Edgar Filing: MITSUI & CO LTD

MITSUI & CO., LTD.

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

Report of Foreign Private Issuer

Consolidated Financial Results for the Third Quarter Ended December 31, 2004

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

For the month of February 04, 2005

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 ü 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 ü

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

TABLE OF CONTENTS


Signatures
Consolidated Financial Results for the Third Quarter Ended December 31, 2004
Statements of Consolidated Income (for the nine-month period ended December 31, 2004 and 2003)
Statements of Consolidated Income (for the three-month period ended December 31, 2004 and 2003)
Condensed Consolidated Balance Sheets
Operating Segment Information

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 4, 2005


MITSUI & CO., LTD.
By:	/s/ Tasuku Kondo
	Name:	Tasuku Kondo
	Title:	Executive Director Executive Vice President Chief Financial Officer

Consolidated Financial Results for the Third Quarter Ended December 31, 2004

(Accounting Principles Generally Accepted in the United States of America)
(Unaudited)

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

President and Chief Executive Officer, Shoei Utsuda
Investor Relations Contacts: Satoshi Tanaka, General Manager, Investor Relations Division

Financial Highlights for the Third Quarter Ended December 31, 2004
(from April 1, 2004 to December 31, 2004)


												(Reference)
(Millions of yen)												(Millions of yen)
	Three-month period			Nine-month period ended			Nine-month period ended					Forecast for the fiscal year
	ended December 31,			December 31,			December 31,			Increase/(Decrease)		ending March 31, 2005
	2004			2004			2003

Revenues		941,392			2,671,973			2,146,882			525,091
Gross Profit		175,425			527,933			446,599			81,334
Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings		11,695			130,717			76,124			54,593
Net Income		22,802			84,903			51,864			33,039		110,000

Total Trading Transactions		3,461,486			10,184,403			8,982,948			1,201,455		13,500,000



	December 31, 2004			March 31, 2004			Increase/(Decrease)

Total Assets		7,408,357			6,716,028			692,329
Shareholders’ Equity		1,053,211			963,278			89,933
Shareholders’ Equity Ratio		14.2	%		14.3	%		(0.1pt	)
Net Interest-bearing Debt (after deduction of cash and cash equivalents)		2,825,777			2,675,539			150,238
Debt to Equity Ratio (net)		2.68			2.78			0.10pt
Current Ratio		131.8	%		129.7	%		2.1pt

Notes:
1.	For the year ended March 31, 2004, the revenue presentation was changed in the Statements of Consolidated Income in a manner consistent with the accounting guidance in Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force Issue (“EITF”) No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” The figures in the Statements of Consolidated Income for the nine-month period ended December 31, 2003 have been restated to conform to the current period presentation.
2.	In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the figures for the nine-month period ended December 31, 2003 relating to discontinued operations have been reclassified.
3.	Effective April 1, 2003, Mitsui & Co., Ltd. and its subsidiaries (the “companies”) adopted SFAS No. 143, “Accounting for Asset Retirement Obligations ,” and the cumulative effect adjustment upon the adoption is separately presented on a net-of-tax basis in the Statements of Consolidated Income.
4.	Number of consolidated subsidiaries and associated companies accounted for by the equity method Consolidated subsidiaries : 431, Associated companies accounted for by the equity method : 304
5.	Total trading transactions is a voluntary disclosure and represents the gross transaction volume or the nominal aggregate value of the sales contracts in which the companies act as principal and transactions in which the companies serve as agent. Total trading transactions is not meant to represent sales or revenues in accordance with U.S. GAAP. The companies have included the information concerning total trading transactions because it is used by similar Japanese trading companies as an industry benchmark, and the companies believe it is a useful supplement to results of operations data as a measure of the companies’ performance compared to other similar Japanese trading companies. Total trading transactions is included in the measure of segment profit and loss reviewed by the chief operating decision maker.

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

-1-

Statements of Consolidated Income

(for the nine-month period ended December 31, 2004 and 2003)
(Unaudited)


(Millions of Yen)

		Nine-Month			Nine-Month				Comparison with
		Period Ended			Period Ended			previous period
		December 31,			December 31,
		2004			2003			Increase/(Decrease)
					As restated				Amount			%

	Revenues	¥	2,671,973		¥	2,146,882			¥	525,091			24.5
	Cost of Revenues		2,144,040			1,700,283				443,757

	Gross Profit		527,933			446,599				81,334			18.2

	Other Expenses (Income):
	Selling, general and administrative		380,363			356,664				23,699
	Provision for doubtful receivables		7,890			3,950				3,940
	Interest (income) expense — net		304			390				(86	)
	Dividend income		(17,092	)		(14,979	)			(2,113	)
	Gain on sales of securities — net		(32,437	)		(13,764	)			(18,673	)
	Loss on write-down of securities		10,009			7,652				2,357
	(Gain) loss on disposal or sales of property and equipment — net		(2,718	)		8				(2,726	)
	Impairment loss of long-lived assets		13,133			10,958				2,175
	Compensation and other charges related to DPF incident		32,000			—				32,000
	Other expense — net		5,764			19,596				(13,832	)

	Total other expenses		397,216			370,475				26,741

	Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings		130,717			76,124				54,593			71.7

	Income Taxes		82,897			41,076				41,821

	Income from Continuing Operations before Minority Interests and Equity in Earnings		47,820			35,048				12,772			36.4
	Minority Interests in Earnings of Subsidiaries		(10,875	)		(4,954	)			(5,921	)
	Equity in Earnings of Associated Companies — Net (After Income Tax Effect)		47,246			29,119				18,127			62.3

	Income from Continuing Operations		84,191			59,213				24,978			42.2
	Income (Loss) from Discontinued Operations — Net (After Income Tax Effect)		712			(5,064	)			5,776
	Cumulative Effect of Change in Accounting Principle (After Income Tax Effect)		—			(2,285	)			2,285

	Net Income	¥	84,903		¥	51,864			¥	33,039			63.7



	Summary of Changes in Equity from Nonowner Sources (Comprehensive Income (Loss)):
	Net income	¥	84,903		¥	51,864			¥	33,039

	Other comprehensive income (loss) (after income tax effect):
	Unrealized holding gains (losses) on available-for-sale securities		12,229			41,453				(29,224	)
	Foreign currency translation and other adjustments		6,081			(9,145	)			15,226

	Changes in equity from nonowner sources	¥	103,213		¥	84,172			¥	19,041

Note :

In accordance with the Securities and Exchange Commission (“SEC”) Regulation S-X and EITF No. 99-19, the companies have classified their revenues by major class and reported certain revenue transactions with corresponding costs on a gross basis. The prior period figures of “Revenues” and “Cost of revenues” have been restated to conform to the current period presentation.

-2-

Statements of Consolidated Income
(for the three-month period ended December 31, 2004 and 2003)
(Unaudited)


(Millions of Yen)

								Comparison with
					Three-Month			previous period
		Three-Month			Period Ended
		Period Ended			December 31			Increase/(Decrease)
		December 31			2003
		2004			As restated			Amount			%

	Revenues	¥	941,392		¥	706,716		¥	234,676			33.2
	Cost of Revenues		765,967			552,577			213,390

	Gross Profit		175,425			154,139			21,286			13.8

	Other Expenses (Income):
	Selling, general and administrative		129,564			118,861			10,703
	Provision for doubtful receivables		4,201			361			3,840
	Interest (income) expense — net		661			(1,117	)		1,778
	Dividend income		(3,421	)		(4,143	)		722
	Gain on sales of securities — net		(8,115	)		(2,701	)		(5,414	)
	Loss on write-down of securities		1,973			1,091			882
	(Gain) loss on disposal or sales of property and equipment — net		(2,275	)		(454	)		(1,821	)
	Impairment loss of long-lived assets		4,536			3,997			539
	Compensation and other charges related to DPF incident		32,000			—			32,000
	Other expense — net		4,606			8,293			(3,687	)

	Total other expenses		163,730			124,188			39,542

	Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings		11,695			29,951			(18,256	)		(61.0	)

	Income Taxes		6,398			15,567			(9,169	)

	Income from Continuing Operations before Minority Interests and Equity in Earnings		5,297			14,384			(9,087	)		(63.2	)
	Minority Interests in Earnings of Subsidiaries		(3,508	)		(1,372	)		(2,136	)
	Equity in Earnings of Associated Companies — Net (After Income Tax Effect)		21,013			13,023			7,990			61.4

	Income from Continuing Operations		22,802			26,035			(3,233	)		(12.4	)
	Income (Loss) from Discontinued Operations — Net (After Income Tax Effect)		—			7			(7	)

	Net Income	¥	22,802		¥	26,042		¥	(3,240	)		(12.4	)



	Summary of Changes in Equity from Nonowner Sources (Comprehensive Income (Loss)):
	Net income	¥	22,802		¥	26,042		¥	(3,240	)

	Other comprehensive income (loss) (after income tax effect):
	Unrealized holding gains (losses) on available-for-sale securities		17,763			(1,527	)		19,290
	Foreign currency translation and other adjustments		(13,888	)		136			(14,024	)

	Changes in equity from nonowner sources	¥	26,677		¥	24,651		¥	2,026


Note:		In accordance with the Securities and Exchange Commission (“SEC”) Regulation S-X and EITF No. 99-19, the companies have classified their revenues by major class and reported certain revenue transactions with corresponding costs on a gross basis. The prior period figures of “Revenues” and “Cost of revenues” have been restated to conform to the current period presentation.

-3-

Condensed Consolidated Balance Sheets
(Unaudited)

(Millions of Yen)



	December 31,			March 31,			Increase/
	2004			2004			(Decrease)

ASSETS

Current Assets:
Cash and marketable securities	¥	653,160		¥	714,346		(¥	61,186	)
Trade receivables, less allowance for doubtful receivables		2,671,137			2,338,105			333,032
Inventories		584,821			513,016			71,805
Other current assets		461,924			369,007			92,917

Total current assets		4,371,042			3,934,474			436,568

Investments and Non-current Receivables:
Investments in and advances to associated companies and other investments		1,541,773			1,343,710			198,063
Non-current receivables, less allowance for doubtful receivables, and property leased to others		585,350			605,659			(20,309	)

Total investments and other non-current receivables		2,127,123			1,949,369			177,754

Property and Equipment, less Accumulated Depreciation		649,492			599,139			50,353

Other Assets		260,700			233,046			27,654

Total	¥	7,408,357		¥	6,716,028		¥	692,329

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:
Short-term debt and current maturities of long-term debt	¥	879,837		¥	1,004,421		(¥	124,584	)
Trade payables		1,952,028			1,668,197			283,831
Other current liabilities		484,748			361,167			123,581

Total current liabilities		3,316,613			3,033,785			282,828

Long-term Debt, less Current Maturities		2,783,548			2,541,221			242,327

Other Liabilities		161,168			99,683			61,485

Minority Interests		93,817			78,061			15,756

Shareholders’ Equity:
Common stock		192,493			192,487			6
Capital surplus		288,046			287,763			283
Retained earnings:
Appropriated for legal reserve		37,378			36,633			745
Unappropriated		619,439			549,521			69,918
Accumulated other comprehensive income (loss):
Unrealized holding gains and losses on available- for-sale securities		81,958			69,729			12,229
Foreign currency translation adjustments and other		(165,112	)		(171,193	)		6,081

Total accumulated other comprehensive loss		(83,161	)		(101,464	)		18,303

Treasury stock, at cost		(991	)		(1,662	)		671

Total shareholders’ equity		1,053,211			963,278			89,933

Total	¥	7,408,357		¥	6,716,028		¥	692,329


Note:		Mineral rights are classified as “Property and Equipment, less Accumulated Depreciation” at December 31, 2004, which were formerly included in “Other Assets.” The figures at March 31, 2004 have been reclassified to conform to the current period presentation.

-4-

Operating Segment Information
(Unaudited)


Nine-month period ended December 31, 2004 (from April 1, 2004 to December 31, 2004)
(Millions of Yen)

		Metal		Machinery,							Consumer		Logistics &							Other							Adjustments
		Products		Electronics &							Products		Financial							Overseas							and			Consolidated
		& Minerals		Information		Chemical			Energy		& Services		Markets		Americas			Europe		Areas		Total		All Other			Eliminations			Total

	Total Trading Transactions:
	External customers		1,941,631		1,945,478		1,403,360			1,041,741		1,999,019		70,915		897,678			294,142		577,100		10,171,064		16,948			(3,609	)		10,184,403
	Intersegment		180,930		92,258		298,563			79,743		65,535		3,363		360,622			278,199		753,117		2,112,330		8,051			(2,120,381	)		—

	Total		2,122,561		2,037,736		1,701,923			1,121,484		2,064,554		74,278		1,258,300			572,341		1,330,217		12,283,394		24,999			(2,123,990	)		10,184,403

	Gross Profit		87,026		93,227		62,680			56,002		115,568		36,091		34,824			15,189		18,877		519,484		8,704			(255	)		527,933

	Operating Income (Loss)		48,409		16,096		16,540			28,534		25,891		13,833		9,797			1,862		6,088		167,050		(1,469	)		(25,901	)		139,680

	Net Income (Loss)		35,643		20,625		(7,690	)		30,653		15,303		9,173		10,506			2,961		10,719		127,893		723			(43,713	)		84,903

	Total Assets at December 31, 2004		1,232,279		1,254,747		771,316			817,784		1,167,866		362,854		434,479			288,636		256,123		6,586,084		2,217,944			(1,395,671	)		7,408,357


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

		Metal		Machinery,							Consumer		Logistics &							Other							Adjustments
		Products		Electronics &							Products		Financial							Overseas							and			Consolidated
		& Minerals		Information		Chemical			Energy		& Services		Markets		Americas			Europe		Areas		Total		All Other			Eliminations			Total

	Total Trading Transactions:
	External customers		1,606,001		1,903,330		1,130,277			1,017,101		1,947,007		61,137		606,286			251,500		453,501		8,976,140		16,834			(10,026	)		8,982,948
	Intersegment		210,370		94,222		262,197			86,396		101,233		20,175		341,599			229,256		582,837		1,928,285		7,309			(1,935,594	)		—

	Total		1,816,371		1,997,552		1,392,474			1,103,497		2,048,240		81,312		947,885			480,756		1,036,338		10,904,425		24,143			(1,945,620	)		8,982,948

	Gross Profit		54,879		91,364		69,442			39,514		101,003		23,450		29,796			13,841		16,958		440,247		7,273			(921	)		446,599

	Operating Income (Loss)		20,233		17,818		26,359			15,308		19,584		6,904		6,218			1,672		3,933		118,029		(1,956	)		(30,088	)		85,985

	Net Income (Loss)		16,280		14,181		9,991			18,886		12,839		3,219		(1,544	)		674		7,738		82,264		(781	)		(29,619	)		51,864

	Total Assets at December 31, 2003		1,007,109		1,271,533		621,874			598,253		1,143,056		336,416		371,052			238,997		218,163		5,806,453		2,072,461			(1,191,931	)		6,686,983


Three-month period ended December 31, 2004 (from October 1, 2004 to December 31, 2004)
(Millions of Yen)

		Metal		Machinery,							Consumer		Logistics &							Other							Adjustments
		Products		Electronics &							Products		Financial							Overseas							and			Consolidated
		& Minerals		Information		Chemical			Energy		& Services		Markets		Americas			Europe		Areas		Total		All Other			Eliminations			Total

	Total Trading Transactions:
	External customers		673,259		625,161		498,912			381,393		666,952		28,141		302,742			97,505		187,076		3,461,141		5,057			(4,712	)		3,461,486
	Intersegment		63,568		18,744		92,709			26,917		10,162		1,263		118,954			72,678		275,104		680,099		2,725			(682,824	)		—

	Total		736,827		643,905		591,621			408,310		677,114		29,404		421,696			170,183		462,180		4,141,240		7,782			(687,536	)		3,461,486

	Gross Profit		29,938		30,694		23,466			14,171		37,842		13,902		11,499			4,800		6,281		172,593		2,928			(96	)		175,425

	Operating Income (Loss)		17,129		4,232		8,148			5,164		8,180		4,373		3,192			234		1,994		52,646		(1,044	)		(9,942	)		41,660

	Net Income (Loss)		13,629		3,778		(14,065	)		6,914		5,567		2,543		3,509			416		3,727		26,018		556			(3,772	)		22,802


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

		Metal		Machinery,							Consumer		Logistics &							Other							Adjustments
		Products		Electronics &							Products		Financial							Overseas							and			Consolidated
		& Minerals		Information		Chemical			Energy		& Services		Markets		Americas			Europe		Areas		Total		All Other			Eliminations			Total

	Total Trading Transactions:
	External customers		551,477		628,388		396,161			342,050		679,048		19,209		183,672			80,692		152,474		3,033,171		5,240			(1,564	)		3,036,847
	Intersegment		76,869		15,359		70,078			32,224		41,724		4,076		112,331			73,915		197,859		624,435		2,451			(626,886	)		—

	Total		628,346		643,747		466,239			374,274		720,772		23,285		296,003			154,607		350,333		3,657,606		7,691			(628,450	)		3,036,847

	Gross Profit		18,154		29,350		26,207			14,248		36,875		7,866		8,891			4,720		5,364		151,675		2,514			(50	)		154,139

	Operating Income (Loss)		6,953		6,143		11,426			6,278		9,139		2,721		1,753			693		701		45,807		(409	)		(10,481	)		34,917

	Net Income (Loss)		5,394		3,227		3,697			8,474		6,753		1,597		(1,432	)		230		2,429		30,369		718			(5,045	)		26,042

Notes:

	1.	In accordance with SFAS No.144, the figures of “Consolidated Total” for the three-month period ended December 31, 2003 and the nine-month period ended December 31, 2003 have been reclassified.
		The reclassifications to “Income (Loss) from Discontinued Operations — Net (After Income Tax Effect)” are included in “Adjustments and Eliminations.”
	2.	Effective April 1, 2004, the companies integrated the business operations of their domestic branches and offices into business units in the Head Office, reorganized business units in the Head Office, and the composition of reportable operating segments was changed in the three-month period ended December 31, 2004 and the nine-month period ended December 31, 2004. The operating segment information for the three-month period ended December 31, 2003 and the nine-month period ended December 31, 2003 have been restated to conform to the current period presentation. The primary changes are as follows:

	(a)	The former “Domestic Branches and Offices” was abolished and transferred to each product-focused operating segment in the Head Office based on the nature of previous operations.
	(b)	Certain operations, which had been included in “Metal Products & Minerals” and “All Other”, were reported as “Logistics & Financial Markets.”
	(c)	The media-related businesses oriented to consumers, which had been included in “Machinery, Electronics & Information,” were transferred to “Consumer Products & Services.”

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

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Table of Contents

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