATING SEGMENT

 

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Iron & Steel Products: Net income for fiscal year ended March 31, 2007 was ¥20.6 billion, an increase of ¥1.2 billion. Reflecting a continued tight international supply and demand balance and strong economic performance in Japan, steel materials markets performed robustly, and gross profit in the segment increased, with a strong contribution from trading of high-end products such as steel tubular products, line steel pipes, and steel plates for shipbuilding and automobiles. Furthermore, gains from sales of securities, particularly of listed securities in Japan, increased.

 

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Iron & Steel Raw Materials and Non-Ferrous Metals: Net income for the fiscal year under review was ¥103.8 billion, a major increase of ¥49.1 billion. Gross profit increased by ¥11.5 billion, as iron ore prices increased compared to the previous fiscal year. Equity in earnings of associated companies increased by ¥31.7 billion. Valepar S.A. (Brazil), supported by across-the-board rises in mineral resource prices, and Compania Minera Dona Ines de Collahuasi SCM (Chile), which engages in copper business and benefited from rising copper prices, recorded increases in earnings. In addition, gains on sales of securities, particularly of securities listed in Japan, increased. Aluminum smelting subsidiary Mitalco Inc. (United States) recorded an impairment loss on fixed assets in the previous fiscal year.

 

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Machinery & Infrastructure Projects: Net income for the fiscal year under review was ¥33.6 billion, an increase of ¥3.0 billion. Profits increased across the board at overseas automobile and construction machinery subsidiaries and associated companies. In the infrastructure business, successful operations at overseas power producing businesses such as IPM Eagle LLP (United Kingdom) and P.T. Paiton Energy (Indonesia) led to increased earnings, and there was also a new contribution from a gas distribution business in Brazil.

 

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Chemical: Net income for the fiscal year under review was ¥19.3 billion, an increase of ¥7.2 billion. Basic petrochemical raw materials and mid-stream petrochemical intermediate products both continued to record high levels compared to the previous year, and IT-related parts business, plastics, resources for sulfur, salt and others, and inorganic raw materials performed well, driven by strong demand, particularly in Asia. The impact from compensation and other charges related to the DPF incident is as explained earlier.

 

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Energy: Net income for the fiscal year was ¥70.2 billion, an increase of ¥29.3 billion. Gross profit increased by ¥27.9 billion, due to contributions from the start of production at the Enfield Oil Field in Australia, and the consolidation of MOECO, formerly an associated company, as well as rising oil prices, which more than offset the loss recorded on naphtha trading at Mitsui Oil (Asia) Pte. Ltd. (Singapore). Equity in earnings of associated companies also increased ¥10.5 billion. This was attributable to increases at associated companies engaged in crude oil and natural gas exploration, development and marketing (such as Japan Australia LNG (MIMI) Pty. Ltd. (Australia)). Dividend income from LNG Projects in the Middle East largely increased, but higher interest expenses due to increased investments were recorded for the Sakhalin II project.

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Foods & Retail: Net loss for the fiscal year under review was ¥12.3 billion, compared to net loss of ¥3.2 billion recorded in the previous fiscal year. Mitsui Norin Co., Ltd. (Japan) recorded impairment losses on goodwill and intangible fixed assets and established a valuation allowance for deferred tax assets, in line with a worsening of its operating performance. Furthermore, MITSUI FOODS CO., LTD. (Japan) recorded expenses resulting from business reorganization.

 

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Lifestyle, Consumer Service and Information, Electronics & Telecommunication: Net income for the fiscal year under review was ¥16.6 billion, a decrease of ¥0.9 billion. Textiles performed poorly, which was mainly attributable to the brand business, whereas there were positive contributions in consumer services related business from the overseas real estate business and television shopping service company QVC JAPAN, INC. (Japan), and in Information, Electronics and Telecommunication from mobile phone sales company Brightstar Logistics Pty. (Australia).

 

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Logistics & Financial Markets: Net income for the fiscal year under review was ¥14.6 billion, an increase of ¥1.2 billion. Trading was strong, particularly in derivative commodities.

 

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Americas: Net income for the fiscal year under review for the Americas was ¥16.9 billion, an increase of ¥4.2 billion. Income from petroleum trading increased at the subsidiary Westport Petroleum Inc. (United States), and a logistics subsidiary and a chemicals subsidiary recorded gains on sale of fixed assets.

 

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Europe, Asia and Other Overseas: Net income for the fiscal year under review for Europe was ¥3.9 billion, a decline of ¥0.3 billion. Net income for Asia was ¥7.9 billion, a decrease of ¥1.4 billion. Both declines were due to factors such as increased costs. Net income in Other Overseas was ¥14.4 billion, an increase of ¥0.1 billion.

For total trading transactions, gross profit, operating income, equity in earnings or losses of associated companies, and net income (loss) by operating segment, please refer to pages 49-50 of this document, “Operating Segment Information”.

On a non-consolidated basis, sales for the fiscal year ended March 31, 2007 were ¥11.4 trillion. Gross profit was ¥213.1 billion, and net income was ¥118.6 billion. For details, please refer to pages 51 - 56 of this document, ‘Balance Sheets’ and ‘Statements of Income’.

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3 FINANCIAL CONDITION OF THE GROUP

Total assets as of March 31, 2007 were ¥9,813.3 billion, an increase of ¥1,239.7 billion from ¥8,573.6 billion as of March 31, 2006.

 

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Current assets as of March 31, 2007 were ¥5,073.8 billion, an increase of ¥327.0 billion from ¥4,746.8 billion as of March 31, 2006.

This was mainly attributable to increases in trade receivables at segments such as Iron & Steel Raw Materials and Non-Ferrous Metals; Machinery and Infrastructure Projects; and Iron & Steel Products, reflecting increased business transactions. Current liabilities as of March 31, 2007 was ¥3,810.2 billion, an increase of ¥299.3 billion from ¥3,510.9 billion as of March 31, 2006. The increase was primarily attributable to increases in trade payables corresponding to the increases in current assets, and increases in short-term debt by ¥118.0 billion at Mitsui and overseas financing subsidiaries.

 

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Aside from current assets, the sum of total investments and non-current receivables, property and equipment—at cost, and other assets as of March 31, 2007 totaled ¥4,739.5 billion, an increase of ¥912.8 billion from ¥3,826.7 billion as of March 31, 2006.

Within total investments and non-current receivables, investments in and advances to associated companies as of March 31, 2007 was ¥1,587.6 billion, a ¥287.0 billion increase from ¥1,300.6 billion as of March 31, 2006. The major components were: the Sakhalin II project for ¥110.0 billion; the acquisition of gas distribution operations in Brazil; and the acquisition of shares in Asahi Tec Corporation (Japan), Moshi Moshi Hotline Inc. (Japan), and Toyo Engineering Corporation (Japan).

Other investments totaled ¥1,238.9 billion, an increase of ¥303.2 billion from ¥935.7 billion as of March 31, 2006. The main components were: the acquisition of shares in Recruit Co., Ltd. (Japan); investment in the partnership that owns Skylark Co., Ltd. Other than these, shares in INPEX Holdings Inc. for ¥180.3 billion held by MOECO were recorded as a result of the acquisition of MOECO.

Property leased to others—at cost, less accumulated depreciation was ¥259.2 billion, a ¥40.6 billion increase from ¥218.6 billion as of March 31, 2006.

Property and equipment—at cost as of March 31, 2007 was ¥988.3 billion, an increase of ¥242.1 billion from ¥746.2 billion as of March 31, 2006. Major components were as follows: investment in oil and gas projects (offshore Gulf of Mexico in America, Enfield and Vincent oil fields in Australia, Tui oil field in New Zealand, the oil and gas project in Oman), and in iron ore and coal mining projects in Australia; acquisition of the Onslow Salt Field in Australia; and others.

 

16


l  

Long-term debt, less current maturities as of March 31, 2007 was ¥2,887.5 billion, an increase of ¥228.8 billion from ¥2,658.7 billion as of March 31, 2006. The main components were: an increase in borrowings from financial institutions associated with funding for various investments at Mitsui, Mitsui & Co. (U.S.A.), Inc. and subsidiaries which are engaged in the ocean vessels business and leasing businesses.

 

l  

Shareholders’ equity as of March 31, 2007 was ¥2,110.3 billion, an increase of ¥432.4 billion from ¥1,677.9 billion as of March 31, 2006. This was primarily due to: a ¥54.8 billion increase due to conversion of bonds etc.; an increase in retained earnings by ¥248.1 billion; net improvement in foreign currency translation adjustments by ¥73.9 billion due to a stronger Australian dollar, U.S. dollar and Euro against the Japanese yen; and net improvement in unrealized holding gains on available-for-sale securities of ¥42.8 billion.

 

3. OUTLINE OF FINANCING AND CAPITAL EXPENDITURE

 

1 FINANCING

 

l  

Mitsui borrowed a total of ¥328.7 billion in long-term loans from sources such as life insurance companies and banks, and issued domestic ordinary bonds of ¥90.0 billion (maturing from August 18, 2016 to March 20, 2019) by five occasions. Foreign trading subsidiaries and Foreign and Domestic financing subsidiaries utilize short-term and long-term borrowing, commercial paper, and the issuance of medium-term notes, and other consolidated subsidiaries obtained financing through short-term and long-term borrowing.

 

2 CAPITAL EXPENDITURE

 

l  

Capital expenditure during the consolidated fiscal year under review included ¥57.8 billion in the Iron & Steel Raw Materials and Non-Ferrous Metals segment in expanding coal and iron ore operations in Australia, ¥53.8 billion in the Energy segment for acquisition of oil and gas rights in the Gulf of Mexico in the United States, and ¥36.8 billion investment in facilities in operations such as Enfield and Vincent in Australia, Tui in New Zealand and oil and gas operations in Oman.

 

17


TRENDS IN VALUE OF GROUP ASSETS AND PROFITABILITY

 

1 TRENDS IN VALUE OF ASSETS AND PROFITABILITY (CONSOLIDATED)

(Millions of Yen, Except Net Income per Share)

 

     85th Fiscal
Year
   86th Fiscal
Year
   87th Fiscal
Year
  

88th (Current)

Fiscal Year

Total Trading Transactions

   ¥ 12,270,379    ¥ 13,583,908    ¥ 14,885,772    ¥ 15,357,656

Gross Profit

     611,297      708,240      818,290      903,678

Net Income

     68,387      121,136      202,409      301,502

Net Income per Share (Yen)

     43.25      76.55      126.26      174.26

Net Assets

     963,278      1,122,828      1,677,907      2,110,279

Total Assets

     6,716,028      7,593,387      8,573,578      9,813,312

Notes:

 

1. The figures shown in this table have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). Total Trading Transactions is a voluntary disclosure and represents the gross transaction volume of the nominal aggregate value of the sales contracts in which Mitsui & Co., Ltd. and its subsidiaries (collectively “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 US 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.

 

2. In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the prior year figures relating to discontinued operations have been reclassified.

 

3. Figures less than ¥1 million and figures less than ¥1/100 (in the case of Net Income per Share) are rounded.

 

2 TRENDS IN VALUE OF COMPANY ASSETS AND PROFITABILITY (NON-CONSOLIDATED)

(Millions of Yen, Except Net Income per Share)

 

     85th Fiscal
Year
   86th Fiscal
Year
   87th Fiscal
Year
  

88th (Current)

Fiscal Year

Sales

   ¥ 9,936,896    ¥ 10,415,768    ¥ 11,378,886    ¥ 11,407,301

Net Income

     11,753      36,260      74,484      118,588

Net Income per Share (Yen)

     7.38      22.91      46.31      68.53

Net Assets

     702,674      742,741      1,091,007      1,233,398

Total Assets

     4,223,061      4,529,139      4,962,510      5,369,989

Notes:

 

1. Net Income per Share was computed based on the average number of shares outstanding during the fiscal year.

 

2.

Beginning with the 85th fiscal year, the Company has adopted “Accounting Standards for Impairment of Fixed Assets.”

 

3.

In the year ended March 31, 2006 (“87th fiscal year”), the Company changed accounting for retirement benefits and accounting for precious metals forward contracts.

 

4. Beginning with the current fiscal year, the Company has applied ‘Accounting Standards for Bonuses to Directors’’, ‘Accounting Standards Presentation of shareholders’ equity’, ‘Accounting Standards Relating to Business Combinations’ and ‘Accounting Standards Relating to Business Separation’. Please see page 60, Changes to Accounting Policies, for details.

 

5. Figures less than ¥1 million and figures less than ¥1/100 (in the case of Net Income per Share) are truncated.

 

18


KEY ISSUES TO ADDRESS

 

1 MANAGEMENT PLAN THROUGH MARCH 2008

For the year ending March 2008, we are optimizing our strategic business portfolio and pursuing other measures under the four main policies outlined in our Medium-Term Management Outlook. Forecast net income and other items for the year ending March 2008 is as follows.

(Billions of yen)

 

     Forecast for FY ending
March 31, 2008
  

FY ended

March 31, 2007

   Change  

Gross profit

   940.0    903.7    36.3  

Operating income

   330.0    308.9    21.1  

Equity in earnings of affiliates

   140.0    153.1    (13.1 )

Net income

   370.0    301.5    68.5  

In the mineral resources and energy segments*, the sale of our entire stake in Indian iron ore mining company, Sesa Goa Ltd; part of Mitsui’s stake in Sakhalin II; and assets held in Wandoo Petroleum Pty Limited in Australia are reflected in higher estimated earnings for the year. Although benchmark grade iron ore contract prices for the year have increased 9.5%, oil prices have been forecast at US $58 per barrel, US $6 lower than in the previous year. Other operating segments, such as Machinery & Infrastructure Projects and Chemical, are also forecast to perform well in a favorable business environment. In the Foods & Retail segment, net income is expected to recover after the negative impact of impairment losses on goodwill and fixed assets recorded for Mitsui Norin Co., Ltd. (Japan) in the previous year.

 

* In April 2007, some business units within Mitsui were reorganized. These changes included the shift of new energy operations such as coal business and carbon credit trading business from Iron & Steel Raw Materials and Non-Ferrous Metals to the Energy segment, with the remaining operations renamed as Mineral & Metal Resources.

 

19


2 SAKHALIN II

On April 18, 2007, the shareholders of Sakhalin Energy Investment Company Ltd. (“Sakhlin Energy”), operator of the Sakhalin II project, signed a sale and purchase agreement with OAO Gazprom (“Gazprom”) for the transfer of shares in Sakhalin Energy. The shareholders of Sakhalin Energy Investment Company Ltd. are Royal Dutch Shell plc (“Shell”), Mitsui & Co., Ltd. and Mitsubishi Corporation. As a result of the agreement, Gazprom now holds 50% plus one share, Shell 27.5% minus one share, Mitsui 12.5% and Mitsubishi Corporation 10%. The total transaction amount was US $7.45 billion, of which Mitsui’s proceeds were US $1.8625 billion.

In addition, the Ministry of Natural Resources of the Russian Federation announced its approval of the revised Environmental Action Plan on April 16, 2007. This plan was prepared by Sakhalin Energy with input from all its shareholders, including Gazprom, and it covers environmental points with regard to fish stock and rare flora and fauna species.

The four shareholders will now move ahead as rapidly as possible to commence the first shipments of LNG on schedule to customers already contracted in Japan, Korea and the West Coast of the United States, and are making every effort to complete construction of the Sakhalin II project.

 

3 NAPHTHA TRADING LOSS AT MITSUI OIL (ASIA) PTE. LTD (Singapore)

In November 2006 it was discovered that a trader at Mitsui Oil (Asia) Pte. Ltd had concealed unrealized losses on naphtha trading positions that resulted in a loss of ¥ 9.6 billion when unwound. The Singapore police force, after receiving Mitsui Oil (Asia) Pte. Ltd.’s report of the situation, commenced investigations into the matter. We have since implemented a review of our centralized control of market risk exposure and revision of our loss limit system, and have continued to strengthen our trading administration systems of Mitsui Group companies.

 

20


PART II: CORPORATE OUTLINE

PRINCIPAL GROUP BUSINESS (AS OF MARCH 31, 2007)

The Group operates in the following segments: Iron & Steel Products; Iron & Steel Raw Materials and Non-Ferrous Metals; Machinery & Infrastructure Projects; Chemicals; Energy; Foods & Retail; and Lifestyle, Consumer Service and Information, Electronics & Telecommunication. We carry out a variety of activities in each segment, including sales, import and export, international trading and production, as well as operating a diverse range of service businesses such as transportation and finance. In addition, we engage in natural resource development, strategic business investment and a broad range of other business initiatives.

PRINCIPAL GROUP OFFICES (AS OF MARCH 31, 2007)

 

•      Domestic:

   Head Office    Chiyoda-ku, Tokyo
   Offices and Branches   

Sapporo Office, Tohoku Office (Sendai), Nagoya

     

Office, Osaka Office, Hiroshima Office, Fukuoka

     

Office, Niigata Branch, Hokuriku Branch (Toyama),

     

Takamatsu Branch

•      Overseas:

   Branches   

Singapore Branch, Kuala Lumpur Branch,

     

Manila Branch

   Trading Subsidiaries   

Mitsui & Co. (U.S.A.), Inc.

     

Mitsui & Co. Europe PLC (United Kingdom)

     

Mitsui & Co. (Australia) Ltd.

     

Mitsui & Co., Middle East Ltd. (U.A.E.)

Note: Other than those listed above, there are 7 offices in Japan and 142 offices overseas. For information regarding subsidiaries and other companies, including the above-listed entities and important subsidiaries and associated companies, please refer to page 24-25 of this document.

SHARES OF MITSUI & CO., LTD. (AS OF MARCH 31, 2007)

 

•     Number of shares authorized

   2,500,000,000 shares

•     Number of shares outstanding

   1,787,538,428 shares (including 2,693,031 treasury shares)

•     Number of shareholders

   102,324 shareholders

 

21


PRINCIPAL SHAREHOLDERS (AS OF MARCH 31, 2007)

 

Name of Shareholder

   Investment in Mitsui & Co., Ltd.
  

Number of

shares

(thousands)

  

Investment ratio

(%)

The Master Trust Bank of Japan, Ltd. (trust account)

   200,840    11.23

Japan Trustee Services Bank, Ltd. (trust account)

   163,325    9.13

Mitsui Life Insurance Company, Limited

   45,930    2.56

Sumitomo Mitsui Banking Corporation

   38,500    2.15

State Street Bank and Trust Company 505103

   36,716    2.05

Nippon Life Insurance Company

   35,070    1.96

Japan Trustee Services Bank, Ltd. (trust account 4)

   31,635    1.76

Note: In thousands of shares, rounded down

GROUP EMPLOYEES

 

Operating segment

  

Number of

Employees as

of March 31,

2007

  

Number of

Employees as

of March 31,

2006

  

Change in

Number of

Employees

 

Iron & Steel Products

   2,270    2,044    +226  

Iron & Steel Raw Materials and Non-Ferrous Metals

   2,425    2,504    (79 )

Machinery & Infrastructure Projects

   10,859    9,338    +1,521  

Chemicals

   3,731    3,735    (4 )

Energy

   1,516    1,384    +132  

Foods & Retail

   6,575    6,555    +20  

Lifestyle, Consumer Service and Information, Electronics & Telecommunication

   5,481    5,607    (126 )

Logistics & Financial Markets

   1,284    1,239    +45  

Americas

   2,316    2,888    (572 )

Europe

   1,081    1,078    +3  

Asia

   1,969    2,102    (133 )

Other Overseas Areas

   503    535    (32 )

All Other

   1,751    1,984    (233 )
                

Total

   41,761    40,993    +768  

Notes:

 

1. The above employee figures do not include temporary staff, seconded or part-time staff.

 

2. Of the 41,761 employees as of March 31, 2007, 5,843 were employed by the Company, (30 fewer than at the end of the previous fiscal period).

 

3. Following Corporate Staff Divisions restructuring in April 2006, the figures of ‘All Other’ as of March 31, 2007 is the number of employees in the Corporate Staff Division.

 

22


PRINCIPAL SOURCES OF BORROWINGS (AS OF MARCH 31, 2007)

Unit: Millions of yen, rounded down

 

Source of Borrowings

  

Amount

Borrowed by

the Company

Meiji Yasuda Life Insurance Company

   206,000

Nippon Life Insurance Company

   183,300

The Dai-Ichi Mutual Life Insurance Company

   166,000

Sumitomo Life Insurance Company

   153,000

Mitsui Life Insurance Company, Limited

   150,000

Sumitomo Mitsui Banking Corporation

   77,689

National Mutual Insurance Federation of Agricultural Cooperatives

   73,000

Japan Bank for International Cooperation

   169,705

 

23


PRINCIPAL SUBSIDIARIES

 

1 PRINCIPAL SUBSIDIARIES AND ASSOCIATED COMPANIES (As of March 31, 2007)

 

Subsidiary

  

Operating Segment

  

Capital

  

Percentage owned by
Mitsui & Co., Ltd.

  

Main Business

Mitsui & Co. (U.S.A.), Inc.    Americas    US$350,000 thousand    100    Trading
Mitsui Iron Ore Development
Pty. Ltd. (Australia)
   Iron and Steel
Raw Materials
and
Non-Ferrous
Metals
   A$20,000 thousand   

100

(20)

   Production and
marketing of iron ore
Mitsui E&P Middle East B.V.
(Netherlands)
   Energy    Euro18 thousand   

100

(100)

   Exploration, development and
production of oil
and natural gas
in Oman

Mitsui Coal Holdings Pty. Ltd.

(Australia)

   Iron and Steel
Raw Materials
and
Non-Ferrous
Metals
   A$196,593 thousand   

100

(30)

   Investment in
Australian coal
businesses
Mitsui Oil Exploration Co.    Energy    ¥33,133 million    50.34    Exploration, development and
production of oil and
natural gas resources

Associated Company

  

Operating Segment

  

Capital

  

Percentage owned by
Mitsui & Co., Ltd.

  

Main Business

Japan Australia LNG (MIMI)
Pty. Ltd. (Australia)
   Energy    A$369,050 thousand   

50

(50)

   Exploration,
development and
marketing of oil and
natural gas
Valepar S.A. (Brazil)    Iron & Steel
Raw Materials
and
Non-Ferrous
Metals
   R$7,083,206 thousand    18.24    Investment in Companhia Vale do Rio Doce, a mineral resources company in Brazil
Sakhalin Energy Investment
Company Ltd. (Bermuda)
   Energy    US$13,514,612 thousand   

25

(25)

   Exploration, development and marketing of oil and natural gas

Notes:

 

1. The figures in brackets represent indirect ownership through other subsidiaries.

 

2. The amount of capital of Sakhalin Energy Investment Company Ltd. reflects its capital increase up to March 31, 2007. Its fiscal year end is December 31, and it is accounted for under the equity method based on its financial statements for the year ended December 31.

 

3. The figures for capital have been rounded.

 

24


2 THE NUMBER OF SUBSIDIARIES AND ASSOCIATED COMPANIES

The number of subsidiaries and associated companies as of March 31, 2007, and for the previous three years, is as follows:

(Unit: companies)

 

      85th Fiscal Year    86th Fiscal Year    87th Fiscal Year    88th Fiscal Year

Subsidiaries

   347    356    314    315

Associated Companies Accounted for
under the Equity Method

   280    277    192    176

 

Note: The number of companies listed above excludes those affiliated companies of certain subsidiaries (other than overseas trading subsidiaries), which are consolidated or accounted for under the equity method by those subsidiaries and companies that are managed by overseas trading subsidiaries.

Furthermore, from the fiscal year under review those companies that are managed by overseas trading companies have been included with their managing company, and the data for the last three years has been updated and presented in the same way.

 

25


DETAILS OF SENIOR COMPANY OFFICERS (AND AUDITORS)

 

1. Directors and Corporate Auditors (as of March 2007)

 

Name

  

Title

  

Principal position(s)/Areas overseen

Nobuo Ohashi    Chairman and Director    Chairman, Governance Committee
Shoei Utsuda*   

President and

Chief Executive Officer

  

Chief Executive Officer

Chairman, Nomination Committee

Tetsuya Matsuoka*    Director    Infrastructure Projects Business Unit; Machinery Business Unit; Financial Markets Business Unit; Transportation Logistics Business Unit
Masataka Suzuki*    Director    First Chemicals Business Unit; Second Chemicals Business Unit; Foods & Retail Business Unit; Director, Mitsui & Co. Europe PLC; Director, Mitsui & Co., Middle East Ltd.
Hiroshi Tada*    Director    Iron & Steel Products Business Unit; Iron & Steel Raw Materials and Non-Ferrous Metals Business Unit; Energy Business Unit
Yasunori Yokote*    Director    Chief Compliance Officer; Chief Privacy Officer; Corporate Staff Division (Secretariat, Corporate Planning & Strategy Division, Human Resources & General Affairs Division, Information Strategic Planning Division, Corporate Communications Division, CSR Promotion Division, Legal Division, Logistics Management Division, Domestic Offices and Branches); New Business Promotion; Environmental Matters; Business Continuity Plan Management; DPF Matters; Chief Operating Officer, Business Process Re-Engineering Project Headquarters
Kazuya Imai*    Director    Chief Financial Officer; Corporate Staff Division (Investor Relations Division, Investment Administration Division, Business Process Control Division, Accounting Division, Finance Division, Credit Risk Management Division, Market Risk Management Division, Financial Planning Division); Deputy Chief Operating Officer, Business Process Re-Engineering Project Headquarters; Director, Mitsui & Co. (U.S.A), Inc.
Hiroshi Ito*    Director    Lifestyle Business Unit; Consumer Service Business Unit; Information, Electronics and Telecommunication Business Unit
Akishige Okada    Director   

Advisor, Sumitomo Mitsui Banking Corporation

Chairman, Remuneration Committee

Nobuko Matsubara    Director    Chairman, Japan Institute of Workers’ Evolution
Tasuku Kondo    Full time Corporate Auditor   
Hiroshi Matsuura    Full time Corporate Auditor   
Ko Matsukata    Corporate Auditor    Standing Advisor, Mitsui Sumitomo Marine and Fire Insurance Co., Ltd.
Yasutaka Okamura    Corporate Auditor    Attorney at Law
Hideharu Kadowaki    Corporate Auditor    Chairman, The Japan Research Institute, Limited
Naoto Nakamura    Corporate Auditor    Attorney at Law

Notes:

 

1. Akishige Okada and Nobuko Matsubara are external Directors.

 

2. Ko Matsukata, Yasutaka Okamura, Hideharu Kadowaki and Naoto Nakamura are external Corporate Auditors.

 

3. Representative Directors are marked with an asterisk.

 

4. Yasunori Yokote resigned as a Representative Director and a Director on March 31, 2007. Director Mr. Akira Chihaya passed away on January 22, 2007.

 

5. Full time Corporate Auditor Tasuku Kondo was formerly a General Manager of the Financial Division and Chief Financial Officer of the Company. He has considerable expertise in finance and accounting. Full time Corporate Auditor Hiroshi Matsuura was formerly a General Manager of the Credit Division and the General Manager of the Corporate Risk Management Division of the Company. He has considerable expertise in finance and accounting. Corporate Auditor Hideharu Kadowaki was formerly a Vice President and Representative Director of Sumitomo Mitsui Financial Group, Inc. He has considerable expertise in finance and accounting.

 

6. In addition to the foregoing, other significant representative and concurrent positions held by Directors and Corporate Auditors of the Company in other organizations are as follows.

 

26


Name

  

Representative and concurrent position(s) held in other organizations

Nobuo Ohashi    Ishikawajima-Harima Heavy Industries Co., Ltd    External Corporate Auditor
Masataka Suzuki    Gunze Limited    External Director
Hiroshi Ito   

Katakura Industries Co., Ltd.

Nihon Unisys, Ltd.

  

External Director

External Director

Akishige Okada   

Sumitomo Mitsui Banking Corporation

Sony Corporation

Daicel Chemical Industries, Ltd.

Hotel Okura Co., Ltd.

Toyota Motor Corporation

Mitsui Fudosan Co., Ltd.

  

Advisor

External Director

External Director

External Corporate Auditor

External Corporate Auditor

External Corporate Auditor

Akira Chihaya   

Nippon Steel Corporation

 

Tekko Kaikan Co., Ltd.

Hitachi, Ltd.

  

Representative Director and Chairman of Board of Directors

Representative Director and President

External Director

Nobuko Matsubara    Japan Institute of Workers’ Evolution    Chairman
Ko Matsukata   

Mitsui Sumitomo Marine and Fire Insurance Co., Ltd.

Mitsui Life Insurance Company Limited

  

Standing Advisor

External Corporate Auditor

Yasutaka Okamura    Toyota Motor Corporation    External Corporate Auditor
Hideharu Kadowaki   

The Japan Research Institute, Ltd.

Sagami Railway Co., Ltd

  

Chairman

External Corporate Auditor

Naoto Nakamura   

Eisai Co., Ltd.

Asahi Breweries, Ltd.

  

External Director

External Corporate Auditor

 

27


2. Executive Officers (as of 1 April 2007)

Note: Officers holding concurrent positions as Directors are marked with an asterisk.

 

Name

  

Title

  

Principal position(s)/Areas overseen

Shoei Utsuda*   

President and

Chief Executive Officer

  

Chief Executive Officer

Chairman, Internal Controls Committee

Gempachiro Aihara    Executive Vice President    Chief Operating Officer, Asia Pacific Business Unit
Hiroshi Tada*    Executive Vice President    Iron & Steel Products Business Unit; Mineral & Metal Resources Business Unit; First Energy Business Unit; Second Energy Business Unit
Yasunori Yokote    Executive Vice President    Chief Operating Officer, Americas Business Unit
Kazuya Imai*    Executive Vice President    Chief Financial Officer; Corporate Staff Division (Investor Relations Division, Investment Administration Division, First Business Process Control Division, Second Business Process Control Division, Third Business Process Control Division, Accounting Division, Finance Division, Credit Risk Management Division, Market Risk Management Division, Financial Planning Division); Deputy Chief Operating Officer, Business Process Re-Engineering Project; Chairman, Disclosure Committee; Director, Mitsui & Co. (U.S.A), Inc.
Toshihiro Soejima    Executive Vice President    Infrastructure Projects Business Unit; Motor Vehicles Business Unit; Marine & Aerospace Business Unit; Financial Markets Business Unit; Transportation Logistics Business Unit
Motokazu Yoshida    Senior Executive Managing Officer    Chief Information Officer; Corporate Staff Division (Information Strategic Planning Division, Corporate Planning & Strategy Division, Corporate Communication Division, CSR Promotion Division); New Business Promotion; Environmental Matters; Chief Operating Officer, Business Process Re-Engineering Project; Chairman, CSR Promotion Committee
Ken Abe    Senior Executive Managing Officer    Chief Operating Officer, EMEA (Europe, Middle East and Africa) Business Unit
Hiroshi Ito*    Senior Executive Managing Officer    First Consumer Service Business Unit; Second Consumer Service Business Unit; Foods & Retail Business Unit; Information, Electronics and Telecommunication Business Unit; Director, Mitsui & Co. (Asia Pacific) Pte. Ltd.
Yoshiyuki Izawa    Senior Executive Managing Officer    First Chemicals Business Unit; Second Chemicals Business Unit; Domestic Offices and Branches; Director, Mitsui & Co. Europe PLC; Chairman, Portfolio Management Committee
Junichi Matsumoto    Senior Executive Managing Officer    Chief Compliance Officer; Chief Privacy Officer; Corporate Staff Division (Secretariat, Corporate Auditor Division, Human Resources & General Affairs Division, Legal Division, Logistics Management Division); Business Continuity Plan Management; Chairman, Compliance Committee
Satoru Miura    Executive Managing Officer   
Takao Sunami    Executive Managing Officer    Chief Operating Officer, Marine & Aerospace Business Unit
Shunichi Miyazaki    Executive Managing Officer    General Manager, Internal Auditing Division
Shinjiro Ogawa    Executive Managing Officer    Chief Representative of Mitsui & Co., Ltd. in China
Toshimasa Furukawa    Executive Managing Officer    Chief Operating Officer, Infrastructure Projects Business Unit
Jitsuro Terashima    Executive Managing Officer    President & CEO, Mitsui Global Strategic Studies Institute
Motonori Murakami    Executive Managing Officer    Assistant to Senior Executive Managing Officers (Corporate Staff Division), Assistant to Chief Financial Officer; Chairman, SOA Sec. 404 Committee
Koji Nakamura    Executive Managing Officer    General Manager, Osaka Office
Kenichi Yamamoto    Executive Managing Officer    Chief Operating Officer, First Consumer Services Business Unit
Toshio Awata    Executive Managing Officer    General Manager, Nagoya Office
Kiyotaka Watanabe    Executive Managing Officer    Chief Operating Officer, Iron & Steel Products Business Unit
Masaaki Fujita    Executive Managing Officer    Chief Operating Officer, Foods & Retail Business Unit
Junichi Mizonoue    Executive Managing Officer    Chief Operating Officer, Second Chemicals Business Unit
Takao Omae    Executive Managing Officer    President, Mitsui Brasileira Importação e Exportação S.A.
Masaaki Murakami    Managing Officer    President, Mitsui & Co. Korea Ltd.
Norinao Iio    Managing Officer    Chief Operating Officer, Second Energy Business Unit
Osamu Koyama    Managing Officer    Executive Vice President, Mitsui & Co. (U.S.A.), Inc. and General Manager of Washington D.C. Office
Terukazu Okahashi    Managing Officer    Deputy General Manager, Osaka Office
Osamu Takahashi    Managing Officer    Chief Operating Officer, Information, Electronics and Telecommunication Business Unit
Hideyo Hayakawa    Managing Officer    General Manager, Legal Division
Hiraku Shimomaki    Managing Officer    Executive Vice President, Mitsui & Co. Europe PLC, President, Mitsui & Co. Deutschland GmbH
Shigeru Hanagata    Managing Officer    Chief Operating Officer, Motor Vehicles Business Unit
Masami Iijima    Managing Officer    Chief Operating Officer, Mineral & Metal Resources Business Unit
Seiichi Tanaka    Managing Officer    General Manager, Human Resources & General Affairs Division
Masayoshi Komai    Managing Officer    Deputy Chief Representative of Mitsui & Co., Ltd. in China; Managing Director, Mitsui & Co. (Shanghai) Ltd.
Katsumi Ogawa    Managing Officer    Chief Operating Officer, Financial Markets Business Unit
Akio Yamamoto    Managing Officer    President, Mitsui & Co., (Thailand) Ltd.
Takanori Setoyama    Managing Officer    Chief Operating Officer, First Chemicals Business Unit
Noriaki Sakamoto    Managing Officer    Executive Vice President, Mitsui Co. (U.S.A.), Inc.
Masahiko Okamura    Managing Officer    Chief Operating Officer, Second Consumer Services Business Unit
Fuminobu Kawashima    Managing Officer    Chief Operating Officer, First Energy Business Unit
Masaaki Iida    Managing Officer    Chief Operating Officer, Transportation Logistics Business Unit

 

28


3. Remuneration of Directors and Corporate Auditors

The remuneration of the Company’s Directors and Corporate Auditors was as follows:

 

    

Number of recipients

   Total remuneration
paid relating to the
year ended
March 31, 2007

Directors

   11    ¥ 884 million

Corporate Auditors

   6    ¥ 127 million

External Directors and Corporate Auditors (included in the above amounts)

   7    ¥ 61 million

Total

   17    ¥ 1,011 million

Notes:

 

1. As of March 31, 2007 there were 10 directors and 6 corporate auditors.

 

2. Limits on remuneration of Directors and Corporate Auditors have been determined by General Meeting of Shareholders resolutions as follows: for Directors, there is a total limit of ¥60 million per month (by resolution of June 27, 2002); for Corporate Auditors, there is a total limit of ¥12 million per month (by resolution of June 24, 2004).

 

3.

The above amounts include ¥271 million in bonuses for Directors (excluding external Directors), which is subject to approval at the 88th General Meeting of Shareholders on June 22, 2007.

 

4. In addition to the above amounts, the company paid pensions and retirement compensation (including payments that were determined for payment before abolition of the pension system) of ¥628 million to Directors, and ¥67 million to Corporate Auditors.

 

29


4. External Directors and external Corporate Auditors

 

(1) External Directors

 

Name

  

Concurrent appointments as External officers or executive directors of other companies

Akishige Okada

  

Sony Corporation

Daicel Chemical Industries, Ltd.

Hotel Okura Co., Ltd.

Toyota Motor Corporation

Mitsui Fudosan Co., Ltd.

    

External Director

External Director

External Corporate Auditor

External Corporate Auditor

External Corporate Auditor

Akira Chihaya

  

Nippon Steel Corporation

 

Tekko Kaikan Co., Ltd

Hitachi, Ltd.

    

Representative Director and Chairman of

Board of Directors

Representative Director and President

External Director

Note 1:  The Company has recurring transactions for the supply of steel raw materials to, and the purchase of steel products from, Nippon Steel Corporation, in which Director Akira Chihaya held the positions of Representative Director and Chairman of Board of Directors. There is no significant commercial relationship between the Company and Tekko Kaikan Co., Ltd. in which Akira Chihaya held the positions of Representative Director and President.

 

The Company has entered into agreements with its respective external Directors pursuant to Article 427(1) of the Corporate Law of Japan to limit their liability to the extent possible by law.

 

(2) External Corporate Auditors

 

Name

  

Concurrent appointments as external officers or executive directors of other organizations

Ko Matsukata

   Mitsui Life Insurance Company Limited      External Corporate Auditor

Yasutaka Okamura

   Toyota Motor Corporation      External Corporate Auditor

Hideharu Kadowaki

   Sagami Railway Co., Ltd      External Corporate Auditor

Naoto Nakamura

  

Eisai Co., Ltd.

Asahi Breweries, Ltd.

    

External Director

External Corporate Auditor

1. The Company has entered into agreements with its respective external Corporate Auditors pursuant to Article 427(1) of the Corporate Law of Japan to limit their liability to the extent possible by law.

 

30


(3) Major activities of external Directors and external Corporate Auditors

 

Name

  

Position

  

Major activities

Akishige Okada    External Director    Director, Akishige Okada (Director, Mitsui & Co., Ltd., since June 2003) participated in 13 of the 14 Board of Directors meetings held during the fiscal year under review. He made statements mainly from the perspective of his high degree of knowledge and varied experience of the banking business.
Akira Chihaya    External Director    Director, Akira Chihaya (Director, Mitsui & Co., Ltd., since June 2004) participated in 8 of the 10 Board of Directors meetings held during the fiscal year under review until his passing and retirement as a director on 22 January 2007. He made statements mainly from the perspective of his high degree of knowledge and varied experience of the manufacturing business.
Nobuko Matsubara    External Director    Director, Nobuko Matsubara (Director, Mitsui & Co., Ltd., since June 2006) participated in all 11 Board of Directors meetings held during the fiscal year under review since her appointment in June 2006. She made statements mainly from the perspective of her high degree of knowledge and varied experience of labor disputes while working as a Japanese public servant.
Ko Matsukata    External Corporate Auditor    Corporate Auditor, Ko Matsukata (Corporate Auditor, Mitsui & Co., Ltd., since June 1996) participated in 12 of the 14 Board of Directors meetings, and all 15 Board of Auditors meetings, held during the fiscal year under review. He made statements mainly from the perspective of his high degree of knowledge and varied experience of the insurance and finance businesses.
Yasutaka Okamura    External Corporate Auditor    Corporate Auditor, Yasutaka Okamura (Corporate Auditor, Mitsui & Co., Ltd., since June 2003) participated in 13 of the 14 Board of Directors meetings, and 14 of the 15 Board of Auditors meetings, held during the fiscal year under review. He made statements mainly from the perspective of his high degree of knowledge and varied experience obtained from his many years as a prosecutor and attorney at law.
Hideharu Kadowaki    External Corporate Auditor    Corporate Auditor, Hideharu Kadowaki (Corporate Auditor, Mitsui & Co., Ltd., since June 2004) participated in 13 of the 14 Board of Directors meetings, and 14 of the 15 Board of Auditors meetings, held during the fiscal year under review. He made statements mainly from the perspective of his high degree of knowledge and varied experience of the banking business.
Naoto Nakamura    External Corporate Auditor    Corporate Auditor, Naoto Nakamura (Corporate Auditor, Mitsui & Co., Ltd., since June 2006) participated in 7 of the 11 Board of Directors meetings, and 8 of the 11 Board of Auditors meetings, held during the fiscal year under review since his appointment in June 2006. He made statements mainly from the perspective of his high degree of knowledge and varied experience obtained working as an attorney at law predominantly in the corporate law field.

Notes

 

1: During the period of office of External Directors Akishige Okada, Akira Chihaya and Nobuko Matsubara, the concealment of losses in relation to naphtha trading transactions at the Company's wholly owned subsidiary Mitsui Oil (Asia) Pte. Ltd. through incorrect market price reporting came to light. The above External Directors have made various contributions to the Board of Directors, etc, from the point of view of compliance and strengthening governance on regular basis, and after it came to light, they also made varied proposals and contributions following the event towards further strengthening governance systems to prevent reoccurrence.

 

2: During the period of office of External Corporate Auditors Ko Matsukata, Yasutaka Okamura, Hideharu Kadowaki and Naoto Nakamura, the concealment of losses in relation to naphtha trading transactions at the Company's wholly owned subsidiary Mitsui Oil (Asia) Pte. Ltd. through incorrect market price reporting came to light. The above External Corporate Auditors, following discussion by the Board of Corporate Auditors, etc, have made various contributions to the Board of Directors, etc, from the point of view of compliance and strengthening governance on regular basis. After it came to light, they also made varied proposals and contributions following the event towards further strengthening governance systems to prevent reoccurrence.

 

31


DETAILS OF INDEPENDENT AUDITORS

 

1. Name of Independent Auditor

Deloitte Touche Tohmatsu, a Japanese member firm of Deloitte Touche Tohmatsu (a Swiss Verein)

 

2. Remuneration paid to Independent Auditor

 

   

Total remuneration paid by the Company to its Independent Auditor relating to the fiscal year under review: ¥695 million

 

   

Total amount of monetary and other economic benefits payable by the Company and its subsidiaries to Independent Auditor: ¥1462 million

 

3. Non-Audit Services

The Company has engaged its Independent Auditor provide “tax related services”, etc, being services falling outside the scope of Article 2(1) of the Certified Public Accountants Law (non-audit services).

 

4. Policy on the Removal and Decision not to Re-Appoint Independent Auditor

The Company has the following policy on the removal of, and decisions not to re-appoint, Independent Auditor.

 

1. The tenure of the Independent Auditor is one year, and they may be re-appointed.

 

2. The appointment and removal of, and decisions not to re-appoint, Independent Auditor is/are resolved by the Board of Directors to be referred for discussion and resolution at the General Meeting of Shareholders, after obtaining the approval of the Board of Corporate Auditors. The re-appointment of Independent Auditor is determined by resolution of the Board of Directors after obtaining the approval of the Board of Corporate Auditors.

 

3. Where the Independent Auditor have breached or contravened law or regulation such the Corporate Law of Japan or the Certified Public Accountants Law, or have conducted themselves in breach of public policy or breached their contract of engagement, the Board of Directors considers whether or not it is appropriate to refer the removal of, or decisions not to re-appoint, Independent Auditor to the General Meeting of Shareholders for discussion and resolution.

 

4. The Board of Corporate Auditors may remove the Independent Auditor with the approval of each Corporate Auditor if the circumstances outlined in the respective provisions of Article 340(1) of the Corporate Law of Japan apply.

Note: Among the Company’s principal subsidiaries, Mitsui & Co. (U.S.A.) Inc. is audited by Deloitte & Touche LLP (U.S.A.), Mitsui E&P Middle East B.V. is audited by Deloitte Accountants B.V. (Netherlands), and Mitsui Iron Ore Development Pty Ltd and Mitsui Coal Holdings Pty Ltd are audited by Deloitte Touche Tohmatsu (Australia).

 

32


NECESSARY SYSTEMS TO ENSURE APPROPRIATE OPERATIONS

Mitsui’s Board of Directors, ahead of the introduction of the Corporate Law of Japan in May 2006, approved at the Board of Directors meeting held on 29 March 2006, certain “necessary systems to ensure appropriate operations” (pursuant to Article 362(4)(6) of the Corporate Law of Japan), and these were published in outline in the Business Report for the fiscal year ending 31 March 2006 and in full text on Mitsui’s webpage. Mitsui is working as hard as possible to appropriately operate these “necessary systems to ensure appropriate operations”, and while there appears to be no particular problem of content, these systems have been partially revised for further improvement, which revisions were approved by the Board of Directors meeting held on 28 March 2007. An outline of the revised systems follows (with the revisions in italics). Further detail can be found via the following link on Mitsui’s webpage (http://www.mitsui.co.jp/en/company/governance/02/index.html).

 

1 SYSTEMS TO ENSURE THAT PERFORMANCE OF DUTIES BY DIRECTORS AND EMPLOYEES COMPLIES WITH LAWS AND REGULATIONS AND THE ARTICLES OF INCORPORATION

 

(a) Mitsui recognises that “compliance” does not end with the observance of laws and regulations, but also includes a wider sense of ethics, and has made compliance by officers and employees in the course of carrying out their duties one of its most important priorities. Based upon this recognition, Mitsui has established “BUSINESS CONDUCT GUIDELINES FOR EMPLOYEES AND OFFICERS OF MITSUI & CO., LTD.”.

 

(b) Mitsui has established a Compliance Committee, headed by Chief Compliance Officer (CCO), with the objective of maintaining a compliance system. Moreover, Mitsui carries out compliance training and other measures to improve awareness of compliance issues, and has set up several avenues, both internal and external, for its employees to report, and consult, on compliance matters. Mitsui also conducts daily monitoring and periodical auditing to ensure its compliance regime is observed, and takes disciplinary actions on violations.

 

(c) Mitsui’s Corporate Auditors, in their independent role and with a mandate from shareholders, monitor the observance of laws and regulations, and the Articles of Incorporation, amongst other things, by Directors and employees in the performance of their duties.

 

(d) In order to strengthen the supervisory function of the Board of Directors, as well as appointing an appropriate number of external Directors and Corporate Auditors, Mitsui has established various advisory committees which include external Directors and Corporate Auditors as committee members, whereby Mitsui ensures transparency and objectivity of management.

 

33


2 SYSTEMS TO STORE AND CONTROL INFORMATION RELATED TO DUTIES PERFORMED BY DIRECTORS COMPLIES WITH LAWS AND REGULATIONS AND THE ARTICLES OF INCORPORATION

Mitsui has placed its Director responsible for its Corporate Staff Divisions in charge of its information storage and control systems. Mitsui stores and controls material information related to duties performed by Directors, including minutes of General Meetings of Shareholders and the Board of Directors, in hard-copy or electronic format, in accordance with its Documentation Management Regulations and is Information Systems Regulations and relevant manuals.

 

3 REGULATIONS AND SYSTEMS RELATED TO MANAGEMENT OF RISK OF LOSS COMPLIES WITH LAWS AND REGULATIONS AND THE ARTICLES OF INCORPORATION

 

a) By aligning business units to products and services, and regions (regional headquarters are located in: (i) the Americas; (ii) Europe, the Middle East and Africa; and (iii) Asia and the Pacific), the heads of Mitsui’s business units and overseas operations manage these businesses within the scope of authority granted to them either under Mitsui’s “Rules on Delegation of Authority” or as authorized through Mitsui’s “internal authorization system”, and manage risks of losses (“Risks”) that arise from businesses within the scope of their authority.

 

b) Mitsui’s Corporate Staff Divisions, including the Corporate Planning and Strategy Division, the Investment Administration Division and the Credit Risk Management Division, have established and oversee an integrated risk management system to manage holistically the various Risks which Mitsui faces in its businesses. This risk management system is centered around the Internal Controls Committee and the Portfolio Management Committee, with each of the Corporate Staff Divisions cooperating with each other, to manage respective Risks for which they are primarily responsible for oversight.

 

c) Mitsui has established systems in order to respond to Risks which occur both in ordinary times and in times of crisis, with the establishment of a Crisis Management Headquarters, headed by Mitsui’s President, to respond to crises in accordance with the Crisis Management Headquarters Regulations and the Business Continuity Management Regulations.

 

4 SYSTEMS TO ENSURE EFFECTIVE AND EFFICIENT EXECUTION OF DIRECTORS’ DUTIES

 

a) Mitsui limits the number of its Directors to the maximum number which allows for effective discussion. The Board of Directors oversees each Director in the performance of his/her duties to check effective and appropriate management.

 

b) In order to increase the efficiency with which the Directors perform their management duties, Mitsui has adopted an “Executive Officer System”. The Board of Directors appoints, and delegates authority and tasks to, Executive Officers.

 

34


c) Mitsui has introduced systems where matters are discussed at a level appropriate to their materiality and importance. In line with this, Mitsui has established various committees, such as the Corporate Management Committee and the Portfolio Management Committee, to enhance efficient and appropriate management decisions.

 

d) Mitsui has adopted business units aligned to its products and services, and regions, making it possible for each Chief Operating Officer to implement timely management decisions by delegating certain authority to them in accordance with Mitsui’s “rules of authority”. Mitsui has implemented an “internal authorization system” for matters which are beyond the delegated authority of each Chief Operating Officer. Within such system, Mitsui’s representative Director(s) makes a final decision in the best interests of the Company, following deliberations by the relevant Corporate Staff Divisions.

 

e) Mitsui has systems for the efficient conduction of business, whereby Medium-Term Management Outlook and annual business plans are created, and various management initiatives are implemented in accordance with those plans and forecasts, with the Board of Directors regularly checking upon progress.

 

5 SYSTEMS TO ENSURE PROPER OPERATIONS IN THE GROUP

 

a) Mitsui has implemented “Rules for Supervising Officers of Subsidiaries and Associated Companies” which, based on the general principle of the autonomy of its subsidiaries and associated companies, ensure that Mitsui’s subsidiaries and associated companies report their operating results and financial conditions, enable Mitsui to establish and maintain appropriate group-wide management frameworks and provide for Mitsui’s participation in the management and/or governance of its subsidiaries and associated companies as appropriate to its equity investor status. Supervising officers in charge of respective subsidiaries and associated companies are appointed to monitor these companies appropriately.

 

b) Mitsui requires its major subsidiaries and associated companies to carry out regular auditing to check their compliance with laws and regulations as well as their internal rules and policies. Additionally, Mitsui reviews and analyses such results to promote improvement.

 

c) If Mitsui’s subsidiaries or associated companies discover compliance breaches by Mitsui’s officers or employees, or are requested to act in ways which may possibly constitute a compliance breach, there are avenues by which these matters can be reported to Mitsui's Compliance Committee both internally and externally.

 

6 SYSTEMS RELATING TO EMPLOYEES ASSIGNED TO ASSIST CORPORATE AUDITORS, AND THE INDEPENDENCE OF SUCH EMPLOYEES FROM DIRECTORS

 

a) The Corporate Auditor Division is resourced to assist Mitsui’s Corporate Auditors, with three or more full time employees who are under the sole direction of Mitsui’s Corporate Auditors.

 

b) In order to ensure the independence of the Corporate Auditor Division from Mitsui’s Directors, the organization and assignment of employees to the Corporate Auditor Division is determine by Mitsui’s Representative Director with the approval of the Corporate Auditors.

 

35


7 SYSTEMS FOR DIRECTORS AND EMPLOYEES TO REPORT TO CORPORATE AUDITORS

 

a) Corporate Auditors may attend Corporate Management Committee and other material meetings, may request copies of principal “internal authorization” and other material documents, may have regular meetings with the Chairman, the President, other Directors, the Executive Officers or other management staff, and may request reports from all management levels from time to time.

 

b) If Directors discover circumstances which carry the risk of serious loss or consequence to Mitsui, they promptly report the same to the Board of Corporate Auditors. Employees may also, as necessary, report or discuss compliance matters to or with Corporate Auditors.

 

c) Mitsui’s Corporate Auditors visit its major subsidiaries and associated companies to conduct audits, and collaborate with the corporate auditors of those companies.

 

8 OTHER SYSTEMS TO ENSURE EFFECTIVE AUDITING BY CORPORATE AUDITORS

 

a) The Directors familiarize themselves with the “Auditing Standards for Corporate Auditors”, recognize the importance and usefulness of auditing by Corporate Auditors and maintain an appropriate environment for auditing.

 

b) The Corporate Auditors may request cooperation from the Internal Auditing Division, the Legal Division and the Accounting Division, as well as other divisions with regard to their auditing.

 

c) The Corporate Auditors maintain close contact with Mitsui’s independent auditors.

 

d) The Corporate Auditors may request the assistance of full-time corporate legal counsel and other external expert professional advisors.

 

36


CONSOLIDATED BALANCE SHEETS

ASSETS

 

(Millions of Yen)

  

March 31,

2007

    March 31,
2006(*)
 

Current Assets

    

Cash and cash equivalents

   ¥ 800,032     ¥ 697,065  

Time deposits

     6,591       37,028  

Marketable securities

     11,670       26,860  

Trade receivables:

    

Notes and loans, less unearned interest

     475,271       439,187  

Accounts

     2,199,614       1,997,093  

Associated companies

     240,950       169,709  

Allowance for doubtful receivables

     (29,824 )     (26,703 )

Inventories

     696,470       695,754  

Advance payments to suppliers

     96,702       92,150  

Deferred tax assets—current

     21,354       32,569  

Derivative assets

     254,319       320,134  

Other current assets

     300,627       265,985  
                

Total current assets

     5,073,776       4,746,831  
                

Investments and Non-current Receivables:

    

Investments in and advances to associated companies

     1,587,571       1,300,587  

Other investments

     1,238,853       935,675  

Non-current receivables, less unearned interest

     462,935       444,487  

Allowance for doubtful receivables

     (69,775 )     (84,513 )

Property leased to others—at cost, less accumulated depreciation

     259,240       218,583  
                

Total investments and non-current receivables

     3,478,824       2,814,819  
                

Property and Equipment—at Cost:

    

Land, land improvements and timberlands

     191,537       203,170  

Buildings, including leasehold improvements

     379,814       349,904  

Equipment and fixtures

     790,510       472,069  

Mineral rights

     151,752       80,953  

Vessels

     33,666       22,376  

Projects in progress

     130,529       55,278  
                

Total

     1,677,808       1,183,750  

Accumulated depreciation

     (689,508 )     (437,581 )
                

Net property and equipment

     988,300       746,169  
                

Intangible Assets, less Accumulated Amortization

     104,445       98,811  
                

Deferred Tax Assets—Non-current

     34,972       47,947  
                

Other Assets

     132,995       119,001  
                

Total

   ¥ 9,813,312     ¥ 8,573,578  
                

 

(*) Supplementary information

(continued on next page)

 

37


(continued from previous page)

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

(Millions of Yen)

   March 31,
2007
    March 31,
2006(*)
 

Current Liabilities:

    

Short-term debt

   ¥ 658,747     ¥ 540,797  

Current maturities of long-term debt

     371,865       353,185  

Trade payables:

    

Notes and acceptances

     98,199       100,402  

Accounts

     1,966,800       1,762,224  

Associated companies

     64,730       108,252  

Accrued expenses:

    

Income taxes

     85,692       63,739  

Interest

     25,324       22,485  

Other

     84,625       72,848  

Advances from customers

     113,586       104,500  

Derivative liabilities

     198,735       214,460  

Other current liabilities

     141,899       168,049  
                

Total current liabilities

     3,810,202       3,510,941  
                

Long-term Debt, less Current Maturities

     2,887,528       2,658,735  
                

Accrued Pension Costs and Liability for Severance Indemnities

     33,209       36,769  
                

Deferred Tax Liabilities—Non-current

     450,181       318,911  
                

Other Long-term Liabilities

     283,226       252,155  
                

Minority Interests

     238,687       118,160  
                

Shareholders’ Equity:

    

Common stock—no par value

     323,213       295,766  

Authorized, 2,500,000,000 shares:
Issued, 1,787,538,428 shares in 2007 and
1,725,018,515 shares in 2006(*)

    

Capital surplus

     417,900       390,488  

Retained earnings:

    

Appropriated for legal reserve

     39,670       38,508  

Unappropriated

     1,072,234       825,306  

Accumulated other comprehensive income:

    

Unrealized holding gains and losses on available-for-sale securities

     258,922       216,099  

Foreign currency translation adjustments

     (9,409 )     (83,279 )

Minimum pension liability adjustment

     —         (5,417 )

Defined benefit pension plans

     2,287       —    

Net unrealized gains and losses on derivatives

     8,930       2,439  
                

Total accumulated other comprehensive income (loss)

     260,730       129,842  
                

Treasury stock, at cost : 2,911,367 shares in 2007 and 2,064,447 shares in 2006(*)

     (3,468 )     (2,003 )
                

Total shareholders’ equity

     2,110,279       1,677,907  
                

Total

   ¥ 9,813,312     ¥ 8,573,578  
                

 

(*) Supplementary information

 

38


STATEMENTS OF CONSOLIDATED INCOME

 

(Millions of Yen)

   Year ended
March 31,
2007
    Year ended
March 31,
2006(*)
 

Revenues:

    

Sales of products

   ¥ 4,174,026     ¥ 3,479,709  

Sales of services

     557,406       512,185  

Other sales

     149,309       123,577  
                

Total revenues

     4,880,741       4,115,471  
                

Total Trading Transactions:

    

Year ended March 31, 2007: ¥15,357,656 million

    

Year ended March 31, 2006: ¥14,885,772 million(*)

    

Cost of Revenues:

    

Cost of products sold

     3,743,252       3,109,607  

Cost of services sold

     159,090       130,358  

Cost of other sales

     74,721       57,216  
                

Total cost of revenues

     3,977,063       3,297,181  
                

Gross Profit

     903,678       818,290  
                

Other Expenses (Income):

    

Selling, general and administrative

     581,505       550,052  

Provision for doubtful receivables

     13,273       48  

Interest income

     (50,680 )     (38,314 )

Interest expense

     92,467       59,442  

Dividend income

     (50,098 )     (30,711 )

Gain on sales of securities—net

     (58,809 )     (37,818 )

Loss on write-down of securities

     11,687       10,643  

Gain on disposal or sales of property and equipment—net

     (5,626 )     (5,993 )

Impairment loss of long-lived assets

     19,664       24,252  

Impairment loss of goodwill

     16,528       —    

Compensation and other charges related to DPF incident

     (3,864 )     9,000  

Other expense(Income)—net

     7,491       (637 )
                

Total other expenses

     573,538       539,964  
                

Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings

     330,140       278,326  
                

 

(*) Supplementary information

[Continued on next page]

 

39


[Continued from previous page]

(Millions of Yen)

  

Year ended
March 31,

2007

    Year ended
March 31,
2006(*)
 

Income Taxes:

    

Current

     141,976       106,517  

Deferred

     17,016       28,500  
                

Total

     158,992       135,017  
                

Income from Continuing Operations before Minority Interests and Equity in Earnings

     171,148       143,309  

Minority Interests in Earnings of Subsidiaries

     (26,022 )     (21,540 )

Equity in Earnings of Associated Companies—Net (After Income Tax Effect)

     153,105       94,250  
                

Income from Continuing Operations

     298,231       216,019  

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

     3,271       (13,610 )
                

Net Income

   ¥ 301,502     ¥ 202,409  
                

 

(*) Supplementary information

 

40


STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

 

(Millions of Yen)

   Year ended
March 31,
2007
    Year ended
March 31,
2006(*)
 

Common Stock:

    

Balance at beginning of the year

   ¥ 295,766     ¥ 192,493  

Issuance of common stock

     —         102,576  

Common stock issued upon conversion of bonds

     27,447       697  
                

Balance at end of the year

     323,213       295,766  
                

Capital Surplus:

    

Balance at beginning of the year

     390,488       288,048  

Issuance of common stock

     —         101,733  

Conversion of bonds

     27,359       695  

Gain on sales of treasury stock

     53       12  
                

Balance at end of the year

     417,900       390,488  
                

Retained Earnings:

    

Appropriated for Legal Reserve:

    

Balance at beginning of the year

     38,508       37,018  

Transfer from unappropriated retained earnings

     1,162       1,490  
                

Balance at end of the year

     39,670       38,508  
                

Unappropriated:

    

Balance at beginning of the year

     825,306       656,032  

Net income

     301,502       202,409  

Dividends paid

     (53,412 )     (31,645 )

Cash dividends paid per share

    

Year ended March 31, 2007: ¥31.0

    

Year ended March 31, 2006: ¥20.0

    

Transfer to retained earnings appropriated for legal reserve

     (1,162 )     (1,490 )
                

Balance at end of the year

     1,072,234       825,306  
                

Accumulated Other Comprehensive Income (Loss)

    

(After Income Tax Effect):

    

Balance at beginning of the year

     129,842       (49,551 )

Unrealized holding gains and losses on available-for-sale securities

     42,823       115,920  

Foreign currency translation adjustments

     73,870       59,508  

Minimum pension liability adjustment

     1,058       274  

 

(*) Supplementary information

[Continued on next page]

 

41


[Continued from previous page]

(Millions of Yen)

   Year ended
March 31,
2007
    Year ended
March 31,
2006(*)
 

Adjustment to initially apply SFAS No. 158

     6,646       —    

Net unrealized gains and losses on derivatives

     6,491       3,691  
                

Balance at end of the year

     260,730       129,842  
                

Treasury Stock, at cost:

    

Balance at beginning the year

     (2,003 )     (1,212 )

Purchases of treasury stock

     (1,633 )     (862 )

Sales of treasury stock

     168       71  
                

Balance at end of the year

     (3,468 )     (2,003 )
                

Summary of Changes in Equity from Nonowner Sources (Comprehensive income):

    

Net income

     301,502       202,409  

Other comprehensive income

    

(After income tax effect):

    

Unrealized holding gains and losses on available-for-sale securities

     42,823       115,920  

Foreign currency translation adjustments

     73,870       59,508  

Minimum pension liability adjustment

     1,058       274  

Net unrealized gains and losses on derivatives

     6,491       3,691  
                

Changes in equity from nonowner sources

   ¥ 425,744     ¥ 381,802  
                

 

(*) Supplementary information

 

Note: Appropriations of retained earnings are reflected in the consolidated financial statements upon shareholders’ approval.

 

42


Notes to Consolidated Financial Statements (Year ended March 31, 2007)

Notes to Basic Significant Matters Regarding Preparation of Consolidated Financial Statements

1. Subsidiaries and Associated Companies

 

(1) Subsidiaries            315 companies

Mitsui & Co. (U.S.A.), Inc., Mitsui Iron Ore Development Pty. Ltd.,

Mitsui E&P Middle East B.V., Mitsui Coal Holdings Pty. Ltd.,

Mitsui Oil Exploration Co., Ltd., and others

 

(2) Associated companies accounted for under the equity method            176 companies

Japan Australia LNG (MIMI) Pty. Ltd., Valepar S.A.,

Sakhalin Energy Investment Company Ltd., and others

The number of companies listed above excludes affiliated companies which are consolidated or accounted for under the equity method by subsidiaries (other than overseas trading subsidiaries) and companies which are managed by overseas trading subsidiaries. Those excluded companies are totaled 375 as of March 31, 2007.

2. Summary of Significant Accounting Policies

 

(1) Basis of consolidated financial statements

The consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”), as provided for under the first clause of Article 148 of the accounting regulation of the Corporate Law of Japan. In accordance with the provision of the clause, certain disclosures required by U.S. GAAP have been omitted.

 

(2) Inventories

Stated at the lower of cost, principally on the specific-identification basis, or market.

 

(3) Debt and marketable equity securities

Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” has been adopted.

 

Trading securities:

   Carried at fair value. Unrealized holding gains and losses are included in earnings.

Held-to-maturity securities:

   Measured at amortized cost. Premiums and discounts amortized in the period are included in interest income.

Available-for-sale securities:

   Carried at fair value with related unrealized holding gains and losses reported in accumulated other comprehensive income in shareholders’ equity on a net-of-tax basis. The cost of available-for-sale securities sold is determined based on the moving-average cost method.

 

(4) Depreciation of property and equipment

Principally the declining-balance method is used for assets located in Japan.

Principally the straight-line method is used for assets located outside Japan.

Either the straight-line method or the unit-of-production method is used for mineral rights.

 

(5) Allowances and Reserves

Allowance for doubtful receivables:

An impairment loss for a specific loan deemed to be impaired is measured in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan—an amendment of FASB Statements No. 5 and 15.”

An allowance for doubtful receivables is recognized for all receivables not subject to the accounting requirement of SFAS No. 114 based primarily upon credit loss experiences of Mitsui & Co., Ltd. and subsidiaries (collectively, the “companies”) and an evaluation of potential losses in the receivables.

Pension costs and severance indemnities:

In accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” and SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)”, accrued pension costs and the liability for severance indemnities for the employee’s retirement benefits are accrued based on the projected benefit obligations and the fair value of plan assets as of March 31, 2007. In previous years, when accrued pension costs and the liability for severance indemnities are less than the difference between the accumulated benefit obligation, which differs from the projected benefit obligation in that it includes no assumption about future compensation levels, and the fair value of plan assets, an additional minimum liability is recognized.

The unrecognized prior service cost is amortized over the average remaining service period of employees.

The amount of the unrecognized net actuarial loss as of the beginning of the year, which exceeds 10 percent of the greater of the projected benefit obligation or the fair value of plan assets is amortized over 7 years for the contributory Corporate Pension Fund of Mitsui & Co., Ltd. (the “Company”) and over the average remaining service period for other defined benefit pension plans.

 

43


(6) All transactions are accounted for net of national and/or regional consumption taxes.

 

(7) Goodwill and other intangible assets

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and identifiable intangible assets determined to have an indefinite useful life are not amortized but tested for impairment annually or more frequently if impairment indicators arise.

Identifiable intangible assets with a finite useful life are amortized over their respective estimated useful lives using the straight-line method.

 

(8) Total trading transactions

Total trading transactions, as presented in the accompanying Statements of Consolidated Income, are a voluntary disclosure as permitted by Financial Accounting Standards Board Emerging Issues Task Force Issue (“EITF”) No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent,” and represent the gross transaction volume or the aggregate nominal value of the sales contracts in which the companies act as principal and transactions in which the companies serve as agent. Total trading transactions should not be construed as equivalent to, or a substitute or a proxy for, revenues, or as an indicator of the companies’ operating performance, liquidity or cash flows generated by operating, investing or financing activities. The companies have included the gross transaction volume information because similar Japanese trading companies have generally used it as an industry benchmark. As such, management believes that total trading transactions are a useful supplement to the results of operations information for users of the consolidated financial statements.

 

(9) Discontinued operations

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the companies present the results of discontinued operations, including operations of a subsidiary that either has been disposed of or is classified as held for sale, as a separate line item in the Statements of Consolidated Income under income (loss) from discontinued operations—net (after income tax effect). The figures of the Statements of Consolidated Income for the prior year related to the discontinued operations have been reclassified to conform to the current year presentation.

3. Summary of a Change in Significant Accounting Policies

Accounting for Pension Costs and severance indemnities

On March 31, 2007, the companies adopted the recognition provisions of SFAS No. 158

SFAS No. 158 requires the recognition of the overfunded or underfunded status of a defined benefit plan as an asset or liability in the statement of financial position and the recognition of changes in that funded status in comprehensive income in the year in which the changes occur.

Upon adoption of SFAS No. 158, Other Assets increased by ¥11,138 million and Total accumulated other comprehensive income increased by ¥6,646 million as of March 31, 2007.

Notes to Consolidated Balance Sheets

1. Assets pledged and related liabilities

 

(1) Assets pledged as security

   ¥429,965 million

The following assets were pledged as collateral:

  

Trade receivables

   ¥138,503 million

(current and non-current)

  

Inventories

   ¥61,016 million

Investments

   ¥108,918 million

Property leased to others

   ¥52,343 million

(net book value)

  

Property and equipment

   ¥57,162 million

(net book value)

  

Other

   ¥14,023 million

(2) Related liabilities

   ¥225,155 million

In addition to the above, bank borrowings under certain provisions of loan agreements which require the Company, upon the request of the bank, to provide collateral, which is not specified in the loan agreements, were ¥86,662 million.

 

44


2. Contingent liabilities

(1) Guarantees

 

Financial guarantees

   ¥166,658 million

Performance guarantees

   ¥24,997 million

Market value guarantees

   ¥58,234 million

Derivative instruments

   ¥40,543 million

Market value guarantees include obligations to repurchase bills of exchange of ¥51,533 million.

The figure for derivative instruments is the aggregation of notional amounts computed based on the strike prices and quantities of written put options. Written put options of the companies meet the accounting definition of guarantees when it is probable that the counterparties of the derivative contracts have underlying assets or liabilities. The companies disclose written put options that meet the definition of guarantees, with consideration of the business relationship with counterparties.

Most of these derivative instruments are used as a part of trading transactions in the commodity markets, and the companies monitor the positions of derivative instruments which are subject to certain position and loss limits. In addition to the above, the companies are members of major commodity exchanges in Japan and overseas. In connection with these memberships, the companies provide guarantees to the exchanges. Under the membership agreements, if a member becomes unable to satisfy its obligations to the exchange, the other members would be required to meet such shortfalls. The outstanding balance of guarantees related to these joint obligations is not quantifiable and the probability of being required to make any payments under these obligations is remote.

(2) Other

The Company was audited by the Tokyo Regional Taxation Bureau with regard to transfer price taxation in connection with the LNG Project in Western Australia for the period of six fiscal years from the year ended March 31, 2000 to the year ended March 31, 2005. On June 30, 2006, the Company received a notice of tax assessment from the Tokyo Regional Taxation Bureau for the one year ended March 31, 2000. Based on the notice of assessment, the taxable income was corrected by ¥4,863 million and the additional tax liabilities for income taxes were ¥2,375 million. The Company has paid the additional taxes and recorded the amount as Income Taxes—Current. The Company disagrees with the assessment and registered its protest in August 2006, and in addition, lodged an application in November 2006 for the mutual agreement procedure pursuant to a provision in the tax treaty between Japan and Australia in order to settle the double taxation.

The Company considers that it is probable that the double taxation will be excluded by the mutual agreement procedure, and the amount of the correction for the year ended March 31, 2000 and the final correction and tax liabilities for the period from the year ended March 31, 2001 to the year ended March 31, 2005, if any, will be affected by the result of the mutual agreement procedure. Because the mutual agreement procedure has not been agreed yet, it is not possible at this time to reasonably estimate the amount of potential impact on the Company’s financial position and results of operations. Accordingly, except for payment based on the received assessment the amount of potential loss and the related allowance are not reflected in the consolidated financial statements for the year ended March 31, 2007.

 

45


Notes to Statements of Consolidated Shareholders’ Equity

 

1. Number of common stock issued as of March 31, 2007             1,787,538,428 shares

 

2. Dividends from capital surplus and/or retained earnings

 

Resolution

  

Total amount of
dividends

(millions of yen)

  

Dividend per share

(yen)

   Record date    Effective date

Ordinary general meeting of shareholders held on June 23, 2006

   24,123    14    March 31, 2006    June 26, 2006

Board of Directors’ meeting held on October 31, 2006

   29,289    17    September 30,
2006
   December 1, 2006

Scheduled Resolution

  

Total amount of
dividends

(millions of yen)

  

Dividend per share

(yen)

   Record date    Effective date

Ordinary general meeting of shareholders to be held on June 22, 2007

   30,342    17    March 31, 2007    June 25, 2007

Per Share Information

 

Net Assets per Share

   ¥ 1,182.48

Basic Net Income per Share

   ¥ 174.26

Diluted Net Income per Share

   ¥ 165.32

Subsequent Events

Sale of 51% Stake in Indian Iron Ore Company.

On April 23, 2007, Earlyguard Ltd., a wholly owned subsidiary of the Company signed an agreement with Vedanta Resources plc and sold 100% of its investment in Finsider International Company Ltd. located in the United Kingdom for ¥116,719 million (U.S.$981 million). Finsider International Company Ltd. held 51% of the issued shares of an Indian iron ore mining company, Sesa Goa Ltd. Gain on sales of securities from this sale was ¥93,164 million (before tax) and recorded on April 23, 2007.

 

46


STATEMENTS OF CONSOLIDATED CASH FLOWS

(Supplementary Information) (Unaudited)

 

(Millions of Yen)

   Year ended
March 31,
2007
    Year ended
March 31,
2006
 

Operating Activities:

    

Net Income

   ¥ 301,502     ¥ 202,409  

Adjustments to reconcile net income to net cash provided by operating activities:

    

(Income) loss from discontinued operations—net (after income tax effect)

     (3,271 )     13,610  

Depreciation and amortization

     92,612       71,766  

Pension and severance costs, less payments

     (8,091 )     4,585  

Provision for doubtful receivables

     13,273       48  

Gain on sales of securities—net

     (58,809 )     (37,818 )

Loss on write-down of securities

     11,687       10,643  

Gain on disposal or sales of property and equipment—net

     (5,626 )     (5,993 )

Impairment loss of long-lived assets

     19,664       24,252  

Impairment loss on goodwill

     16,528       —    

Deferred income taxes

     17,016       28,500  

Minority interests of earnings of subsidiaries

     26,022       21,540  

Equity in earnings of associated companies, less dividends received

     (43,033 )     (30,653 )

Changes in operating assets and liabilities:

    

Increase in trade receivables

     (317,851 )     (170,517 )

Increase (decrease) in inventories

     9,456       (68,764 )

Increase in trade payables

     125,956       84,226  

Other—net

     44,781       1,014  

Net cash used in operating activities of discontinued operations

     (2,541 )     (2,452 )
                

Net cash provided by operating activities

     239,275       146,396  
                

Investing Activities:

    

Net decrease (increase) in time deposits

     29,367       (3,186 )

Net increase in investments in and advances to associated companies

     (188,124 )     (138,200 )

Net increase in other investments

     (20,677 )     (51,102 )

Net decrease in long-term loan receivables

     36,021       18,252  

Net increase in property leased to others and property and equipment

     (274,615 )     (173,096 )
                

Net cash used in investing activities

     (418,028 )     (347,332 )
                

[Continued on next page]

 

47


[Continued from previous page]

 

Financing Activities:

    

Net increase (decrease) in short-term debt

     70,820       (89,419 )

Net increase in long-term debt

     239,130       10,382  

Proceeds from issuance of common stock

     —         203,766  

Capital contribution from minority interests

     17,095       —    

Purchases of treasury stock—net

     (1,344 )     (815 )

Payments of cash dividends

     (53,412 )     (31,645 )
                

Net cash provided by financing activities

     272,289       92,269  
                

Effect of Exchange Rate Changes on Cash and Cash Equivalents

     9,431       13,922  
                

Net Increase (Decrease) in Cash and Cash Equivalents

     102,967       (94,745 )

Cash and Cash Equivalents at Beginning of Period

     697,065       791,810  
                

Cash and Cash Equivalents at End of Year

   ¥ 800,032     ¥ 697,065  
                

 

Note: In accordance with SFAS No. 144, the figures for the year ended March 31, 2006 relating to discontinued operations have been reclassified.

 

48


OPERATING SEGMENT INFORMATION

(Supplementary information) (Unaudited)

The companies allocate their resources and review their performance by operating segments comprised of the business units of the Head Office, overseas branches and overseas trading subsidiaries. The companies’ operating segments have been aggregated based on the nature of the products and other criteria into eight product-focused reportable operating segments and four region-focused reportable operating segments.

Year ended March 31, 2007 (from April 1, 2006 to March 31, 2007)

(Millions of Yen)

 

    

Iron & Steel

Products

  

Iron & Steel

Raw Materials

and

Non-Ferrous

Metals

  

Machinery &

Infrastructure

Projects

   Chemical     Energy    Foods & Retail    

Lifestyle,

Consumer

Service and

Information,

Electronics &

Telecommunication

   

Logistics &

Financial

Markets

Total Trading Transactions

   1,398,061    1,695,220    2,224,749    2,392,268     1,811,897    1,917,825     1,457,175     180,437

Gross Profit

   57,766    122,284    108,003    103,073     112,561    81,336     129,983     60,489

Operating Income (Loss)

   25,582    98,693    20,861    35,342     73,927    10,924     20,344     24,199

Equity in Earnings of Associated Companies

   3,121    60,439    21,429    4,933     44,268    3,789     8,661     1,960

Net Income (Loss)

   20,559    103,797    33,557    19,327     70,215    (12,304 )   16,605     14,631

Total Assets at March 31, 2007

   663,682    1,073,142    1,643,151    949,091     1,573,084    696,062     861,501     681,294
     Americas    Europe    Asia    Other
Overseas
Areas
    Total    All Other    

Adjustments

and

Eliminations

   

Consolidated

Total

Total Trading Transactions

   1,167,527    472,381    559,053    70,960     15,347,553    7,250     2,853     15,357,656

Gross Profit

   64,704    23,287    27,621    5,285     896,392    4,344     2,942     903,678

Operating Income (Loss)

   21,348    3,064    9,558    (193 )   343,649    (4,353 )   (30,396 )   308,900

Equity in Earnings of Associated Companies

   3,845    300    217    478     153,440    121     (456 )   153,105

Net Income (Loss)

   16,917    3,854    7,908    14,372     309,438    5,845     (13,781 )   301,502

Total Assets at March 31, 2007

   464,849    171,371    212,936    141,981     9,132,144    2,882,791     (2,201,623 )   9,813,312

 

49


Year ended March 31, 2006 (from April 1, 2005 to March 31, 2006) (As Restated)

(Millions of Yen)

 

     Iron & Steel
Products
  

Iron & Steel

Raw Materials

and

Non-Ferrous

Metals

   

Machinery &

Infrastructure

Projects

   Chemical    Energy    Foods & Retail    

Lifestyle,

Consumer

Service and

Information,

Electronics &

Telecommunication

   

Logistics &

Financial

Markets

Total Trading Transactions

   1,366,834    1,698,658     2,472,604    2,087,042    1,730,424    1,849,850     1,464,310     116,178

Gross Profit

   54,386    110,832     90,557    97,779    84,674    79,941     128,438     51,378

Operating Income (Loss)

   26,459    87,195     21,702    34,004    52,045    9,151     24,989     17,554

Equity in Earnings of Associated Companies

   2,943    28,728     14,571    3,233    33,827    3,472     3,485     3,951

Net Income (Loss)

   19,354    54,667     30,581    12,068    40,929    (3,214 )   17,517     13,384

Total Assets at March 31, 2006

   563,596    833,271     1,309,180    866,796    1,120,303    721,222     821,315     750,748
     Americas    Europe     Asia   

Other

Overseas

Areas

   Total    All Other    

Adjustments

and

Eliminations

   

Consolidated

Total

Total Trading Transactions

   1,108,931    427,960     496,551    65,896    14,885,238    7,869     (7,335 )   14,885,772

Gross Profit

   61,588    22,456     27,370    4,926    814,325    7,122     (3,157 )   818,290

Operating Income (Loss)

   21,723    4,286     10,667    993    310,768    (3,208 )   (39,370 )   268,190

Equity in Earnings of Associated Companies

   2,126    (174 )   121    633    96,916    301     (2,967 )   94,250

Net Income

   12,652    4,235     9,266    14,341    225,780    11,835     (35,206 )   202,409

Total Assets at March 31, 2006

   455,615    146,588     181,696    62,267    7,832,597    2,652,770     (1,911,789 )   8,573,578

Notes:

 

1. In accordance with SFAS No.144, the figures of “Consolidated Total” for the year ended March 31, 2006 have been reclassified. The reclassifications to “Income (Loss) from Discontinued Operations—Net (After Income Tax Effect)” are included in “Adjustments and Eliminations.”

 

2. “All Other” includes business activities which primarily provide services, such as financing service and operation services to external customers and/or to the companies and associated companies. Total assets of “All Other” at March 31, 2007 and 2006 consisted primarily of cash and cash equivalents and time deposits related to financing activities, and assets of certain subsidiaries related to the above services.

 

3. Net loss of “Adjustments and Eliminations” includes income and expense items that are not allocated to specific reportable operating segments, such as certain expenses of the corporate departments, and eliminations of intersegment transactions.

 

4. Transfers between operating segments are made at cost plus a markup.

 

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

 

6. Starting from the year ended March 31, 2007, Mitsui & Co., Financial Services (Europe) which was formerly included in “Europe,” is transferred to “All Other,” in order to centralize the operation of financing services to the companies and associated companies. The operating segment information for the year ended March 31, 2006 has been restated to conform to the current year presentation.

 

50


BALANCE SHEETS

ASSETS

 

(Millions of Yen)

   March 31,
2007
    March 31,
2006
 

Current Assets

    

Cash and Time Deposits

   ¥ 443,322     ¥ 420,540  

Notes Receivable, Trade

     266,643       241,929  

Accounts Receivable, Trade

     1,488,412       1,368,569  

Securities

     4,833       21,449  

Inventories

     161,440       213,920  

Real Estate for Sale

     15,436       7,948  

Contract Work in Process

     2,008       2,081  

Advance Payments to Suppliers

     44,740       44,291  

Prepaid Expenses

     3,153       2,670  

Accounts Receivable, Other

     84,075       96,862  

Accrued Income

     8,634       8,625  

Short-Term Loans Receivable

     214,417       188,343  

Deferred Tax Assets—Current

     13,407       19,200  

Derivative Assets

     53,284       82,779  

Other

     46,076       48,203  

Allowance for Doubtful Receivables

     (15,852 )     (15,801 )
                

Total Current Assets

     2,834,035       2,751,614  

Non-Current Assets

    

Tangible Assets (Net)

    

Leased-out Property

     40,171       42,463  

Buildings

     24,868       26,112  

Structures

     933       1,017  

Machinery and Equipment

     140       165  

Ships

     3       2  

Vehicles

     593       698  

Furniture and Fixtures

     3,986       4,398  

Timberland and Timber

     7,615       7,629  

Land

     12,957       12,964  

Construction in Progress

     148       146  
                

Total Tangible Assets (Net)

     91,418       95,598  

Intangible Assets

    

Leasehold Rights

     5,987       5,986  

Trademark Rights

     913       1,393  

 

(*) Supplementary information

(continued on next page)

 

51


(continued from previous page)

 

Software

   14,781     14,006  

Other

   3,639     1,730  
            

Total Intangible Assets

   25,321     23,116  

Investments and Other Assets

    

Investments in Securities

   861,075     718,553  

Investments in Subsidiaries and Associated Companies

   940,394     842,038  

Ownership

   9,765     11,417  

Ownership in Subsidiaries and Associated Companies

   369,199     264,670  

Long-Term Loans Receivable

   159,584     180,374  

Long-Term Accounts Receivable

   71,527     93,592  

Long-Term Prepaid Expenses

   46,476     38,439  

Other

   32,796     36,167  

Allowance for Doubtful Receivables

   (71,607 )   (93,072 )
            

Total Investments and Other Assets

   2,419,214     2,092,181  
            

Total Non-Current Assets

   2,535,954     2,210,896  
            

Total Assets

   5,369,989     4,962,510  
            

 

52


LIABILITIES, EQUITY AND SHAREHOLDERS’ EQUITY

 

(Millions of Yen)

   March 31,
2007
   March 31,
2006(*)

Current Liabilities

     

Notes Payable, Trade

   ¥ 58,860    ¥ 55,561

Accounts Payable, Trade

     1,166,271      1,072,438

Short-Term Borrowings

     249,960      215,602

Commercial Paper

     50,000      50,000

Current Portion of Debentures and Bonds

     30,000      30,000

Accounts Payable, Other

     76,371      87,838

Accrued Income Taxes

     8,429      2,351

Accrued Expenses

     36,652      38,408

Advances from Customers

     46,741      44,719

Deposits Received

     2,917      3,686

Deferred Income

     6,512      3,433

Liability for Bonuses to Directors

     270      —  

Other

     45,767      48,742
             

Total Current Liabilities

     1,778,757      1,652,782

Long-Term Liabilities

     

Bonds

     558,348      518,400

Convertible Bonds

     36,577      91,382

Long-Term Borrowings

     1,596,715      1,476,864

Deferred Tax Liabilities—Non-Current

     99,761      68,192

Liability for Retirement Benefits

     7,808      5,842

Allowance for the obligation for guarantees and commitments

     13,258      —  

Other

     45,363      58,040
             

Total Long-Term Liabilities

     2,357,832      2,218,720
             

Total Liabilities

     4,136,590      3,871,502
             

Equity

     

Shareholders’ Equity

     

Common Stock

     323,212      —  

Capital Surplus

     

Capital Reserve

     349,547      —  

Other Capital Surplus

     73      —  
             

Total Capital Surplus

     349,620      —  

Retained Earnings

     

Legal Reserve

     27,745      —  

Other Retained Earnings

     

General Reserve

     176,851      —  

Special Reserve

     1,619      —  

Reserve for Loss on Overseas Investments

     3,716      —  

 

(*) Supplementary information

(continued on next page)

 

53


(continued from previous page)

 

Reserve for Tax-Deductible Write-down of Tangible Assets

   1,402     —    

Retained Earnings—carry forward

   141,691     —    
            

Total Retained Earnings

   353,027     —    

Treasury Stock

   (3,297 )   —    

Total Shareholders’ Equity

   1,022,563     —    

Valuation and Translation Adjustments

    

Net Unrealized Gain on Available-for-Sale Securities

   212,478     —    

Deferred loss on Derivatives under Hedge Accounting

   (1,642 )   —    

Total Valuation and Translation Adjustments

   210,835     —    
            

Total Equity

   1,233,398     —    
            

Total Liabilities and Equity

   5,369,989     —    
            

Shareholders’ Equity

    

Common Stock

   —       295,766  

Capital Surplus

    

Capital Reserve

   —       322,189  

Other Capital Surplus

    

Gain on Sales of Treasury Stock

   —       32  
            

Total Capital Surplus

   —       322,221  

Retained Earnings

    

Legal Reserve

   —       27,745  

Voluntary Reserves

    

General Reserve

   —       176,851  

Special Reserve

   —       1,619  

Reserve for Loss on Overseas Investments.

   —       5,075  

Reserve for Tax-Deductible Write-down of Tangible Assets

   —       1,597  

Unappropriated Retained Earnings

   —       75,191  

Total Retained Earnings

   —       288,081  

Net Unrealized Gain on Available-for-Sale Securities

   —       186,853  

Treasury Stock

   —       (1,914 )
            

Total Shareholders’ Equity

   —       1,091,007  
            

Total Liabilities and Shareholders’ Equity

   —       4,962,510  
            

 

54


STATEMENTS OF INCOME

 

(Millions of Yen)

  

Year ended

March 31,

2007

   Year ended
March 31,
2006(*)

Sales

   ¥ 11,407,301    ¥ 11,378,886

Cost of Sales

     11,194,164      11,160,556
             

Gross Profit

     213,136      218,329

Selling, General and Administrative Expenses

     198,061      204,708
             

Operating Profit

     15,074      13,620

Non-Operating Income

     

Interest Income

     16,633      18,664

Dividend Income

     156,992      141,848

Other

     10,925      11,922
             

Total Non-Operating Income

     184,551      172,435

Non-Operating Expenses

     

Interest Expense

     36,948      23,936

Other

     19,550      14,455
             

Total Non-Operating Expenses

     56,498      38,392
             

Ordinary Profit

     143,128      147,664

Extraordinary Gains

     

Gain on Sales of Tangible Assets

     392      1,562

Gain on Sales of Investments in Securities and Subsidiaries and Associated Companies

     57,173      29,713

Gain on Reversal of Provision for Doubtful Receivables

     1,196      3,737
             

Gain on Reversal of Accrued Compensation and Other Charges Related to DPF Incident

     3,864      —  
             

Total Extraordinary Gains

     62,627      35,013

Extraordinary Losses

     

Loss on Sales of Tangible Assets

     606      1,267

Impairment Losses

     1,329      3,755

Loss on Sales of Investments in Securities and Subsidiaries and Associated Companies

     1,845      844

Loss on Write-Down of Investments in Securities and Subsidiaries and Associated Companies

     26,570      24,870

Provision for Doubtful Receivables from Securities and Subsidiaries and Associated Companies

     2,178      30,745

Provision for the obligation for guarantees and commitments

     13,258      —  

Compensation and Other Charges Related to DPF Incident

     —        9,000
             

Total Extraordinary Losses

     45,789      70,483
             

 

(*) Supplementary information

[Continued on next page]

 

55


[Continued from previous page]

 

Income before Income Taxes

     159,966      112,194

Income Taxes—Current

     18,306      10,426

Income Taxes—Assessed for Previous Fiscal Year

     2,375      —  

Income Taxes—Deferred

     20,696      27,283
             

Net Income

     118,588      74,484

Unappropriated Retained Earnings at Beginning of Year

     —        16,507

Utilization of Social Contribution Reserve

     —        20

Interim Dividends

     —        15,820
             

Unappropriated Retained Earnings at End of Year

   ¥ —      ¥ 75,191
             

 

56


STATEMENT OF CHANGES IN EQUITY

(Year ended March 31, 2007)

(Unit: Millions of Yen)

 

     Shareholders’ Equity  
     Common
Stock
   Capital Surplus    Retained Earnings  
        Capital
Reserve
   Other
Capital
Surplus
   Total
Capital
Surplus
   Legal
Reserve
   Other Retained Earnings  
                    General
Reserve
   Special
Reserve
   Reserve for
Loss on
Overseas
Investments
 

Balance as of March 31, 2006

   295,766    322,189    32    322,221    27,745    176,851    1,619    5,075  

Changes during period

                       

New Share Issuance (Note 1)

   27,446    27,358       27,358            

Reversal of Reserve for Loss on Overseas Investments (Note 2)

                        (863 )

Reversal of Reserve for Loss on Overseas Investments

                        (494 )

Reversal of Reserve for Tax-Deductible Write-down of Tangible Assets (Note 2)

                       

Reversal of Reserve for Tax-Deductible Write-down of Tangible Assets

                       

Cash Dividends (Note 2)

                       

Cash Dividends

                       

Bonuses to Directors (Note 2)

                       

Net Income

                       

Acquisition of Treasury Stock

                       

Disposal of Treasury Stock

         40    40            

Net Changes during Period of items in Valuation and Translation Adjustments

                       

Total Changes during period

   27,446    27,358    40    27,399    —      —      —      (1,358 )

Balance as of March 31, 2007

   323,212    349,547    73    349,620    27,745    176,851    1,619    3,716  

 

57


     Shareholders’ Equity     Valuation and Translation Adjustments    Total
Equity
 
     Retained Earnings     Treasury
Stock
    Total
Shareholders’
Equity
   

Net
Unrealized
Gain on
Available

-for-Sale
Securities

   Deferred
Loss on
derivatives
under
hedge
accounting
    Total
Valuation
and
Transaction
Adjustments
  
     Other Retained Earnings    

Total

Retained

Earnings

               
    

Reserve for

Tax-Deductible

Write-down of

Tangible Assets

   

Retained

Earnings-

carry

forward

                 

Balance as of March 31, 2006

   1,597     75,191     288,081     (1,914 )   904,154     186,853    —       186,853    1,091,007  

Changes during period

                    

New Share Issuance (Note 1)

           54,804             54,804  

Reversal of Reserve for Loss on Overseas Investments (Note 2)

     863     —         —               —    

Reversal of Reserve for Loss on Overseas Investments

     494     —         —               —    

Reversal of Reserve for Tax-Deductible Write-down of Tangible Assets (Note 2)

   (114 )   114     —         —               —    

Reversal of Reserve for Tax-Deductible Write-down of Tangible Assets

   (80 )   80     —         —               —    

Cash Dividends (Note 2)

     (24,123 )   (24,123 )     (24,123 )           (24,123 )

Cash Dividends

     (29,289 )   (29,289 )     (29,289 )           (29,289 )

Bonuses to Directors (Note 2)

     (230 )   (230 )     (230 )           (230 )

Net Income

     118,588     118,588       118,588             118,588  

Acquisition of Treasury Stock

         (1,462 )   (1,462 )           (1,462 )

Disposal of Treasury Stock

         78     119             119  

Net Changes during Period of items in Valuation and Translation Adjustments

           —       25,624    (1,642 )   23,982    23,982  

Total Changes during Period

   (195 )   66,499     64,946     (1,383 )   118,408     25,624    (1,642 )   23,982    142,391  

Balance as of March 31, 2007

   1,402     141,691     353,027     (3,297 )   1,022,563     212,478    (1,642 )   210,835    1,233,398  

Note 1: Shares issued upon conversions of convertible bonds

Note 2: Appropriation of retained earnings in the Annual Shareholders’ Meeting held in June 2006

 

58


Notes to Non-Consolidated Financial Statements (Year ended March 31, 2007)

Significant Accounting Policies

 

(1) Securities are classified and accounted for as follows: Trading securities are stated at market value, whose costs of sales are determined by the moving average method. Held-to-maturity debt securities, which are expected to be held to maturity, are stated at amortized cost, determined by the straight-line method.

Investment in subsidiaries and associated companies are stated at cost determined by the moving-average method.

Marketable available-for-sale securities, whose costs of sales are determined by the moving average method, are reported at market value at year-end, with unrealized gains and losses reported in a separate component of equity.

Non-marketable available-for-sale securities are stated at cost, determined by the moving-average method.

Except for trading securities, those securities, whose market value or equity in net assets is materially lower than the carrying value on and around the balance sheet date; are devaluated after determining whether the value could be recoverable.

 

(2) Derivatives are stated at fair value. Cash in trusts for trading purposes are also stated at fair value

 

(3) Inventories are stated at the lower of cost or market, whichever is lower. Cost is determined principally by the specific identification method and, for certain items, by the moving-average method or the first-in, first-out method.

 

(4) Depreciation of tangible fixed assets is computed using the declining-balance method. Depreciation of buildings (excluding equipment and fixtures) acquired on or after April 1, 1998, is computed using the straight-line method. The estimated useful lives for the majority of tangible fixed assets are as follows: Leased-out Property: 10-50 years; Buildings: 8-50 years; Furniture and Fixtures: 2-15 years.

Depreciation of intangible fixed assets is computed using the straight-line method. Software for the Company’s own use is amortized based on the straight-line method over the period it can be used (five years in principle).

 

(5) Specific costs, which may be capitalized as deferred charges under the Commercial Code of Japan, are principally charged to costs when incurred.

 

(6) To provide for possible losses on collection, the allowance for doubtful receivables that is set aside for receivables in general is computed using the actual ratio of bad debts. For certain receivables, the amount deemed unrecoverable is set aside in the allowance on an individual basis.

To provide for bonuses to directors, an amount is set aside as deemed necessary on the balance sheet date.

The liability for retirement benefits is recorded based on projected benefit obligations and plan assets at the balance sheet date with the Corporate Pension Fund plan and other retirement benefit plans.

Unrecognized prior service cost is amortized over seven years from the date of the revision of the pension plan, which is within the average remaining service period of employees. The unrecognized actuarial gain or loss that arose in the current year is amortized over seven years starting with the following fiscal year, which is within the average remaining service period of employees.

To provide for contingent losses on the obligation for guarantees and commitments to subsidiaries, etc an amount is set aside as deemed necessary, considering the financial position of the indemnities.

 

(7) Receivables and Payables denominated in foreign currencies are translated into Japanese yen at year-end exchange rates on the balance sheet date. The foreign exchange gains and losses from translation are recognized in the income statement.

 

(8) Finance leases, except those where the ownership of the property transfers to the lessee, are accounted for as operating leases.

 

59


(9) For derivatives which meet hedge accounting criteria, except for available-for-sale securities, gains or losses on derivatives are deferred until realization of the hedged items.

 

   For derivatives, which meet hedge accounting criteria for available-for-sale securities, fair value hedge accounting is applied.

 

   The interest rate swaps which qualify for hedge accounting and meet specific matching criteria are not re-measured at market value, but the differential paid or received under the swap agreements is recognized on an accrual basis and included in interest expense or income. Foreign currency forward exchange contracts to hedge monetary assets and liabilities denominated in foreign currencies are stated at fair value accounted for under the principle method of the Accounting Standards for Financial Instruments.

The Company enters into derivative financial instruments transaction to hedge foreign exchange risk associated with monetary assets and liabilities denominated in foreign currencies and forward contract of trade, etc and interest risk in the course of business activities and market risk of commodities and trading contracts

Apart from trading transaction risks, market volatility risks related to foreign currency exchange rates, interest rates and commodity prices in the ordinary course of business are hedged using derivative financial instruments, considering the specific risk characteristics based on internal risk control policies.

The effectiveness between the hedging instruments and the hedged items is evaluated considering individual transactions’ characteristics.

 

(10) All transactions are accounted for net of consumption taxes.

Changes in Accounting Policies

(1) Accounting Standards for Bonuses to directors

From this fiscal year the Company adopted ‘Accounting Standards for Bonuses to directors and corporate auditors’ (Corporate Accounting Standards Article 4.) As a result of this change, operating income, ordinary income and income before income taxes decreased by ¥270 million respectively.

(2) Accounting standards for presentation of shareholders’ equity

From this fiscal year the Company adopted ‘Accounting standards for presentation of shareholders’ equity’, (Corporate Accounting Standards Article 5,) and ‘Application Guidelines Relating to Presentation of shareholders’ equity’ (Application Guidelines for Corporate Accounting Standards Article 8.) The amount equivalent to shareholders’ equity in the previous fiscal year is ¥1,235,041 million.

(3) Accounting standards for business combination and business separation

From this fiscal year the Company adopted ‘Accounting Standards for Business Combinations’ (Business Accounting Deliberation Council) ‘Accounting Standards for Business Separation’ (Corporate Accounting Standards Article 7,) and ‘Application Guidelines Related to Business Combinations and Business Separation’ (Application Guidelines for Corporate Accounting Standards Article 10.)

Notes to the Balance Sheet

 

(1)    Assets pledged as security and related liabilities

(Unit: Millions of Yen)

 

Assets pledged as security

 

Details

Type

 

Book Value at

End of Period

 

For Long-Term

Borrowings (See Note 1)

 

As Security for

Trading Contracts

 

For Guarantees

Deposits

  189   —     189   —  

Accounts Receivable

  9,278   9,278   —     —  

Land, Timberland and Timber

  552   552   —     —  

Investments in Securities, Investment in Subsidiaries and Associated Companies

  63,771   4,710   57,590   1,470

Long-Term Loans Receivable

  7,995   7,995   —     —  

Total

  81,786   22,536   57,779   1,470

Note 1: Those correspond to the long-term borrowing secured of ¥23,889 million.

Note 2: In addition to the above, bank borrowings under certain provisions of loan agreements which require the Company, upon the request of the bank, immediately to provide collateral, which is not specified in the loan agreements, were ¥86,662 million

 

60


(2) Monetary assets held as security from others, for which the Company has free disposal rights: ¥11,992 million

 

(3) Accumulated depreciation of tangible assets: ¥88,117 million

 

(4) Contingent liabilities

 

(1)    Guarantee

(Unit: Million of Yen)

 

The guaranteed

   Amount of guarantee (Note 1)

1. Guarantees related to trading partner bank borrowings, trade payable and other

  

Mitsui Sakhalin Holdings B.V.

   136,453

Mitsui Oil (ASIA) Hong Kong Ltd.

   69,305

Mitsui & Co. Financial Services (Europe) B.V.

   63,344

Mitsui & Co. Precious Metals Inc.

   57,762

Mitsui & Co. Financial Services (Asia) Ltd.

   40,599

Mitsui Coal Holdings Pty. Ltd.

   40,497

Mitsui power Ventures Ltd.

   37,802

P.T. BUSSAN AUTO FINANCE

   35,565

Paiton Power Financing B.V.

   34,248

Mitsui & Co. Energy Risk Management Ltd.

   32,576

Other-240 companies

   601,628
    

Sub-total (See Note 2)

   1,149,782

2. Guarantees related to bank borrowings of overseas trading subsidiaries

  

MITSUI & CO. (U.S.A.), INC.

   176,142

Other-7 overseas trading subsidiaries

   70,337
    

Sub-total (See Note 3)

   246,479
    

Grand total

   1,396,262
    

 

  Note 1: For joint guarantee agreements with two or more guarantors or guarantee agreements with re-guarantees by other     companies, the amounts presented above only include the portion which the Company bears under such agreements.

 

  Note 2: Commitments and other letters similar to guarantees amounting to ¥2,194 million are included.

 

  Note 3: Commitments and other letters similar to guarantees amounting to ¥93,714 million are included

 

  Note 4: Presented above are subsidiaries and associated companies whose guarantee fee amounts and their payment     conditions have been determined individually considering their business substance.

 

  (2) Notes receivable discounted amount to ¥51,533 million.

Export bills of exchange under letters of credit, discounted at intermediary banks but not yet paid by the banks extending the letters of credit, of ¥42,263 million, are included in notes receivable discounted.

 

  (3) Other:

The Company was audited by the Tokyo Regional Taxation Bureau with regard to a transfer price taxation in connection with the LNG Project in Western Australia for the period of six fiscal years from the year ended March 31, 2000 to the year ended March 31, 2005. On June 30, 2006, the Company received a notice of tax assessment from the Tokyo Regional Taxation Bureau for the one year ended March 31, 2000. Based on the notice of assessment, the taxable income was corrected by ¥4,863 million and the additional tax liabilities for income taxes were ¥2,375 million. The company has paid the additional taxes and recorded the amount as Income Taxes—Assessed for previous fiscal year The Company disagrees with the assessment and registered its protest in August 2006, and in addition, lodged an application in November, 2006 for the mutual agreement procedure pursuant to a provision in the tax treaty between Japan and Australia in order to settle the double taxation. The Company considers that it is probable that the double taxation will be excluded by the mutual agreement procedure, and the amount of the correction for the year ended March 31, 2000 and the final correction and tax liabilities for the period from the year ended March 31, 2001 to the year ended March 31, 2005, if any, will be affected by the result of the mutual agreement procedure. Because the mutual agreement procedure has not been agreed yet, it is not possible at this time to reasonably estimate the amount of potential impact on the Company’s financial position and results of operations. Accordingly, except for payment based on the received assessment, the amount of potential loss and the related allowance are not reflected in the financial statements for the year ended March 31, 2007.

 

61


  (5) Receivables from and payables to subsidiaries and associated companies:

 

Short-term receivables: ¥695,079 million

   Long-term receivables: ¥176,622 million

Short-term payables: ¥323,173 million

   Long-term payables: ¥7,500 million

 

  (6) Accounting for notes receivable and payable whose maturity is at fiscal year-end.

The settlement of the notes receivable and payables are to be recorded not on maturity dates but on a physical settlement dates thereof.

As the fiscal year-end happened to be a bank holiday, the following amounts of notes receivable and payable whose maturity dates are at fiscal year-end are still carried in the balance sheet.

 

Notes receivable, trade

   ¥ 27,581 million

Notes payable, trade

   ¥ 9,705 million

Notes to the Statement of Income

 

  (1) Transactions with subsidiaries and associated companies:

 

Sales:

   ¥ 2,364,102 million

Purchases:

   ¥ 3,486,579 million

Other non-operating transactions:

   ¥ 33,069 million

 

  (2) Gain on Reversal of accrued Compensation and Other Charges Related to DPF incident

The Company recognized a Gain on the Reversal of accrued Compensation and Other Charges Related to DPF Incident estimated in the previous fiscal period, as a result of having recalled all equipment subject to compensation.

 

  (3) Impairment losses

Certain leased-out property, land held for development and other assets in 8 locations (mainly in and around, Kyushu and Kinki) have suffered continuous declines in rents and land prices. The Company has recorded an Impairment Loss of Fixed Assets as an extraordinary item, as the carrying value of the assets exceeds its recoverable value. Recoverable values are mainly calculated according to net salable value based on similar market transactions.

 

  (4) Provisions for the obligation for guarantees and commitments

Includes ¥13,204 million related to subsidiaries and associated companies.

 

  (5) Other

The amount of Loss on Sales of Investments in securities and subsidiaries and associated companies include loss on a share-for-share deal amounting to ¥265 million, where the Company obtained available-for-sale securities for securities of subsidiaries and associated companies under a business combination

Notes to the Statement of Changes in Equity

Numbers of treasury stock as of the ended of fiscal year end

Common stock                            2,693,031 shares

 

62


Tax-Effect Accounting

The principal items, which comprise of deferred tax assets and deferred tax liabilities, were as follows:

(Millions of Yen)

 

Deferred tax assets:

  

Allowance for doubtful receivables

   ¥ 20,365  

Investments in securities, subsidiaries and associated companies

     46,580  

Other

     36,452  
        

Deferred tax assets

     103,397  

Valuation allowance

     (37,773 )
        

Total deferred tax assets

     65,624  

Deferred tax liabilities:

  

Net unrealized gain on available-for-sale securities

     147,654  

Reserve for loss on overseas investments

     2,583  

Other

     1,741  
        

Total deferred tax liabilities

     151,978  
        

Net deferred tax liabilities

   ¥ 86,354  

Leased Fixed Assets

Significant off-balance-sheet leased assets include buildings used for distribution & delivery centers.

Transactions with Related Parties

Company Name: Mitsui & Co. Financial Services Co., Ltd.

Relationship: Subsidiary

Ownership of Voting Shares: 100% direct ownership

Relationship with Related Parties: Dispatching directors, and providing finance

Transaction Content: Loans

Transaction Amount: ¥865,320 million

Amount as of the present fiscal year: Short-term loans receivable ¥72,700 million. Long-term loans receivable ¥19,300 million

Transaction Conditions and Transaction Policy: Financing condition is determined considering market interest rates, with repayment terms of short-term loan receivables set at approximately one to three months.

Company Name: Mitsui & Co. Financial Services (Europe) B.V.

Relationship: Subsidiary

Ownership of Voting Shares: 100% direct ownership

Relationship with Related Parties: Dispatching directors, and providing finance

Transaction Content: Loans

Transaction Amount: ¥61,000 million

Amount as of the present fiscal year: Short-term loans receivable ¥29,512 million. Long-term loans receivable ¥24,790 million

Transaction Conditions and Transaction Policy: Financing condition is determined considering market interest rates, with repayment terms short-term loan receivables set at approximately one month.

Per Share Information

 

Equity per Share

   ¥ 691.3

Basic Net Income per Share

   ¥ 68.53

Diluted Net Income per Share

   ¥ 65.16

 

63


Significant Subsequent Events

1. On April 1,2007 the Company made a contribution in-kind of its Singapore branch’s assets amounting to ¥130,897 million and the liabilities amounting to ¥127,163 million to Mitsui & Co.(ASIA PACIFIC) PTE LTD., a wholly owned subsidiary of the Company, which had already been established in Singapore. As well, the Company transferred all of its businesses and personnel thereto. The Company plans to close its Singapore branch following the completion of the required procedures.

2. Earlyguard Ltd., a wholly owned subsidiary of the Company, passed a resolution with cash dividends April 23, 2007, whose main source is its gain on the Sales of Investment in Securities of Finsider International Company Ltd. in UK, which holds the shares in Sesa Goa Ltd, the Indian iron ore company. The company received the cash dividends amounting to ¥109,594 million April 24, 2007.

Notes to Business Combinations

The following business combinations have occurred, which were accounted for as under common control.

 

1. In order to promote more efficient management and strengthen sales capabilities at the non-ferrous metal sales business in our Group, on February 1, 2007, Mitsui Bussan Metals Sales Co., Ltd., and Mitsui & Co. Metals Ltd., both wholly owned subsidiaries of the Company, are merged into Mitsui Bussan Metals Sales Co., Ltd. as the surviving entity.

 

2.

In order to reinforce financial structure by establishing stable earning base and achieve higher growth through providing a wide variety of IT services in response to diversifying customer needs, on April 1, 2007, NextCom K.K., which is listed on the 2nd. Section of the Tokyo Stock Exchange, and in which the Company holds 49.002% of voting shares, was merged with Mitsui Knowledge Industry. Co. Ltd. also listed on the 2nd. Section of the Tokyo Stock Exchange, and in which the Company holds 67.373% of voting shares, as a result of Mitsui Knowledge Industry. Co. Ltd. as the surviving entity.

(Figures presented in the balance sheet, the statement of income, statement of changes in equity, and notes are displayed following rounding down to the nearest million yen.)

 

64


(translations)

INDEPENDENT AUDITORS’ REPORT (COPY)

INDEPENDENT AUDITORS’ REPORT (COPY)

May 11, 2007

To the Board of Directors of Mitsui & Co., Ltd.

Deloitte Touche Tohmatsu

Designated Partner, Engagement Partner,

Certified Public Accountant:

Katsuji Hayashi

Designated Partner, Engagement Partner,

Certified Public Accountant:

Koji Inagaki

Designated Partner, Engagement Partner,

Certified Public Accountant:

Hidehiko Yuki

Designated Partner, Engagement Partner,

Certified Public Accountant:

Keiji Nakae

Pursuant to first item, second clause of Article 436 of the Corporate Law, we have audited the financial statements, namely, the balance sheet as of March 31, 2007 of Mitsui & Co., Ltd.(the “Company”), and the related statements of income and changes in equity and the related notes, for the 88th fiscal year from April 1, 2006 to March 31, 2007, and the accompanying supplemental schedules. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the accompanying supplementary schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and the accompanying supplemental schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement and the accompanying supplementary schedules presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and the accompanying supplemental schedules referred to above present fairly, in all material respects, the financial position of the Company as of March 31,2007, and the results of its operations for year then ended in conformity with accounting principles generally accepted in Japan.

 

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Additional Information:

1. As discussed in Notes to the balance sheet Section 4. Contingent liabilities (3) Other, the Company was audited by the Tokyo Regional Taxation Bureau with regard to a transfer price taxation for the six fiscal years from the year ended March 31,2000 to the year ended March 31,2005, and received a notice of tax assessment from the Tokyo Regional Taxation Bureau for the year ended March 31, 2000. The Company disagrees with the assessments and registered its protest, and lodged an application for mutual agreement procedure pursuant to a provision in the tax treaty between Japan and Australia. The amount of potential loss and related allowance except for payment based on the received assessment are not reflected in the Company’s financial statements.

2. As discussed in Notes to Significant Subsequent Events 1. on April 1 2007, the Company makes a contribution in-kind of its Singapore branch’s assets and liabilities to Mitsui Co., (ASIA PACIFIC) PTE Ltd. along with the transfer of personnel and business.

3. As discussed in Notes to Significant Subsequent Events 2. on April 24, 2007, the Company received cash dividend from Earlyguard Ltd., its wholly owned subsidiary whose main source is gain on the sales of Investment in the company in the UK which holds shares in Sesa Goa Ltd.

Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law. Our firm continues to provide non-audit services to the Company, which are permitted to be provided simultaneously with audit services under the second clause of Article 2 of the Certified Public Accountants Law.

The above represents a translation, for convenience only, of the original report issued in the Japanese language, and “ the accompanying supplement schedules” referred to in this report are not included in attached financial documents.

 

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(translations)

INDEPENDENT AUDITORS’ REPORT (COPY)

INDEPENDENT AUDITORS’ REPORT (COPY)

May 11, 2007

To the Board of Directors of Mitsui & Co., Ltd.

Deloitte Touche Tohmatsu

Designated Partner, Engagement Partner,

Certified Public Accountant:

Katsuji Hayashi

Designated Partner, Engagement Partner,

Certified Public Accountant:

Koji Inagaki

Designated Partner, Engagement Partner,

Certified Public Accountant:

Hidehiko Yuki

Designated Partner, Engagement Partner,

Certified Public Accountant:

Keiji Nakae

Pursuant to the forth clause of Article 444 of the Corporate Law, we have audited the financial statements, namely, the consolidated balance sheet as of March 31, 2007 of Mitsui & Co., Ltd. and subsidiaries (the “Company”), related statements of consolidated income and consolidated shareholders’ equity and the notes to the consolidated financial statements for the fiscal year from April 1, 2006 to March 31, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mitsui & Co., Ltd. and subsidiaries as of March 31,2007, and the results of their operations for year then ended in conformity with the recognition and measurement criteria of accounting principles generally accepted in the United States of America, as modified by the first clause of Article 148 of the accounting regulation of the Corporate Law of Japan. (Refer to Notes to Consolidated Financial Statements, Notes to Basic Significant Matters Regarding Preparation of Consolidated Financial Statements, 2. Summary of Significant Accounting Policies, (1) Basis of consolidated financial statements).

 

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Additional Information:

1. As discussed in Notes to Consolidated Financial Statements, Note to Consolidated Balance Sheets, 2. Contingent liabilities, (2) Other, the Company was audited by the Tokyo Regional Taxation Bureau with regard to a transfer price taxation for six fiscal years from the year ended March 31, 2000 to the year ended March 31, 2005, and received a notice of tax assessment from the Tokyo Regional Taxation Bureau for the year ended March 31, 2000. The Company disagrees with the assessment and registered its protest, and lodged an application for the mutual agreement procedure pursuant to a provision in the tax treaty between Japan and Australia. The amount of potential loss and the related allowance except for payment based on the received assessment are not reflected in the consolidated financial statements.

2. As discussed in Notes to Consolidated Financial Statements, Subsequent Event, on April 23, 2007, Earlyguard Ltd., a subsidiary of Mitsui & Co., Ltd., sold all of its shares of Finsider International Company Ltd., a holding company located in the United Kingdom, which held 51% of the issued shares of an Indian iron ore mining company, Sesa Goa Ltd.

Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law. Our firm continues to provide non-audit services to the Company, which are permitted to be provided simultaneously with audit services under the second clause of Article 2 of the Certified Public Accountants Law.

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

 

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CORPORATE AUDITORS’ REPORT

(translations)

Having examined the Directors’ performance of their duties during the 88th fiscal year from April 1, 2006, to March 31, 2007, we, the Board of Corporate Auditors, make this report as follows, based upon discussion on the basis of the auditor’s reports submitted by the respective Corporate Auditors:

1. METHODS AND SUBSTANCE OF AUDIT BYCORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS

The Board of Corporate Auditors decided upon auditing policies, allocation of work duties, etc., received a report on the auditing work performed and its results from each Corporate Auditor, and received a report on their status of work executed from the Directors and the Independent Auditors and requested their explanations as necessary.

While conforming to the auditing standards as decided by the Board of Corporate Auditors, the auditing policies, the allocation of duties, etc., each Corporate Auditor endeavored to facilitate mutual understanding with the Directors, the internal auditing division and other employees, endeavored to collect information and to improve the auditing environment, attended the meetings of the Board of Directors and other important meetings, received a report on their status of work executed from the Directors and the employees and requested their explanations as necessary, inspected material internal decision-making documents, etc., and investigated the status of operations and assets of the headquarters and major business sites. In addition, audit was conducted of the substance of decisions made by the Board of Directors with regard to “Necessary systems to ensure appropriate operations” (pursuant to Article 362(4) (6) of the Corporate Law of Japan) and of the status of the systems actually developed on the basis of the said decisions (the “internal control systems”). With regard to subsidiaries, we endeavored to facilitate mutual understanding and exchanging of information with their directors, corporate auditors, etc., and collected reports on their business as necessary. Based on the above methods, the business report and its supplementary schedules for the relevant fiscal year were examined.

In addition, we examined whether the independence of the Independent Auditors was maintained and whether appropriate audit was being undertaken, received reports from the Independent Auditors on the status of operations, and requested explanations as necessary. We also received reports from the Independent Auditors that “Necessary systems to ensure appropriate execution of operations” (pursuant to Article 159 of the Corporate Accounting Regulations of Japan) was duly developed in line with “Quality control standards for auditing” (issued by the Japan Corporate Accounting Council on October 28, 2005), and requested explanations as necessary. based on the above methods, we examined the financial statements for the relevant fiscal year (the balance sheet, the statements of income, the changes in shareholders’ equity and the notes to non-consolidated financial statements) and their supplementary schedules and then the consolidated financial statements for the relevant fiscal year (the consolidated balance sheet, the statements of consolidated income, the statements of consolidated shareholders’ equity and the notes to consolidated financial statements).

2. RESULTS OF AUDIT

 

(1) Results of examination of the business report, etc.

 

   In our opinion, the business report and its supplementary schedules are in conformity with the applicable laws and regulations of Japan and the Articles of Incorporation of the Company and fairly present the state of the Company’s affairs.

 

  We have found no misconduct or no material fact constituting a violation of any applicable laws and regulations of Japan or the Articles of Incorporation in connection with the Directors’ performance of their duties

 

  ƒ In our opinion, the substance of the decisions made by the Board of Directors with regard to the internal control systems is appropriate. Further, we find no matters that require noting with regard to the Directors’ performance of their duties in connection with the internal control systems. As recorded in the business report, it was discovered that a trader at one of subsidiaries of the Company in Singapore had concealed unrealized losses on naphtha trading positions that resulted in a large loss. Since then the Company reviewed its centralized control of market risk exposure and its loss limit systems and continues to strengthen the trading administration systems of the entire group of the Company.

 

(2) Results of examination of the financial statements and their supplementary schedules

In our opinion, the auditing methods used and the conclusions reached by the Independent Auditors, Deloitte Touche Tohmatsu, are appropriate.

 

(3) Results of examination of the consolidated financial statements

In our opinion, the auditing methods used and the conclusions reached by the Independent Auditors , Deloitte Touche Tohmatsu, are appropriate.

 

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May 14, 2007

Board of Corporate Auditors

Mitsui & Co., Ltd.

 

Corporate Auditor (full time)

   Tasuku Kondo

Corporate Auditor (full time)

   Hiroshi Matsuura

Corporate Auditor

   Ko Matsukata

Corporate Auditor

   Yasutaka Okamura

Corporate Auditor

   Hideharu Kadowaki

Corporate Auditor

   Naoto Nakamura

Note: Ko Matsukata, Yasutaka Okamura, Hideharu Kadowaki, and Naoto Nakamura are external Corporate Auditors

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

 

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Management Philosophy (MVV)

Mission

We will contribute to the creation of a future where the dreams of the inhabitants of our irreplaceable Earth can be fulfilled.

Vision

We aim to become a global business enabler that can meet the needs of our customers throughout the world.

Values

 

   

Making it a principle to be fair and humble, we, with sincerity and in good faith, will strive to be worthy of the trust society places in us.

 

   

With lofty aspirations and from an honest perspective, we will pursue business that benefits society.

 

   

Always taking on the challenge of new fields, we will dynamically create business that can lead the times.

 

   

Making the most of our corporate culture that fosters “Freedom and Open-mindedness,” we will fully demonstrate our abilities as a corporation as well as individuals.

 

   

In order to nurture human resources full of creativity and a superior sense of balance, we will provide our people with a workplace for self-development as well as self-realization.

 

Shareholders’ information

 

Fiscal year end    March 31
Record date    March 31
Interim dividend record date    September 30
General Shareholders’ Meeting    June

Manager of the Register of Shareholders

(head office)

  

The Chuo Mitsui Trust & Banking Company Limited

33-1 Shiba, 3-chome

Minato-ku, Tokyo

Contact information for above    The Chuo Mitsui Trust & Banking Company Limited, Stock
   Transfer Agency Division
   8-4 Izumi, 2-chome
   Suginami-ku, Tokyo
   168-0063
   Tel: 0120-78-2031 (free dial)
Representative branches for above    The Chuo Mitsui Trust & Banking Company Limited (various
   locations around the country)
   Japan Securities Agents, Ltd. (main office, various locations
   around the country)
Stock exchange listings    Tokyo, Osaka, Nagoya, Sapporo, Fukuoka
Mitsui & Co., Ltd.    2-1, Ohtemachi 1-chome
   Chiyoda-ku, Tokyo
   100-0004
   Tel: 03-3285-1111 (general)
   Website: www.mitsui.co.jp

 

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