Annual Report
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2010

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

OR

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 0-9929

 

 

MITSUI BUSSAN KABUSHIKI KAISHA

(Exact name of Registrant as specified in its charter)

MITSUI & CO., LTD.

(Translation of Registrant’s name into English)

JAPAN

(Jurisdiction of incorporation or organization)

2-1, OHTEMACHI 1-CHOME, CHIYODA-KU, TOKYO 100-0004, JAPAN

(Address of principal executive offices)

Kenichi Hori, 81-3-3285-7533, K.Hori@mitsui.com

(Name, Telephone, E-mail Address of Company Contact Person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of Each Class   Name of Each Exchange On Which Registered
Common Stock   Nasdaq Stock Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31, 2010, 1,824,821,883 shares of common stock were outstanding including

23,440,400 shares represented by an aggregate of 1,172,020 American Depositary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

    Yes  x    No   ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

    Yes  ¨    No   x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                    Accelerated filer  ¨                    Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x                    International Financial Reporting Standards as issued                    Other  ¨

         by the International Accounting Standards Board  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Yes  ¨    No   x

 

 

 


Table of Contents

Certain References and Information

As used in this report, “Mitsui” is used to refer to Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha), “we”, “us”, and “our” are used to indicate Mitsui & Co., Ltd. and subsidiaries, unless otherwise indicated. “Share” means one share of Mitsui’s common stock, “ADS” means an American Depositary Share representing 20 shares, and “ADR” means an American Depositary Receipt evidencing one or more ADSs. Also, “dollar” or “$” means the lawful currency of the United States of America, and “yen” or “¥” means the lawful currency of Japan.

All financial statements and information contained in this annual report have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, except where otherwise noted.

A Cautionary Note on Forward-Looking Statements

This annual report includes forward-looking statements based on our current expectations, assumptions, estimates and projections about our business, our industry and capital markets around the world. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “expect”, “anticipate”, “estimate”, “plan” or similar words. The forward-looking statements in this annual report are subject to various risks, uncertainties and assumptions. These statements discuss future expectations, identify strategies, contain projections of results of operations or of our financial position, or state other forward-looking information. Known and unknown risks, uncertainties and other factors could cause our actual operating results to differ materially from those contained or implied in any forward-looking statement. Our expectations expressed in these forward-looking statements may not turn out to be correct, and our actual results could materially differ from and be worse than our expectations.

Important risks and factors that could cause our actual results to differ materially from our expectations are discussed in this “Item 3.D. Risk Factors” or elsewhere in this annual report and include, without limitation:

 

   

changes in economic conditions that may lead to unforeseen developments in markets for products handled by us;

 

   

fluctuations in currency exchange rates that may cause unexpected deterioration in the value of transactions;

 

   

adverse political developments in the various jurisdictions where we operate, which among things, may create delays or postponements of transactions and projects;

 

   

changes in laws, regulations or policies in any of the countries where we conduct our operations; and

 

   

significant changes in the competitive environment.

We do not assume, and specifically disclaim, any obligation to update any forward-looking statements which speak only as of the date made.

 

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TABLE OF CONTENTS

 

      Page

PART I

   5

Item 1. Identity of Directors, Senior Management and Advisers

   5

Item 2. Offer Statistics and Expected Timetable

   5

Item 3. Key Information

   5

A. Selected Financial Data

   5

B. Capitalization and Indebtedness

   7

C. Reasons for the Offer and Use of Proceeds

   7

D. Risk Factors

   8

Item 4. Information on the Company

   16

A. History and Development of the Company

   16

B. Business Overview

   21

C. Organizational Structure

   60

D. Property, Plant and Equipment

   66

Item 4A. Unresolved Staff Comments

   88

Item 5. Operating and Financial Review and Prospects

   88

A. Operating Results

   88

B. Liquidity and Capital Resources

   154

C. Research & Development

   168

D. Trend Information

   168

E. Off-Balance Sheet Arrangements

   168

F. Tabular Disclosure of Contractual Obligations

   169

Item 6. Directors, Senior Management and Employees

   170

A. Directors and Senior Management

   170

B. Compensation

   180

C. Board Practices

   181

D. Employees

   184

E. Share Ownership

   185

Item 7. Major Shareholders and Related Party Transactions

   186

A. Major Shareholders

   186

B. Related Party Transactions

   187

C. Interests of Experts and Counsel

   188

Item 8. Financial Information

   188

A. Consolidated Statements and Other Financial Information

   188

B. Significant Changes

   189

Item 9. The Offer and Listing

   190

A. Offer and Listing Details

   190

B. Plan of Distribution

   191

C. Markets

   191

D. Selling Shareholders

   191

E. Dilution

   191

F. Expenses of the Issue

   191

Item 10. Additional Information

   191

A. Share Capital

   191

B. Memorandum and Articles of Association

   191

C. Material Contracts

   200

D. Exchange Controls

   201

E. Taxation

   202

F. Dividends and Paying Agents

   206

G. Statement by Experts

   206

 

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      Page

H. Documents on Display

   206

I. Subsidiary Information

   206

Item 11. Quantitative and Qualitative Disclosures about Market Risk

   206

Item 12. Description of Securities Other than Equity Securities

   210

PART II

   211

Item 13. Defaults, Dividend Arrearages and Delinquencies

   211

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

   211

Item 15. Controls and Procedures

   211

Item 16A. Audit Committee Financial Expert

   212

Item 16B. Code of Ethics

   212

Item 16C. Principal Accountant Fees and Services

   213

Item 16D. Exemptions from the Listing Standards for Audit Committees

   214

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

   215

Item 16F. Change in Registrant’s Certifying Accountant

   215

Item 16G. Corporate Governance

   215

PART III

   219

Item 17. Financial Statements

   219

Item 18. Financial Statements

   219

Item 19. Exhibits

   219

 

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PART I

Item 1.    Identity of Directors, Senior Management and Advisers.

Not applicable.

Item 2.    Offer Statistics and Expected Timetable.

Not applicable.

Item 3.    Key Information.

 

A. Selected Financial Data.

The selected consolidated income statement data and the selected consolidated cash flow statement data for the years ended March 31, 2010, 2009, and 2008 and the selected consolidated balance sheet data as of March 31, 2010 and 2009 below are derived from our audited consolidated financial statements prepared in accordance with U.S. GAAP, which are included elsewhere in this Form 20-F. The selected consolidated income statement data and the selected consolidated cash flow statement data for the years ended March 31, 2007 and 2006 and the selected consolidated balance sheet data as of March 31, 2008, 2007 and 2006 are derived from our previously published audited consolidated financial statements prepared in accordance with U.S. GAAP, which are not included in this Form 20-F. The consolidated financial statements as of March 31, 2010 and 2009 and for the years ended March 31, 2010, 2009 and 2008 have been audited by Deloitte Touche Tohmatsu LLC, an independent registered public accounting firm, whose report is filed as part of this Form 20-F.

The selected financial data have been prepared in accordance with U.S. GAAP and should be read in conjunction with, and are qualified in their entirety by reference to “Item 5. Operating and Financial Review and Prospects,” and our consolidated financial statements and notes thereto included elsewhere in this Form 20-F.

 

    In Billions of Yen, Except Amounts per Share
and Common  Stock Data
    As of or for the Years Ended March 31,
            2010                   2009                   2008                   2007                   2006        

Consolidated Income Statement Data:

         

Results of Operations:

         

Revenues

  ¥ 4,096   ¥ 5,505   ¥ 5,715   ¥ 4,777   ¥ 4,020

Gross Profit

    702     999     981     860     780

Equity in Earnings of Associated Companies—Net

    131     121     213     213     141

Income from Continuing Operations
before attribution of Noncontrolling Interests

    168     209     383     315     228

Net Income attributable to Mitsui & Co., Ltd.

    150     178     410     302     202

Income from Continuing Operations
attributable to Mitsui & Co., Ltd. per Share:

         

Basic

    82.48     95.74     186.71     172.18     133.89

Diluted

    82.47     95.47     184.76     163.35     126.01

Net Income attributable to Mitsui & Co., Ltd. per Share:

         

Basic

    82.12     97.59     227.20     174.26     126.26

Diluted

    82.11     97.32     224.82     165.32     118.85

Cash Dividends Declared per Share

    7     48     40     31     20

Cash Dividends Declared per Share in U.S. Dollars(1)

  $ 0.08   $ 0.48   $ 0.35   $ 0.27   $ 0.17

 

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     In Billions of Yen, Except Common Stock Data  
     As of or for the Years Ended March 31,  
     2010     2009     2008     2007     2006  

Consolidated Balance Sheet Data:

          

Financial Position at Year-End:

          

Total Assets

   ¥ 8,369      ¥ 8,364      ¥ 9,538      ¥ 9,813      ¥ 8,574   

Total Mitsui & Co., Ltd. Shareholders’ Equity

     2,230        1,882        2,184        2,110        1,678   

Total Equity

     2,430        2,111        2,428        2,349        1,796   

Long-term Debt, less Current Maturities

     2,910        2,841        2,944        2,888        2,659   

Common Stock

     341        340        338        323        296   

Other Information at Year-End:

          

Common Stock:

          

Number of Shares Outstanding (in Thousands)

     1,824,822        1,821,158        1,816,640        1,784,627        1,722,954   
     In Billions of Yen  
     For the Years Ended March 31,  
     2010     2009     2008     2007     2006  

Consolidated Cash Flow Statement Data:

          

Cash Flows:

          

Net Cash Provided by Operating Activities

   ¥ 632      ¥ 583      ¥ 416      ¥ 239      ¥ 146   

Net Cash Used in Investing Activities

     (180     (291     (105     (418     (347

Net Cash (Used in) Provided by Financing Activities

     (214     (10     (185     272        92   
     For the Years Ended March 31,  
     2010     2009     2008     2007     2006  

Other:

          

Return on Equity(2)

     7.3     8.7     19.1     15.9     14.5

Number of Shareholders

     134,564        130,019        105,338        102,324        121,503   

 

(1) The U.S. dollar amounts represent translations of the Japanese yen amounts at the rates in effect on the respective dividend payment dates.
(2) Return on Equity is calculated as annual consolidated net income divided by average balance of Mitsui & Co., Ltd. shareholders’ equity between beginning date and ending date of each fiscal year.
(3) Effective the year ended March 31, 2010, we adopted Accounting Standards Codification (“ASC”) 810-10-65, “Consolidation-Transition Related to Financial Accounting Standards Board (“FASB”) Statement No.160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin (“ARB”) No.51,” which was formerly Statement of Financial Accounting Standards (“SFAS”) No.160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No.51.”
   As a result of the adoption of this section, Net Income changes to Net Income attributable to Mitsui & Co., Ltd.
(4) In accordance with ASC205-20, “Presentation of Financial Statements-Discontinued Operations,” which was formerly SFAS No.144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the figures for the year ended March 31, 2009, 2008, 2007 and 2006 relating to discontinued operations have been reclassified.

 

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(5) In the statements of consolidated income, tax effects on investments in associated companies which were formerly included in “Equity in Earnings of Associated Companies—Net (After Income Tax Effect)” are included in “Income Taxes” for the year ended March 31, 2010. At the same time, “Equity in Earnings of Associated Companies—Net (After Income Tax Effect)” has been changed to “Equity in Earnings of Associated Companies—Net.” The amounts of tax effects on investments in associated companies for the years ended March 31, 2009, 2008, 2007 and 2006 have been reclassified to conform to the current year presentation.

Exchange Rate Information

The information set forth below with respect to exchange rates is based on the daily exchange rate data for Japanese yen of the Federal Reserve Board. These rates are provided solely for the convenience of the reader and are not the exchange rates used by us in the preparation of our consolidated financial statements included in this annual report.

The official exchange rate on July 30, 2010 was ¥86.43 = U.S.$1.00. The following table sets forth the high and low official noon buying rates for Japanese yen of the Federal Reserve Board in each month of the previous six months.

 

     Yen per U.S. Dollar
             High                    Low        

July 2010

   88.59    86.40

June 2010

   92.33    88.39

May 2010

   94.68    89.89

April 2010

   94.51    92.03

March 2010

   93.40    88.43

February 2010

   91.94    88.84

The following table sets forth the average exchange rate for each of the last five fiscal years. We have calculated these average rates by using the rate on the daily exchange rate data for Japanese yen of the Federal Reserve Board on the last business day of each month during the relevant fiscal year.

 

     Yen per U.S. Dollar

Year Ended March 31,

   Average Rate

2010

   ¥ 92.49

2009

     100.85

2008

     113.61

2007

     116.55

2006

     113.67

Fluctuations in the exchange rate between the Japanese yen and the U.S. dollar will affect the U.S. dollar equivalent of the Japanese yen-denominated prices of Mitsui’s shares and, as a result, will affect the market prices of Mitsui’s ADSs in the United States.

 

B. Capitalization and Indebtedness.

Not required.

 

C. Reasons for the Offer and Use of Proceeds.

Not applicable.

 

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D. Risk Factors.

You should carefully consider the risks and uncertainties described below and the other information in this annual report, including the discussion in “Item 5. Operating and Financial Review and Prospects,” as well as our consolidated financial statements and related notes included elsewhere in this annual report.

The decline in the volume of trade and the flow of goods and materials resulting from the worldwide economic downturn may adversely impact our business, results of operations and financial condition.

Our global business activities are affected by economic conditions both globally and regionally. Among other locations, we are particularly vulnerable to downward economic trends in Japan, China and the United States. An economic downturn may cause a reduction in the flow of goods and materials, a decline in consumer spending and capital investment, and subsequently a decline in demand from our customers for our products and services, which may have an adverse impact on our business, results of operations and financial condition. For further discussion about the impact of economic conditions on our results of operations for the years ended March 31, 2010 and 2009, see “Item 5.A. Operating Results—Results of Operations—Summary of Operations for the Years Ended March 31, 2010 and 2009.”

Fluctuations in commodity prices, especially crude oil, iron ore, coal and copper, may adversely affect our business, results of operations and financial condition.

We are engaged in trades in and, as the case may be, production of a variety of commodities in the global commodities market including mineral resources, energy, chemical and agricultural products. Among others, significance of operating results from our mineral resources and energy producing activities in our overall operating results has considerably intensified, reflecting the rising prices of such commodities as well as increased production in these operations. Unexpected movements in commodity prices may adversely affect our business, results of operations and financial condition.

For further information about the impact by commodity price fluctuations on our results of operations for the year ended March 31, 2010 and in the future, see “Item 5.A. Operating Results—Results of Operations—Operating Results by Operating Segment.”

Exchange rate fluctuations may adversely affect our results of operations, especially because a major part of our results of operations are generated at our overseas subsidiaries and associated companies.

Although our reporting currency is the Japanese yen, a significant portion of our business operations, consolidated revenues and operating expenses is denominated in currencies other than the Japanese yen. As a result, appreciation or depreciation in the value of other currencies as compared to the Japanese yen could result in material transactional gains or losses. As most of revenues, costs of revenues, and selling, general and administrative expenses incurred from regular business activities at overseas subsidiaries and associated companies are quoted in the U.S. dollar, the Australian dollar, the Brazilian real, or other currencies, our net income may be affected by the fluctuations of these currencies and we are exposed to translation risk in our assets and liabilities denominated in foreign currencies. In addition, exchange rate fluctuations may reduce the value of investment in overseas subsidiaries and associated companies and adversely affect our accumulated other comprehensive income. As a result, exchange rate fluctuations may negatively affect our results of operations.

The recent trend has been for the Japanese yen to appreciate in value against the U.S. dollar. For example, the average U.S. dollar-Japanese yen exchange rate during the year ended March 31, 2010 was 92.61 yen = U.S. $1, representing Japanese yen appreciation of 8.0% compared to the prior year. In addition, the Japanese yen has further appreciated to the upper 80s range against the U.S. dollar as of the filing of this 20-F. Yen appreciation generally has the effect of reducing our net income. For example, we approximate that yen appreciation by 1 yen against U.S. $1, Australian $1 and Brazilian R$1 would have the net effect of reducing net

 

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income by approximately 0.9 billion yen, 2.1 billion yen and 0.7 billion yen, respectively, for the year ending March 31, 2011. See “Item 3.A. Selected Financial Data—Exchange Rate Information”, “Item 5.A. Operating Results— Summary of Operation for Years ended March 31, 2010 and 2009—Impact of Foreign Currency Exchange Fluctuation on Operating Results for 2010” and “Item 5. B. Liquidity and Capital Resources.”

We are subject to diverse counterparty credit risks which our management policy for credit exposure cannot eliminate entirely.

We are exposed to diverse counterparty credit risks reflecting a variety of businesses. For example:

 

   

Many of our customers purchase products and services from us on credit. At March 31, 2010, current trade receivable (less unearned interest and allowance for doubtful receivables—current) was ¥1,819.0 billion, representing 21.7% of our total assets and recognized losses for doubtful receivables—current for the year ended March 31, 2010 and balance of the allowance for doubtful receivables—current were ¥6.2 billion and ¥18.4 billion, respectively;

 

   

We engage in significant project financing activities as a lender or guarantor whereby we assume repayment risk; and

 

   

We have counterparty payment risk from various derivative transactions we enter into as part of our hedging activities.

Diverse types of credit losses may adversely affect our results of operations and business.

Changes in interest rates could have an adverse effect on our results of operations because of our significant short-term and long-term debt.

We are exposed to risks associated with interest rate fluctuations, which may affect our overall operational costs and the value of our financial assets and liabilities, particularly our significant debt obligations, including ¥241.4 billion short-term debt and ¥3,230.3 billion long-term debt as of March 31, 2010. An increase in interest rates, especially in Japan and the United States, may adversely affect our results of operations.

For information on our funding sources, see “Item 5.B. Liquidity and Capital Resources.”

If the value of assets for which we act as lessor, such as real property, rolling stock, ocean transport vessels and equipment declines, we may record significant impairment losses.

Assets for which we act as lessor, such as real property, rolling stock, ocean transport vessels and equipment are exposed to potential significant impairment losses due to the decline in the value of these assets. As of March 31, 2010, the value of these assets in which we act as lessor, presented on our Consolidated Balance Sheets as “Property leased to others—at cost, less accumulated depreciation,” was ¥224.0 billion. The carrying amounts of these assets in which we act as lessor are affected by certain factors which are beyond our control such as their global supply and demand, prevailing interest rates, prices of relevant products and services and regional and/or global cyclical trends. Any adjustments for impairment losses with respect to such assets may have an adverse effect on our results of operations and financial condition.

For information on our accounting policies and estimates with respect to impairment on long-lived assets, see “Critical Accounting Policies and Estimates—Impairment of Long-Lived Assets” of “Item 5.A. Operating Results.”

 

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Declines in the market value of equity and/or debt securities in Japan may decrease the value of our pension assets which in turn may increase the cost of satisfying our unfunded pension obligations.

Declines in the market value of Japanese government bonds, other debt securities and marketable equity securities in Japan would reduce the value of our pension plan assets. Decline in the value of our pension plan assets or increase in our unfunded pension obligations could adversely affect our results of operations and financial condition.

For information on our accounting policies and estimates with respect to pension benefit costs, see “Critical Accounting Policies and Estimates” of “Item 5.A. Operating Results” and Note 14, “PENSION COSTS AND SEVERANCE INDEMNITIES,” to our consolidated financial statements.

Our liquidity could be adversely affected by a downgrade in our credit ratings, significant changes in the lending or investment policies of our creditors or investors.

A downgrade in our credit ratings or significant changes in the lending or investment policies of our creditors or investors could result in an increase in our interest expense and could adversely impact our ability to access the debt markets, and could have an adverse effect on our financial position and liquidity.

For information on our funding sources and credit ratings, see “Item 5.B. Liquidity and Capital Resources.”

Due to our significant investments in marketable equity securities, a substantial decline in the stock market could negatively affect our investment portfolio.

A significant portion of our investment portfolio consists of marketable equity securities. At March 31, 2010, our marketable equity securities were carried at a fair value of ¥475.2 billion, representing 5.7% of our total assets. While we periodically review our investment portfolio volatility, a decline in the equity securities market could negatively impact the value of our investment portfolio and our results of operations and financial condition.

For information on our accounting policies and estimates with respect to impairment of marketable securities, see “Critical Accounting Policies and Estimates” of “Item 5.A. Operating Results.”

Some of our operations are concentrated in a limited number of regions or countries, which could harm our business, results of operations and financial condition if activity levels in these regions or countries decline.

Various types of businesses worldwide sometimes expose us to risks associated with regional political and economic instabilities. Furthermore, some of our business activities may be exposed to concentration risk in particular industries located in specific regions or countries. For example:

 

   

In Russia and Brazil, we have significant interests in the exploration, development and production of mineral resources and energy.

 

   

In Indonesia, we actively participate in infrastructure projects, including the operation of power plants, and maintain a nationwide motorcycle retail finance business.

As a result, declining levels of trading activities or asset volumes in specific sectors in certain regions or countries could have a disproportionately negative effect on our business, results of operations and financial condition.

For more information, see “Energy Segment”, “Mineral & Metal Resources Segment” and “Machinery & Infrastructure Projects Segment” of “Item 4.B. Business Overview” and “Critical Accounting Policies and Estimates” of “Item 5.A. Operating Results.”

 

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We may not be able to successfully restructure or eliminate unprofitable or underperforming subsidiaries or associated companies in a timely manner and any efforts to do so may not improve our results of operations and financial condition.

As of March 31, 2010, we had 292 consolidated subsidiaries and 169 associated companies. We have been continuously restructuring underperforming businesses of our consolidated subsidiaries and associated companies from the viewpoint of operational efficiency as well as profitability. If we fail to successfully restructure or eliminate our underperforming subsidiaries and associated companies in a timely manner or if these efforts fail to improve our business operations as contemplated, our business operations may become less efficient and our results of operations and financial condition may be adversely affected.

Our alliances by forming joint ventures with third parties and strategic investments in third parties may not result in successful operations.

We participate in various businesses directly or indirectly through joint ventures or by making strategic investments in other companies and business enterprises. The outcome of these joint ventures and strategic investments is unpredictable because:

 

   

operational success is critically dependent on factors that are beyond our control such as the financial condition and performance of the partner companies or the strategic investees; or

 

   

with respect to certain associated companies, we may fail to exercise adequate control over the management, operations and assets of the companies in which we invested or may fail to make major decisions without the consent of other shareholders or participants due to lack of common business goals and strategic objectives with our alliance partners.

Any occurrence of these events could have a material adverse effect on our results of operations and financial condition.

Our businesses in exploration, development and production of mineral resources and oil and gas may not develop in line with assumed costs and schedules, and are subject to the risks associated with estimating reserves and the operating performance of third party operators.

Reflecting the rising prices of mineral resources and oil and gas as well as increased production in recent years, exploration, development and production of mineral resources and oil and gas are becoming more significant to our results of operations and financial condition. Mining and oil and gas projects involve risks, such as the following:

 

   

development of projects may face schedule delays or cost overruns due to difficulties in technical conditions, procurement of materials, financial conditions and government regulations;

 

   

reserves are estimated based on available geological, technical, contractual and economic information, and thus actual development and production may significantly differ from originally estimated reserves; and

 

   

exploration activities may not produce successful results as originally expected due to technical difficulties in estimating the likelihood of success.

We participate as a non-operator in many of these projects. Under these circumstances, we carefully consider the business potential and profitability of projects based on the information and data provided by operators, who substantially control operations of such projects, including decision-making in the course of development and production. In addition to the above-mentioned risks, an operators’ failure in managing those projects may adversely affect our results of operations and financial condition.

For more information, see “Mineral & Metal Resources Segment” and “Energy Segment” of “Item 4.B. Business Overview.”

 

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Intense competition from other Japanese general trading companies could have an adverse effect on our results of operations and financial condition.

Our primary competition is with other Japanese general trading companies which engage in similar business activities in various fields. Our competitors may have:

 

   

stronger business associations and relationships with our customers, suppliers and business partners in both domestic and global markets; or

 

   

stronger global network and regional expertise, diversified global customer bases, greater financial engineering skills and market insights.

Unless we can successfully continue to meet the changing needs of our customers by providing them with innovative and integrated services in a cost effective manner, we may lose our market share or relationships with our existing customers in certain of our operating segments. Failure to successfully compete with our competitors may have an adverse effect on our results of operations and financial condition.

We may lose opportunities for entry into new business areas because of the limitation of required human resources.

In response to the maturation of consumption in Japan and other developed countries, we have been focusing on entering new consumer oriented businesses. Additionally, we are undertaking a reorganization of our traditional businesses in industrial products and raw materials to better reflect the globalization of the economy and the rapid progress of information technology. However, in certain new business areas which we regard as important, we may have a shortage of required human resources for carrying out our business plans and managing other personnel, which can cause a loss of opportunities to start new businesses, which in turn may adversely affect our future business, results of operations and financial condition.

Restrictions under environmental laws and regulations and any accidents relating to our use of hazardous materials could negatively affect our business, results of operations and financial condition.

We are involved in various projects and business transactions worldwide that are subject to extensive environmental laws and regulations. In particular, our Mineral & Metal Resources Segment and Energy Segment may be adversely affected by present or future environmental regulations or enforcement in connection with our exploration, development and production activities. For example, we are subject to complex sets of environmental regulations in Australia, Brazil, Russia, and the Middle East. These laws and regulations may:

 

   

require us to perform site clean-ups;

 

   

require us to curtail or cease certain operations;

 

   

impose fines and payments for significant environmental damage;

 

   

require us to install costly pollution control equipment; and

 

   

require us to modify our operations.

Newly enacted environmental laws and regulations or changes therein and protests by environmental groups may materially impact the progress of these projects.

 

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Mitsui and its United States subsidiary, Mitsui & Co. (U.S.A.), Inc. are shareholders of Coronet Industries Inc. (“Coronet”), a former manufacturer of animal feed supplements, each with 18% and 12% share interest respectively. Coronet has been working with the U.S. Environmental Protection Agency (“EPA”) and the State of Florida on an investigation on environmental conditions related to its prior operations at its facility in the state of Florida. In addition, Coronet has been named as defendant in a civil action initiated by several hundreds of residents residing in areas adjacent to the facility. Mitsui and Mitsui & Co. (U.S.A.), Inc., together with prior owners of Coronet’s assets, have been named as defendants in such action.

We face significant uncertainty regarding the oil spill incident at the Mississippi Canyon 252 Block in the Gulf of Mexico.

A third-party semi-submersible drilling rig, known as the Deepwater Horizon rig, which was conducting exploration work on the Mississippi Canyon 252 block in the Gulf of Mexico, experienced an explosion on April 20, 2010, which sank the drilling rig and resulted in a spill of hydrocarbons from the well. MOEX Offshore 2007 LLC, a 100% subsidiary of MOEXUSA Corporation, has a 10% working interest in the Mississippi Canyon 252 block as a non-operator. MOEX USA Corporation is a 100% subsidiary of Mitsui Oil Exploration Co., Ltd., which in turn is a 69.91%-owned subsidiary of Mitsui. A 25% working interest in the block is held by an affiliate of Anadarko Petroleum Corporation. BP Exploration and Production Inc., an affiliate of BP p.l.c. (BP Exploration and Production Inc. and BP p.l.c. are hereinafter collectively called “BP”), and the holder of the 65% working interest in the block, which is the operator of the block, as well as other companies and governmental agencies continue to work on operations to stem the flow of oil and to collect and disperse oil that has reached the surface of the sea.

MOEX Offshore 2007 LLC has received, and expects to continue to receive, invoices from BP seeking reimbursement of costs incurred by BP related to BP’s response to the Deepwater Horizon incident. As of the date of this annual report, the aggregate amount of costs covered by these invoices is approximately US$974 million. Mitsui Oil Exploration Co., Ltd., MOEX USA Corporation, MOEX Offshore 2007 LLC and Mitsui & Co. (U.S.A.), Inc. have been named as defendants in various legal actions. In light of the numerous ongoing investigations that are currently taking place to determine the facts and circumstances surrounding the incident, the numerous lawsuits that are pending and the others that are expected to be commenced against MOEX Offshore 2007 LLC and its affiliates and the provisions of the operating agreement relating to the well that affect the respective rights and responsibilities of the three holders of interests in the lease for costs associated with the incident, MOEX Offshore 2007 LLC is undertaking a very careful and independent review of BP’s claims for reimbursement. For the reasons expressed above, MOEX Offshore 2007 LLC is withholding payment of the referenced invoices, pending further discussions with BP and the resolution of the outstanding issues referenced above.

Given our indirect equity interest in a non-operating holder of the lease on which the rig was drilling, and in light of the ongoing issues referenced above, we currently are unable to estimate the potential liability of MOEX Offshore 2007 LLC or its affiliates, if any, resulting from the incident. However, there can be no assurance that (a) MOEX Offshore 2007 LLC or its affiliates will not be required to contribute to the cost of the ongoing clean-up and other costs associated with the incident as a result of governmental actions, initiatives or proceedings, (b) current and future legal proceedings against MOEX Offshore 2007 LLC or its affiliates brought by governmental or private parties, which may involve civil and criminal claims for damages, penalties or injunctive relief, will not result in substantial liability for MOEX Offshore 2007 LLC or its affiliates, (c) the indemnification provisions of the operating agreement relating to the well, or coverage under insurance policies with respect to the incident will be available or adequate to cover any claims made under the operating agreement or otherwise and (d) the holders of interests in the lease, their affiliates and others will be able to agree to a mutually acceptable allocation of the costs associated with the incident or their ability to pay their share thereof,

 

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including to resolve outstanding and future requests for reimbursement of costs made by BP. As a result, given these factors and the magnitude of the incident and the ongoing clean-up efforts, any such liability could have a material adverse effect on our results of operations and financial condition.

We are subject to extensive laws and regulations in Japan and other countries throughout the world. Changes in these laws and regulations could adversely affect our results of operations and financial condition.

Our business operations are subject to extensive laws and regulations in Japan and other countries throughout the world. Our operations are subject to laws and regulations governing, among other things, commodities, consumer protection, business and investment approvals, environmental protection, currency exchange control, import and export (including restrictions from the viewpoint of national and international-security), taxation, and antitrust. Moreover, many of our infrastructure projects in developing countries are subject to less developed legal systems. As a result, our costs may increase due to factors such as the lack of a comprehensive set of laws and regulations, an unpredictable judicial system based on inconsistent application and interpretation of laws and regulations, and changing practices of regulatory and administrative bodies. For example, we are subject to sudden and unpredictable changes to:

 

   

tariffs for products and services that we provide;

 

   

technical specifications with respect to environmental regulations;

 

   

income tax and duty rates; and

 

   

foreign exchange controls with respect to repatriation of investments and dividends.

Furthermore, while we are involved in the exploration, development and production activities through various contractual arrangements, the contracts may not be honored or extended when they expire. Moreover, the regulatory bodies of these areas may unilaterally interfere and alter the contractual terms of our oil and gas as well as mineral resource producing operations involving production rates, pricing formulas, royalties, environmental protection cost, land tenure or otherwise. If these regulatory bodies unilaterally alter such contractual terms or if we are unable to comply with any new laws and regulations, our business, results of operations and financial condition could be adversely affected.

Furthermore, we could incur substantial additional costs to comply with any new laws and regulations. See “Item 4.B. Business Overview—Government Regulations.”

The actual amount of dividend payment our shareholders of record receive may differ from the forecasts announced prior to the record date.

The customary dividend payout practice of publicly listed companies in Japan may significantly differ from the practice widely followed in other markets. Our dividend payout practice is no exception.

We ordinarily announce a certain dividend payout policy at the beginning of each fiscal year and also provide guidance for annual dividends based on the forecast of our financial results including consolidated net income. Interim dividends are paid to shareholders on record of September 30 of each fiscal year after reviewing our financial results during the first six months of each fiscal year as well as our forecast of our financial results during the last six months of the same fiscal year. The decision of declaration and payment is solely a matter of discretion of our Board of Directors, and such a decision may be made after the September 30 record date, and thus may differ from our guidance provided prior to such record date.

The amount and payment of year-end dividend are determined by our Board of Directors based on the actual financial results including consolidated net income. It also requires the approval of shareholders at the annual general meeting held in June of each year, if we propose to declare the year-end dividend. Our Board of Directors

 

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decides and submits a proposal for the year-end dividend declaration a few weeks before the annual general meeting. If the shareholders’ approval is given, dividend payments are made to shareholders of record.

The shareholders of record may sell shares after the March 31 record date with the anticipation of receiving a certain dividend payment. However, the declaration of year-end dividends is approved by our shareholders only in June, usually based upon a proposal submitted by our Board of Directors. As such, we may have announced dividend-related forecasts prior to the record date; but, in making a decision on the year-end dividend declaration, neither our shareholders nor our Board of Directors are legally bound by such forecast. Moreover, where our consolidated net income turns out to be lower than we originally forecast, we may not submit any year-end dividend proposal to the annual general meeting of shareholders.

Employee misconduct could adversely affect our results of operations and reputation.

Due to our size, as well as the operational and geographic breadth of our activities, our day-to-day operations are necessarily de-centralized. As a result, we cannot fully ensure that our employees comply with all applicable laws and regulations as well as our internal policies. For example, our employees may engage in unauthorized trading activities and exceed the allotted market risk exposure for various commodities or extend an unauthorized amount of credit to a client, which, in either case, may result in unknown losses or unmanageable risks. Moreover, our employees could engage in various unauthorized activities prohibited under the laws of Japan or other jurisdictions to which we are subject, including export regulations, anticorruption laws, antitrust laws and tax regulations. The efforts we undertake to ensure employees’ compliance with applicable laws and regulations as well as our internal policies may not succeed in preventing misconduct by our employees.

Depending on its nature, employees’ misconduct could have negative effects on our results of operations and reputation.

Failure to maintain adequate internal controls over financial reporting could negatively affect our reputation.

We are engaged in business activities in a variety of products and services worldwide and thus our internal control over financial reporting needs to be established for numerous transaction patterns. We may be unable to maintain adequate internal control over financial reporting, and thus not be able to assert that our internal control over financial reporting is effective. This could adversely affect the capital market’s perception of us and may cause negative market reactions.

Climate change could adversely affect our results of operations.

Among extreme weather conditions which have been increasing recently due to climate change, intense storms, especially hurricanes and cyclones, which are strong tropical depressions in the Atlantic and South Pacific oceans, respectively, may cause a material negative impact on production and shipments of our mineral resources, coal, oil and gas, and salt producing operations, leading us to recognize increased costs and/or decreased sales volumes. In case that mining sites, productive facilities, and infrastructure used for shipments such as roads, railways and ports, are seriously damaged by extreme weather conditions, operations and shipments could stop for indeterminate periods. Extreme weather conditions could also adversely affect foods raw material producing activities in which we have investments.

Initiatives to reduce greenhouse gases, which are said to be the root cause of climate change and global warming, are undertaken globally, such as the Kyoto Protocol, which came into effect for that objective. Introduction of government-imposed greenhouse gas emission restrictions including environmental tax, and cap and trade schemes of emission credit could adversely affect the results of our businesses which use fossil fuel and emit a large amount of greenhouse gas, such as independent power producing businesses where we have minority share holdings.

 

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Because of daily price range limitations under Japanese stock exchange rules, you may not be able to sell your shares of our common stock at a particular price on any particular trading day, or at all.

Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price range limitations for each stock, based on the previous day’s closing price. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits on these exchanges. Consequently, an investor wishing to sell at a price above or below the relevant daily limit on these exchanges may not be able to effect a sale at such price on a particular trading day, or at all.

See “Item 10.B. Memorandum and Articles of Association—Daily Price Fluctuation Limits under Japanese Stock Exchange Rules.”

As holders of ADSs, you will have fewer rights than a direct shareholder and you will have to act through the depositary to exercise those rights.

The rights of shareholders under Japanese law to take actions, including exercising voting rights, receiving dividends and distributions, bringing derivative actions, examining our accounting books and records and exercising appraisal rights are available only to holders recorded on our register of shareholders. Because the depositary, through its custodian agents, is the recorded holder of the shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares underlying your ADSs as instructed by you and will pay to you the dividends and distributions collected from us. However, as ADS holders, you will not be able to bring a derivative action, examine our accounting books and records or exercise appraisal rights except through and with the consent of the depositary.

Item 4.    Information on the Company.

 

A. History and Development of the Company.

History

Mitsui Bussan Kabushiki Kaisha (“Mitsui & Co., Ltd.” in English) was originally incorporated on July 25, 1947, as Daiichi Bussan Kabushiki Kaisha, a corporation (Kabushiki Kaisha) under the Commercial Code of Japan with common stock of ¥195,000. We were originally listed on the Tokyo Stock Exchange in May 1949.

Our registered office is located at 2-1, Ohtemachi 1-chome, Chiyoda-ku, Tokyo 100-0004, Japan. Mitsui’s telephone number is +81-3-3285-1111.

Since our establishment, our business lines have involved trading in a variety of commodities, including the import of raw materials and the export of industrial products. As we grew in tandem with the Japanese postwar economic recovery, we expanded into overseas activities, such as the establishment of Mitsui & Co. (Australia) Ltd. in 1956. During the 1950s, Daiichi Bussan Kabushiki Kaisha was formed through the merger of various trading companies. On February 16, 1959, that entity took our present name, after having attained the status of being one of the largest general trading companies, and a history closely connected to the development of foreign trade in postwar Japan. An example of a business activity which introduced innovative industrial systems to Japan in our early days was the establishment of Nippon Remington Univac Kaisha Ltd. (currently Nihon Unisys Ltd.), a domestic computer related joint venture with Sperry Rand Corporation of the United States, in 1958.

During the 1960s, the Japanese government promoted trade with foreign countries and deregulated Japanese capital markets, which led to high growth of the Japanese economy. We played a pivotal role in promoting the growth of certain basic industries by supplying foods, industrial raw material and energy such as oil and coal from abroad. This included the development of mineral resources overseas, nurturing markets for Japanese

 

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exports and introducing various new technologies. We established Mitsui & Co. (U.S.A.), Inc. in April 1966, and Mitsui Knowledge Industry Co., Ltd. in October 1967. In May 1963, we issued American Depositary Shares which were subsequently listed on The NASDAQ National Market in February 1971.

In the 1970s, as the world economy weathered two oil crises, we began to diversify the supply source of natural resources including development of liquefied natural gas (“LNG”) resources. During this time, the export of industrial plant from Japan, mainly to oil producing countries, drastically increased and we organized and supported projects by arranging finance and on occasion establishing markets for products.

During this period, we suffered losses with respect to Iran-Japan Petrochemical Company. These losses were a result of the petrochemical manufacturing complex being damaged by military attacks, causing the project to finally be dissolved in 1991.

Also during the 1970s, we entered into new industries. For example, in 1971 we established Mitsui Leasing & Development, Ltd. (currently JA Mitsui Leasing, Ltd.), our associated company in the leasing industry, and in 1972 we purchased an equity interest in Mikuni Coca-Cola Bottling Co., Ltd. in the beverage industry.

In the 1980s, Japan’s industrial structure moved increasingly towards the production of high-value-added products such as products related to information technology (“IT”) and new materials used for high tech products. Consequently, we began extending our business field to target these new markets. Most notable were the semiconductor materials and carbon fiber fields promoted mainly by our chemical related divisions.

In the late 1990s, the Asian economies experienced a financial crisis. Although the appreciation in real estate and stocks prior to the crisis created a temporary economic boom in Japan, their eventual collapse resulted in a wide-ranging economic slowdown. These conditions necessitated the reorganization of our profit structures and the development of new businesses.

At the same time, however, there was also a rapid development of information infrastructure worldwide, reflecting the deregulation of the communication sector proceeding from the 1980s in Japan and other countries, and the spread of new technology, such as Internet, accelerated communication among market participants in real time and at reduced costs. From the late 1980s, we made investments in IT and communication businesses, including in common carriers such as Tokyo Telecommunication Network Co., Inc (currently KDDI Corporation), JSAT Corporation, a communications satellites company, and broadcasting companies, such as SKY Perfect Communications Inc.

While having been participating in the development of natural resources since the 1960s such as oil, gas and iron and steel raw materials, we reinforced those activities in recent years. In the oil and gas area, we made final investment decision (“FID”) of Sakhalin II project phase 1 in 1997 and FID of the phase 2 in 2003. In 2004, we also acquired a 40% ownership interest in oil production license and exploration permit located in the North West Shelf area in Australia, including those of Enfield and Vincent oil fields. In February 2010, we entered into an agreement with Anadarko Petroleum Corporation to participate in the development and production of the Marcellus Shale gas project in Pennsylvania, U.S.A. In the steel raw material area, we purchased an ownership interest in Valepar S.A., the controlling shareholder of Vale. S.A. (the former “Companhia Vale do Rio Doce”, which has been renamed legally effective May 22, 2009) in 2003.

Medium-Term Management Outlook Announced in May 2006

Mitsui established and announced a new Medium-Term Management Outlook in May 2006, based on a company-wide consideration of the business activities that we should develop over the next three-to-five years (namely, years ending March 31, 2009 to 2011). During the period, we executed new investments and loans amounting to ¥2,360.0 billion while we made asset divestitures amounting to ¥1,250.0 billion. The breakdown of these investments and loans was as follows: the Mineral Resources and Energy accounted for ¥1,050.0 billion

 

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mainly for large-scale projects under development such as Sakhalin II, and to expand existing projects such as our LNG project in Western Australia and iron ore and coal production in Australia; the Global Marketing Networks, particularly in steel products, chemical products and machinery, accounted for ¥600.0 billion, taking further steps to strengthen and reorganize our existing business portfolio; the Consumer Services accounted for ¥385.0 billion to build our operations on promising new business domains; the Infrastructure accounted for ¥1,250.0 billion, selectively investing in superior project opportunities.

For further information, including the development of investing activities for the years ended March 31, 2010 and 2009, also see “Item 5.B. Liquidity and Capital Resources.”

Medium-term Management Plan to March 31, 2012 “Challenge and Innovation 2012”—Stronger Mitsui & Co., Ltd., more distinctive and respected Mitsui & Co., Ltd.

We formulated our new Medium-term Management Plan covering the period until March 31, 2012 which is in line with the vision outlined in our Long-Term Management Vision “Dynamic Evolution as a 21st Century Global Business Enabler” announced in March 2009. Based on this new Medium-term Management Plan, we will seek to further strengthen our earnings base and to demonstrate our business engineering capabilities to transform Mitsui & Co., Ltd. into “a stronger company” and “a more distinctive and respected company.” Four key strategies of the Medium-term Management Plan are: (a) Reinforcement of the earnings base and business engineering capabilities, (b) Acceleration of the implementation of global strategy and strategic deployment of human resources to bolster such acceleration, (c) Evolution of portfolio strategies and (d) Enhancement of the management system to support a strong company.

 

(a) Reinforcement of the earnings base and business engineering capabilities

 

   

Continuous efforts to increase equity production in Mineral Resources and Energy areas

    We will seek to complete the development of large-scale projects, such as the shale gas project in the U.S., and expand and optimize existing projects such as iron ore and coal projects in Australia, while acquiring new high quality assets. We also seek to maximize value of our assets by enhancing our global marketing functions.

 

   

Reinforcement of our earnings base of non-resource businesses

    We will seek to expand our trading activities and investments in emerging economies, particularly in Asia. In doing so, we intend to leverage our global marketing network to accelerate investments with a special focus toward upstream portion in each value chain. We also aim to continue responding to the growing needs to upgrade infrastructure related to power generation, water supply and transportation and also secure stable sources for related raw materials. We also intend to demonstrate our business engineering capabilities to develop new business models in areas such as motor vehicles, medical healthcare and agriculture products.

 

   

Strategy on environment and energy

    We will make efforts to further strengthen the gas value chain ranging from the resources themselves to power generation and distribution facilities. We will also continue with our efforts on renewable energy such as wind and solar power. In addition, we will seek to develop new businesses aiming to provide industrial solutions to environmental protection such as infrastructure business for low-carbon emission society, recycling business and emission trading.

 

   

Reinforcement of our foothold in domestic businesses

    We will focus on further strengthening our domestic customer base which we can leverage to further accelerate globalization of our businesses. In doing so, we will take a proactive approach in consolidating businesses and industries.

 

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We have developed key policies by dividing up our business into the following four areas, as outlined below.

 

Mineral Resources & Energy

  

•      Maintain and improve the earnings base by acquiring high quality assets and carrying out recycling of our existing assets

•      Complete the development of existing large-scale projects and enhance their competitiveness

•      Strengthen global marketing to address the increase in demand from emerging economies

•      Provide industrial solutions to environmental issues and develop new businesses with sights set on the future

Global Marketing Networks

(particularly steel products, machinery and chemical products)

  

•      Build business platforms in the developing countries with a focus on Asia

•      Create new businesses by strengthening relationships with key customers and partners

•      Accelerate investments by leveraging our global marketing network and focus on the upstream part of the value chain

Lifestyle Business

  

•      Shift the business portfolio overseas (especially to Asia) and strengthen marketing capability

•      Reinforce initiatives in the area of food resources and materials

•      Further strengthen initiatives in the focus business areas (electronics distribution, TV shopping, environmental IT, medical and healthcare and outsourcing business)

Infrastructure

  

•      Expand the power generation business as an IPP player and take on a challenge to develop concentrated renewable energy

•      Demonstrate our business engineering capabilities in the marine energy business and gas distribution business in the energy value chain

•      Expand water business with existing water business platforms

•      Take initiative to develop urban transportation projects and infrastructure for a low-carbon-emission society

 

*: From this Medium-term Management Plan, the Consumer Services area will change its name to the Lifestyle Business area, and the Marine & Aerospace Business Unit and the Transportation Logistics Business Unit, both of which were previously included in Global Marketing Networks area, will be transferred to the Infrastructure area.

 

(b) Acceleration of the implementation of global strategy and strategic deployment of human resources to bolster such acceleration

 

   

We will seek to combine our global business strategy of each business unit in the headquarters for each product with a regional vision of the regional business unit which best serves the needs of customers and society with a special focus on BRICs, Mexico and Indonesia. We will also seek to solidify our global marketing capability which serves not only within each region but also between regions in order to capture the growing demand of the Asian countries including China. We will formulate an all round strategic alliance across the industries with strong partners in the world.

 

   

To promote the global strategy, we intend to shift our personnel to and hire more employees in offices in Asian countries.

 

   

We intend to carry forward a plan to foster and promote diversified personnel at offices of overseas trading companies and affiliated companies. Furthermore, we will open up more opportunities for staff hired overseas to work and participate in various training sessions at the headquarters so that we can embrace more diversified cultures and exchange a broad range of ideas, and we will move forward with company-wide globalization initiatives.

 

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(c) Evolution of portfolio strategies

 

   

We will continue to allocate various resources to focus areas clarifying the positioning of each business domain and setting clear policy for it through a system including the Portfolio Management Committee established in the Medium-term Management Outlook period. We will also continue strategic divestitures and recycling of assets.

 

   

Together with global deployment of personnel, we will enhance mobilization of functions and focus on fostering managerial talent with a broad view by making continuous efforts on strategic human resources allocation and promoting exchange program of personnel across the units.

 

(d) Enhancement of management systems to support a strong company

 

   

To ensure compliance with various regulations, we have decided to implement more thorough on-site management, enhanced control of business processes and promotion of mobilization of personnel. As one of these measures and at the same time with an objective of thoroughly streamlining our operational processes, we will commence a company-wide initiative to improve business process. We also intend to continue to work towards more efficient and effective monitoring and control of market and credit risks.

 

   

Upgrading our information technology capabilities is also essential. We will seek to enhance them by promoting continuous improvements in structures and systems of the information strategy as well as the consciousness of employees toward them. We will take initiatives to control investments in information systems from a viewpoint of total optimization of the company, which previously were made for optimization of each stand-alone business unit or affiliate.

 

   

We will continue to develop fine-tuned CSR initiatives based on our core business to meet the needs of customers and society while always bearing in mind “Yoi-Shigoto (good quality work).”

Investment plan of the Medium-term Management Plan

See “Item 5.B. Liquidity and Capital Resources—Finance and Liquidity Management” for the information.

Capital Expenditures

Major expenditures and divestitures

See “Item 5.B. Liquidity and Capital Resources—Cash Flows” for the information.

 

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Major mineral resources and energy producing projects

The table below provides information about major mineral resources and energy producing projects which have involved or will involve significant capital expenditures for property and equipment. See “Item 4.B. Business Overview”, “Item 4.D. Property, Plant and Equipment—Mining Activities” and “Item 5.B. Liquidity and Capital Resources” for further information.

 

Operating
Segment

 

Project / Joint
Venture

(Country)

  

Partner

(Operator)

  Mitsui’s
share
 

Planned Capacity(*1)

  Budgeted
Capital
Expenditure(*2)
  Investment
Decision
    Completion /
Initial
Production
Mineral & Metal Resources   Robe River Joint Venture (Australia)    Rio Tinto   33%   Iron ore export capacity at Cape Lambert from 80 to 180 million tons per annum (“Mtpa”)   A$1,200

(A$395)

  2008 (*3)    End of
2012
         Mesa A/Warramboo mine, iron ore production capacity 25 Mtpa   US$901

(US$297)

  2007      2010
  Mt Newman, Yandi, Mt.Goldsworthy (Australia)    BHP Billiton   7%   Iron ore production capacity from 129 to 155 Mtpa   A$2,730

(A$190)

  2007      Second half
2009
         Iron ore production capacity from 155 to 205 Mtpa   US$5,600

(US$396)

  2008      Second half

2011

         Iron ore installation and production capacity to 240 Mtpa   US$1,930

(US$93)

  2010 (*3)    2013

Energy

  Kestrel (Australia)    Rio Tinto   20%   Extention for new mining area, coal production capacity 6.5 Mtpa   A$1,443

(A$289)

  2008      2012
  Marcellus Shale gas (USA)    Anadarko   32.5%   Participate in the development and production of the Marcellus Shale gas project in the state of Pennsylvania.   (US$3,000~4,000)   2010      Over
10 years

 

(*1) The figures of capacity or production represent 100% volume of projects.
(*2) Millions of currency units. Figures in parenthesis show Mitsui’s budgeted expenditure.
(*3) Approval of early funding.

 

B. Business Overview.

Throughout this section “B. Business Overview,” we describe the domicile of our subsidiaries and associated companies, in parentheses following names of those companies. For example, Mitsui Iron Ore Development Pty. Ltd. (Australia) means that the company’s name is Mitsui Iron Ore Development Pty. Ltd. and that it is domiciled in Australia.

 

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Nature of Our Operations and Principal Activities

We are a general trading company engaged in a range of global business activities including worldwide trading of various commodities, arranging financing for customers and suppliers in connection with our trading activities, organizing and coordinating industrial projects, participating in financing and investing arrangements, assisting in the procurement of raw materials and equipment, providing new technologies and processes for manufacturing, and coordinating transportation and marketing of finished goods. Our trading activities as a general trading company include the sale, distribution, purchase, marketing, supply of and dealing in a wide variety of products and services, as a principal or an agent, including iron and steel, non-ferrous metals, machinery, electronics, chemicals, energy-related commodities and products, food products, textiles, general merchandise and real estate. We also participate in the development of natural resources such as oil, gas, iron and steel raw materials. Recently, we have been proactively making strategic business investments whereby we invest our own capital and provide management expertise in the development of joint ventures and new enterprises in certain industries such as infrastructure, renewable energy and environmental solution businesses.

While we continue to diversify our activities, the provision of services remains one of our core activities. Specifically, we act as an intermediary between customers and suppliers engaged in import, export, and offshore and domestic trading activities. For example, we develop markets overseas for exporters and locate raw materials or product sources that meet the needs of importers. To facilitate smooth customer transactions between customers and suppliers, we draw upon our various capabilities such as market information analysis, credit supervision, financing and transportation logistics.

In addition to our Head Office, Mitsui had 12 branches and offices located in Japan and 140 branches, offices and overseas trading subsidiaries(1) located in other parts of the world as of April 1, 2010. They provide market information to each other and cooperate in developing various business opportunities.

The U.S. Department of State designates Iran, Sudan, Syria and Cuba as state sponsors of terrorism and subjects them to export controls. As a globally operating organization, we conduct business with entities in various countries including Iran, Sudan and Syria. Our activities with entities in these states are insignificant when compared to our entire business (limited to approximately 1% of our consolidated revenues, gross profit and assets for the years ended March 31, 2010, 2009 and 2008). However, we are aware that our reputation is determined largely by others and is inherently outside of our direct control.

In addition, we have internal procedures to ensure compliance with both the sanctions imposed by the Security Council of the United Nations, and the licensing and other requirements of Japanese regulations with respect to export of products for military use and/or dual use to certain countries including those countries mentioned above, and we pay attention to compliance with the relevant regulations of other countries, which include the Export Administration Regulations of the U.S. Department of Commerce as well as other relevant U.S. regulations.

Our Iran-related operations consist both of business activities where we act as principal and those where we act as agent. As principal, we have purchased crude oil, oil products and petrochemical products such as ammonia and methanol from Iranian entities and sold them in Japan and elsewhere. In addition, we have sold some steel and chemical products to Iranian entities but in smaller amounts when compared with the purchase transactions. We have also acted as an agent for Japanese companies (such as Japanese engineering and heavy machinery companies), and assist them with various aspects of entering into and completing industrial projects in

 

 

(1) In this annual report, “overseas trading subsidiary” means subsidiaries such as Mitsui & Co. (U.S.A.), Inc., which represent major parts of the geographic operating segments of Americas; Europe, the Middle East and Africa; and Asia Pacific. See “Products and Services and Principal Activities by Reportable Operating Segments” for further details.

 

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Iran. Mitsui has only one asset located in Iran: a subsidiary which renders services to support Mitsui’s implementation of the above-mentioned activities. We currently have no plan to expand our Iran-related operations.

The Iran Sanctions Act of 1996, as amended, or the ISA, provides for certain sanctions against any person, including a non-U.S. company, that among other things knowingly makes investments of $20 million or more (or any combination of smaller investments with an aggregate value of $20 million or more in any 12-month period) that contribute to the enhancement of Iran’s ability to develop petroleum resources, or that transfers goods or services made with the knowledge that they will contribute materially to that country’s weapons capabilities. In July 2010, the ISA was enhanced by expanding the scope of sanctions-triggering activity, which now includes the provision of goods, services, technology, information, or support that could facilitate the maintenance or expansion of Iran’s domestic production of refined petroleum products as well as exportation of such products to Iran. We closely monitor these and other regulatory changes and continue to enhance our internal control mechanism to ensure full compliance with the enhanced rules.

Our Sudan-related operations consist of sales of chemical raw materials such as urethanes used for the production of polyurethane foams, in which we act as an agent, where our counterparties are neither Sudanese governmental bodies nor entities engaged in oil exploration and production in the country.

Our Syria-related operations consist of sales of chemical products such as urethanes and agrochemicals (insecticides) as well as sundry goods such as photographic film, neither of which are designed for any military use, to non-governmental entities.

We do not have any assets or employees in Sudan and Syria due to extremely low activity levels.

We do not expect to expand our activities with these countries in the foreseeable future.

Seasonality of Our Business Activities

The trading of individual products such as heating oil, foods and textiles is influenced by seasonal factors. For example, heating oil is traded more frequently in winter than in summer months. Another example is our food wholesale business where the revenues of MITSUI FOODS CO., LTD. (Japan) increase from October to December and decrease from January to March, reflecting seasonal consumption habit in Japan. Nonetheless, the seasonality of any product either individually or in the aggregate has marginal impact on our annual operating results.

Dependence on Patents and Licenses and Industrial, Commercial or Financial Contracts

We have various patents and licenses as well as industrial, commercial and financial contracts (including contracts with customers or suppliers) to conduct our business. These patents, licenses or contracts either individually or in the aggregate are not material to our business operations or results of operations.

Marketing Channels

Marketing channels vary by commodity, customer and region. We have established subsidiaries and associated companies for promotion and distribution in response to specific business environments.

See “Products and Services and Principal Activities by Reportable Operating Segments” below. Special sales or purchase methods, including financial arrangements, provided by the Machinery & Infrastructure Projects Segment and the Energy Segment, and supply chain management (“SCM”) systems conducted by some operating segments are also described therein. SCM means a planning and management of successive and integrated activities which cover procurement of raw materials, inventory control, processing, and logistics management for materials and products, ordinarily maintained through collaboration among suppliers, intermediaries and/or third-party service providers, and customers.

 

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Competitive Position

Our main competitors are other Japanese general trading companies. Moreover, all of our potential business partners, for supply of products and services; or for establishment of joint venture operations, could also be competitors. To ensure our competitiveness, we strive to continue to successfully meet the changing needs of our customers and suppliers worldwide. Analysis of competitive position by operating segment is provided in “Products and Services and Principal Activities by Reportable Operating Segments” below and also see “Item 3.D. Risk Factors.”

Government Regulations

Our business activities are subject to various governmental regulations in the countries in which we operate. These regulations generally relate to obtaining business and investment approvals, and meeting the requirements of export regulations, including those related to national security considerations, tariffs, antitrust, consumer and business taxation, exchange controls and environmental laws and regulations. Certain of our business transactions such as our activities in the energy, mining, telecommunications, financing, food, consumer products, machinery, chemicals, etc. are regulated and subject to the relevant laws and regulations. See “Item 3.D. Risk Factors.”

Governmental Regulations with Respect to the Exploration and Production of Oil, Gas, and Mineral Resources

We are involved in various projects involving exploration for and production of crude oil, natural gas, iron raw materials and non-ferrous metals in many different countries in which we participate as a minority stakeholder and non-operator. These exploration and production activities are subject to a broad range of local laws and regulations, which affect virtually all aspects of these activities. Contractual arrangements in connection with our oil, gas and mining activities, such as leases, licenses and production agreements are generally entered into with a government entity or a government owned company. See “Mineral & Metal Resources Segment” and “Energy Segment” of “Products and Services and Principal Activities by Reportable Operating Segments” below.

To date, changes in governmental laws and regulations have not had a material adverse effect on our oil, gas and mining projects. Some of our oil, gas and mining projects are located in politically and economically stable regions, such as Australia, where the legal systems are relatively developed. However, we also hold interests in oil, gas and mineral resources in regions where legal systems are less developed. These investments may be adversely impacted by factors such as a lack of comprehensive sets of laws and regulations, an unpredictable judicial system based on inconsistent application and interpretation of laws and regulations, and constantly changing practices of regulatory and administrative bodies.

Governmental Regulations with Respect to Infrastructure Projects

We are engaged in various infrastructure projects worldwide. These include construction of power plants, oil and gas pipelines, telecommunications and broadcasting systems, cargo transportation systems, and public transit systems in developing countries. In these projects, we are subject to extensive laws and regulations with respect to technical specifications, environmental protection, pricing, labor, taxation, foreign exchange and other matters. We commonly enter into contractual arrangements with government owned companies that are subject to their own sets of laws and regulations. Changes in laws and regulations after the commencement of projects may result in lengthy delays which can negatively impact our cash flows and hinder the repatriation of capital from such projects.

Governmental Regulations with Respect to Human Health and Environment

We are subject to extensive laws and regulations worldwide with respect to human health and the environment. Regulations governing food products for human consumption are complex, detailed and stringent.

 

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For instance, in Japan, our food related operations are under the supervision of the Ministry of Agriculture, Forestry and Fisheries, and the Ministry of Health, Labor and Welfare. We are subject to the Food Safety Basic Law, which codifies the safety standard for food products. For example, it determines the threshold amount at which harmful substances such as pesticide residues are considered to be unacceptable. We must expend significant resources to comply with these regulations not only in Japan but in all jurisdictions where we engage in food-related operations.

We are also subject to complex environmental laws and regulations worldwide. For example, in Japan, when trading, storing or transporting chemical products or disposing of wastes and by-products from our industrial plants, we are required to notify the local regulators and/or obtain approvals or licenses. Any violation of laws and regulations may not only result in severe fines and penalties, but the regulators may require us to curtail or even cease operations, install expensive pollution control systems, and comply with enhanced notification obligations.

Products and Services and Principal Activities by Reportable Operating Segments

For the year ended March 31, 2010, we had eleven reportable operating segments which consisted of eight products and services focused reportable operating segments and three region-focused reportable operating segments listed as below:

Our eight products and services focused operating segments were:

 

   

Iron & Steel Products

 

   

Mineral & Metal Resources

 

   

Machinery & Infrastructure Projects

 

   

Chemical

 

   

Energy

 

   

Foods & Retail

 

   

Consumer Service & IT

 

   

Logistics & Financial Markets

Our three region-focused operating segments were:

 

   

Americas

 

   

Europe, the Middle East and Africa

 

   

Asia Pacific

 

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For information on the composition of our products and services focused reportable segments and region-focused reportable operating segments, also see “Item 5.A. Operating Results—Operating Results by Operating Segment.” Gross Profit, Operating Income (Loss) and Net Income (Loss) by reportable operating segment for the years ended March 31, 2010, 2009 and 2008 were as follows(1)(2)(3)(4) (5):

Gross Profit

 

     In Billions, Except Percentages  
     Years Ended March 31,  
     2010     2009     2008  

Iron & Steel Products

   ¥ 34.0      4.8   ¥ 52.2      5.2   ¥ 61.3      6.3

Mineral & Metal Resources

     72.5      10.3        119.2      11.9        95.8      9.8   

Machinery & Infrastructure Projects

     90.6      12.9        106.3      10.6        119.7      12.2   

Chemical

     65.7      9.4        80.0      8.0        100.2      10.2   

Energy

     155.0      22.1        272.0      27.2        219.3      22.4   

Foods & Retail

     83.6      11.9        82.4      8.2        81.2      8.3   

Consumer Service & IT

     52.0      7.4        73.7      7.4        116.7      11.9   

Logistics & Financial Markets

     31.3      4.5        62.1      6.2        55.1      5.6   

Americas

     73.1      10.4        116.0      11.6        78.5      8.0   

Europe, the Middle East and Africa

     16.7      2.4        22.2      2.2        26.8      2.7   

Asia Pacific

     27.9      4.0        26.6      2.7        33.1      3.4   
                                          

Total

     702.4      100.1        1,012.7      101.2        987.7      100.8   
                                          

All Other

     0.5      0.1        2.9      0.3        5.5      0.6   

Adjustments and Eliminations

     (0.9   (0.2     (16.3   (1.5     (12.6   (1.4
                                          

Consolidated Total

   ¥ 702.0      100.0   ¥ 999.3      100.0   ¥ 980.6      100.0
                                          

Operating Income (Loss)

            
     In Billions, Except Percentages  
     Years Ended March 31,  
     2010     2009     2008  

Iron & Steel Products

   ¥ 1.2      0.8   ¥ 17.4      4.5   ¥ 25.6      6.9

Mineral & Metal Resources

     56.8      39.3        104.5      27.3        79.0      21.3   

Machinery & Infrastructure Projects

     10.7      7.4        16.0      4.2        30.1      8.1   

Chemical

     14.9      10.3        24.2      6.3        42.8      11.5   

Energy

     98.5      68.2        214.1      56.0        172.5      46.5   

Foods & Retail

     20.4      14.1        19.0      5.0        16.6      4.5   

Consumer Service & IT

     (8.8   (6.1     (12.8   (3.3     19.0      5.1   

Logistics & Financial Markets

     1.5      1.0        23.8      6.2        20.9      5.6   

Americas

     5.4      3.7        39.0      10.2        7.3      2.0   

Europe, the Middle East and Africa

     (4.0   (2.8     (1.9   (0.5     1.8      0.5   

Asia Pacific

     2.9      2.0        (1.5   (0.4     7.7      2.1   
                                          

Total

     199.5      137.9        441.8      115.5        423.3      114.1   
                                          

All Other

     (4.5   (3.1     (3.0   (0.8     (1.4   (0.4

Adjustments and Eliminations

     (50.5   (34.8     (56.3   (14.7     (50.7   (13.7
                                          

Consolidated Total

   ¥ 144.5      100.0   ¥ 382.5      100.0   ¥ 371.2      100.0
                                          

 

* Operating income (loss) reflects our (a) Gross Profit, (b) Selling, general and administrative expenses and (c) Provision for doubtful receivables, as presented in the Statements of Consolidated Income.

 

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Net Income (Loss)

 

     In Billions, Except Percentages  
     Years Ended March 31,  
     2010     2009     2008  

Iron & Steel Products

   ¥ 3.2      2.1   ¥ (4.8   (2.7 )%    ¥ 20.2      4.9

Mineral & Metal Resources

     62.9      42.0        90.0      50.7        177.0      43.2   

Machinery & Infrastructure Projects

     19.3      12.9        21.8      12.3        34.4      8.4   

Chemical

     11.9      7.9        (10.2   (5.7     18.3      4.5   

Energy

     83.8      56.0        153.3      86.3        124.1      30.3   

Foods & Retail

     (0.8   (0.5     1.5      0.8        10.4      2.5   

Consumer Service & IT

     (9.8   (6.5     (31.4   (17.7     12.0      2.9   

Logistics & Financial Markets

     (0.8   (0.5     (14.5   (8.2     7.5      1.8   

Americas

     (9.6   (6.4     (7.1   (4.0     5.0      1.2   

Europe, the Middle East and Africa

     (3.8   (2.5     (11.5   (6.5     5.0      1.2   

Asia Pacific

     25.7      17.2        29.9      16.8        22.1      5.4   
                                          

Total

     182.0      121.7        217.0      122.1        436.0      106.3   
                                          

All Other

     1.5      1.0        7.1      4.0        (6.7   (1.6

Adjustments and Eliminations

     (33.8   (22.7     (46.5   (26.1     (19.2   (4.7
                                          

Consolidated Total

   ¥ 149.7      100.0   ¥ 177.6      100.0   ¥ 410.1      100.0
                                          

 

Notes:

(1) The figures for “Consolidated Total” for the years ended March 31, 2009 and 2008 have been reclassified to conform to the change in current year presentation for discontinued operations, in accordance with ASC205-20 “Presentation of Financial Statements-Discontinued Operations,” which was formerly SFAS No.144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.
(2) “All Other” includes business activities which primarily provide services, such as financing services, and operations services to external customers, and/or to us and associated companies.
(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 corporate departments, and eliminations of intersegment transactions.
(4) Transfers between operating segments are made at cost plus a markup.
(5) During the year ended March 31, 2010, Mitsui & Co. Financial Services (Australia) which was formerly operating under “Asia Pacific” segment was transferred to “All Other”. In accordance with this change, the figures for the year ended March 31, 2009 and 2008 have been restated to conform to the current year presentation.

Iron & Steel Products Segment

The Iron & Steel Products Segment consists of one business unit, the Iron & Steel Products Business Unit, which has:

 

   

9 subsidiaries including Mitsui & Co. Steel Ltd. (Japan), MITSUI BUSSAN KOZAI HANBAI CO., LTD. (Japan), MBK Steel Products West Co., Ltd. (Japan), Seikei Steel Tube Corp. (Japan), Regency Steel Asia Pte Ltd. (Singapore) and Bangkok Coil Center Co., Ltd. (Thailand); and

 

   

16 associated companies including Nippon Steel Trading Co., Ltd. (Japan) and Shanghai Bao-Mit Steel Distribution Co., Ltd. (China).

Gross profit and net income attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥34.0 billion or 4.8% and ¥3.2 billion or 2.1% of our consolidated total, respectively.

 

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This segment handles various iron and steel products used in a wide range of industries including the automotive, appliances, transportation, construction and energy sectors. They serve customers in these industries worldwide and provide support services for steel manufacturers. The Iron & Steel Products Segment conducts, trading, marketing, processing and distribution of:

 

   

steel sheet for automotive, containers and appliances, steel plates for shipbuilding and others;

 

   

steel products for oil and gas projects including OCTG and line pipes;

 

   

steel bars and other steel construction materials;

 

   

wire rods, specialty steel and bearings;

 

   

semi-finished items including steel slabs to be processed into steel plate, sheet and steel billets to be processed into steel bars and wire rods.

This segment has made investments in subsidiaries and associated companies including steel service centers for processing and distribution; electric furnace steel makers and rolling mills as manufacturing bases; and steel products distribution companies, and this segment has also developed its services based on the proprietary supply-chain network by making use of accumulated IT and logistics expertise. By working closely with manufacturers and users, we optimize distribution and inventory control, thus sharing with customers and suppliers the benefit of associated cost reductions.

For example:

 

   

This segment has established steel service centers, galvanizing and tin-plating facilities at our subsidiaries and/or joint ventures with Japanese and overseas steel makers and other local partners in order to meet the rising demand from manufacturers of automotive, appliances and others that have their production centers all over the world. The most representative case is Shanghai Bao-Mit Steel Distribution Co., Ltd., a joint venture established with Shanghai Baosteel Group Corporation, a Chinese integrated steel manufacturer, in order to build a network of steel products service centers in China.

 

   

Recently, this business segment has focused on businesses in emerging countries whose steel products markets have grown rapidly. In Asia, Regency Steel Asia Pte Ltd., a steel products wholesale subsidiary has expanded its wholesale operations. This segment also focuses on business opportunities in India by setting up joint ventures with local partners and creating our service networks such as coil centers.

 

   

This segment frequently draws upon the unit’s logistics expertise in delivering a wide range of materials and products processed properly in large volume under an optimized schedule along with expertise in project financing. We also take advantage of the business relationships and marketing channels of other business units in the fields of mineral and metal resources, energy, industrial plants, shipping and machinery. This enabled this segment to be involved in various industrial projects including the Papua New Guinea LNG project operated by Exxon Mobil Corporation where we supplied steel pipes and the mining projects operated by Rio Tinto plc and Vale S.A. supplying rails for minerals transportation.

 

   

On the other hand, in the domestic market which has substantially matured, this business segment concentrates on reorganizations of subsidiaries to improve their sales force and operational efficiency, and to enhancing its internal control base. For example, this business segment established Mitsui & Co. Steel Ltd. by consolidating 4 subsidiaries for steel products in April 2008.

Some competitors of this segment, other Japanese trading companies, have reorganized their businesses and established new joint ventures, such as Marubeni-Itochu Steel Inc. and Metal One Corporation. In contrast, this segment puts priority in efficiently leveraging business resources of other operating segments through group-wide collaborations.

Recently, an increase in steel production and consumption in newly developing countries such as China and India, as well as a decrease in demand in developed countries stemming from slow down of the economies

 

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triggered by financial crisis in the United States are ongoing in tandem. In the domestic market where sluggish demand especially for construction usage continue, this segment focuses on optimizing distribution networks in the partnership with local steel products wholesalers. At the same time, this segment is working to be an insider and build up the operating base in the developing countries.

Mineral & Metal Resources Segment

The Mineral & Metal Resources Segment consists of one business unit, the Mineral & Metal Resources Business Unit. Effective April 1, 2007, the former Iron & Steel Raw Materials and Non-Ferrous Metals Segment was renamed as the Mineral & Metal Resources Segment, and the businesses of coal, nuclear fuels, carbon credits, and hydrogen and fuel cell were transferred to the Energy Segment.

This segment has:

 

   

8 subsidiaries, including Mitsui Iron Ore Development Pty. Ltd., Mitsui -Itochu Iron Pty. Ltd. (Australia), Japan Collahuasi Resources B.V. (Netherlands), Mitsui Raw Materials Development Pty. Limited (Australia) and MITSUI BUSSAN METALS CO., LTD. (Japan); and

 

   

11 associated companies, including Valepar S.A. (Brazil), Coral Bay Nickel Corporation (The Republic of Philippines), SUMIC Nickel Netherlands B.V. (Netherlands), NIPPON AMAZON ALUMINIUM CO., LTD. (Japan) and Inner Mongolia Erdos Electric Power & Metallurgical Co., Ltd. (China).

Gross profit and net income attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥72.5 billion or 10.3% and ¥62.9 billion or 42.0% of our consolidated totals, respectively.

This segment is engaged in various business activities including:

 

   

trading, investment, logistics management and transportation services related to iron and steel raw materials, such as iron ore, metal scrap, ferro-alloys and other minerals;

 

   

trading, investment, logistic management and transportation of non-ferrous metal raw materials and ingots such as copper, lead, zinc, nickel, aluminium, alumina, magnesium, cobalt, titanium, other non-ferrous metals; and sales and marketing of semi-fabricated non-ferrous products such as construction materials; and

 

   

recycling solutions business.

In the field of iron and steel raw materials, in 1960s this segment started investments in raw materials sourcing projects based on concept of “develop-and-import”, aiming at stable procurement of those raw materials to Japan through diversified channels. Those projects are supplying raw materials to major iron and steel manufacturing countries including Japan.

 

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The following tables provide information on investments of this segment in iron ore resource projects. For more information on its mining activities including production and reserves, See “Item 4.D. Property, Plants and Equipment—Mining Activities.”

Iron Ore Mining Activities

 

Joint Venture or Investee

 

Mitsui’s Subsidiary or
Associated Company

  Name of Mines   Location   Mitsui’s
Percentage of
Ownership
   

Other Major
Participants and
Their Percentages of
Ownership

 

Robe River Iron Associates

  Mitsui Iron Ore Development Pty. Ltd.   Pannawonica West

West Angelas

  Pilbara Region,
Western Australia
  33.00  

Rio Tinto

Nippon Steel

Sumitomo Metal Industries

  53.00

10.50

3.50


Mt. Newman Joint Venture

  Mitsui -Itochu Iron Pty. Ltd.   Mt. Whaleback   Pilbara Region,

Western Australia

  7.00  

BHP Billiton

Itochu

  85.00

8.00


Yandi Joint Venture

  Mitsui Iron Ore Development Pty. Ltd.   Marillana Creek   Pilbara Region,

Western Australia

  7.00  

BHP Billiton

Itochu

  85.00

8.00


Mt. Goldsworthy Joint Venture

  Mitsui Iron Ore Development Pty. Ltd.   Northern (Yarrie)
(Nimingarra)
Area C
  Pilbara Region,

Western Australia

  7.00  

BHP Billiton

Itochu

  85.00

8.00


In addition, this segment has a 15% ownership interest (or 18.2% in terms of voting shares as of March 31, 2010), of Valepar S.A., the controlling shareholder of Vale S.A. (the former “Companhia Vale do Rio Doce”, which has been renamed legally effective May 22, 2009) in Brazil. Vale S.A. is a mining enterprise with operations that include mining of iron ore, other raw non-ferrous metals, coal and fertilizers. This segment purchased the ownership interest in Valepar S.A. in September 2003. In July 2008, Vale S.A. made a public offering of its shares. Valepar S.A. maintained the current controlling ownership at Vale S.A. by exercising its priority subscription rights, and Mitsui contributed to Valepar S.A. on a pro rata basis. Mitsui’s additional investment amount was ¥78.4 billion.

In April 2007, this segment sold its entire stake in Sesa Goa Limited, Indian iron ore producer.

Iron ore mining businesses remain our core business, and continue to focus on investments for the enhancement of production capacity and operational efficiency in existing mining operations. Our equity production tonnage is expected to be increasing in accordance with an increase in demand of the newly developing countries, including China, the world largest crude steel producer in a mid- and long-term despite the fact that iron ore demand temporarily stagnated worldwide, mainly in developed countries, due to the economic slow down triggered by the financial crisis in the United States. Regarding further information and discussion on development of this segment’s iron ore mining projects, see “Item 4.A. History and Development of the Company—Capital Expenditure”, “Item 5.A. Operating Results—Operating Results by Operating Segment—Mineral & Metal Resources Segment” and “Item 5.B. Liquidity and Capital Resources—Investment Plans and Financial policies of the Medium Term Management Outlook”.

 

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Revenues from iron ore producing activities account for a significant portion of this segment. The table below sets forth the break down of revenues of the Mineral & Metal Resources Segment.

 

     Revenues
     Billions of Yen
     Revenues from Sales of Products    Revenues from
Sales of Services
and Other Sales
    

Years Ended March 31,

   Revenues from
Iron Ore
Producing
Activities
   Revenues from
Sales of
Other Products(*)
   Commissions and
Trading Margins on
Intermediary Services
and Other
   Total Revenues

2010

   ¥ 136.2    ¥ 127.4    ¥ 8.4    ¥ 272.0

2009

     169.5      224.1      13.8      407.4

2008

     116.8      159.2      16.7      292.7

 

(*) Revenues from sales of other products mainly consist of sales of scrap metals and non-ferrous metals such as copper and aluminum. This segment reports no revenues from mineral producing activities other than iron ore producing activities.

This segment recognizes recycling as industrial solutions to environmental problems, and has set metal recycling business as one of its key businesses. In Japan, Mitsui Bussan Raw Materials Development Corporation (Japan), which had operated a metal recycling business, was merged in April 2008 with a former non-ferrous metal trading subsidiary Mitsui Bussan Metals Sales Co., Ltd. (Japan), to form Mitsui Bussan Metals Co., Ltd., which engages in wide range of products and services in metal resources, recycling and non-ferrous metal products.

In addition, in June 2007, this segment acquired 19.9% of the issued ordinary shares of Sims Group Limited (currently “Sims Metal Management Limited”)(Australia), a metal and electronics recycler with worldwide operating bases in Australia and Europe as well as in North America, its main operating zone. As a result of Sims Metal Management Limited’s merger with Metal Management, Inc, a United States recycler, the subsequent Mitsui’s acquisition of additional shares and new share issuance made by Sims Metal Management Limited, this segment’s ownership interest was diluted to 17.8% as of March 31, 2010. Mitsui and Sims Metal Management Limited seek opportunities for a joint recycling solutions business in Japan and abroad.

This segment participates in a joint venture which produces Silico-Manganese in the Inner Mongolia Autonomous Region, China, with 24.5% ownership, together with Erdos Electrical Power and Metallurgical Co., Ltd. (“Erdos EPMC”) and JFE Steel Corporation, a major Japanese integrated steel manufacturer. This project started production of Silico-Manganese in July 2006 with an annual production capacity of 75,000 tons at its initial stage, and an expansion plan to double the capacity to 150,000 tons was completed in December 2008. Erdos EPMC operates five major businesses in the Inner Mongolia Autonomous Region: power generation, coal mining, ferrous alloy production, water pumping from the Yellow River and chemical businesses. In April 2007, this segment completed the acquisition of 25% share ownership in Erdos EPMC.

This segment has been operating, not only mining business but also other joint venture projects to meet the increasing demand for iron and steel raw materials in Japan and abroad. POSCO Terminal Co., Ltd. (Korea) is the representative case established in January 2003 with POSCO, an integrated steel manufacturer in Republic of Korea. It provides logistics services including bulk material transportation, storage and transshipment involving iron and steel raw materials for various customers in Asia.

In non-ferrous metals field, this segment has been engaged in trading raw materials and ingots such as copper, nickel, cobalt, aluminium, alumina and other non-ferrous metals, and also expanding our investments and participations in various non-ferrous metals mining and smelting projects to secure stable supply sources of the raw materials and ingots. For example:

 

   

This segment participates in copper mining activities in Chile, through Compania Minera Dona Ines de Collahuasi SCM (Chile) with a 7.4% interest and Los Pelambres copper mine with a 1.3% interest,

 

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which have annual production capacities of about 500,000 tons and 360,000 tons of copper, respectively. In addition, in May 2010 this segment acquired a 25% interest in Caserones copper and molybdenum mining project in Chile, which had been 100% held by Pan Pacific Copper Co., Ltd. Production is expected to start in 2013 and the average annual production volume in the first five years is expected to be about 180,000 tons of copper and about 3,000 tons of molybdenum.

 

   

This segment participates in a nickel-cobalt smelting project named Coral Bay in the Rio Tuba area in the Republic of Philippines which has been developed jointly with Sumitomo Metal Mining Co., Ltd., Sojitz Corporation and a local partner. This project started commercial production of nickel-cobalt mixed sulfide in April 2005 using a high-pressure acid leaching process, an advanced processing technology for nickel production, and is operating at its design capacity (10,000 ton Nickel content and 750 ton cobalt content per annum) after March 2006. In February 2007, we decided to participate in the expansion plan for the second production line to double the production capacity. The current production capacity is 22,000 ton Nickel content and 1,400 ton cobalt content per annum. In April 2005, this segment, jointly with Sumitomo Metal Mining Co., Ltd., concluded an agreement for participation in the Goro Nickel Project in New Caledonia, which has been developed by former Inco Limited, (currently called as Vale Limited). This project started its first upstream process operation in the beginning of 2010 and is expected to produce in total about 60,000 tons of nickel and about 5,000 tons of cobalt per annum eventually.

 

   

This segment has a 15.0% interest in NIPPON AMAZON ALUMINUM CO., LTD. which has invested in aluminum smelting and alumina refining business in Brazil. We recognize that aluminium continues to be a significant material and pursue relevant business opportunities.

 

   

This segment established a special department for rare metals which underpin high-tech industries. The segment has been studying development and undertaking feasibility studies of various rare metal projects. As an example, this segment obtained an exclusive marketing right for Japan, China and Korea from Canada Lithium Corporation in April 2009 to procure the lithium (under development) stably, and are conducting market research for lithium by shipping samples to battery and battery material manufactures.

Machinery & Infrastructure Projects Segment

The Machinery & Infrastructure Projects Segment consists of three business units, the Infrastructure Projects Business Unit, the Motor Vehicles Business Unit and the Marine & Aerospace Business Unit.

Gross profit and net income attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥90.6 billion or 12.9% and ¥19.3 billion or 12.9% of our consolidated totals, respectively.

The Machinery & Infrastructure Projects Segment holds 61 subsidiaries, including:

 

   

MBK Project Holdings Ltd. (Japan), Mitsui & Co. Plant Systems, Ltd. (Japan), Mitsui Power Ventures Limited (United Kingdom), MIT POWER CANADA LP INC. (Canada), Mitsui Rail Capital Holdings, Inc. (United States), Mitsui Rail Capital Europe B.V. (Netherlands), Mitsui Rail Capital Participacoes Ltda. (Brazil), MITSUI GAS E ENERGIA DO BRASIL LTDA. (Brazil), Cactus Energy Investment B.V. (Netherlands), Mit Investment Manzanillo B.V. (Netherlands), Drillship Investment B.V. (Netherlands) and Atlatec Holdings, S.A. de C.V. (Mexico) in the Infrastructure Projects Business Unit;

 

   

Toyota Chile S.A. (Chile), TF USA Inc. (United States), Mitsui Automotive Europe B.V. (Netherlands), Mitsui Automotive CIS Investment B.V. (Netherlands), PT. Bussan Auto Finance (Indonesia), Bussan Automotive Singapore Pte. Ltd. (Singapore), Mitsiam Motors Co., Ltd. (Thailand) and Komatsu-Mitsui Maquinarias Peru S.A. (Peru) in the Motor Vehicles Business Unit; and

 

   

Lepta Shipping Co., Ltd. (Liberia), Clio Marine Inc. (Liberia), Orient Marine Co., Ltd. (Japan) and Mitsui Bussan Aerospace Co., Ltd. (Japan) in the Marine & Aerospace Business Unit.

 

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Additionally it has 54 associated companies such as:

 

   

Toyo Engineering Corporation (Japan), IPM Eagle LLP (United Kingdom), IPM (UK) Power Holdings Limited (Gibraltar), P.T. Paiton Energy (Indonesia), Compania de Generacion Valladolid S. de R.L. de C.V. (Mexico), AES JORDAN HOLDCO, LTD. (Cayman Islands) and RLC Power Holding Company Limited (United Arab Emirates) in the Infrastructure Projects Business Unit; and

 

   

Toyota Canada Inc. (Canada), Penske Automotive Group, Inc. (United States), PT. Yamaha Indonesia Motor Manufacturing (Indonesia) and Komatsu Australia Pty. Ltd. (Australia) in the Motor Vehicles Business Unit.

Infrastructure Projects Business Unit

The business activities of the Infrastructure Projects Business Unit together with 27 subsidiaries and 13 associated companies cover a wide range of involvement in project development, construction, business operations and management, implementation and related services, including:

 

   

electric power projects such as power plants, power transmission and substation facilities;

 

   

renewable energy projects such as wind power and photovoltaic power generation facilities;

 

   

water supply projects such as seawater desalination plants, wastewater processing facilities and water supply and sewerage facilities;

 

   

energy / basic industries projects such as oil and gas development, oil refineries, LNG receiving facilities and pipelines, steel plants, non-ferrous metal plants and chemical plants;

 

   

project development such as airport, port, road and other public facilities;

 

   

transportation-related business such as rolling stock and railway facilities and systems;

This business unit is undertaking various projects that may stimulate economic growth in developing countries and countries rich in natural resources. In response to their needs, they apply their project engineering capabilities including expert knowledge in financing, logistics, taxation and legal affairs. This business unit often arranges financing for projects by international financial institutions and export credit agencies worldwide.

The following are examples of the types of projects and the activities in which this business unit renders services, mainly as an agent in securing the contract, arranging financing and executing the contract:

 

   

In the Commonwealth of Independent States (“CIS”), including Russia, the Middle East, Brazil and Indonesia, they have been engaged in the structuring and the arrangement of debt and equity project financing for various natural gas and/or oil projects, together with export credit agencies and commercial banks.

 

   

This business unit has acted as the Engineering, Procurement and Construction (“EPC”) contractor for the construction of infrastructure facilities including power plants, various oil and gas production facilities and petrochemical plants in which they have procured manufacturing equipment from Japanese and overseas subcontractors and have administered implementation of the projects under construction.

 

   

For the Taiwan High Speed Rail project, they are the commercial leader of a consortium consisting of Japanese railway car manufacturers and general trading companies, which supplied rolling stock and transportation facilities.

In addition to the conventional EPC approach of acting as an intermediary between project owners and sub-contractors, this business unit is increasing activities which often involve arrangement of sophisticated financing schemes, business operations and management through equity participation, and operation and maintenance of plant and facilities after their construction completion. Based on this concept, the unit has been

 

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proactively investing in several types of infrastructure projects. In particular, independent power producer (“IPP”) business overseas lies as a core domain. Most of these IPP projects operate under long term power sales contracts with users such as state-owned electricity companies, which enable them to forecast long term and stable returns.

 

   

IPM Eagle LLP and IPM (UK) Power Holdings Limited, which this business unit established jointly with International Power plc, are the core operation of our overseas power producing businesses. IPM Eagle LLP (ownership: International Power plc 70% and Mitsui 30%), which was established upon its acquisition of the international power generation portfolio held by Edison Mission Energy in USA in December 2004, owns and operates nine power plants in Europe, Australia and Asia etc. (gross 4,540 megawatts in total, including those under construction) as of March 2010. IPM (UK) Power Holdings Limited (ownership: International Power plc 75% and Mitsui 25%), which was established in June 2007 upon the reorganization of the ownership of power generating assets in the United Kingdom separately held by International Power plc and Mitsui, owns and operates five power plants in the United Kingdom (4,978 megawatts in total) as of March 2010. Some of the above-mentioned projects sell electricity at wholesale on the power market, instead of supplying it under long term contracts, so that the joint ventures optimize their profit structure.

 

   

This business unit formed a joint venture with Calpine Corporation to construct, own and operate the 1,005 megawatt combined cycle power plants called Greenfield Energy Center LP (Canada). The joint venture started commercial operation in October 2008 based on a 20 year Clean Energy Supply contract with Ontario Power Authority, Canada.

 

   

This business unit has a 36.3% voting interest in P.T. Paiton Energy, an Indonesian power producer, which owns a 1,230 megawatt coal fired power plant at the Paiton Power Generation Complex in East Java, Indonesia. (In addition, IPM Eagle LLP owns a 44.7% voting interest.) P.T. Paiton Energy sells electricity to P.T. PLN (Persero), a government-owned electric utility company, under a long term power purchase agreement which is valid until the year 2040. P.T. Paiton Energy signed a US$1,215 million project financing agreement with Japan Bank for International Cooperation and eight commercial banks in March 2010 to finance an expansion project that P.T. Paition Energy builds, owns and operates an additional 815 megawatt thermal power plant in the proximity of the existing plant. The new plant is anticipated to commence commercial operation in April 2012 and will generate and supply electricity to P.T. PLN (Persero) for 30 years under a long term power purchase agreement.

 

   

In December 2009 this business unit and Tokyo Gas Co., Ltd. entered into an agreement with Gas Natural SDG, S.A. to acquire a portfolio of five power companies and relevant companies including a pipeline company in Mexico, of which total enterprise value is approximately US$1,200 million, through MT Falcon Holdings Company S.A.P.I. de C.V. (Mexico) (Ownership: Mitsui 70% and Tokyo Gas Co., Ltd. 30%). In June 2010 the acquisition was completed. The power companies have an aggregate total generating capacity of gross 2,233 megawatt (net 1,563 megawatt). The full generating capacity of the power companies is contracted to the Mexican national power authority, Comision Federal de Electricidad under long-term (25 years) power purchase agreements.

Reflecting these developments, the combined power generation capacities for the unit’s equity share in various power projects as of the end of March 2010 in operation and under construction were net 3,716 megawatt and net 685 megawatt (excluding above mentioned net 1,563 megawatt in Mexico of which acquisition was not completed as of March 2010), respectively. As well as the above-mentioned projects, these power generation capacities included those under the operation of Umm Al Nar in the United Arab Emirates, Valladolid III in Mexico and Amman East in Jordan etc. and those under construction such as Ras Laffan C in Qatar etc.

This business unit is also engaged in following projects:

 

   

In March 2008 Mitsui signed a service agreement with Comisión Federal de Electricidad in regards to the concession rights for construction and operation of an LNG receiving terminal in Manzanillo city.

 

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Mitsui participates in this project with a 37.5% interest. Commercial start-up is planned around in late 2011. In addition, this business unit owns a 25% interest in the LNG terminal in Altamira, Mexico. The facility provides services of receiving and regasification of LNG for the ultimate customer, Comisión Federal de Electricidad, a state power company.

 

   

In July 2008, Mitsui, together with Toyo Engineering Corporation, an associated company of this business unit, acquired Earth Tech Mexican Holdings, S.A. de C.V. (presently renamed as Atlatec Holdings, S.A. de C.V.), a water and wastewater treatment engineering and construction company. The company specializes in design, construction and operation of industrial and municipal water and wastewater treatment plants and currently owns and operates water treatment facilities for Petroleos Mexicanos, a Mexican state-owned oil company, and for several states in Mexico jointly with the Americas Segment.

 

   

MITSUI GAS E ENERGIA DO BRASIL LTDA., formerly named Gás Participaçãoes Ltda., which Mitsui wholly acquired in April 2006, participates in seven local gas distribution companies with a 24.5% interest in each, with other shareholders, Petrobras Gas S.A., and the respective state governments in Brazil.

 

   

In June 2008, Mitsui and Petróleo Brasileiro S.A. (“Petrobras”), a Brazilian state owned oil company, agreed to start deepwater drilling services with an ultra-deepwater drillship. P & M Drilling International B.V. (Netherlands), an operating vehicle company established in equal shares by Mitsui and Petrobras, owns a drillship which was built in July 2009, and engages in leasing for an operator, who will in turn provide the services with Petrobras. This business unit is proceeding with the project together with the Marine & Aerospace Business Unit.

This business unit runs rolling stock leasing businesses providing relevant maintenance and management services.

 

   

In North America, Mitsui Rail Capital, LLC. (United States) engages in operating leasing of freight cars for railway companies and logistic management and maintenance service of freight cars for coal transportation to power companies.

 

   

In Brazil, Mitsui Rail Capital Participaçãoes Ltda. engages in finance leasing of freight cars for major grain shippers and railroad companies.

 

   

In Europe, Mitsui Rail Capital Europe B.V. and its subsidiary, MRCE Dispolok GmbH (Germany), engage in operating leasing of locomotives in Europe.

Also, this business unit is engaged in the construction of wind power and photovoltaic power generation facilities and other environment-related projects such as greenhouse gas emission reduction project.

Our major competitors include other Japanese general trading companies, international financial institutions, global engineering companies, general contractors, multi-national IPP’s and investment funds. Those competitors, however, can be important partners in some cases.

Motor Vehicle Business Unit

The Motor vehicle Business Unit, together with 24 subsidiaries and 19 associated companies, is engaged in the following business activities:

 

   

Import and export, assembly and manufacturing, distribution and dealership of motor vehicles, motor cycles and their parts, and retail finance; and

 

   

Trading of industrial machinery including mining and construction equipment, production equipment and machine tools.

 

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This business unit has a long track record of exporting and marketing Japanese automobiles and has developed networks of our subsidiaries and associated companies as import wholesalers, dealers and assembler for Japanese vehicles in many regions of the world. For example, we have been exporting Toyota and motor vehicles of other Japanese manufacturers to various countries worldwide including Canada (Toyota), Chile (Toyota), Peru (Toyota), Thailand (Hino) and Malaysia (Daihatsu).

In addition, this business unit has diversified its activities by allocating our financial and human resources strategically to prioritized areas of our motor vehicles business worldwide, such as logistics services for manufacturing components, retail operations and retail finance. For example:

 

   

This business unit has operated our subsidiary PT. Bussan Auto Finance, a retail finance company for Yamaha motorcycles since 1997;

 

   

This business unit has ownership in Penske Automotive Group, Inc., an automobile dealership group in the United States, with a 16.9% voting share. By combining what they learned from our involvement in Penske Automotive Group, Inc. with their knowledge of the global market, this business unit continues to explore other opportunities to expand into retail dealership operations in developing markets such as Russia, China and Brazil;

 

   

This business unit has been handling the logistics operations of automobile parts for some of Toyota’s manufacturing operations in North America, Europe, India and China; and

 

   

The business unit acquired a 19.1% voting share in ASAHI TECH CORPORATION (Japan), a manufacturer of ductile iron cast parts and aluminum forged parts for major automakers in January 2007. Subsequently, ASAHI TECH CORPORATION increased the capital by receiving the funds from RHJ International SA, its largest shareholder. While this business unit’s voting share was diluted to 11.3% as of the end of March 2010 because of the capital increase, the business unit also continues to be engaged in auto part manufacturing business.

In this business unit’s construction machinery and industrial system businesses, it has been acquiring and establishing distributors and dealers in major overseas markets, in order to respond growing worldwide demand to these products. In Australia, Komatsu Australia Pty Ltd., an associated company, is engaged in distribution of construction machinery and mining equipment such as off-road mining dump trucks and hydraulic excavators, while another associated company, Komatsu Australia Corporate Finance Pty Ltd. is engaged in leasing of these equipments. This business unit has also extended these businesses in other regions, through Komatsu-Mitsui Maquinarias Peru S.A., Road Machinery, LLC (United States) and KOMEK Machinery LLC (Russia). They are also engaged in trading and distribution of high-precision machine tools, supplied by Japanese manufacturers. Jointly with Mori Seiki Co., Ltd, they acquired Ellison Technologies, Inc. (United States) in 2007. Both of Road Machinery, LLC and Ellison Technologies, Inc. were acquired jointly with the Americas Segment and this business unit was mainly controlling the companies. Effective April 2008, such control was transferred to the Americas Segment in order to put more importance on the regional business strategy than on merchandise oriented strategy keeping this business unit’s ownership interests in both companies.

Marine & Aerospace Business Unit

The Marine & Aerospace Business Unit, together with 10 subsidiaries and 22 associated companies, is engaged in the following business activities:

 

   

sales, marketing and intermediary service of cargo vessels, tankers, container vessels, refrigerator vessels, automobile carriers, LNG and LPG carriers, Floating Storage and Offloading (“FSO”) and Floating Production, Storage and Offloading (“FPSO”) facilities as well as owning and operating, leasing and financing for these vessels and facilities, ship management services, an intermediary service for chartering vessels and sales of second hand vessels, and marketing equipment for vessels; and

 

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marketing and sales of passenger aircraft and cargo aircraft, helicopters, aircraft engine, defense-related equipment and aerospace systems, leasing of passenger aircraft and cargo aircraft and aircraft engines.

The vessel and marine project related activities include marketing newly built vessels (mainly commercial vessels) to ship owners and shipping firms in Japan and overseas, ship management services, acting as broker for chartering vessels and for the sale and purchase of second hand vessels, and marketing equipment for vessels to shipbuilding companies.

This business unit is engaged in energy-related marine projects, including joint ownership and operation of LNG vessels, and joint ownership and operations management of FSO and FPSO facilities. In February 2010 this business unit decided to subscribe for shares of MODEC Inc. through a third party allotment and to raise its shareholding ratio to 15.0%, and entered into a business alliance agreement with an aim to jointly promote FSO and FPSO businesses. In addition, this business unit arranges various types of financing for our customers and/or those projects, such as syndicated loans involving international financial institutions for large scale transactions. We also provide direct loans to some of our clients.

The following are recent developments in energy-related marine projects businesses:

 

   

In December 2007, Mitsui, NYK Bulkship (Europe) Ltd. and Teekay Corporation in a three company consortium, entered into a contract for the long term charter of four new LNG vessels from the Angola LNG Project, which is developed by Chevron, Angola national oil company Sonangol and others, and will be delivered in 2011.

 

   

In June 2009, together with the Infrastructure Projects Business Unit, this business unit set up a joint venture with Petrobras in Brazil, which owns drill ships for sub sea oil field development. This business unit arranged the building and chartering contracts of the drill ships.

 

   

In March 2010, this business unit decided to participate in a chartering project of an FPSO to Petrobras, which MODEC Inc. had been carrying out, together with Mitsubishi Corporation and Mitsui O.S.K. Lines. The shareholding of this business unit in the project will be 27.5%.

In addition, this business unit owns and operates various vessels, by itself or jointly with trusted partners.

In aerospace systems related activities, the business unit provides and arranges operating leases and finance leases of passenger aircraft and cargo aircraft and aircraft engines to airlines in Japan and overseas. This business unit is also engaged in the import and sale of aircraft, helicopters and defense-related equipment, including helicopters of Bell Helicopter Textron, Inc. of the United States. In March 2008, Mitsui acquired non-voting preferred shares in Japan Airline Corporation (“JAL”), convertible into common shares, for ¥20.0 billion with an aim to reinforce JAL’s business infrastructure such as renovation of its aircraft fleet and to develop new business with JAL in future. In January 2010, protection filed by JAL under Japan’s Corporate Restructuring Law was approved by the Tokyo District Court, and this led this business unit to have impairment on the non-voting preferred shares.

Chemical Segment

The Chemical Segment consists of the Basic Chemicals Business Unit and the Performance Chemicals Business Unit. In April 2009, in order to efficiently cope with the restructuring of the chemical industry globally, Mitsui has re-grouped its Chemical Segment from the First Chemicals Business Unit and the Second Chemicals Business Unit to the current ones.

Gross profit and net income attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥65.7 billion or 9.4% and ¥11.9 billion or 7.9% of our consolidated totals, respectively.

 

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The Chemical Segment has 19 subsidiaries, including:

 

   

Japan-Arabia Methanol Company Ltd. (Japan), Shark Bay Salt Pty. Ltd. (Australia) and DAIICHI TANKER CO., LTD. (Japan) in the Basic Chemicals Business Unit; and

 

   

P.T. Kaltim Pasifik Amoniak (Indonesia), Mitsui AgriScience International SA/NV (Belgium), Mitsui Bussan Agro Business Co., Ltd. (Japan), Mitsui Bussan Chemical Co., Ltd. (Japan), Mitsui Bussan Plastics Trade Co., Ltd. (Japan), Daito Chemical Industries, Ltd. (Japan) and Mitsui Bussan Frontier Co., Ltd. (Japan) in the Performance Chemicals Business Unit.

It also has 17 associated companies.

Basic Chemicals Business Unit

Together with 5 subsidiaries and 1 associated company, the Basic Chemicals Business Unit is engaged in trade, sales, distribution and production of the following commodities and related activities:

 

   

Petrochemical businesses

 

  Natural gas chemicals: methanol and its derivatives, (acetic acid etc.).

 

  Chlor-Alkali: Salt, Ethylene Dichloride (“EDC”), Vinyl Chloride Monomer (“VCM”), caustic soda, polyurethanes, Poly-Vinyl Chloride

 

  Olefins and Polyolefins : olefins (ethylene, propylene, butadiene and others), polyolefins (polyethylene, polypropylene)

 

  Aromatics & Polyester Materials: Aromatics, Styrene Monomer (“SM”), Para-Xylene (“PX”), Purified Terephthalic Acid (“PTA”), PET (polyethylene terephthalate) Resin

 

  Industrial chemicals: phenol, acetone, bisphenol A, Methyl Methacrylate (“MMA”), Acrylonitrile (“AN”), acrylates intermediates

In the petrochemical products areas, the unit’s main activity is trading of the above-mentioned products in Japan and worldwide through extensive business relationships with customers and suppliers such as Mitsui Chemicals, Inc., Toray Industries, Inc., Tosoh Corporation, Dow Chemical Company, BP p.l.c., and Bayer AG.

This business unit has invested in manufacturing operations and logistic facilities such as:

 

   

a methanol joint venture, International Methanol Company (Saudi Arabia), which commenced commercial operation with a production capacity of 1 million tons per annum of methanol at the end of 2004. International Methanol Company is a 35% owned associated company of Japan-Arabia Methanol Company Ltd., in which Mitsui holds a 55% equity interest;

 

   

a sea salt joint venture business in Shark Bay, Australia. Mitsui acquired a major share in the Onslow salt field in Australia in August 2006 and as a result, this business unit’s annual salt production capacity increased to 3.8 million tons, which enabled them to secure a stable supply for the chlor-alkali industry in Japan and other Asian countries.

 

   

a subsidiary and parcel chemical tanker operator DAIICHI TANKER CO., LTD., which runs a fleet of owned and chartered ships serving its customers.

This business unit has been successful in earning revenues by increasing market share in basic petrochemicals such as olefins and aromatics. Moreover, the latent steady growth of demand for petrochemicals in the world, particularly in China and other Asian countries, would be earnings driver for this unit despite the deceleration in demand caused by recent economic slow down.

During the past several years, most worldwide petrochemical companies have been engaged in drastic restructurings of their sales structures as well as mergers and acquisitions in order to cope with the changes in the

 

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market structure of petrochemical products including increasing demand from China and other Asian countries, rising material costs reflecting higher crude oil prices and shifting in olefin production to the Middle East using cost-effective natural gas. In these operating environments, we are aiming to remain competitive, by strengthening our market position with further expansion of our trade volume and market share. This business unit’s sales channels to various customers in diverse geographic areas enable us to make geographical and/or time swap arrangements. Its global logistics services network functions as a competitive advantage in gaining more business transactions.

Performance Chemicals Business Unit

The Performance Chemicals Business Unit has 14 subsidiaries and 16 associated companies and is engaged in sales, trade, distribution and production of the following commodities and related activities:

 

   

Ammonia, sulphur, sulphuric acid

 

   

Fertilizer businesses

 

  Urea, ammonium sulfate, phosphate rock, diammonium phosphate, fused magnesium phosphate, potash

 

   

Agri science businesses

 

  Crop protection chemicals (herbicide, insecticide, fungicide, intermediates for these chemicals), feed additives

 

   

Photovoltaic power related business

 

  Distribution of silicon materials, solar module components and solar modules and procurement and delivery of photovoltaic power generation systems

 

   

Specialty chemical businesses

 

  Detergent intermediates and oleo chemicals, colors & functional chemicals, rosin, aroma chemicals

 

   

Performance materials business

 

  inorganic products such as synthetic resin , additives of plastic such as elasticizer, stabilizer and pigment, catalyst, titanium oxide and iodine

 

   

SCM related businesses

 

  Production and distribution of office automation equipment, cell phone and electric appliances

 

   

Electronics materials business

 

  Liquid crystal member, high-purity chemicals employed in semiconductor and industrial films

In agri science business, this business unit has extended the distribution of agricultural chemical products worldwide through subsidiaries such as Mitsui AgriScience International SA/NV.

In fertilizer business, this business unit is engaged in import, export and offshore transactions involving various types of fertilizers, fertilizer raw materials and phosphoric acid derivatives. In February 2010, Mitsui’s board of directors approved this segment’s acquisition of a 25% interest in a phosphorus ore development project in the Bayóvar area of Peru’s Piura Province, in which Compañia Minera Miski Mayo S.A.C. (Peru), a subsidiary of Vale S.A. had a 100% economic interest, and the final agreement on the details of Mitsui’s participation in the project was concluded in July 2010. Production is expected to start in the 2nd half of 2010 and the annual production volume of refined phosphorus ore is expected to be about 3.9 million tons.

 

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In the ammonia and sulphur field, this business unit operates logistics systems for various industries in Japan and overseas. For example, this business unit exports sulphur, a byproduct of petroleum refining, to Asian countries, by operating specialized tankers.

In order to overcome various unfavorable economic conditions such as depletion in the supply of mineral resources or an increase in acquisition cost of raw materials from our existing suppliers, this business unit has been seeking opportunities to participate in new supply sources.

This business unit established the Renewable Energy Division in June 2008 to expand the solar power related business looking down at the entire value chain of the business. We transferred solar related business of the IT Business Unit into this business unit which has been dealing with photovoltaic materials and modules. This business unit aims to collaborate with the Infrastructure Projects Business Unit which is in charge of IPP and other business units in the photovoltaic power generation related areas.

In Japan, for the purpose of sales enhancement and efficient business operations, two sales subsidiaries related to products such as solvent and industrial chemicals merged to form Mitsui Bussan Chemicals Co., Ltd. in April 2009, and three sales subsidiaries related to plastic materials merged to form Mitsui Bussan Plastics Trade Co., Ltd. in April 2008.

Energy Segment

The Energy Segment consists of two business units, Energy Business Units I and II. In April 2007, businesses of coal, nuclear energy, carbon credits, and hydrogen and fuel cell was transferred to the Energy Segment from the former Iron & Steel Raw Materials and Non-Ferrous Metals Segment, with an aim to build an integrated energy strategy from a comprehensive and global view of all primary resources. The former Energy Business Unit was divided into Energy Business Units I and II upon this organizational change.

Gross profit and net income attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥155.0 billion or 22.1% and ¥83.8 billion or 56.0% of our consolidated totals, respectively.

This segment has:

 

   

30 subsidiaries, including Mitsui E&P Australia Pty Limited (Australia), Mitsui E&P Middle East B.V. (Netherlands), Mitsui Oil Exploration Co., Ltd. (Japan), MitEnergy Upstream LLC (United States), Mitsui E&P USA LLC (United States), Mitsui Gas Development Qatar B.V. (Netherlands), Mitsui Sakhalin Holdings B.V. (Netherlands), Mitsui Coal Holdings Pty. Ltd. (Australia), Mitsui & Co., Uranium Australia Pty. Ltd. (Australia), Mitsui Oil (Asia) Hong Kong Limited (Hong Kong, China), Mitsui Oil Co., Ltd. (Japan) and Mitsui Marubeni Liquefied Gas Co., Ltd. (Japan) ; and

 

   

7 associated companies, including Japan Australia LNG (MIMI) Pty. Ltd. (Australia) and BHP Mitsui Coal Pty. Ltd. (Australia)

Energy Business Unit I is engaged in:

 

   

Exploration and production of oil and gas, coal, uranium and other energy resources;

 

   

Trading of oil, petroleum products, coal, uranium and other energy resources;

 

   

Petroleum refining and marketing of gasoline, liquefied petroleum gas (“LPG”) and other petroleum products in the Japanese domestic market; and

Energy Business Unit II is engaged in:

 

   

Development of natural gas and liquefied natural gas (“LNG”) projects;

 

   

Trading of LNG; and

 

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Development of new gas commercialization technology (natural gas hydrate etc.).

 

   

Development of carbon credit business, biomass ethanol business and other next generation energy sources.

The Energy Segment is engaged in various LNG, natural gas and oil development projects which require long lead time for their development and implementation. We are involved in the following seven LNG projects currently in operation:

 

   

Abu Dhabi Gas Liquefaction Limited, in which we hold 15% interest in natural gas liquefaction and LNG exporting activities, and which has some 5.6 million tons per annum LNG production capacity;

 

   

Northwest Shelf JV (“NWS JV”) in Australia, in which we hold 8.3% interest in natural gas production and liquefaction and LNG exporting activities, and which has some 16.3 million tons per annum production capacity;

 

   

Qatar Liquefied Gas Company Ltd., in which we hold 7.5% interest in natural gas liquefaction and LNG exporting activities, and which has some 9.6 million tons per annum production capacity. We also hold 1.5% interest in Qatar Liquefied Gas Company Ltd. 3, which is expected to start production in later 2010 with some 7.8 million tons per annum production capacity;

 

   

Oman LNG L.L.C., in which we hold 2.8% interest in natural gas liquefaction and LNG exporting activities, and which has some 7.1 million tons per annum production capacity; and

 

   

Equatorial Guinea LNG Company, S.A., in which we hold 8.5% interest in natural gas liquefaction and LNG exporting activities, and which has some 3.4 million tons per annum production capacity; and

 

   

Sakhalin Energy Investment Company Ltd. (“SEIC”), in which we hold 12.5% interest in natural gas liquefaction and LNG exporting activities, and which has some 9.6 million tons per annum production capacity

 

   

Tangguh LNG project in Indonesia, in which we hold 2.3% interest in natural gas liquefaction and LNG exporting activities, and which has some 7.6 million tons per annum production capacity

Under long term contracts, the NWS JV supplies most of its LNG output to Japanese (partly to Korean) electricity and gas utility companies. In addition, in May 2006, the JV started LNG supply to China, via Guangdong LNG terminal. Also, the JV started the production at the fifth LNG processing train in September 2008, of which capacity is 4.4 million tons per annum. An “LNG processing train” is a set of facilities in a liquefaction plant to produce LNG from natural gas.

As for Sakhalin II project, SEIC had started half-year oil production since 1999 at the Molikpaq offshore platform installed in the Astokhskoye field, off the Sakhalin Island since 1999 as the first stage of the project. In May 2003, as the second stage of the project, the full-field development of Piltun-Astokhskoye oil field, aimed for year-round crude oil production, and the Lunskoye gas field aimed for LNG production commenced. In April 2007, Mitsui, Royal Dutch Shell plc (“Shell”) and Mitsubishi Corporation (“Mitsubishi”) signed a Sale and Purchase Agreement with OAO Gazprom (“Gazprom”) to transfer their shares in SEIC to Gazprom. After the share transfer, shareholders of SEIC consist of Gazprom (50% plus 1 share), Shell (27.5% minus 1 share), Mitsui (12.5%) and Mitsubishi (10.0%). The total sale price was US$7.45 billion, and Mitsui’s proportionate share was US$1,862.5 million. In December 2008, the year-round crude oil production started and, based on the long term sale and purchase agreements, LNG shipment commenced in March 2009. The peak crude oil production is expected to reach 150 thousand barrels per day and annual LNG production capacity is about 9.6 million tons. Virtually most of the LNG production capacity was sold under the long term sale and purchase agreements with customers in Japan, Korea and US West Coast, including buyers’ optional volume. Mitsui, as a shareholder of SEIC, will make every effort to achieve and maintain the stable production and to further develop the project together with other shareholders, Gazprom, Shell and Mitsubishi.

 

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We own 2.3% interest, through our subsidiaries KG Berau and KG Wiriagar (Japan), in the Tangguh LNG project in Indonesia, which started production in July 2009 with production capacity being 7.6 million tons per annum.

With respect to our LNG related operations, this segment has entered into various long term sales contracts, based on “take or pay” conditions, with customers such as Japanese utility companies. We believe the worldwide LNG business has been undergoing gradual structural changes since the late 1990s as follows:

 

   

Exploration and development of natural gas and production of LNG require significant capital and financial commitments. Moreover, this involves a broad range of logistical and technological expertise, including linking suppliers to distributors and consumers while developing plants in order to efficiently extract and liquefy the natural gas for transportation and then re-gasifying the LNG. Up until the mid-1990s, purchase commitments by buyers with full “take or pay” obligations for a period of 20 years or more had been an essential element for equity holders, distributors and sellers of LNG projects to make the capital and financial commitment to build LNG production facilities. These equity investors had resisted making capital and financial commitments without being able to fully secure stable long-term purchase commitments. In recent years, however, equity holders of several LNG projects have been making investments without fully securing long-term purchase commitments from buyers.

 

   

Due to technological innovations, LNG producers have successfully reduced capital costs with respect to the construction of LNG production plants and LNG vessels. Technological innovation has also enabled the producers to increase the design capacities of LNG production plants and LNG vessels allowing them to benefit from economies of scale. These technological developments allow LNG to be more competitive with other types of energy sources.

 

   

In response to the needs of LNG buyers, the LNG spot market has been expanding, whereby the percentage of spot trades in worldwide LNG contracts rose to 16% in 2010 from 1.3% in 1992.

 

   

In addition to the traditional core LNG markets in Japan, new markets have been emerging in countries such as China and India due to increasing demand for electricity. Despite the setback in tight supply-demand balance due to the recent recession of the economy and increasing supply from unconventional natural gas due to technological advances and innovations, the LNG market is expected to develop worldwide considering the sizable economies of these countries and the increasing popularity of LNG as a “clean energy” source.

Identifying, exploring and developing oil and gas reserve prospects are key factors to success for the Energy Segment. The principal strategic regions for this business are Oceania, Southeast Asia, the Middle East and North America.

Oceania (Australia and New Zealand)

The development and production projects of offshore oil fields of Enfield and the Vincent in which Mitsui E&P Australia Pty Limited has participating interests are the core projects of this segment in terms of capital expenditures including cost of mineral right, exploration, and development next to the Sakhalin II project.

In March 2004, Mitsui E&P Australia Pty Limited acquired a 40% interest in each of exploration block WA-28-L and exploration block WA-271-P located in the North West Shelf area in Australia, which together contained three undeveloped oil fields, Enfield, Vincent, and Laverda. Commercial production from Enfield oil field started in July 2006. Subsequently, some of the major production wells were shut-in due to unexpected sand production. and water breakthrough, and the joint venture conducted consecutive repair work and additional drilling, which stabilized production in those wells. The average production rate during January to March 2010 period was approximately 32,000 barrels per day. At the same time, Mitsui E&P Australia Pty Limited reached final investment decision for Vincent oil field, adjacent to Enfield oil field, in March 2006 with total development cost of approximately US$720 million. Vincent started commercial production in

 

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August 2008. In April 2009, a fire occurred on board the floating production storage and offloading facility and resulted in the facility being shut-down until June 2009. As a result of the incident, production has been constrained to minimize gas flaring due to the gas compressor outage. The average production rate during January to March 2010 period was approximately 20,000 barrels per day.

Mitsui E&P Australia Pty Limited owns 35% interest in Tui area oil field offshore North Island of New Zealand. Commercial production of Tui area oil project started in July 2007. It also owns interests in Casino gas & condensate field and in Henry and Netherby gas fields, both of which are located offshore South Australia. Casino gas & condensate field started commercial production in February 2006 while Henry and Netherby gas fields started in February 2010.

In June 2007, Wandoo Petroleum Pty. Ltd. sold its entire Australian upstream oil and gas producing assets, including Cliff Head oil field offshore Western Australia and Yolla gas & condensate field, offshore Victoria.

Southeast Asia

Mitsui Oil Exploration Co., Ltd. has been actively engaged in oil and natural gas exploration, development and production projects in Thailand and neighboring Southeast Asian countries as well as in the Middle East. In June 2005, Mitsui Oil Exploration Co., Ltd. acquired assets in offshore Thailand, 46.3% interest in the B8/32 Concession and the adjacent Block 9A Concession, jointly with a partner in Thailand. The purchase price was US$820 million, and Mitsui Oil Exploration Co., Ltd. acquired approximately 40% share. In October 2007, Mitsui Oil Exploration Co., Ltd. and its co-concessionaires agreed with the Thai Ministry of Energy to extend the production period of four offshore blocks (Block No. 10—13) in the Gulf of Thailand to 2022. Together with Mitsui Oil Exploration Co., Ltd., Energy Segment continues putting a high priority on expanding oil and gas equity reserves. In March 2006, Mitsui agreed with Mitsui Engineering & Shipping Co., Ltd. to purchase 6% of the total issued shares of Mitsui Oil Exploration Co., Ltd. of which Mitsui held a 44.4% share prior to concluding the agreement. As a result of the transactions, Mitsui Oil Exploration Co., Ltd. became a subsidiary of Mitsui with a 50.3% voting share. As of March 31, 2010, Mitsui’s ownership interest is 69.91%, reflecting additional share purchase transactions.

Middle East

In Oman, Mitsui E&P Middle East B.V. has 35% share in the Block 27 oil fields which started commercial production in June 2006 and the Block 9 oil fields in production. In March 2010, Mitsui has divested all its shares of 20% of United Petroleum Development Co., Ltd. (Japan), participating in exploration and production activities in the El Bunduq Field, which is located on the offshore border of United Arab Emirates and Qatar.

North America

MitEnergy Upstream LLC (United States), established by Mitsui, Mitsui & Co. (U.S.A.) Inc. and Mitsui Oil Exploration Co., Ltd., acquired 50% share of an undivided interest in oil and gas leasehold assets of Pogo Producing Company located offshore in the Gulf of Mexico in April 2006. In November 2009, MitEnergy Upstream LLC entered into a purchase and sale agreement to divest all of its Gulf of Mexico oil and gas assets to Energy XXI, Inc. for approximately US$283 million with an aim to reinvest the sale proceeds to other high growth potential opportunities.

In February 2010, Mitsui E&P USA LLC, which was established by this segment and its subsidiary, Mitsui Oil Exploration Co., Ltd., entered into an agreement with Anadarko Petroleum Corporation to participate in the development and production of the Marcellus Shale gas project in the state of Pennsylvania. The partners of this project will be drilling a few thousand wells during a span of over ten years and the total development cost of Mitsui E&P USA LLC is estimated to be between US$3 billion and US$4 billion depending on the progress. Mitsui E&P USA LLC will carry US$1,400 million of Anadarko’s future development in consideration of its interest in the project. Mitsui E&P USA LLC and Anadarko Petroleum Corporation also reached an agreement to jointly acquire new leases in the state of Pennsylvania for a period of ten years to further expand the business.

 

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A third-party semi-submersible drilling rig, known as the Deepwater Horizon rig, which was conducting exploration work on the Mississippi Canyon 252 block in the Gulf of Mexico, experienced an explosion on April 20, 2010, which sank the rig and resulted in a spill of hydrocarbons from the well. Since the explosion, there has been an on-going, large-scale well-control and clean-up effort. MOEX Offshore 2007 LLC holds a 10% minority non-operating interest in the Mississippi Canyon 252 lease on which the Deepwater Horizon rig was drilling. MOEX Offshore 2007 LLC is a wholly owned subsidiary of MOEX USA Corporation, which in turn is wholly owned by Mitsui Oil Exploration Co., Ltd., in which Mitsui holds a 69.91% equity interest.

MOEX Offshore 2007 LLC has received, and expects to continue to receive, invoices from BP Exploration and Production Inc. (“BP”) seeking reimbursement of costs incurred by BP related to BP’s response to the Deep Horizon incident. As of date of filing, the aggregate amount of costs covered by these invoices is approximately US$974 million. In light of the numerous ongoing investigations that are currently taking place to determine the facts and circumstances surrounding the incident, the numerous lawsuits that are pending and the others that are expected to be commenced against MOEX Offshore 2007 LLC and its affiliates and the provisions of the operating agreement relating to the well that affect the respective rights and responsibilities of the three holders of interests in the lease for costs associated with the incident, MOEX Offshore 2007 LLC is undertaking a very careful and independent review of BP’s claims for reimbursement. For the reasons expressed above, MOEX Offshore 2007 LLC is withholding payment of the referenced invoices, pending further discussions with BP and its affiliates and the resolution of the outstanding issues referenced above.

Mitsui Oil Exploration Co., Ltd., MOEX USA Corporation, MOEX Offshore 2007 LLC and Mitsui & Co. (U.S.A.), Inc. have been named as defendants in various legal actions.

Given our indirect equity interest in a non-operating interest holder of the lease on which the Deepwater Horizon rig was drilling, and in light of the outstanding issues referenced above, we are currently unable to estimate the potential liability of MOEX Offshore 2007 LLC or its affiliates, if any, for the costs associated with the Deepwater Horizon incident in the Gulf of Mexico. Mitsui recognized the impairment losses for the amount to acquire the interest of this lease that were booked as Property and Equipment (Mineral rights) in Impairment loss of long-lived assets, and also recognized expenses relating to the well in Other expense-net for the three-month period ended June 30, 2010. Other than that, Mitsui is unable, at this time, to determine the impact, if any, the incident will have on its future operating results, financial position or cash flows.

In addition, seeking to replenish and enhance our oil and gas reserves, we are engaged in exploration activities in the above-mentioned regions as well as Mozambique, Namibia and Ghana. We also are currently seeking unconventional development of oil and gas resources, such as oil sands in Canada and oil shale in the US.

As a result of the above-mentioned developing activities, our oil and gas reserves decreased from 403 million BOE at the end of March 2009 (according to ASC 932; including 62 million barrels for Mitsui Oil Exploration Co., Ltd.’s minority interest) to 369 million BOE at the end of March 2010 (according to ASC 932; including 36 million barrels for Mitsui Oil Exploration Co., Ltd.’s minority interest). See “Item 4.D. Property, Plants and Equipment—Oil and Gas Producing Activities” and “Supplemental Information on Oil and Gas Producing Activities” to the consolidated financial statements included elsewhere in this annual report on Form 20-F.

The Energy Segment participates in oil and gas related joint venture operations, typically as a “non-operator” equity holder, relying on our project partner, the “operator”, which is responsible for operation management including exploration, development and production of oil and gas resources. In these projects, the Energy Segment collaborates with partners that has sufficient technical knowledge and expertise to reduce operational risks, and also contributes to a limited extent as a non-operator on management of time schedules, capital expenditures, production plans, and safety and environmental standards related to the projects. Also see discussion on our exploration, development and production of mineral resources and oil and gas in “Item 3.D. Risk Factors.”

 

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With respect to oil and gas exploration, development and production (“E&P”) business, it is important to maintain or increase oil and gas reserves as is the case for major oil and gas companies, and Mitsui’s Energy Segment is also aiming to increase its reserves by expanding current projects and investing in new opportunities. Although our reserve is less than those of major oil and gas companies in the world, its volume can be ranked as a top level company among the Japanese oil and gas companies.

The following tables provide information on our investments in coal resource projects undertaken by the Energy Segment.

COAL

 

Joint Venture or Investee

 

Mitsui’s Subsidiary or
Associated Company

 

Name of Mines(1)

 

Location

  Mitsui’s
Percentage of
Ownership
   

Other Major
Participants and
Their Percentages of
Ownership

 

BHP Mitsui Coal Pty. Ltd.

  BHP Mitsui Coal Pty. Ltd.   Poitrel South Walker Creek   Queensland, Australia   20.00   BHP Billiton   80.00

Bengalla Joint Venture

  Mitsui Coal Holdings Pty. Ltd.   Bengalla   New South Wales, Australia   10.00  

Rio Tinto

Wesfarmers

Taiwan Power

  40.00

40.00

10.00


Kestrel Joint Venture

  Mitsui Coal Holdings Pty. Ltd.   Kestrel   Queensland, Australia   20.00   Rio Tinto   80.00

Dawson Joint Venture

  Mitsui Coal Holdings Pty. Ltd.   Dawson   Queensland, Australia   49.00   Anglo American   51.00

German Creek Joint Venture

  Mitsui Coal Holdings Pty. Ltd.   German Creek   Queensland, Australia   30.00   Anglo American   70.00

 

(1) “Name of Mines” indicates the names of principal producing mines.
(2) In addition to the above-mentioned coal mining projects, through Mitsui Coal Holdings Pty. Ltd., we have small interests in two projects in Australia operated by Anglo American, namely, Moranbah North Joint Venture in Queensland and Drayton Joint Venture in New South Wales. Our ownership percentage and annual production capacity of Moranbah North Joint Venture and Drayton Joint Venture are 4.75%, 4 million tons and 3.83%, 5 million tons, respectively.

Demand has strongly recovered after the above mentioned joint ventures experienced production adjustments due to recession of the world economy as well as reductions in crude steel production by steel manufacturers in the first half of this fiscal year. Furthermore, in the medium and long term, demand of both thermal coal and metallurgical coal are expected to increase along with economic growth of Asian countries including India and China. In response to such increasing global demand, we continue to make proactive capital investments to expand the capacities of existing projects, and our equity production tonnage is expected to increase after this fiscal year onward. Regarding further information and discussion on development of our coal mining projects, see “Item 4.A. History and Development of the Company—Capital Expenditure”, “Item 5.A. Operating Results—Operating Results by Operating Segment—Energy Segment” and “Item 5.B. Liquidity and Capital Resources—Investment Plans and Financial Policies of the Medium Term Management Outlook.”

 

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Revenues from oil and gas producing activities and coal mining activities (based on US GAAP) account for a critical portion of this segment. The table below sets forth the break down of revenues of the Energy Segment.

 

     Revenues
     Billions of Yen
     Revenues from Sales of Products    Revenues from
Sales of Services
and Other Sales
    

Years Ended March 31,

   Revenues from
Oil and Gas
Producing
Activities
   Revenues from
Coal Mining
Activities
   Revenues from
Sales of
Other  Products(*)
   Commissions and
Trading Margins on
Intermediary Services
and Other
   Total Revenues

2010

   ¥ 186.6    ¥ 93.0    ¥ 588.1    ¥ 10.4    ¥ 878.1

2009

     288.9      123.0      778.3      19.6      1,209.8

2008

     248.7      34.3      986.2      14.6      1,283.8

 

(*) Revenues from sales of other products mainly consist of sales of crude oil and petroleum products.

The Energy Segment is also participating in uranium development to contribute to its stable supply for nuclear power facilities. In October 2008, Mitsui acquired a 49% interest in six uranium blocks including the Honeymoon mine in South Australia, from Uranium One Inc. Honeymoon mine is in its development stage and aiming for production commencement from 2010. Annual production is planned to reach 400 to 450 tons on a uranium concentrate basis. This segment plans to execute exploration activities and seek for commercialization in the other blocks also.

The Energy Segment is engaged in oil trading operations conducted by Mitsui and Mitsui Oil (Asia) Hong Kong Limited.

The international markets for crude oil and petroleum products are highly competitive and volatile. These commodities are listed and traded on various markets such as NYMEX in New York, ICE in London, SGX in Singapore and TOCOM in Tokyo, and our competitors in these markets are major oil and gas companies, national oil companies of oil producing countries, and oil traders including Japanese trading companies. In maintaining our competitive edge under these circumstances, it is critical for this segment to maintain good relationship with customers and suppliers as well as to mitigate price risk by utilizing hedging tools such as the futures markets. This segment is active to secure long-term offtake contracts of petroleum products such as fuel oil and condensate to be sold to worldwide companies including Japanese utility and refining companies. Long-term offtake contracts are sales and purchase contracts for various commodities, such as crude oil and petroleum products, entered into by suppliers and buyers, or “offtakers” of such commodities for more than one year.

Within Japan, this segment is also engaged in refining and sales of oil and gas related products through Mitsui Oil Co., Ltd., our oil sales subsidiary, and Kyokuto Petroleum Industries, Ltd. (Japan). Kyokuto Petroleum Industries, Ltd. is a refinery jointly owned (50:50) by the ExxonMobil Corp. Group and Mitsui Oil Co., Ltd.

In the domestic refining and marketing business for oil and gas related products, we are facing severe competition from domestic oil refining and distributing companies due to the structural surplus capacity of refineries in Japan. Kyokuto Petroleum Industries, Ltd. and Mitsui Oil Co., Ltd. are in relatively sound financial situations, and are pursuing efficient and competitive operations. In the LPG business, Mitsui Liquefied Gas Co., Ltd. (Japan) merged with Marubeni Liquefied Gas, Inc. in April 2008 to form Mitsui Marubeni Liquefied Gas Co., Ltd. Mitsui’s ownership interest in the company is 60%. In April 2010, Mitsui, Marubeni, Mitsui Marubeni Liquefied Gas Co., Ltd. and Nippon Oil Corporation , a fully-owned subsidiary of JX Holdings, agreed to commence detailed discussions to integrate Mitsui Marubeni Liquefied Gas Co., Ltd. and the LPG business unit of Nippon Oil Corporation. Under these conditions, the companies agreed to commence discussions toward a possible integration of their LPG businesses to strengthen the competitiveness and profitability through rationalization and improvement of business efficiency. Should such integration be executed, Mitsui’s ownership interest is anticipated to be diluted to approximately 30%.

 

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The Energy Segment is also exploring various new business opportunities in the emerging new energy area. Mitsui expects bio-ethanol to be a significant renewable fuel in the future, and world demand to rise. In view of this, Mitsui are jointly working with Petróleo Brasileiro SA (“Petrobras”) for production of bio-ethanol and related products in Brazil, and marketing such products in the international market.

Foods & Retail Segment

The Foods & Retail Segment consists of one business unit, the Foods & Retail Business Unit, which has 20 subsidiaries including Mitsui Norin Co., Ltd. (Japan), PRI Foods Co., Ltd. (Japan), San-ei Sucrochemical Co., Ltd. (Japan), MITSUI FOODS CO., LTD., Toho Bussan Kaisha, Ltd. (Japan), VENDOR SERVICE CO., LTD. (Japan), Bussan Logistics Solutions Co., Ltd. (Japan), WILSEY FOODS, INC. (United States), Mitsui Alimentos Ltda. (Brazil) and MCM Foods Holdings Lmited (United Kingdom) ; and 16 associated companies including MIKUNI COCA-COLA BOTTLING CO., LTD. (Japan), Mitsui Sugar Co., Ltd. (Japan), The Kumphawapi Sugar Co., Ltd. (Thailand) and Multigrain AG (Switzerland).

Gross profit and net loss attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥83.6 billion or 11.9% and minus ¥0.8 billion or minus 0.5% of our consolidated totals, respectively.

The Foods & Retail Segment engages in:

 

   

Investment in the food raw material production and distribution businesses abroad such as production and export of grain, dairy farming, canola oil processing, production of edible oil products, shrimp farming, broiler chicken raising, egg producing and sugar manufacturing businesses abroad;

 

   

Import and domestic/offshore trade of wheat, barley, soybeans, corn, rapeseed, raw sugar, rice, palm oil, etc;

 

   

Import and domestic/offshore trade of processed foods such as canned products, frozen foods and condiments, liquor, beverage materials such as coffee, tea and juice, dairy products, foodstuffs such as marine products, stock farm products and vegetables;

 

   

Manufacture of beverages and beverage ingredients, sugar manufacturing business, broiler chicken raising business, manufacture of starch and saccharified products, manufacture of functional food ingredients, and manufacture of feed and functional feed in Japan;

 

   

Domestic distribution and wholesale through the nationwide wholesaler subsidiary MITSUI FOODS CO., LTD.;

 

   

Import and domestic trade of containers, packaging materials, and miscellaneous daily goods; and

 

   

Support services, such as supply chain management including logistics management, and product planning and development for retailers.

The Foods & Retail Segment is involved in a wide range of fields in a value chain of foods, from the global procurement of food materials and production of foodstuffs to the traffic and wholesale of foods, packaging materials and sundry goods.

To secure stable source of supply, this segment purchases grain, oilseeds, and raw sugar mainly from the United States, Canada, Brazil, Australia, Thailand, Malaysia and other countries in the world and sell them primarily in Japan and other Asian countries. This segment sells coffee to Japan and United States, mainly from Brazil. This segment purchases raw materials for beverages, such as tea leaves and juice, marine products, stock farm products, and dairy products from major supply sources around the world and deliver them primarily to Japan.

This segment has positioned the Americas as their main base of operations and the core of their global food supply strategy. In collaboration with the Americas Segment, this segment has developed and maintained the following businesses:

 

   

In the cereals and grains area, this segment has formed a joint venture, United Harvest, LLC (United States), with CHS Inc., an agricultural cooperative-based company in the United States. United Harvest,

 

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LLC is one of the largest exporters of wheat from the United States exporting approximately 3.2 million tons of wheat for the year ended March 31, 2010, which represents 32% of volume exported from northwest coast of the United States. This segment invested in this company through United Grain Corp. (United States).

 

   

VENTURA FOODS, LLC, another joint venture formed with CHS Inc., is a supplier of edible oil for the institutional market in the United States. This segment invested in this company through WILSEY FOODS, INC.

 

   

In August and November 2007, this segment purchased shares in Multigrain AG, parent company of Multigrain S.A. in Brazil, an agricultural business operating company dealing with origination and export of grains, mainly soybeans. In October 2008, this segment made an additional investment of US$124 million, which was a part of the total capital increase made by Multigrain AG in response to capital needs resulting from an expansion of Multigrain S.A’s agricultural business. In March 2010, this segment acquired an additional shareholding from PMG Trading S.A. The total investment amounts to US$234 million. CHS is also a partner in this business and has the same largest ownership interest of 45.1% as Mitsui’s.

 

   

In December 2007, this segment, together with the Americas Segment, agreed to establish a joint venture of canola oil processing business in Canada with Louis Dreyfus Group. Ownership interests of this segment and the Americas Segment are 28% and 12%, respectively. In February 2010, the canola oil processing facilities started its commercial production following the completion of the construction in December 2009.

 

   

This segment owns a coffee export subsidiary, Mitsui Alimentos Ltda. in Brazil, World’s largest coffee-producing country.

In the period from 2007 through 2009, this segment made several investments in food raw material production abroad, such as the above-mentioned agricultural business in Brazil and canola oil processing facilities in Canada, a dairy farming business in New Zealand and a shrimp farming business and broiler chicken raising and egg producing businesses in China. This segment aims to secure safe and stable supply sources of food, considering rapidly increasing food demand from emerging countries and conflict in supply capacity for bio-fuel purpose production. This segment intends to expand market channels to Japan and Asia, starting from the above-mentioned joint operations with the most reliable partners in major food material producing countries.

In domestic food materials business, Mitsui Norin Co., Ltd. is engaged in manufacturing and sales of tea leaves and tea-based products, PRI Foods Co., Ltd. is engaged in domestic broiler chicken raising, processing and sales, Mitsui Sugar Co., Ltd. is engaged in sugar refining and sales, and MIKUNI COCA-COLA BOTTLING CO., LTD. is engaged in production and sales of soft drinks.

Competition varies depending on raw materials and products in the upstream areas of grain, feed, raw sugar and food materials, but is primarily based on price and quality of products. Many Japanese trading companies, international producers and others are competitors to varying degrees with respect to food raw materials this segment handles.

MITSUI FOODS CO., LTD. plays a vital role in this segment’s wholesale operations. Its wide-range of business activities and customers include general merchandise stores, supermarkets, convenience stores, catering and restaurant chains throughout Japan, focusing on processed food and liquor transactions. MITSUI FOODS CO., LTD. meets the sophisticated and diversified needs for reduced distribution costs, secure temperature-controlled supply, and faster delivery. In April 2006, MITSUI FOODS CO., LTD. and Mitsui agreed with KOKUBU CO., LTD. (“KOKUBU”), a major Japanese food wholesaler, to form a business alliance. In October 2007, this segment transferred 70% of the shares of Hokushuren Co., Ltd. (Japan), formerly a foods and liquor wholesale subsidiary, to KOKUBU, following transfer of MITSUI FOODS CO., LTD.’s businesses in the Hokkaido area (excluding Seven & i Holdings Co., Ltd.-related businesses) to Hokushuren Co., Ltd. In January

 

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2009, Hokushuren Co., Ltd. and HOKKAIDO KOKUBU CO., LTD., KOKUBU’s wholly owned subsidiary, merged to form SHUREN KOKUBU CO., LTD., in which this segment holds a 26.3% ownership interest as a result of the merger.

MCM Foods Holdings Lmited is engaged in the import and sales of canned food products and groceries in England and other European market.

Mitsui maintains a comprehensive alliance with Seven & i Holdings Co., Ltd., Japan’s nationwide diversified retailer, which mainly engages in convenience stores, general merchandise stores, department stores, food supermarkets, food services, financial services and IT/services. Seven & i Holdings Co., Ltd. also maintains operation through Seven-Eleven Beijing Co., Ltd. in China (Beijing, Chengdu) and 7-Eleven, Inc. in 15 countries including the United States, Asia (Taiwan, Hong Kong, Thailand, Korea, China, Malaysia, Indonesia and Singapore), Canada, Mexico, Australia and Europe (Norway, Sweden, Denmark).

As of the end of February 2010, Mitsui owned 1.8% of Seven & i Holdings Co., Ltd.’s outstanding shares. Mitsui purchased the shares for a total cost of ¥50 billion in 2005, seeking to strengthen business ties with them.

Mitsui offers the following supply services to Seven & i Holdings Co., Ltd. through the domestic subsidiaries, such as MITSUI FOODS CO., LTD., Retail System Service Co., Ltd. (Japan) and VENDOR SERVICE CO., LTD., Bussan Logistics Solutions Co., Ltd. (Japan).

 

   

supply sundry goods and consumables, such as processed food, liquor, fast food, toys, and games, to more than twelve thousand 7-Eleven stores in Japan;

 

   

supply food materials, containers and packaging materials to vendors who supply boxed lunches, pre-cooked meals and processed food to 7-Eleven stores in Japan;

 

   

supply various products to 7-Eleven stores in Japan by temperature-controlled transportation; and

 

   

provide services to 7-Eleven stores through the subsidiaries, BUSSAN BEIJING LOGISTICS ENTERPRISE LTD. in China and MITSUI BUSSAN LOGISTICS, INC. in the United States.

Competitors in the wholesale and retail businesses are mainly general trading companies and wholesalers in Japan. In the traffic area, competitors are also traffic companies that operate third party logistics providing customized and integrated warehousing and transportation services. Domestic wholesalers are facing fierce competition with others, and from time to time they conduct mergers and acquisitions to increase revenues and reduce logistics costs.

Consumer Service & IT Segment

This segment is comprised of the Consumer Service Business Unit and the IT Business Unit. Effective April 1, 2009, the Consumer Service Business Unit was established through reorganizing the First and the Second Consumer Service Business Units. Media-related business was transferred from the First Consumer Service Business Unit to the IT Business Unit.

Gross profit and net loss attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥52.0 billion or 7.4% and minus ¥9.8 billion or minus 6.5% of our consolidated totals, respectively.

This segment owns 24 subsidiaries including:

 

   

Mitsui Bussan Inter-Fashion Ltd. (Japan) and BUSSAN REAL ESTATE CO., LTD. (Japan) in the Consumer Service Business Unit; and

 

   

ShopNet Co., Ltd. (British Virgin Island), Mitsui Knowledge Industry Co., Ltd. (Japan), J-SCube Inc. (Japan), Mitsui Electronics Inc. (Japan), and MBK Distribuidora de Produtos Eletronicos Ltda. (Brazil) in the IT Business Unit.

 

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And it owns 23 associated companies including:

 

   

AIM SERVICES CO., LTD. (Japan) and Sumisho & Mitsuibussan Kenzai Co., Ltd. (Japan) in the Consumer Service Business Unit; and

 

   

QVC JAPAN INC. (Japan), Nihon Unisys, Ltd. (Japan), Moshi Moshi Hotline, Inc. (Japan) and T-GAIA Corporation (Japan) in the IT Business Unit.

Consumer Service Business Unit

Together with 13 subsidiaries and 15 associated companies, the Consumer Service Business Unit is engaged in the following:

 

   

service and outsourcing businesses including contract food service, uniform rental and facility management;

 

   

medical and health care-related businesses including supporting pharmaceutical manufacturing and logistics, supporting for operation and management of hospitals and clinics, and health care-related information service;

 

   

fashion business including global procurement service of apparel and accessories, participation and management of joint ventures with fashion brand holders, and other brand related business including importing, licensing and marketing;

 

   

real estate business including development of housing, office buildings, logistical and commercial facilities, and related services such as real estate solutions, self-storage and service office business; and

 

   

housing and industrial materials businesses such as housing materials, wood chips, pulp and paper products, packaging materials and off-the-road tires for mines.

In the service and outsourcing businesses, as joint businesses with ARAMARK Corporation in the United States, AIM SERVICES CO., LTD. provides a variety of services, such as contract food service, refreshment service and related support services for companies, schools, hospitals and social welfare facilities, while ARAMARK Uniform Japan Co., Ltd. (Japan) provides uniform rental services.

In the medical and health care-related businesses, this business unit integrated the whole medical healthcare businesses within this business unit in 2008. In the pharmaceutical value chain area, this business unit provides solutions to the pharmaceutical industry at the various stages in the pharmaceuticals value chain from manufacturing (including R&D) to distribution and sales. In the healthcare service networks area, in Japan and overseas, mainly in Asia, this business unit provides integrated services, aiming at the development of domestic and global healthcare networks of enterprises that provide preventive care, medical care, and senior-related services.

In the fashion business, this business unit provides services to accommodate developments in the markets in:

 

   

original equipment manufacturing (“OEM”) business for apparel manufacturers; and

 

   

brand marketing business including brand licensing.

In the field of OEM business, Mitsui Bussan Inter-Fashion Ltd. is engaged in planning and production of apparel and accessories, by using Mitsui’s global networks and incorporating a vast range of business functions at various stages in the value chain, including design, planning and procurement of materials as well as sewing and processing. Transferring OEM business to Mitsui Bussan Inter-Fashion Ltd., this business unit aims to strengthen its specialty and cost efficiency.

With respect to brand marketing business, this business unit is engaged in both license and import business involving international brands such as Burberry and Max Mara, while some trademark rights such as Pierre Cardin and Hanae Mori are held by this business unit. This business unit enters into license agreements to retain

 

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their exclusive marketing manufacturing rights and establishes joint ventures with the brand holders, which control licensing or distributing imported products, thereby establishing a nationwide sales network.

In the field of real estate business, this business unit is engaged in development, management and lease of condominiums, office buildings and other logistical and commercial properties mainly in the Tokyo metropolitan area. This business unit also develops houses and office buildings overseas. Moreover, it owns, operates and leases senior housing properties abroad. This business unit is engaged in real estate solutions, self-storage business, and service office business in Japan.

In the field of the housing and industrial materials businesses, Sumisho & Mitsuibussan Kenzai Co., Ltd. (Japan) supplies housing materials in the Japanese market. This business unit operates afforestation projects with Japanese and the local partners in Australia. It also produces and exports woodchips to Japan. Mitsui Bussan Packaging Co., Ltd. (Japan) actively sells various paper products and packaging materials mainly in Japan and Asia market. This business unit also provides mines with off-the-road tires and related services in South America, Russia and Southeast Asia.

IT Business Unit

The IT Business Unit provides a variety of services, which are delivered through the unit’s 11 subsidiaries and 8 associated companies established in the following six major fields:

 

   

network and systems integration (“NI/ SI”) businesses;

 

   

business process outsourcing businesses including enterprise information management and call-center services;

 

   

mobile communication business including sales agency of mobile handset and telecommunications lines; and development and sales of mobile content;

 

   

electronics business including import, export and domestic trade of semiconductor devices and equipment/materials for semiconductor and liquid crystal displays;

 

   

display-related businesses including export and offshore trade of liquid crystal displays and parts; and

 

   

media-related businesses including television shopping channels, broadcasting, content services and internet-based marketing services.

In the field of NI/SI businesses, Mitsui Knowledge Industry Co., Ltd. and Nihon Unisys, Ltd., both listed on the Tokyo Stock Exchange, provide integrated solutions to a wide range of customers.

 

   

Mitsui Knowledge Industry Co., Ltd. provides comprehensive ICT services, such as various kinds of system introduction, system maintenance, system operation, network system designing, network system building, network system maintenance support and data center business to wide range of customers including telecommunications carriers, government offices, local municipalities and healthcare and education related public bodies. Mitsui Knowledge Industry Co., Ltd. was formed by a merger in April 2007 between NextCom K.K. and Mitsui Knowledge Industry Co., Ltd. Mitsui owns a 58.4% voting interest in Mitsui Knowledge Industry Co., Ltd. as of March 2010.

 

   

Nihon Unisys, Ltd. is engaged in the designing and building of computer systems, business process outsourcing services, support services and other peripheral services as well as sales of computer systems. These services are provided to business enterprises in the financial, manufacturing and distribution and public sectors. Mitsui owns a 31.8% voting interest in Nihon Unisys, Ltd. as of March 2010.

This business unit has developed business process outsourcing businesses through J-SCube Inc. and Moshi Moshi Hotline, Inc. J-SCube Inc., which has been engaged in distribution of information processing devices and information input devices, has recently focused on enterprise information management such as customer information input, management and operation. Moshi Moshi Hotline, Inc. is one of the Japanese major providers

 

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of call centers and related outsourcing services. Moshi Moshi Hotline, Inc. is listed on the Tokyo Stock Exchange, with this business unit’s current voting interest at 34.4% as of March 2010.

This business unit is engaged in various mobile communication businesses through alliances with domestic cell phone service providers and manufacturers. T-GAIA Corporation (former Telepark Corp.), which was a major associated company in this field, merged with MS Communications Co., Ltd., a domestic large scale agency and distributor engaged in the same business line, and changed its name to T-GAIA Corporation and continued to be listed on the Tokyo Stock Exchange. The merger was to establish its leading position in domestic mobile handset sales and distribution market, by reinforcing cost-efficiency. As a result of the merger, this business unit’s voting interest was diluted to 22.8%, and T-GAIA Corporation became an associated company of this business unit. T-GAIA Corporation is the biggest agency for cell phone subscription as well as a retailer and distributor of cell phone handsets in Japan, engaged in agent for subscription of fixed telecommunications lines, including broadband connections and also settlement services for PIN (Personal Identification Number)-based merchandise sales systems and prepaid mobile phone.

In the field of electronics business, this business unit is engaged in import, export and domestic trade of semiconductor devices and equipment/materials for semiconductor and liquid crystal displays mainly through Mitsui Electronics Inc. (Japan). In recent years, this business unit provides semiconductor and liquid crystal displays related products and services in China, which is a principal production base for electronics products, mainly through our affiliated companies in China.

In the field of display-related businesses, this business unit is also engaged in export and offshore trade of liquid crystal displays (“LCD”) and related parts. Aiming to broaden geographic reach in the growing liquid crystal display market, in January 2010, this business unit decided to invest in TPV Technology Limited, which is one of the world largest PC monitor and LCD television manufacturers, holding plants mainly in China and listed on the Hong Kong stock exchange and the Singapore stock exchange. TPV Technologies Limited produced 46.1 million units of PC monitor and 9.5 million units of LCD television for the year 2009 and ranked 1st and 4th in the world, respectively, in terms of production volume. This business unit acquired a 10% shareholding by a subscription for shares through a third party allotment in March 2010, and subsequently made a joint cash offer for additional shares in TPV Technology Limited on the Hong Kong stock exchange and the Singapore stock exchange together with China Electronics Corporation group, a major shareholder of TPV Technology Limited. As a result of the joint cash offer, this business unit’s ownership became 15.1% as of April 2010.

In the field of media-related businesses, this business unit provides television shopping services operated by QVC Japan, Inc., which was established jointly with QVC Inc. of the United States. In March 2009, this business unit acquired ShopNet Co., Ltd., Taiwan’s third largest provider of 24-hour television shopping. BS digital high definition free television channel subsidiary, World Hi-Vision Channel, Inc. started broadcasting service under the name of BS channel 12 “TwellV” in Japan in December 2007.

This business unit is dependent on the business of our subsidiaries and associated companies, most of which are located in Japan and Asia, where technological innovation is rapid and competition is fierce.

Logistics & Financial Markets Segment

The Logistics & Financial Markets Segment is engaged in transportation and logistics services, insurance and financial business in Japan and abroad.

Gross profit and net loss attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥31.3 billion or 4.5% and minus ¥0.8 billion or minus 0.5% of our consolidated totals, respectively.

 

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This segment is composed of the Financial Markets Business Unit and the Transportation Logistics Business Unit, and has 28 subsidiaries including:

 

   

in the Financial Markets Business Unit, Mitsui & Co. Energy Risk Management Ltd. (United Kingdom)(*1), Mitsui & Co. Precious Metals, Inc. (United States), Mitsui Bussan Precious Metals (Hong Kong) Limited (Hong Kong, China), Mitsui Bussan Commodities Ltd. (United Kingdom), Mitsui & Co., Principal Investments Ltd. (Japan) and MVC Corporation (Japan); and

 

   

in the Transportation Logistics Business Unit, Trinet Logistics Co., Ltd. (Japan), Mitsuibussan Insurance Co., Ltd. (Japan), TRI-NET (JAPAN) INC. (Japan), TRI-NET LOGISTICS (ASIA) PTE LTD (Singapore) and Tokyo International Air Cargo Terminal Ltd. (Japan).

4 associated companies including JA Mitsui Leasing, Ltd. (Japan) in the Financial Markets Business Unit and Mitsui Direct General Insurance Company, Limited (Japan) in the Transportation Logistics Business Unit.

Financial Markets Business Unit

This business unit has 18 subsidiaries and 1 associated company and is engaged in the following business activities:

 

   

trading in various commodity derivatives such as precious metals, non-ferrous metals listed on the London Metal Exchange (“LME”), energy, and soft commodities;

 

   

financial equity investments including principal investment and venture capital operation;

 

   

asset management business such as real estate fund (listed REIT and private fund) and infrastructure fund, ; and

 

   

leasing business

Mitsui and its subsidiaries such as Mitsui & Co., Energy Risk Management Ltd., Mitsui & Co. Precious Metals, Inc., Mitsui Bussan Commodities Ltd. (United Kingdom) , and Mitsui Bussan Precious Metals (Hong Kong) Ltd. are engaged in trading and brokerage in various commodity derivatives such as precious metals, non-ferrous metals listed on the LME, energy, and soft commodities.

In the principal investment field, this segment deals with corporate investments mainly through subsidiaries such as MVC Corporation, Mitsui & Co. Venture partners, Inc. (United States) (MVC and MCVP are collectively called as “Mitsui Ventures”) In order to make a profit from investments and to pioneer new business domains for Mitsui, these subsidiaries are adding value to investee companies and focusing on specific industries and regions. As for venture capital business in the corporate investments field, Mitsui Ventures are engaged in investing in and supporting start-up companies which have great potential ability to succeed in several countries such as Japan, United States and China. And as for growth capital investments, this segment is focusing on China and Asia as strategic area and is seeking for opportunities to invest to growing companies on a global basis.

We are also engaged in sales and marketing of various derivatives and financial instruments of our own development to investors and market participants. Japan Alternative Investment Co., Ltd. (Japan) acts as placement agent for alternative investment products such as infrastructure fund and funds of hedge funds.

In REIT related businesses, Mitsui & Co., Logistics Partners Ltd. (Japan) provides asset management service to Japan Logistics Fund Inc, a listed REIT on the Tokyo Stock Exchange that is only Japanese REIT specializing in logistics properties such as warehouses and distribution centers. In June 2008, this business unit launched an emerging market infrastructure fund with Challenger Financial Service Group, an Australian-based

 

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(*1) Mitsui & Co. Energy Risk Management Ltd. changed its name to Mitsui & Co. Commodity Risk Management Ltd. in April 2010.


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financial services organization. This fund, while meeting the growing demands of global investors to invest in infrastructure assets, is intended to contribute to the development of emerging market economies by providing the needed capital to the infrastructure space, enabling the rapid growth in the regions.

As of the end of March 2010, this business unit has a 33.4% voting interest in JA Mitsui Leasing, Ltd., a general leasing company with its strengths in leasing of information-processing equipment and large scale equipment, as well as industrial machinery, aircraft and ocean vessels. JA Mitsui Leasing, Ltd. was created as a joint holding company in April 2008 to integrate smoothly the operations of Mitsui Leasing & Development, Ltd. (Japan), an associated company of the unit, and Kyodo Leasing Co., Ltd., another major leasing company, to reinforce operating bases. In October 2008, JA Mitsui Leasing, Ltd. merged its wholly-owned two subsidiaries, Mitsui Leasing & Development, Ltd. and Kyodo Leasing Co., Ltd. In October 2009, each of Mitsui and The Norinchukin Bank, another major shareholder in JA Mitsui Leasing, Ltd., invested ¥30 billion in JA Mitsui Leasing, Ltd. for its newly issued shares by third party allotment with an objective to strengthen the financial condition of JA Mitsui Leasing, Ltd. As of March 31, 2010, this business unit has an 2.2% share of outstanding common stock in Cedyna Financial Corporation (Japan, formerly Central Finance Co., Ltd.), a consumer credit and credit card company in Japan.

Transportation Logistics Business Unit

The Transportation Logistics Business Unit provides sophisticated, high value added logistics services to customers, leveraging its longstanding experience in offering such services group-wide. This business unit also seeks the development of new business domains through integrating logistics, financial and information technology.

Together with 10 subsidiaries and 3 associated companies, this business unit is engaged in the following business activities:

 

   

International transportation services including combined multi transportation centering on container shipping, transportation of plants and other special cargoes, tramper shipping, logsitics solution services such as supply chain management warehousing and distributions;

 

   

Logistics infrastructure projects, including port development projects in emerging countries, and transport-infrastructure such as railway and airports etc;

 

   

Insurance agency services and insurance-related consulting;

 

   

New logistic solution business of liquidation of logistics assets utilizing REITs function; and

 

   

Agri-food business.

In the international logistics business, this business unit has established TRI-NET (JAPAN) INC. and other core subsidiaries, which are located in Japan, the Americas, Europe, South East Asia, and China. Each of those subsidiaries collaborates with the Head Office and overseas trading subsidiaries worldwide to provide customers with solutions to logistics needs through international combined multimodal transportation services using various modes of land, sea and air transportation. And through its tramp shipping services, this business unit provides transportation for bulk cargoes, such as coal, grain and fertilizers, as well as project transportation services for power generation plants, chemical plants and other facilities. In the development of its warehousing business, Tri-net Logistics Co., Ltd. has focused in particular in transportation services for bulk chemicals. In the logistics solutions field, Tri-net Logistics Co., Ltd. uses its logistics engineering capabilities to produce advanced logistics design solutions.

This Business Unit is also developing logistics infrastructure and transportation systems with the aim of expanding its business activities in emerging economies including the BRICs and Middle Eastern countries. In Russia, this business unit established large scale warehousing facilities in Moscow for Japanese manufacturers of electrical appliances, construction machinery, motor vehicles and other products. In 2007, it signed an operational partnership agreement with Russian Railways. Additionally, in the Middle East, this business unit has set up a logistics base in Dubai in partnership with AW Rostamani Group.

 

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In the insurance and risk management field, this business unit provides insurance agency services through Mitsuibussan Insurance Co., Ltd. Several subsidiaries, including Insurance Company of Trinet Asia Pte., Ltd. (Singapore), operate as captive insurance companies and also use their experience and knowledge of risk management to provide direct insurance writing services. In December 2009, this business unit became the largest shareholder of ACAL Holdings Pte Ltd (Singapore), reinsurance company in Lloyd’s. In addition, this business unit has 19.8% share interest in an associated company, Mitsui Direct General Insurance Company, Limited, a direct marketing non-life insurance company specializing in Internet-based sales.

In collaboration with the Financial Markets Business Unit, this business unit also develops REITs based on logistics-related real estate.

In June 2008, the Agri-Food Business Strategic Planning Dept. was established in this business unit. The aim of this new organization is to contribute to the maintenance and advancement of domestic agriculture through supporting for agricultural management and production as well as the development of advanced logistical services for agricultural products, utilizing knowledge regarding agriculture and agricultural logistics.

Americas Segment

The Americas Segment is engaged in sales, intermediary service and manufacturing of various commodities and conducts related business led by overseas trading subsidiaries in North, Central and South America. Mitsui & Co. (U.S.A.), Inc., or Mitsui U.S.A., manages the business of the segment as the center of the regional strategy.

Gross profit and net loss attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥73.1 billion or 10.4% and minus ¥9.6billion or minus 6.4% of our consolidated total, respectively.

This segment consists of 9 trading subsidiaries including Mitsui & Co. (U.S.A), Inc. (United States), Mitsui & Co. (Canada) Ltd. (Canada) and Mitsui & Co.(Brasil) S.A. (Brazil), 31 other subsidiaries owned mainly by Mitsui U.S.A. including Steel Technologies Inc. (United States), Champions Pipe & Supply, Inc. (United States), Mit Wind Power Inc. (United States), Mitsui Automotriz S.A. (Peru), Road Machinery, LLC (United States), Ellison Technologies Inc. (United States), Intercontinental Terminals Company LLC (United States), Novus International, Inc. (United States), CornerStone Research & Development Inc. (United States), SunWize Technologies, Inc. (United States), Fertilizantes Mitsui S.A. Industria e Comercio (Brazil), Westport Petroleum, Inc. (United States), United Grain Corp. (United States), Mitsui Foods, Inc. (United States), MBK Real Estate LLC (United States) and AFC HoldCo, LLC (United States) and 9 associated companies including MED3000 Group. Inc. (United States).

Mitsui U.S.A. is our largest overseas subsidiary, and it carries out many diversified business activities together with subsidiaries and associated companies, in collaboration with the operating segments of the Head Office in Japan. Mitsui U.S.A. has been leading our entry in the U.S. market, and we believe that Mitsui U.S.A. is one of the major exporters of American products.

Business activities of Mitsui U.S.A.’s major operating divisions are as follows:

 

   

The Iron & Steel Products Division maintains alliances with steel makers, steel processors, and major local customers in the U.S. and other countries. It specializes in streamlining the processes at each step of value chain of steel products, managing inventory and process arrangements. Steel Technologies Inc., a steel processor which operates more than 20 steel processing facilities in North America, which Mitsui U.S.A. acquired in June 2007, is a core operation of this division. It processes flat-rolled steel and provides a wide range of value added services including pickling, cold strip and blanking for automotive steel plate. Among various customers, the United States automotive makers and their affiliated parts makers are major customers. In March 2010, Mitsui U.S.A. entered into a definitive agreement with Nucor Corporation to own and operate a flat rolled processing network and other steel related projects throughout North America. In April 2010, Mitsui U.S.A. contributed Steel Technologies Inc. into a

 

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newly established holding company, to be named NuMit LLC, and then 50% of the interest in NuMit LLC was sold to Nucor Corporation. Steel Technologies Inc. will serve as the foundation for NuMit LLC, and will enhance its flat rolled steel processing operations in North America. NuMit LLC will also expand its business domain to other steel related projects throughout the world. Mitsui U.S.A. intends to invest the proceeds from the transaction into further NuMit LLC’s investments. Sales and distribution of energy related steel products inclusive of tubular products sales and distribution within Americas and other areas is another core operation, operated by Champion Pipe & Supply, Inc.

 

   

The Energy & Mineral Resources Division engages in copper concentrate and cathode; aluminum ingot; aluminum product; other non-ferrous metal materials; iron and steel raw materials; steel and nonferrous metal scrap; crude oil; petroleum coke, petroleum products, bio-ethanol, natural gas and coal. The initiatives with Sims Metal Management Inc., an associated company of the Mineral & Metal Resources Segment, including electrical and electronic recycling, are also handled at this division. Westport Petroleum, Inc. in which this division has a 80% voting share and the Energy Segment has the remaining 20% voting share, is engaged in sales to and purchases from the energy industry with respect to pipeline and cargo trading of petroleum products throughout major international energy markets. These transactions by Westport Petroleum, Inc. account for a significant portion of our revenues from sales of products groupwide.

 

    In November 2009, MitEnergy Upstream LLC, a subsidiary in which this division and the Energy Segment invest, sold all of its Gulf of Mexico oil and gas assets. See also “Energy Segment” for more details about the asset sale.

 

   

The Infrastructure Business Division pursues with the large scale projects and businesses in the field of infrastructures mainly related to the power generations, water treatment, transportation and natural resources, and energy (Oil & Gas) in cooperation with Head Office. This division has subsidiaries such as a wind power generation company in Texas, U.S. A. and a water treatment company in Mexico. The division engages also in providing newly built vessels to major oil and shipping companies and in aircraft leasing business for regional airlines and provides sophisticated, high value added logistics services through Tri-Net Logistics Management Inc., leveraging its longstanding experience in such field, while engaging in transportation and logistics related business in America.

 

   

The Motor Vehicles Division engages in the businesses of motor vehicles and construction and industrial machinery. Specifically, this division invests in areas closely relating to downstream dealer and logistics businesses, focusing on taking part in the planning of various kinds of business connected to the distribution processes of goods.

 

   

The Chemicals Division is engaged in the business and trade of various chemical products such as plastic materials, compound resin and its final products, food and feed additives, chemical fertilizer, pesticide, and gas chemical and petrochemical products. Novus International, Inc., a feed additive manufacturing subsidiary, produces and sells amino acids. In addition, Intercontinental Terminal Company LLC is engaged in the chemical tank terminal operation. SunWize Technologies, Inc. engages in sales and installation of solar power systems and modules.

 

   

The Foods, Consumer Service & IT Business Division deals with grain, coffee, foods materials, other foods products, and real estate. This division has a subsidiary, United Grain Corp., which invests in United Harvest, LLC, a joint venture with CHS Inc. for export facility operations for wheat and other grains, and also has a 20% minority interest in WILSEY FOODS, INC. See also “Foods & Retail Segment” for business collaboration with CHS Inc. Additionally, Mitsui Foods Inc. is specialized in the import food distribution business. As to the real estate business, MBK Real Estate LLC handles the development and sale of unit houses and leasing of senior housing properties in the states of California and Washington. CornerStone Research & Development, Inc. focuses on manufacturing service of supplements.

 

   

The Financial Markets Division had engaged in financial equity investments including principal investment and venture capital operation, but in October 2009 transferred its entire operation except

 

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AFC LLC (United States) to the Logistic & Financial Markets Segment due to the increased importance of global unified investment operation. AFC LLC was established by Mitsui U.S.A. after it acquired in September 2007 Affiliated Financial Corporation and BayQuest Capital Corporation, both of which provided automotive related financing services throughout the United States, and merged them into AFC LLC.

Europe, the Middle East and Africa Segment

The Europe, the Middle East and Africa Segment is engaged in sales and intermediary service of various commodities and conducts related businesses led by overseas trading subsidiaries in Europe, the Middle East, Africa and CIS countries. Effective April 2007, the Europe, the Middle East and Africa Business Unit was formed by reorganizing the former Europe Business Unit in order to cover the businesses in these regions.

Gross profit and net loss attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥16.7 billion or 2.4% and minus ¥3.8 billion or minus 2.5% of our consolidated totals, respectively.

As of March 31, 2010, this segment consisted of 12 trading subsidiaries, including Mitsui & Co. Europe Holdings PLC (United Kingdom), Mitsui & Co. Europe PLC (United Kingdom), Mitsui & Co. Deutschland GmbH (Germany), Mitsui & Co. Benelux S.A./N.V. (Belgium), Mitsui & Co. France S.A.S. (France), Mitsui & Co. Italia S.p.A. (Italy), Mitsui & Co., Middle East Ltd. (United Arab Emirates), 7 subsidiaries including Palloy MTD B.V. (Netherlands) and MBK Real Estate Europe Limited (United Kingdom), and 5 associated companies.

Mitsui & Co. Europe PLC, our wholly-owned subsidiary with its head office in London, manages the overall business activities in Europe, the Middle East, Africa and CIS countries through 12 overseas trading subsidiaries and other branch offices and liaison offices. Mitsui & Co. Europe PLC collaborates with our subsidiaries and associated companies of other operating segments.

Recently, the major parts of business in this segment have been sales and intermediary service of steel products, chemicals and machinery. For example, this segment provided assistance services for SCM of steel products procured by Statoil ASA. In the chemical business, this segment has been engaged in sales and intermediary service of various chemical products and materials supported by our global network and relationship with large scale manufacturers including Bayer Aktiengesellschaft.

Over the years, in Central and Eastern Europe, Mitsui has established trading subsidiaries and representative offices to expand business opportunities in the region, and have continuously participated in joint ventures, mainly with Japanese manufacturers. In connection with the enlargement of European Union, Japanese automobile, electric and chemical manufacturers are rushing to set up operations in the region. This segment is collaborating with them by taking advantage of our existing business bases.

In April 2008, MBK Real Estate Europe Limited was transferred to this segment from the Consumer Service Business Unit. This segment also had a 40% voting share in Mitsui Automotive Europe B.V. (Netherlands), a subsidiary of the Motor Vehicle Business Unit. In January 2010, the Motor Vehicle Business Unit, together with this segment, wound up Mitsui Automotive Europe B.V. taking into consideration the low growth under the matured automotive market in Europe.

In the Middle East we have established trading subsidiaries Mitsui & Co., Middle East Ltd. (United Arab Emirates), Mitsui and Co. (Middle East) B.S.C.(c) (Bahrain), Mitsui and Co., Iran Ltd. (Iran) and Mitsui and Co. Kuwait W.L.L. (Kuwait). Mitsui & Co., Middle East Ltd. owns offices in United Arab Emirates, Qatar and Oman. Mitsui has several representative offices in the Middle East countries including Saudi Arabia. These trading subsidiaries and offices in the Middle East collaborate with the Head Office primarily in the field energy development and production and projects of petrochemical plants and power plants.

 

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Asia Pacific Segment

The Asia Pacific Segment is engaged in sales and intermediary service of various commodities and conducts related businesses led by overseas trading subsidiaries in Asia and Oceania countries. Effective April 2007, the Asia Pacific Business Unit was formed by reorganizing the former Asia Business Unit and consolidating subsidiaries in Oceania region.

Gross profit and net income attributable to Mitsui & Co., Ltd. for this segment for the year ended March 31, 2010 were ¥27.9 billion or 4.0% and ¥25.7 billion or 17.2% of our consolidated totals, respectively.

As of March 31, 2010, this segment consisted of 19 trading subsidiaries, including Mitsui & Co. (Asia Pacific) Pte. Ltd. (Singapore), Mitsui & Co. (Hong Kong) Ltd. (Hong Kong, China), Mitsui & Co. (China) Ltd. (China), Mitsui & Co. (Shanghai) Ltd. (China), Mitsui & Co. (Taiwan) Ltd. (Taiwan), Mitsui & Co. Korea Ltd. (Republic of Korea), Mitsui & Co. (Thailand) Ltd. (Thailand), Mitsiam International Ltd. (Thailand), Mitsui & Co. (Australia) Ltd. (Australia), 4 subsidiaries including Mitsui Water Holdings (Thailand) Ltd. (Thailand), and 7 associated companies.

China

China joined the WTO in 2001 and enjoyed double-digit growth in gross domestic product from 2003 to 2007. Though the growth speed slowed down to some extent due to the financial turmoil, the growth rates in 2008 and 2009 still remained high at 9.6% and 8.7%, respectively, and Chinese economy has gaining greater influence on the world economy.

We have been increasing our operations in, and shifting corporate resources to, Greater China, which includes mainland China and Hong Kong, in order to expand and strengthen our business operations in key industries in China such as steel products, chemicals, mineral and metal resources, foods and retail, IT, and transportation and logistics.

Our presence in China as of March 31, 2010 is comprised of eight local trading subsidiaries, all of which have been permitted to conduct import and export and wholesale trade domestically within China. Those trading subsidiaries include Mitsui & Co., (China) Ltd., an investing company in Beijing, Mitsui & Co. (Shanghai) Ltd., which is located in China’s bonded area, and Mitsui & Co. (Hong Kong) Ltd. In addition, we have established representative offices of Mitsui and branches and offices of local trading subsidiaries in twelve cities in China.

Mitsui & Co., (China) Ltd. has made investments jointly with the business units of the Head Office in critical joint ventures in key industries in China such as steel products, mineral and metal resources, and foods.

ASEAN Region

In the ASEAN region, trading subsidiaries including Mitsui & Co. (Asia Pacific) Pte. Ltd., Mitsui & Co., (Thailand) Ltd., Mitsiam International Ltd. (Thailand) and PT Mitsui Indonesia (Indonesia), subsidiaries and associated companies jointly collaborate with the Head Office and engage in various business activities involving, among other things, chemical and metal products and industrial type projects. Trading subsidiaries also establish various subsidiaries and participate in joint ventures formed with the third parties. As a representative example, Mitsui & Co., (Asia Pacific) Pte. Ltd. owns a 26% interest in Thai Tap Water Supply Public Company Limited (Thailand) through Mitsui Water Holdings (Thailand) Ltd., to supply tap water to the provincial authorities near Bangkok, Thailand under long-term water supply agreements.

In April 2007, Mitsui & Co. Vietnam Ltd. was established and started operations. Mitsui & Co. (Asia Pacific) Pte. Ltd. started operations undertaking all the businesses with the relevant assets, liabilities, contracts and employees from the Singapore branch of Mitsui & Co., Ltd in April 2007.

 

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Southwest Asia

Our operations in India were traditionally handled by branch offices in New Delhi, Calcutta, Madras and Bombay and were concentrated primarily in exporting commodities, such as iron ore and textiles, to Japan and other areas of the world. However, with the increasing deregulation of the Indian economy, we are currently engaged in not only import and export-related transactions but also domestic distribution through Mitsui & Co., India Pvt. Ltd. Furthermore, we are pursuing investment opportunities in domestic distribution channels.

Oceania

In Australia, Mitsui & Co. (Australia) Ltd. is active in the development of minerals such as iron ore and coal, energy and agricultural exports in collaboration with corresponding operating segments, mainly in the Head Office. As described in the Mineral & Metal Resources Segment and the Energy Segment above, Australia is a critical geographic area in our corporate strategy. Mitsui & Co. (Australia) Ltd. participates in Mitsui Iron Ore Development Pty. Ltd. and Mitsui Coal Holdings Pty. Ltd. with equity shares of 20% and 30%, respectively.

All Other Segment

The operations of the All Other Segment include financing services, office services and other services to external customers, and/or to us and associated companies.

Gross profit and net income for this segment for the year ended March 31, 2010 were ¥0.5 billion or 0.1% and ¥1.5 billion or 1.0% of our consolidated totals, respectively.

The All Other Segment has 11 subsidiaries, including Mitsui Bussan Trade Services Ltd. (Japan), Mitsui Bussan Financial Management Ltd. (Japan), Mitsui & Co. Financial Services Ltd. (Japan), Mitsui & Co. Financial Services (Asia) Ltd. (Singapore), Mitsui & Co. Financial Services (Europe) B.V. (Netherlands) and Mitsui & Co. Financial Service (U.S.A.) Inc. (United States). The activities of major subsidiaries in this segment are as follows:

 

   

Mitsui & Co. Financial Services Ltd. is engaged in financial services such as commercial loan and cash management services, mainly provided to the wholly-owned domestic subsidiaries.

 

   

Mitsui & Co. Financial Services (Asia) Ltd., Mitsui & Co. Financial Services (Europe) B.V. and Mitsui & Co. Financial Service (U.S.A.) Inc. are engaged in-house financial services to wholly owned subsidiaries in Asia, Europe and Americas, respectively.

 

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Principal Markets

We are involved in the worldwide trading of various commodities. See “Item 5. A. Operating Results—Revenues” for further details of our revenues by commodity type for the years ended March 31, 2010, 2009 and 2008.

 

     In Billions of Yen
     Years Ended March 31,
     2010    2009    2008

Revenues

        

Distribution by Commodity:

        

Iron and Steel

   ¥ 623.5    ¥ 865.6    ¥ 801.3

Non-Ferrous Metals

     118.1      197.5      79.7

Machinery

     291.1      394.2      478.2

Electronics & Information

     94.2      132.3      180.8

Chemicals

     1,117.9      1,414.9      1,318.6

Energy

     1,134.1      1,692.0      1,999.0

Foods

     536.3      611.2      572.6

Textiles

     26.6      26.7      37.8

General Merchandise

     13.6      19.4      40.5

Property and Service Business

     141.0      151.0      206.6
                    

Consolidated Total

   ¥ 4,096.4    ¥ 5,504.8    ¥ 5,715.1
                    

The following table shows our revenues in each of our major markets for the years ended March 31, 2010, 2009 and 2008.(1)(2)(3)

 

     In Billions of Yen
     Years Ended March 31,
     2010    2009    2008

Japan

   ¥ 2,329.5    ¥ 2,915.9    ¥ 3,181.5

United States

     821.3      1,250.2      1,408.1

Australia

     289.4      401.9      229.9

All Other

     656.2      936.8      895.6
                    

Consolidated Total

   ¥ 4,096.4    ¥ 5,504.8    ¥ 5,715.1
                    

 

Notes:

(1) Revenues are attributed to countries based on the location of sellers.
(2) The Company changed the information from total trading transactions to revenues. Certain costs related to revenues presented net in accordance with ASC605-45, “Revenue Recognition—Principal Agent Considerations”, are not attributable to countries based on the location of customers. Therefore the Company provided total trading transaction attributed to countries based on the location of customers instead of revenues in previous year. In accordance with this change, the figures for the year ended March 31, 2009 and 2008 have been changed to conform to the current year presentation.
(3) The figures relating to discontinued operations are eliminated from each geographic area amount and “Consolidated Total.”

 

C. Organizational Structure.

We are a global general trading company and we conduct our business with our subsidiaries and associated companies. As of March 31, 2010, we had 292 subsidiaries and 169 associated companies that are accounted for by the equity method.

 

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The table below provides information on our significant subsidiaries as of March 31, 2010. We have supplementarily provided voting power where it differs from ownership interest.

 

Operating Segment

  

Company

   Country of
Incorporation
 

Principal Business

   Ownership
Interest
(%)
   Voting
Power
(%)
Iron & Steel Products    Mitsui & Co. Steel Ltd.    Japan   Domestic sales, export, import of steel products for construction and other steel products    100.0   
   MITSUI BUSSAN KOZAI HANBAI CO., LTD.    Japan   Wholesale of steel products    89.1   
   MBK Steel Products West Co., Ltd.    Japan   Wholesale of steel products    100.0   
   Seikei Steel Tube Corp.    Japan   Manufacture and sales of steel tube    51.0   
   Regency Steel Asia Pte Ltd.    Singapore   Wholesale and retail of steel products    92.5   
   Bangkok Coil Center Co., Ltd.    Thailand   Steel processing    95.4    98.9
                       
                         
Mineral & Metal Resources    Mitsui Iron Ore Development Pty. Ltd.    Australia   Mining and sales of Australian iron ore    100.0   
   Mitsui-Itochu Iron Pty. Ltd.    Australia   Mining and sales of Australian iron ore    70.0   
   Japan Collahuasi Resources B.V.    Netherlands   Investments in a copper mine in Chile    61.9   
   Mitsui Raw Materials Development Pty. Limited    Australia   Investment in Sims Metal Management Limited, a scrap metal recycler    100.0   
   MITSUI BUSSAN METALS CO., LTD.    Japan   Sales and trading of scrap, ferroalloys and non-ferrous material products    100.0   
                       
                         
Machinery & Infrastructure Projects    MBK Project Holdings Ltd.    Japan   Investments in manufacturers of plant-related materials and equipment    100.0   
   Mitsui & Co. Plant Systems, Ltd.    Japan   Sales of various plants, electric power facilities and transportations    100.0   
   Mitsui Power Ventures Limited    United Kingdom   Investments in power generation business    100.0   
   MIT POWER CANADA LP INC.    Canada   Investment in Greenfield Power Generation Project in Ontario    100.0   
   Mitsui Rail Capital Holdings, Inc.    United States   Freightcar leasing and management in North America    100.0   
   Mitsui Rail Capital Europe B.V.    Netherlands   Locomotive leasing and management in Europe    100.0   
   Mitsui Rail Capital Participacoes Ltda.    Brazil   Freightcar leasing and management in Brazil    100.0   
   MITSUI GAS E ENERGIA DO BRASIL LTDA.    Brazil   Investments in gas distribution companies    100.0   
   Cactus Energy Investment B.V.    Netherlands   Investment in an LNG terminal in Mexico    100.0   
   Mit Investment Manzanillo B.V.    Netherlands   Investment in an LNG terminal in Mexico    100.0   
   Drillship Investment B.V.    Netherlands   Investment in deepwater drilling service business    100.0   
   Atlatec Holdings, S.A. de C.V.    Mexico   Designing, building and operation of water treatment plants    88.4    85.0

 

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Operating Segment

  

Company

   Country of
Incorporation
 

Principal Business

   Ownership
Interest
(%)
   Voting
Power
(%)
   Toyota Chile S.A.    Chile   Import and sales of automobiles and auto parts in Chile    100.0   
   TF USA Inc.    United States   Investment in auto parts logistics business    100.0   
   Mitsui Automotive Europe B.V.    Netherlands   Investments in automotive-related companies and trading of automobiles    100.0   
   Mitsui Automotive CIS Investment B.V.    Netherlands   Investments in automotive-related companies in Russia    100.0   
   PT. Bussan Auto Finance    Indonesia   Motorcycle retail finance    90.0   
   Bussan Automotive Singapore Pte. Ltd.    Singapore   Investment in motorcycle manufacture and retail finance business in India    100.0   
   Mitsiam Motors Co., Ltd.    Thailand   Sales of trucks and buses    74.4    99.0
   Komatsu-Mitsui Maquinarias Peru S.A.    Peru   Sales of construction and mining equipment    60.0   
   Lepta Shipping Co., Ltd.    Liberia   Shipping business    100.0   
   Clio Marine Inc.    Liberia   Shipping business    100.0   
   Orient Marine Co., Ltd.    Japan   Shipping business    100.0   
   Mitsui Bussan Aerospace Co., Ltd.    Japan   Import and sales of helicopters and defense and aerospace products    100.0   
                       
                         
Chemical    Japan-Arabia Methanol Company Ltd.    Japan   Investment in methanol producing business in Saudi Arabia and sales of products    55.0   
   Shark Bay Salt Pty. Ltd.    Australia   Production of salt    100.0   
   DAIICHI TANKER CO., LTD.    Japan   Operation of chemical tankers    100.0   
   P.T. Kaltim Pasifik Amoniak    Indonesia   Production and sales of anhydrous ammonia    75.0   
   Mitsui AgriScience International SA/NV    Belgium   Investments in crop protection businesses in Europe    100.0   
   Mitsui Bussan Agro Business Co., Ltd.    Japan   Development and sales of fertilizers and agricultural products    100.0   
   Mitsui Bussan Chemicals Co., Ltd.    Japan   Sales and trading of solvents and coating materials    100.0   
   Mitsui Bussan Plastics Trade Co., Ltd.    Japan   Sales of plastics and chemicals    100.0   
   Daito Chemical Industries, Ltd.    Japan   Production and sales of industrial chemicals    70.0   
   Mitsui Bussan Frontier Co., Ltd.    Japan   Export of electronics devices and management of SCM businesses    100.0   
                       
                         
Energy    Mitsui E&P Australia Pty Limited    Australia   Exploration, development and production of oil and natural gas    100.0   
   Mitsui E&P Middle East B.V.    Netherlands   Exploration, development and production of oil and natural gas in Oman    88.1    100.0
   Mitsui Oil Exploration Co., Ltd.    Japan   Exploration, development and production of oil and natural gas    70.3    69.9
   MitEnergy Upstream LLC    United States   Exploration, development and production of oil and natural gas    91.1    100.0

 

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Table of Contents

Operating Segment

  

Company

   Country of
Incorporation
 

Principal Business

   Ownership
Interest
(%)
   Voting
Power
(%)
   Mitsui E&P USA LLC    United States   Exploration, development and production of oil and gas    88.1    100.0
   Mitsui Gas Development Qatar B.V.    Netherlands   Development and production of natural gas and condensate    100.0   
   Mitsui Sakhalin Holdings B.V.    Netherlands   Investments in Sakhalin Energy Investment Company Ltd.    100.0   
   Mitsui Coal Holdings Pty. Ltd.    Australia   Investments in Australian coal business    100.0   
   Mitsui & Co. Uranium Australia Pty. Ltd.    Australia   Investments in uranium mining business    100.0   
   Mitsui Oil (Asia) Hong Kong Limited    Hong Kong,
China
  Physical and derivatives trading of oil and petroleum products    100.0   
   Mitsui Oil Co., Ltd.    Japan   Sales of petroleum products in Japan    89.9   
   Mitsui Marubeni Liquefied Gas Co., Ltd.    Japan   Sales of liquefied petroleum gas in Japan    60.0   
                       
                         
Foods & Retail    Mitsui Norin Co., Ltd.    Japan   Manufacture and sales of food products    54.5    87.6
   PRI Foods Co., Ltd.    Japan   Production, processing and sales of broilers    62.7    62.0
   San-ei Sucrochemical Co., Ltd.    Japan   Manufacture and sales of sugars, pharmaceuticals, feedstuffs and other products    69.8    65.0
   MITSUI FOODS CO., LTD.    Japan   Wholesale of foods and beverages    99.9   
   Toho Bussan Kaisha, Ltd.    Japan   Import and sales of agricultural and marine products    96.3   
   VENDOR SERVICE CO., LTD.    Japan   Procurement and demand chain planning and management of food materials    100.0   
   Bussan Logistics Solutions Co., Ltd.    Japan   Operation and management of logistics centers    100.0   
   WILSEY FOODS, INC.    United States   Investments in processed oil food company    90.0   
   Mitsui Alimentos Ltda.    Brazil   Export of coffee beans and domestic sales of roasted coffee    100.0   
   MCM Foods Holdings Limited    United Kingdom   Investments in canned foods and sushi sales businesses    100.0   
                       
                         
Consumer Service & IT    Mitsui Bussan Inter-Fashion Ltd.    Japan   Planning and management of production and distribution of apparel    100.0   
   BUSSAN REAL ESTATE CO., LTD.    Japan   Real estate sales, leasing and management    100.0   
   ShopNet Co., Ltd.    British Virgin
Islands
  TV shopping in Taiwan    84.9   
   Mitsui Knowledge Industry Co., Ltd.    Japan   Planning, development and sales of information and communication systems    58.5    58.4
   J-SCube Inc.    Japan   Outsourcing services for data entry and other back-office tasks    100.0   

 

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Operating Segment

  

Company

   Country of
Incorporation
 

Principal Business

   Ownership
Interest
(%)
   Voting
Power
(%)
   Mitsui Electronics Inc.    Japan   Sales of electronics device and equipment    100.0   
   MBK Distribuidora de Produtos Eletronicos Ltda.    Brazil   Sales of office equipment    100.0   
                       
                         
Logistics & Financial Markets    Mitsui & Co. Energy Risk Management Ltd.    United Kingdom   Trading of energy derivatives    100.0   
   Mitsui & Co. Precious Metals, Inc.    United States   Trading of precious metals    100.0   
   Mitsui Bussan Precious Metals (Hong Kong) Limited    Hong Kong,
China
  Trading of precious metals    100.0   
   Mitsui Bussan Commodities Ltd.    United Kingdom   Trading of non-ferrous metals    100.0   
   Mitsui & Co., Principal Investments Ltd.    Japan   Investment in private equity    100.0   
   MVC Corporation    Japan   Investment in venture businesses    100.0   
   Trinet Logistics Co., Ltd.    Japan   Domestic Warehousing Business    99.9   
   Mitsuibussan Insurance Co., Ltd.    Japan   Non life and life insurance agency services    100.0   
   TRI-NET (JAPAN) INC.    Japan   International integrated transportation services    100.0   
   TRI-NET LOGISTICS (ASIA) PTE LTD    Singapore   International integrated transportation services    100.0   
   Tokyo International Air Cargo Terminal Ltd.    Japan   Operation of air cargo terminal at Tokyo International Airport    100.0   
                       
                         
Americas    Mitsui & Co. (U.S.A.), Inc.    United States   Trading    100.0   
   Mitsui & Co. (Canada) Ltd.    Canada   Trading    100.0   
  

Mitsui & Co. (Brasil) S.A.

   Brazil   Trading    100.0   
   Steel Technologies Inc.    United States   Steel processing    100.0   
   Champions Pipe & Supply, Inc.    United States   Sales of OCTG (steel pipe for oil & gas production) and other steel products for energy industry    100.0   
   Mit Wind Power Inc.    United States   Investment in wind power generation company    100.0   
   Mitsui Automotriz S.A.    Peru   Retail sales of automobiles and auto parts    100.0   
   Road Machinery, LLC    United States   Sales of construction and mining equipment    100.0   
   Ellison Technologies Inc.    United States   Sales of machine tools    88.8   
   Intercontinental Terminals Company LLC    United States   Chemical tank leasing    100.0   
   Novus International, Inc.    United States   Manufacture and sales of feed additives    65.0   
   CornerStone Research & Development, Inc.    United States   Processing and packaging of healthcare foods and supplements    100.0   
   SunWize Technologies, Inc.    United States   Sales and installation of photovoltaic systems    100.0   
   Fertilizantes Mitsui S.A. Industria e Comercio    Brazil   Production and sales of fertilizers    100.0   
   Westport Petroleum, Inc.    United States   International trading of petroleum products and crude oil    100.0   
   United Grain Corp.    United States   Grain merchandising    100.0   
   Mitsui Foods, Inc.    United States   Trading of canned foods, juice ingredient and coffee; manufacturing and sales of frozen foods    100.0   

 

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Operating Segment

  

Company

   Country of
Incorporation
 

Principal Business

   Ownership
Interest
(%)
   Voting
Power
(%)
   MBK Real Estate LLC    United States   Real estate-related business    100.0   
   AFC HoldCo, LLC    United States   Investment in auto finance companies    87.5   
                       
                         
Europe, the Middle East and Africa    Mitsui & Co. Europe Holdings PLC    United Kingdom   Management of business in Europe, the Middle East and Africa    100.0   
   Mitsui & Co. Europe PLC    United Kingdom   Trading    100.0   
   Mitsui & Co. Deutschland GmbH    Germany   Trading    100.0   
   Mitsui & Co. Benelux S.A./N.V.    Belgium   Trading    100.0   
   Mitsui & Co. France S.A.S.    France   Trading    100.0   
   Mitsui & Co. Italia S.p.A.    Italy   Trading    100.0   
   Mitsui & Co., Middle East Ltd.    United Arab
Emirates
  Trading    100.0   
   Plalloy MTD B.V.    Netherlands   Compounding of plastic raw materials    60.0   
   MBK Real Estate Europe Limited    United Kingdom   Real estate-related business    100.0   
                       
                         

Asia Pacific

   Mitsui & Co. (Asia Pacific) Pte. Ltd.    Singapore   Trading    100.0   
   Mitsui & Co. (Hong Kong) Ltd.    Hong Kong,
China
  Trading    100.0   
   Mitsui & Co. (China) Ltd.    China   Trading    100.0   
   Mitsui & Co. (Shanghai) Ltd.    China   Trading    100.0   
   Mitsui & Co. (Taiwan) Ltd.    Taiwan   Trading    100.0   
   Mitsui & Co. Korea Ltd.    Republic of
Korea
  Trading    100.0   
   Mitsui & Co. (Thailand) Ltd.    Thailand   Trading    100.0   
   Mitsiam International Ltd.    Thailand   Trading    51.2    55.0
   Mitsui & Co. (Australia) Ltd.    Australia   Trading    100.0   
   Mitsui Water Holdings (Thailand) Ltd.    Thailand   Investment in water supply business    100.0   
                       
                         

All Other

   Mitsui Bussan Trade Services Ltd.    Japan   Provision of logistics-related services to Mitsui and its subsidiaries    100.0   
   Mitsui Bussan Financial Management Ltd.    Japan   Provision of accounting and treasury-related services to Mitsui    100.0   
   Mitsui & Co. Financial Services Ltd.    Japan   Financing services within the Group    100.0   
   Mitsui & Co. Financial Services (Asia) Ltd.    Singapore   Financing services within the Group    100.0   
   Mitsui & Co. Financial Services (Europe) B.V.    Netherlands   Financing services within the Group    100.0   
   Mitsui & Co. Financial Services (U.S.A.) Inc.    United States   Financing services within the Group    100.0   

 

(1) TF USA INC. was merged with Mitsui Automotive North America Inc. in March 2010. TF USA INC. was a subsidiary of Mitsui Automotive North America Inc. before the merger.
(2) Mitsui Bussan Chemical Co., Ltd. changed its name from Mitsui Bussan Solvent & Coating Co., Ltd. in April 2009 upon its merger with Bussan Chemicals Co., Ltd.
(3) Mitsui & Co. Energy Risk Management Ltd. changed its name to Mitsui & Co. Commodity Risk Management Ltd. in April 2010.
(4) Tri-Net Logistics Co., Ltd. was merged with Mitsui Bussan Logistics Holdings Ltd. in March 2010. Tri-Net Logistics Co., Ltd. was a subsidiary of Mitsui Bussan Logistics Holdings Ltd. before the merger.

 

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Table of Contents
D. Property, Plants and Equipment.

The following table provides a list of our principal property, plants and equipment as of March 31, 2010.

(Sft: Square feet, MT: Metric Ton)

 

Property, Plant and Equipment Description
(Holder or Lessee Other than Mitsui)

 

Location

  Size or Annual
Production
Capacity
 

Use of property

In Japan:

       

Mitsuibussan Building

  Tokyo   1,321,572   Sft   Office use (Corporate Headquarters)

Osaka Mitsuibussan Building

  Osaka   450,306   Sft   Office use

Nagoya Mitsuibussan Building

  Nagoya   152,067   Sft   Office use

Hibiya Central Building

  Tokyo   504,419   Sft   Office building for lease

Bussan Building Annex

  Tokyo   204,275   Sft   Office building for lease

Human Resource Development Center

  Shizuoka   83,863   Sft   Training facility

Land and equipment (Mitsui & Co. Steel Ltd.)

  Yokohama   197,324   Sft   Steel processing factory

Land and equipment (Seikei Steel Tube Corp.)

  Tochigi   195,290   Sft   Steel processing factory

Land and equipment (Mitsui Marubeni Liquefied Gas Co., Ltd.)

  Ishikawa   881,790   Sft   Liquefied petroleum gas terminal

Land (MITSUI FOODS CO., LTD.)

  Saitama   71,171   Sft   Distribution center

Land and equipment (PRI Foods Co., Ltd.)

  Aomori   305,512   Sft   Broiler processing factory

Land and equipment (Mitsui Norin Co., Ltd.)

  Yamanashi   339,871   Sft   Tea leaf processing factory

Land and equipment (San-ei Sucrochemical Co., Ltd.)

  Aichi   817,433   Sft   Dextrose manufacturing factory

Wakamatsu Building & Shinsuna Bayside Building (Bussan Real Estate Co., Ltd.)

  Tokyo   172,406   Sft   Office building for lease

Higashi Nakano Office Building (Mitsui Knowledge Industry Co., Ltd.)

  Tokyo   36,317   Sft   Office use

Land (Trinet Logistics Co., Ltd.)

  Chiba   649,753   Sft   Logistics center

Overseas:

       

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

  United States   195,227   Sft   Office space leased from others

Office building (Mitsui & Co. Europe PLC)

  United Kingdom   64,369   Sft   Office use

Equipment (Mitsui Iron Ore Development Pty. Ltd.)

  Australia(1)   26,243,000   Mt   Mining equipment for iron ore

Equipment (Mitsui-Itochu Iron Pty. Ltd.)

  Australia(1)   2,532,000   Mt   Mining equipment for iron ore

Land and plants (P.T. Kaltim Pasifik Amoniak)

  Indonesia   579,397   Sft   Ammonia manufacturing plant

Equipment (Mitsui Coal Holdings Pty. Ltd.)

  Australia(1)   6,870,000   Mt   Mining equipment for coal

Land and equipment (Steel Technologies Inc.)

  United States   228,901   Sft   Steel processing factory

Chemical tank yard (Intercontinental Terminals Company LLC)

  United States   11,495,355   Sft   Chemical tank

Senior service apartment (MBK Real Estate, Ltd.)

  United States   146,628   Sft   Leasing asset

Land and plants (Novus International, Inc.)

  United States   658,187   Sft   Methionine production facility

Office building (MBK Real Estate Europe Limited)

  United Kingdom   75,486   Sft   Office building for lease

 

(1) Information on our mining activities related to Mitsui Iron Ore Development Pty. Ltd., Mitsui-Itochu Iron Pty. Ltd. and Mitsui Coal Holdings Pty. Ltd. that are located in Australia is shown in “Mineral & Metal Resources Segment” and “Energy Segment” of “Item 4.B. Business Overview” and “Mining Activities” below.

 

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In addition to the above, our major assets leased to others as of March 31, 2010 were as below:

 

   

Some companies, including Clio Marine Inc., Lepta Shipping Co., Ltd. and LPG Transport Service Ltd. (Bermuda), own ocean vessels leased to foreign and domestic shipping companies whose combined book value amounts to ¥36 billion; and

 

   

Some companies, including Mitsui Rail Capital Holdings Inc. and Mitsui Rail Capital Europe B.V., own rolling stock mainly leased to railway companies in the United States and European countries amounting to ¥74 billion as book value.

For information on oil and gas producing activities, see “Supplementary Information on Oil and Gas Producing Activities (Unaudited)” to the consolidated financial statements included elsewhere in this annual report.

A portion of the land, buildings and equipment owned by us is subject to mortgages or other liens. As of March 31, 2010, the aggregate amount of such mortgages or other liens was ¥24 billion. We know of no material defect in our title to any of the properties or of no material adverse claim with respect to them, either pending or contemplated.

We consider our offices and other facilities to be well maintained and believe that our plant capacity is adequate for our current requirements. For the information on plans to construct, expand or improve facilities, in particular those related to mineral resource projects and oil and gas projects, see relevant descriptions in “Item 4.A. History and Development of the Company—Capital Expenditures,” “Mineral & Metal Resources Segment” and “Energy Segment” of “Item 4.B. Business Overview” and “Mining Activities” below in this section.

We do not believe there are any material environmental issues that would affect the utilization of our assets.

 

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Mining Activities

Information regarding our mining activities is provided below.

IRON ORE

Name of Joint Venture

Entity by which Mitsui Participates in the Mining Activity and its Ownership Interest

Area of Mining Operation (Region, State, Country)

 

Name of Mines(1)

 

Location

 

Type of
Mineral
Resources(2)

 

Fe Basis

(%)

 

Means of Access
to the Property

 

Title/Lease

 

Type of
Mine

 

Power Source

Robe River Iron Associates

       

Mitsui Iron Ore Development Pty. Ltd. (33%)

       

Pilbara Region, Western Australia, Australia

       
Mesa J(3)   Robe Valley, south of the town of Pannawonica  

Pisolite

 

57.3

  Railway and port (owned by Robe River Iron Associates and operated by Pilbara Iron Pty Ltd.)   Agreements for life of mine with Government of Western Australia   Open pit   Supplied through the integrated Hamersley and Robe power network operated by Pilbara Iron

West Angelas(3)

  Approximately 100 km west of the town of Newman   Marra Mamba   61.8   Same as above   Same as above   Open pit   Same as above

Name of Mines(2)

 

Location

 

Type of
Mineral
Resources(3)

 

Fe Basis

(%)

 

Means of Access
to the Property

 

Title/Lease

 

Type of
Mine

 

Power Source

Mt Newman Joint Venture

     

Mitsui Itochu Iron Pty. Ltd. (10%) (Mitsui share of Mitsui Itochu Iron Pty. Ltd. is 70%)

Pilbara Region, Western Australia, Australia

     

Mt. Whaleback

  Near the town of Newman, 426 km south of Port Hedland  

Brockman

Marra Mamba

 

Brockman(63.0),

Marra Mamba(61.9)

  Railway (owned and operated by Mt Newman Joint Venture) and the Nelson Point shipping facilities at Port Hedland (owned and operated by Mt Newman Joint Venture)   Mineral lease under the Iron Ore (Mt.Newman) Agreement Act 1964, this expires in 2030 with the rights to successive renewals of 21years   Open cut   Sourced from Alinta Dewap’s Newman gas-fired power station via Company-owned powerlines under long-term contracts.

Yandi Joint Venture

   

Mitsui Iron Ore Development Pty. Ltd. (7%)

   

Pilbara Region, Western Australia, Australia

   
Marillana Creek   92 km north of Newman, 310 km south of Port Hedland   Channel Iron Deposit   57.2   Rail spur (owned by Yandi Joint Venture) connected to the main Newman/ Hedland line (owned and operated by Mt Newman Joint Venture) and the Nelson Point shipping facilities at Port Hedland (owned and operated by Mt.Newman Joint Venture)   Mining lease under the Iron Ore (Marillana Creek) Agreement Act 1991 expires in 2012 with renewal right to a further 42 years.   Open cut   Sourced from Alinta Dewap’s Newman gas-fired power station via Company-owned powerlines under long-term contracts.

 

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Name of Mines(2)

 

Location

 

Type of
Mineral
Resources(3)

 

Fe Basis
(%)

 

Means of Access
to the Property

 

Title/Lease

  Type of
Mine
 

Power Source

Mt Goldsworthy Joint Venture

   

Mitsui Iron Ore Development Pty. Ltd. (7%)

   

Pilbara Region, Western Australia, Australia

   

Northern

(Yarrie)

(Nimingarra)

  210 km east of Port Hedland   Nimingarra   60.0   Railway (owned and operated by Mt Goldsworthy Joint Venture) and the Nelson Point shipping facilities at Port Hedland (owned and operated by Mt Newman Joint Venture)  

Four mineral leases under the Iron Ore (Mt Goldsworthy) Agreement Act 1964 and the Iron Ore (Goldsworthy— Nimingarra) Agreement Act 1972, which have expiry dates between 2014 and 2028 with rights to successive renewals of 21 years.

A number of smaller mining leases granted under the Mining Act 1978 in 2005.

  Open cut   Power for Yarrie and Nimingarra is sourced via overhead powerlines from the Port Hedland gas-fired powered station operated by Alinta Dewap under long-term contracts.

Area C

  120 km northwest of Newman, 37 km southwest of Yandi  

Brockman

Marra Mamba

 

Brockman(62.0),

Marra Mamba(61.8)

  Rail spur (owned by Goldsworthy Joint Venture) connecting to the Yandi spur line (owned by Yandi Joint Venture) and then onto the main Newman/ Hedland line (owned and operated by Mt Newman Joint Venture) and the Finucane Island shipping facilities at Port Hedland (owned and operated by Goldsworthy Joint Venture)   Same as above   Open cut   Area C sources its power from the Newman gas-fired power station also operated by Alinta Dewap under long-term contracts.
(1) “Name of Mines” indicates the names of principal producing mines.
(2) “Channel Iron Deposit”, “Marra Mamba”, “Brockman” and “Nimingarra” refer to the types of iron ore that are found in the Pilbara region of Western Australia.
(3) The percentage figures of “Fe Basis” shows corresponding to Open cut.

 

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COAL

Name of Joint Venture or Investee

Entity by which Mitsui Participates in the Mining Activity and its Ownership Interest(2)

Area of Mining Operation (Region, State, Country)

 

Name of Mines(3)

 

Location

 

Type of
Resources

 

Means of Access
to the Property

 

Title/Lease

 

Type of
Mine

 

Power Source

BHP Mitsui Coal Pty. Ltd.

BHP Mitsui Coal Pty. Ltd.(1) (20%) 

Queensland, Australia

South Walker Creek  

In the Bowen Basin,

100 km south-west of Mackay

  Metallurgical coal and thermal coal   Railway (Queensland Rail) and port in Mackay   Leases have expiry dates between 2010 and 2020 and are renewable for such further periods as the Queensland Government allows.   Open cut   State owned grid

Poitrel

  Same as above   Same as above   Same as above   Same as above   Same as above   Same as above

Bengalla Joint Venture

   

Mitsui Coal Holdings Pty. Ltd. (10%) 

   

New South Wales, Australia

   

Bengalla

  4 km west of Muswellbrook in the Upper Hunter Valley   Thermal coal   Railway and port at Newcastle   Leases granted by State   Open pit   State owned grid

Kestrel Joint Venture

   

Mitsui Coal Holdings Pty. Ltd. (20%) 

   

Queensland, Australia

   

Kestrel

 

In the Bowen Basin,

300 km west of Rockhampton

  Metallurgical coal and thermal coal   Railway and port at Gladstone   Leases granted by State   Underground   State owned grid

Dawson Joint Venture

   

Mitsui Coal Holdings Pty. Ltd. (49%)

   

Queensland, Australia

   
Dawson (formerly “Moura”)  

In the Bowen Basin,

184 km south-west of Gladstone

  Metallurgical coal and thermal coal   Railway and port at Gladstone   Leases granted by State   Open pit   State owned grid

German Creek Joint Venture

   

Mitsui Coal Holdings Pty. Ltd. (30%) 

   

Queensland, Australia

   

German Creek

 

In the Bowen Basin,

240 km south-west of Mackay

  Metallurgical coal   Railway and port at Mackay   Leases granted by State   Open pit and underground   State owned grid

 

(1) “BHP Mitsui Coal Pty. Ltd.” indicates the name of the company established by BHP Billiton plc and Mitsui.
(2) BHP Mitsui Coal Pty. Ltd. is our associated company in which Mitsui has 20% interest. Mitsui Coal Holdings Pty. Ltd. is our subsidiary which owns interests in Bengalla Joint Venture, Kestrel Joint Venture, Dawson Joint Venture and German Creek Joint Venture.
(3) “Name of mines” indicates the names of principal producing mines.

 

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A brief history and the present condition of each of the above-mentioned mines, including the current state of development, if applicable, are provided below.

IRON ORE

Name of Joint Venture

Entity by which Mitsui Participates in the Mining Activity and its Ownership Interest

Area of Mining Operation (Region, State, Country)

 

 

 

Robe River Iron Associates

Mitsui Iron Ore Development Pty. Ltd. (33%)

Pilbara Region, Western Australia, Australia

 

Mesa J    The development of the Robe River project began in 1962(*) near Pannawonica. The Robe River project was commissioned and the first shipment was made in 1972. Iron ore reserves at the Mesa J production Base provide the cornerstone of Pannawonica’s sinter fines and lump output. Development of Mesa J began in 1992, and all mine administration, workshops, warehousing and other support facilities were integrated there in 1994. The mine produces Rove River fines and lump, which are pisolitic iron ore products. Process Plant 1 was commissioned in 1999 and Process Plant 2 in 2001. The plant processes clay-contaminated pisolite, sub-grade material which was once discarded, to reduce contaminants and retain on-specification ore. In December 2007, the joint venture decided to develop Mesa A / Warramboo mine which will have a full scale capacity of 25 million tons per annum by 2011 and started an initial production in the January to March 2010. The total capital cost will be estimated at US$901 million.
West Angelas    The development of West Angelas began in 1998. Mining of ore commenced in March 2002. The West Angelas deposits contain Marra Mamba type iron ore with higher iron content than Robe River’s Mesa J mine. The West Angelas operation is comprised of an open pit mine, a crushing and screening ore processing plant producing lump and sinter fines iron ore, as well as stockpiling, reclaiming and train-loading facilities. Further expansion of the West Angelas mine was completed in October 2005. This US$105 million project took the mine’s production capacity to 25 million tons per year. Robe River Iron Associates uses a dedicated rail system, operated by Pilbara Iron, to transport ore from its mines to the company’s deepwater port facilities at Cape Lambert. Also, a US$200 million rail expansion project to duplicate almost 100 kilometers of track and associated interconnection and infrastructure to increase the capacity of the Pilbara Iron main line was completed in the first quarter of 2006. A further expansion plan to increase port capacity at Cape Lambert from nameplate capacity of 55 to 80 million tones per year was completed in November 2008, ahead of time with the total capital cost of US$952 million. Detailed design and engineering work of the Cape Lambert port expansion are scheduled to be completed by the end of 2010.

 

(*) The Robe River project was originally started by Cleveland Cliffs Iron Company, an iron and steel producer in the United States. Since then, there were major changes in ownership before Rio Tinto took a 53% stake in Robe River Iron Associates in 2000.

 

 

 

Mt Newman Joint Venture

Mitsui Itochu Iron Pty. Ltd. (10%) (Mitsui share of Mitsui Itochu Iron Pty. Ltd. is 70%)

Pilbara Region, Western Australia, Australia

 

Mt. Whaleback   

The joint venture began production in 1969 at the Mt. Whaleback ore body. Today, production continues to be sourced from the major Mt. Whaleback ore body and is complemented by production from other ore bodies, namely Orebody 18, 23, 25, 29 and 30 and Jimblebar, which we are involved in through the Wheelarra arrangement with BHP Iron Ore (Jimblebar) Pty Ltd, Itochu Minerals & Energy Australia Pty Ltd, and 4 Chinese steel companies.

 

The facilities at Mt. Whaleback include primary and secondary crushing plants with a nominal capacity of 30 million tons of product per year, a heavy media beneficiation plant with an annual capacity of 8 million tons and a train-loading facility. An additional primary and secondary crushing plant is present at Orebody 25 with a nominal capacity of 10 million tons of product per year. A crusher and train-loading facility are also located at Orebody 18.

Yandi Joint Venture

Mitsui Iron Ore Development Pty. Ltd. (7%)

Pilbara Region, Western Australia, Australia

 

Marillana Creek    Development of the ore body began in 1991 and the project’s first shipment of iron ore was in 1992. Capacity was progressively expanded between 1994 and 2003 and the current capacity is 42 million tons per annum. Two processing plants and a primary crusher and overland conveyor are used to crush and screen the Yandi ore and deliver it to one of two train loading facilities.

 

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Mt Goldsworthy Joint Venture

Mitsui Iron Ore Development Pty. Ltd. (7%)

Pilbara Region, Western Australia, Australia

 

Northern

(Yarrie)

(Nimingarra)

   Operations originally commenced at the Mt Goldsworthy project in 1966 and the Shay Gap mine in 1973. The original mine closed in 1982 and the associated Shay Gap mine in 1993. Since then, mining has continued from the adjacent Nimingarra and Yarrie, 30 kilometers to the south-east. The primary crushers at Yarrie and Nimingarra, with a combined capacity of 8 million tons of products per year, have been placed into care and maintenance. Yarrie is currently using mobile in-pit crushing plant at a rate of 2 million tons of products per year. The ore is crushed and then railed to Port Hedland. Mining at the Nimingarra mine ceased in 2007 and has since continued from the adjacent Yarrie area.
Area C    In October 2003, the joint venture opened the new Area C mine located 120 kilometers north-west of Newman, which produces Brockman ore and Marra Mamba ore deposits, which are sold under the trademark MAC. An ore processing plant, primary crusher and overland conveyor are located at Area C with a capacity of 42 million tons of products per year. All production from the Mt Goldsworthy Northern (Yarrie and Nimingarra) is transported on a separate railway to Port Hedland. Ore from Area C is transported via a 39 kilometer new section of railway to the Yandi mine which then connects to the Newman main line to Port Hedland.
Development projects at joint ventures with BHP Billiton Ltd.    In March 2007, the joint ventures approved the Rapid Growth Project 4 (RGP4) to increase annual production capacity to 155 million to per annum (100 percent share). Construction of RGP4 was completed and started an initial production in 2009. And currently ramp up is progressing . The expansion includes development of a new crushing and screening plant, as well as additional stockyard, car dumping and train loading facilities at Mt. Whaleback. Furthermore, in November 2008, the joint ventures approved the Rapid Growth Project 5 (RGP5) with a total capital investment of US$5.6 billion. RGP5 will increase installed capacity by 50 million tons to 205 million tons per annum (100 percent share). RGP5 is expected to deliver first production in the second half of 2011. The majority of production growth will come from the Yandi and Mining Area C operations. RGP5 will also deliver significant infrastructure upgrades including additional shipping berths at the Port Hedland inner harbour (Finucane Island), substantial double tracking of the rail system and additional crushing, screening and stockpiling facilities at Yandi. In January 2010, the joint ventures approved for US$1.93 billion of capital expenditure to underpin the further accelerated growth of Western Australia Iron Ore business. This investment represents early expenditure for the Rapid Growth Project 6 (RGP6). RGP6 is expected to increase installed capacity at the Western Australia Iron Ore assets to 240 million tones per annum during calendar year 2013. The funding will allow early procurement of long lead time items and detailed engineering to continue the expansion of the inner harbor at Port Hedland, progress rail track duplication works and expand the Jimblebar mining operation.

 

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COAL

Name of Joint Venture or Investee

Entity by which Mitsui Participates in the Mining Activity and its Ownership Interest

Area of Mining Operation (Region, State, Country)

 

 

BHP Mitsui Coal Pty. Ltd.

BHP Mitsui Coal Pty. Ltd. (20%)

Queensland, Australia

 

South Walker Creek    The joint venture commissioned Riverside in 1983, and its reserves were depleted in March 2005. South Walker Creek became operational in 1996. It produces pulverized coal injection (PCI) product and minor quantities of thermal coal. South Walker Creek has a production capacity of 3.5 million tons per year. BHP Mitsui Coal holds undeveloped leases in the Bowen Basin.
Poitrel    Construction for the Poitrel mine commenced in early 2006 and first coal was produced in October 2006. The mine has a production capacity of 3.0 million tons per annual of metallurgical and PCI coals.

Bengalla Joint Venture

Mitsui Coal Holdings Pty. Ltd. (10%)

New South Wales, Australia

Bengalla    Development consent was granted in 1996 and production commenced in 1999. Coal & Allied, Rio Tinto’s subsidiary in Australia, acquired its interest in Bengalla in 2001. Its coal preparation plant has been designed to allow the mine to produce low ash thermal coal for export. Production in 2009 was 5.5 million tons of thermal coal.

Kestrel Joint Venture

Mitsui Coal Holdings Pty. Ltd. (20%)

Queensland, Australia

Kestrel    The Kestrel Coal mine, previously known as Gordonstone Mine, commenced operation in 1992. Coal is extracted by underground mining. The mine has two longwall units that are operated alternately to minimize downtime and ensure seamless production and reliability. The Kestrel Preparation Plant has been designed to allow the mine to produce low ash coking coal and high energy thermal coal. Production in 2009 was 3.7 million tons saleable high quality coking coal and export thermal coal. In January 2008, joint venture approved development of the new mining area for extend the operation period of Kestrel Joint Venture as the existing mining area is expected to be exhausted in 2014. Construction of this project started in August 2008 and the total capital expenditure will be US$1.0 billion. The operation is expected to commence in 2012 and the project estimates a maximum 5.7 million tons per annum coal production with 20-year operation.

Dawson Joint Venture

Mitsui Coal Holdings Pty. Ltd. (49%)

Queensland, Australia

Dawson

(formerly “Moura”)

  

Dawson Joint Venture was originally called Moura Joint Venture. The Moura Mine commenced operation in 1961. Since 1994, all production at Moura has been from its surface operation. Production tonnage has been increasing steadily throughout the years. After a few changes of ownership, Anglo Coal acquired a 51% share in 2002. In September 2003, the adjacent Theodore deposit was developed which further expanded its capacity. Anglo Coal Australia and Mitsui Coal Holdings intend to recapitalize their existing operations at the Moura mine and to establish two additional operations on adjacent tenures. The new and expanded operations are known as the Dawson Complex. Moura Joint Venture has already changed its name to Dawson Joint Venture. The joint venture’s capital expenditure was estimated in excess of A$1 billion. Expansion work of the Dawson complex was completed in the year ended March 31, 2008, aiming to boost annual coal production from the previous capacity 6.5 million tons per annum to 12.7 million tons of metallurgical and thermal coals.

German Creek Joint Venture

Mitsui Coal Holdings Pty. Ltd. (30%)

Queensland, Australia

German Creek    Open pit mining commenced in 1981. Underground mining in the Central Colliery area started in 1984, while underground mining in the Southern Colliery area began in 1988. Grasstree is a new underground mine which commenced production in 2006 and produces hard coking coal for our export markets. In addition, the development of Lake Lindsay mine, a new open cut mine adjacent to German Creek mine, completed in 2009, to increase the aggregate annual production from 6 to 10 million tons per annum and to extend the total joint venture’s mine life by about 11 years.

 

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Table of Contents

Production Tonnage

IRON ORE

Production tonnage figures in the table below represent those of marketable products as tonnage after accounting for extraction and beneficiation losses.

 

Joint Venture or Investee and
Name of Mines

 

Mitsui’s Subsidiary
or
Associated Company

      In Thousands of Tons
        Year Ended March 31,
        2010   2009   2008
   

Location

  Total
Production
  Mitsui’s
Share
  Total
Production
  Mitsui’s
Share
  Total
Production
  Mitsui’s
Share

Robe River Iron Associates

  Mitsui Iron Ore Development Pty. Ltd.   Pilbara Region, Western Australia            

Pannawonica(1)

                                   28,576   9,430   21,810   7,197   26,132   8,624

West Angelas

      30,993   10,228   23,773   7,845   26,756   8,829

Mt Newman Joint Venture

  Mitsui Itochu Iron Pty. Ltd.   Pilbara Region, Western Australia            

Mt.  Whaleback(2)

      36,167   2,532   37,993   2,660   42,808   2,997

Yandi Joint Venture

  Mitsui Iron Ore Development Pty. Ltd.   Pilbara Region, Western Australia            

Marillana Creek

      48,340   3,384   45,859   3,210   46,253   3,238

Mt Goldsworthy Joint Venture

  Mitsui Iron Ore Development Pty. Ltd.   Pilbara Region, Western Australia            

Northern

(Yarrie)

(Nimingarra)

      1,819   127   1,632   114   1,041   73

Area C

      43,914   3,074   42,038   2,943   27,744   1,942
                           
   

TOTAL

 

  189,809   28,775   173,105   23,969   170,734   25,703
                           

 

(1) The Pannawonica mine is composed of Mesa J, a producing mine, and other adjacent mines.
(2) “Name of Mines” indicates the names of principal producing mines.

 

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COAL

Production tonnage figures in the table below represent those of marketable products as tonnage after accounting for extraction and beneficiation losses.

 

Joint Venture or Investee
and Name of Mines

 

Mitsui’s Subsidiary

or

Associated Company

      In Thousands of Tons
        Year Ended March 31,
        2010   2009   2008
   

Location

  Total
Production
  Mitsui’s
Share
  Total
Production
  Mitsui’s
Share
  Total
Production
  Mitsui’s
Share

BHP Mitsui Coal Pty. Ltd.(1)

  BHP Mitsui Coal Pty. Ltd.   Queensland, Australia            

South Walker Creek

      2,978   596   2,862   572   3,422   684

Poitrel

                                    2,457   491   2,270   454   1,438   288

Bengalla Joint Venture(2)

  Mitsui Coal Holdings Pty. Ltd.   New South Wales, Australia   5,466   547   5,357   536   5,155   516

Kestrel Joint Venture(2)

  Mitsui Coal Holdings Pty. Ltd.   Queensland, Australia   3,717   743   4,018   804   3,621   724

Dawson Joint Venture (formerly “Moura Joint Venture”(2) )

  Mitsui Coal Holdings Pty. Ltd.   Queensland, Australia   7,365   3,609   6,936   3,399   5,984   2,932

German Creek Joint Venture(2)

  Mitsui Coal Holdings Pty. Ltd.   Queensland, Australia   6,570   1,971   8,031   2,409   5,880   1,764
                           
   

TOTAL

  28,553   7,957   29,474   8,174   25,500   6,908
                           

 

(1) Productions of BHP Mitsui Coal Pty. Ltd. indicate productions for the years ended June 30, 2009, 2008 and 2007.
(2) Productions of joint ventures Bengalla, Kestrel, Dawson and German Creek indicate productions for the years ended December 31, 2009, 2008 and 2007

Reserve Tonnage

IRON ORE

Reserves of iron ore classified according to operator are presented in the tables below.

Operator: Rio Tinto Ltd.( 1)(2)(3 )

Reserves as disclosed by Rio Tinto Ltd. consist of proved and probable reserves.

 

Joint Venture or Investee
and Name of Mines

 

Mitsui’s
Subsidiary or
Associated
Company

 

Location

  Type of
Mine
  In Million of Tons
        Year Ended December 31,
        2009   2008   2007
        Total
Reserve
  Fe
Basis
(%)
  Mitsui’s
Share
  Total
Reserve
  Fe
Basis
(%)
  Mitsui’s
Share
  Total
Reserve
  Fe
Basis
(%)
  Mitsui’s
Share

Robe River Iron Associates

  Mitsui Iron Ore Development Pty. Ltd.   Pilbara Region, Western Australia                    

Pannawonica(4 )

                                                                                  Open Pit   246   57.3   81   267   57.2   88   288   57.2   95
      Stockpile   21   56.8   7   20   56.9   7   16   56.9   5

West Angelas

      Open Pit   340   61.8   112   368   61.8   121   385   61.8   127
      Stockpile   7   58.3   2   6   58.0   2   6   59.3   2

 

(1) Reserves of iron ore are shown as recoverable reserves of marketable product after accounting for all mining and processing losses. Mill recoveries are not shown.
(2) Reserves of Robe River Iron Associates indicate reserves as of the end of December 2009, 2008 and 2007.
(3) Iron ore price (based on a three year average historical price to June 30 2009) used to test whether the reported reserve estimate could be economically extracted was Australian benchmark price (fines) – US$1.01 per dry metric ton unit.
(4) The Pannawonica mine is composed of Mesa J, a producing mine, and some adjacent mines.

 

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Operator: BHP Billiton Ltd.( 1)(2)(3)(4 )( 6 )(7 )( 8 )(9)

Reserve amounts of Mt Newman, Yandi and Mt Goldsworthy consist of proved and probable reserves.

 

Joint Venture or
Investee and Name

of Mines

 

Mitsui’s
Subsidiary or
Associated
Company

 

Location

  Ore
Type
  In Millions of Tons
        Year Ended June 30,
        2009   2008   2007
        Total
Reserve
  Fe
Basis
(%)
  Mitsui’s
Share
  Total
Reserve
  Fe
Basis
(%)
  Mitsui’s
Share
  Total
Reserve
  Fe
Basis
(%)
  Mitsui’s
Share

Mt Newman Joint Venture

  Mitsui Itochu Iron Pty. Ltd.   Pilbara Region, Western Australia                    

Mt. Whaleback

      BKM   868   63.0   61   823   62.6   58   780   62.6   55
      MM   63   61.9   4   65   61.9   5   67   62.2   5

Mt. Goldsworthy Joint Venture

  Mitsui Iron Ore Development Pty. Ltd.   Pilbara Region, Western Australia                    

Northern(5 )

      NIM   27   60.0   2   24   59.2   2   3   59.9   0

(Yarrie)

                       

(Nimingarra)

                       

Area C

      BKM   182   62.0   13   180   62.0   13      
      MM   372   61.8   26   396   61.9   28   418   61.9   29

Yandi Joint Venture

  Mitsui Iron Ore Development Pty. Ltd.   Pilbara Region, Western Australia                    

Marillana Creek

      CID   1,051   57.2   74   1,092   57.2   76   913   57.5   64

 

(1) For Western Australian Iron Ore (WAIO) the reserves are divided into joint ventures and material types that reflect the various products produced. BKM – Brockman, MM – Marra Mamba, NIM – Nimingarra and CID – Channel Iron Deposit.
(2) For Mt Newman, Mt Goldsworthy and Yandi joint ventures tonnages represent wet tons based on the following moisture contents: BKM – 3%, MM – 4%, CID – 8%, NIM – 3.5%. Iron ore is marketed as Lump (direct blast furnace feed) and Fines (sinter plant feed).
(3) Metallurgical recovery is 100% except for Mt Newman JV – Whaleback BKM where recovery is 92%.
(4) Cut-off grades used to estimate reserves: Mt Newman 50-62% Fe for BKM, 59% Fe for MM; Mt Goldsworthy 50% Fe for NIM, 57% Fe for MM, 59.5% Fe for BKM; Yandi 55-55.5% Fe for CID.
(5) Our WAIO reserves are all located on State Agreement mining leases that guarantee the right to mine, except the Cattle Gorge mine (part of Mt Goldsworthy JV Northern), which is an operating mine on a standard Western Australian mining lease. We are required to obtain certain State Government approvals (including environmental and heritage clearances) before we commence mining operations on a particular area. We have included in our reserves areas where one or more approvals remain outstanding but where, based on the technical investigations we carry out as part of our mine planning process and our knowledge and experience of the approvals process, we expect that such approvals will be obtained as part of the normal course of business and within the time frame required by the current life of mine schedule.
(6) BHP Billiton Ltd. Owns 100% of the Jimblebar lease. BHP Billiton Ltd. has a sublease agreement over the Wheelarra deposit with ITOCHU Minerals and Energy of Australia, Mitsui Iron Ore Development Pty. Ltd and four separate subsidiaries of Chinese steelmakers. As a consequence of this arrangement, we are entitled to 7% of production from the Wheelarra sublease.
(7) Reserves provided in the table above indicate reserves as of the end of June 2009, 2008 and 2007.
(8) Reserves provided in the table above do not exceed the quantities that we estimate could be extracted economically if future prices ware at similar levels to long-term contracted prices for the three years to December 31, 2008.
(9) “Name of Mines” indicates the names of principal producing mines.

 

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COAL

In the table below, coal reserves are shown as marketable reserves, which are tonnage after accounting for extraction and processing and preparation losses.

Operator: BHP Billiton Ltd.(1)(2)

 

   

Mitsui’s
Subsidiary or
Associated
Company

  Location  

Coal
Type

  In Millions of Tons

Joint Venture or

Investee and Name

of Mines

        Year Ended June 30,
        2009   2008   2007
        Total
Reserve
  Sulphur
Content
(%)
  Mitsui’s
Share
  Total
Reserve
  Sulphur
Content
(%)
  Mitsui’s
Share
  Total
Reserve
  Sulphur
Content
(%)
  Mitsui’s
Share

BHP Mitsui Coal Pty. Ltd.

  BHP Mitsui Coal Pty. Ltd.   Queensland,
Australia
                   

South Walker Creek

      Met/Th   101   0.21   20   31   0.39   6   35   0.37   7

Poitrel(4 )

      Met/Th   51   0.40   10   53   0.36   11   51   0.36   10

 

(1) Reserves provided in the table above indicate reserves as of the end of June 2009, 2008 and 2007.
(2) Coal Types are Met – metallurgical and Th – thermal coal.
(3) The reserve changes to South Walker Creek are due to revised economic assumptions and tenement increases. The marketable reserve includes an estimated 90Mt of Pulverised Coal Injection (PCI) product and 11Mt thermal coal product with an average calorific value of 7,500 Kcal/kg.
(4) Poitrel – The marketable PCI coal component of the overall Marketable Coal Reserve is estimated to be 12mt at 7,560 Kcal/kg calorific value.

Operator: Rio Tinto Ltd.(1)(2)

 

Joint
Venture
or
Investee
and
Name of
Mines

 

Mitsui’s

Subsidiary

or
Associated
Company

 

Location

  In Millions of Tons
      Year Ended December 31,
          2009   2008   2007
      Coal
Type
  Total
Reserve