FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER INTERIM BUSINESS REPORT COVERING THE FIRST HALF OF THE 84TH FISCAL YEAR PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the six-month ended September30, 2002 For the month of December 6 , 2002 --------------------- Commission File Number ------------------- MITSUI & CO., LTD. (Translation of registrant's name into English) 2-1, OHTEMACHI 1-CHOME CHIYODA-KU, TOKYO 100-0004 JAPAN (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F [ ] --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ---- Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ---- Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ---------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 6, 2002 MITSUI & CO., LTD. By: /s/ Tasuku Kondo ----------------------------- Name: Tasuku Kondo Title: Executive Director Senior Executive Managing Officer Chief Financial Officer INTERIM BUSINESS REPORT Enclosed Herewith Is Our Interim Business Report Covering the First Half of the 84th Fiscal Year. MITSUI & CO., LTD. 2-1, Ohtemachi 1-chome, Chiyoda-ku, Tokyo 100-0004, Japan CONTENTS -------------------------------------------------------------------------------- To Our Shareholders and Friends ............................................ 1 Results of Operations ...................................................... 2 Corporate Data ............................................................. 5 Board of Directors and Corporate Auditors .................................. 6 Balance Sheet .............................................................. 7 Statement of Income ........................................................ 8 Results of Operations (Consolidated Basis) ................................. 9 Condensed Consolidated Financial Statements ................................ 10 Operating Segment Information .............................................. 12 Shareholder Information .................................................... 14 TO OUR SHAREHOLDERS AND FRIENDS ------------------------------------------------------------------- I, Shoei Utsuda, am pleased to present this, my first report to shareholders since assuming the office of President and Chief Executive Officer of Mitsui & Co., Ltd., on October 1, 2002. I would like to take this opportunity to review briefly developments during the interim period, which began April 1, 2002, and ended September 30, 2002. During the period, the world economy entered a period of gradual recovery, supported by economic expansion in the United States. World trade and investment also showed gradually increasing signs of bottoming out. In the U.S. economy, rising incomes, low interest rates, and other factors led to strength in consumer spending and private housing investment, while corporate profitability began to increase, thus leading to firmness in economic trends. In Japan, although the economy bottomed out--as exports expanded, supported by the recovery in the world economy and the completion of inventory adjustments, stock prices were weak owing to the problems arising with the disposal of non-performing loans, and deflationary conditions continued to be unchecked. Amid these conditions, net income on a non-consolidated basis rose slightly from the interim period of the previous fiscal year, to Yen 8.5 billion. Similarly, on a consolidated basis, net income also increased year on year, to Yen 24.8 billion. We declared a dividend of Yen 4 per share for the interim period, the same as for the interim term of the previous fiscal year. During the second half of the current fiscal year, we are forecasting a more challenging business environment, as the U.S. economy shows signs of little progress and uncertainties grow regarding the world economy, while deflationary conditions continue in Japan. However, the management and all the staff of the Company are committed to working toward further improving our earning capability. I would like to express my deepest apologies for the concern caused by the series of incidents during the period in which Mitsui staff members were involved, beginning with the indictment of certain personnel on charges of having interfered illegally in the bidding process for a diesel-powered electric power generation plant on Kunashiri Island. All management and staff will continue to exert their utmost efforts to recover the trust and confidence of society. We earnestly ask for the continuing support and encouragement of our shareholders. December 2002 Shoei Utsuda President and Chief Executive Officer 1 RESULT OF OPERATIONS ------------------------------------------------------------------- (For the interim period April 1, 2002, to September 30, 2002) OPERATING ENVIRONMENT The principal features of the economic environment influencing the performance of Mitsui & Co., Ltd. (hereinafter, the Company), during the interim period under review included the following: The world economy entered a period of gradual, simultaneous recovery due to expansion in the U.S. economy, a bottoming out of IT-related demand along with progress in inventory adjustments, the adoption of active fiscal and monetary policies by various countries, and other factors. On the other hand, unsettled conditions continued in financial and currency markets along with declines in stock prices, the weakening of the dollar, and other developments, which caused increased uncertainty about future trends, leading to a divergence between the monetary and real economies. In international commodity markets, oil prices remained at a high level, owing to growing tensions in the Middle East and other factors, and grain prices continued to be strong because of unfavorable weather conditions. By geographical area, the U.S. economy showed solid expansion and corporate profits began to rise against a background of strong consumption and housing investment. However, capital investment in the telecommunications sector remained stagnant. In the economies of Europe, recovery was under way, underpinned by expansion in exports. But, the recovery pace was very modest because of sluggish domestic demand. Consumption and capital investment failed to show strength due to continued high unemployment and declines in stock prices. The economies of Asia reported steady recoveries, thanks to increases in exports as inventory adjustments in IT-related goods were completed and demand began to bottom out. In addition, overall domestic demand in these economies was firm, owing to the positive impact of fiscal and monetary policies and the emergence of latent demand for durable consumption goods, which had been suppressed since the currency crises. In the Chinese economy, rapid economic growth continued as a result of a number of factors, including increased incoming foreign direct investment as a result of China's entry into the WTO, the positive impact of aggressive fiscal and monetary policies, and the increase in exports supported by the movement of foreign companies into China. The Japanese economy bottomed out as exports expanded, supported by the recovery in the world economy and increases in industrial production following the completion of inventory adjustments. However, domestic demand remained relatively weak, and the economy lacked strong recovery momentum, while deflation continued because of a combination of weakness in final demand and the influx of low-cost goods from the rest of Asia. Consumer spending in Japan remained relatively weak because of stagnation in employment and income levels combined with uncertainty about future trends among consumers. Private capital investment showed signs of bottoming out, as corporate profitability reached bottom, but capital spending continued to be restrained because of the movement of production facilities overseas and other structural factors. Measures to stimulate the domestic economy, principally monetary policies, were continued, but their effects were marginal, and, owing to such developments as further declines in stock prices because of uncertainties surrounding the disposal of non-performing loans, the road to a sustainable recovery remains steep and difficult. OPERATING PERFORMANCE Amid this environment, Mitsui's non-consolidated sales and profits for the interim period were as follows. SALES Mitsui's non-consolidated sales for the interim period under review declined 4.6% in comparison with the first half of the previous fiscal year, to Yen 4,433.3 billion. Sales of metal products and minerals as well as consumer products and services increased, but as a result of declines in sales of machinery, electronics and information as well as sales of domestic branches and offices, overall sales declined Yen 214.1 billion. By type of trade, exports rose 2.6% over the same period of the previous year, owing to higher sales of chemicals, metals products and minerals, and certain other categories, despite a decline in industrial plant exports within machinery, electronics and information as well as certain other categories. Imports dropped 5.8%, as declines were reported generally in imports of domestic trading branches and offices as well as other categories. Offshore trade increased 4.3%, despite declines in machinery, electronics and information, as metal products and minerals as well as energy increased. Domestic transactions in the consumer products and services as well as certain other categories increased, but as a result of declines in sales of domestic trading branches and offices and in the machinery, electronics and information, chemicals, and energy categories, overall domestic sales fell 10.7%. 2 SALES BY TYPE OF TRADE (Millions of Yen) --------------------------------------------------------------------------------------- 84th 83rd Increase Semiannual Year % Semiannual Year % (Decrease) % --------------------------------------------------------------------------------------- Export Y 968,052 21.8 Y 943,855 20.3 Y 24,197 2.6 Import 1,146,036 25.9 1,216,517 26.2 (70,480) (5.8) Offshore 684,914 15.4 656,782 14.1 28,132 4.3 Domestic 1,634,300 36.9 1,830,227 39.4 (195,926) (10.7) Total Y4,433,304 100.0 Y4,647,381 100.0 Y(214,077) (4.6) Note: Amounts are rounded down to the nearest million yen. SALES IN OPERATING SEGMENTS (Millions of Yen) --------------------------------------------------------------------------------------------------------------- 84th 83rd Increase Semiannual Year % Semiannual Year % (Decrease) % --------------------------------------------------------------------------------------------------------------- Metal Products & Minerals Y 760,683 17.2 Y 705,342 15.2 Y 55,341 7.8 Machinery, Electronics & Information 907,555 20.5 1,067,494 23.0 (159,938) (15.0) Chemicals 513,280 11.6 523,790 11.3 (10,510) (2.0) Energy 448,892 10.1 463,083 9.9 (14,191) (3.1) Consumer Products & Services 780,422 17.6 729,620 15.7 50,801 7.0 Domestic Branches and Offices 875,063 19.7 971,676 20.9 (96,612) (9.9) Overseas Offices 144,238 3.2 178,991 3.8 (34,752) (19.4) Corporate 3,167 0.1 7,381 0.2 (4,213) (57.1) Total Y4,433,304 100.0 Y4,647,381 100.0 Y(214,077) (4.6) Notes: 1. Amounts are rounded down to the nearest million yen. 2. Beginning with the interim period under review, sales have been reported according to an operating segment classification, with five segments by merchandise and two segments by geographic segment based on the nature of the business of the Head Office. PROFITS Gross profit declined Yen 2.8 billion from the same period of the previous year, to Yen 103.8 billion. Selling, general and administrative expenses rose because of higher provisions for doubtful receivables, and, while dividends received increased, ordinary profit declined Yen 1.7 billion, to Yen 29.6 billion. Among extraordinary gains and losses, the Company reported a loss on the write-down of securities of Yen 7.9 billion, owing to the decline in stock market prices. In addition, the Company proceeded with a review of investments in affiliated and other companies in Japan and overseas and, while reporting gains from the sale of investment securities, also reported losses on the write-down of investment securities and provisions to doubtful accounts against affiliated and other companies. As a consequence of these measures to enhance the soundness of its assets, the Company reported a net extraordinary loss of Yen 29.7 billion. After the deduction of income taxes, current, and adjustments for tax-effect accounting, net income amounted to Yen 8.5 billion, representing an increase of Yen 1.4 billion from the same period of the previous year. A summary of consolidated financial results can be found at the end of this report. 3 TRENDS IN COMPANY PERFORMANCE (NON-CONSOLIDATED) (Millions of Yen, except Net Income per Share) -------------------------------------------------------------------------------------------------------- 81st 82nd 83rd 84th Semiannual Year Semiannual Year Semiannual Year Semiannual Year -------------------------------------------------------------------------------------------------------- Sales Y5,023,973 Y5,117,338 Y4,647,381 Y4,433,304 Net Income 8,688 8,055 7,106 8,506 Net Income per Share Y5.48 Y5.08 Y4.48 Y5.37 Notes: 1. Net income per share is calculated based on the average number of shares outstanding for the period. 2. Please note that for the 84th semiannual year, the average number of shares outstanding during the period was computed after the deduction of treasury shares from the total number of shares issued. 3. Amounts are rounded down to the nearest million yen. In the case of net income per share, amounts less than Yen 1/100 are rounded down. TRENDS IN COMPANY PERFORMANCE (CONSOLIDATED) (Millions of Yen) -------------------------------------------------------------------------------------------------------- 81st 82nd 83rd 84th Semiannual Year Semiannual Year Semiannual Year Semiannual Year -------------------------------------------------------------------------------------------------------- Total Trading Transactions Y6,471,522 Y6,660,626 Y6,338,966 Y6,243,676 Net Income 12,961 24,063 23,418 24,789 Notes: 1. These financial data have been prepared on the basis of accounting standards generally accepted in the United States. Condensed consolidated financial statements can be found at the end of this report. 2. Because of a change in the method of accounting for investments in the 82nd interim period, the consolidated net income amount for the interim periods of the 81st fiscal year has been restated for comparability. 3. Beginning with the interim period under review, because the amount after adjustments for tax effects arising due to gains and losses accompanying the sale or withdrawal from subsidiaries has been included in gains or losses from discontinued operations, the consolidated figures for the three previous interim periods have been reclassified according to the new method of presentation and shown as a separate item. 4 CORPORATE DATA ------------------------------------------------------------------- (As of September 30, 2002) PRINCIPAL BUSINESS The Company engages in domestic sales, export, import, and offshore transactions in a wide spectrum of goods, notably, metal products & minerals, machinery, electronics & information, chemicals, energy, consumer products & services as well as in a wide range of other business areas. MAJOR OFFICES HEAD OFFICE: Chiyoda-ku, Tokyo DOMESTIC OFFICES: Sapporo, Tohoku, Nagoya, Osaka, Hiroshima, Fukuoka DOMESTIC BRANCHES: Niigata, Nagano, Shizuoka, Hokuriku, Takamatsu OVERSEAS BRANCHES: Singapore, Kuala Lumpur, Manila, Johannesburg Note: The Company has local overseas subsidiaries in various parts of the world (Mitsui & Co. (U.S.A.), Inc.; Mitsui & Co. Europe PLC; Mitsui & Co. (Middle East) E.C.; and Mitsui & Co., (Australia) Ltd.). Please note that the operations of the Johannesburg Branch Office have been transferred to the Company's subsidiary Mitsui & Co. Southern Africa (Pty) Ltd., and operations of the branch were closed as of October 31, 2002. SHARES (1) Total number of shares authorized........................... 2,500,000,000 (2) Number of shares issued .................................... 1,583,674,837 (Including Treasury Stocks: 580,214) (3) Number of shareholders...................................... 119,022 NUMBER OF EMPLOYEES NUMBER OF EMPLOYEES: 6,426 Note: The above figure for the number of employees includes 1,240 people seconded to other companies. In addition to this staff, Mitsui employs 1,270 foreign nationals at its overseas offices and 2,173 foreign nationals at its overseas subsidiaries. 5 BOARD OF DIRECTORS AND CORPORATE AUDITORS ------------------------------------------------------------------- (As of November 2002) CHAIRMAN AND EXECUTIVE DIRECTOR Nobuo Ohashi PRESIDENT AND CHIEF EXECUTIVE OFFICER Shoei Utsuda REPRESENTATIVE DIRECTORS Retsu Imaizumi Hiroshi Nagata Kazumi Nakagawa Tasuku Kondo DIRECTORS Norio Shoji Katsuto Momii CORPORATE AUDITORS Makoto Ejima Ko Matsukata Minoru Suzuki Katsuro Hatoyama OFFICERS PRESIDENT AND CHIEF EXECUTIVE OFFICER Shoei Utsuda * EXECUTIVE VICE PRESIDENTS Retsu Imaizumi * Hiroshi Nagata * Kazumi Nakagawa * SENIOR EXECUTIVE MANAGING OFFICERS Norio Shoji * Tasuku Kondo * Katsuto Momii * Tetsuya Matsuoka EXECUTIVE MANAGING OFFICERS Junji Sato Yasuo Hayashi Toshihiko Sasahira Masataka Suzuki Gempachiro Aihara Yushi Nagata SENIOR MANAGING OFFICERS Jun Moriyama Hiroshi Tada Yasunori Yokote Yoshiyuki Izawa Osamu Mori Motohiro Yano Kazuya Imai Toshihiro Soejima Motonori Saeki Satoru Miura Motokazu Yoshida MANAGING OFFICERS Junichi Masuda Masayoshi Sato Kenji Dewa Michio Matsuda Yoshiyuki Kagawa Takeshi Ohyama Takao Sunami Hirokazu Mizukami Ken Abe Junichi Matsumoto Kazuo Tasaka Shunichi Miyazaki Shinjiro Ogawa Toshimasa Furukawa Notes: 1. Executive Officers also holding the position of Director have been indicated with an asterisk (*). 2. Ko Matsukata and Minoru Suzuki are the external Corporate Auditors, as provided for in Clause 1, Article 18, of the "Law Concerning Special Measures under the Commercial Code of Japan with Respect to Audit, etc., of Corporations." Makoto Ejima and Katsuro Hatoyama are full-time Corporate Auditors as provided for in Clause 2, Article 18, of the aforementioned law. 3. Please note that Shigeji Ueshima, Shinjiro Shimizu, and Jun Tashiro resigned as Directors as of September 30. 6 BALANCE SHEET ------------------------------------------------------------------- (September 30, 2002) (Millions of Yen) -------------------------------------------------------------------------------- ASSETS -------------------------------------------------------------------------------- CURRENT ASSETS: Cash and Time Deposits Y 454,006 Notes Receivable 241,041 Accounts Receivable, Trade 1,174,186 Securities 43,197 Inventories 163,929 Advances to Suppliers 54,894 Deferred Tax Assets-Current 19,661 Other 348,931 Allowance for Doubtful Receivables (14,477) ---------- TOTAL CURRENT ASSETS 2,485,371 NON-CURRENT ASSETS: Tangible Assets (Net) 135,762 Intangible Assets 16,598 Investments and Other Assets: 1,508,279 Investments in Securities 1,044,940 Long-Term Loans Receivable 239,240 Deferred Tax Assets-Non-Current 68,730 Other 299,793 Allowance for Doubtful Receivables (144,425) ---------- TOTAL NON-CURRENT ASSETS 1,660,639 -------------------------------------------------------------------------------- TOTAL ASSETS Y4,146,010 ================================================================================ (Millions of Yen) -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY -------------------------------------------------------------------------------- CURRENT LIABILITIES: Notes Payable Y 87,568 Accounts Payable, Trade 874,896 Short-Term Borrowings 313,506 Commercial Paper 50,000 Accounts Payable, Other 210,614 Advances Received from Customers 54,974 Other 111,155 ---------- TOTAL CURRENT LIABILITIES 1,702,715 LONG-TERM LIABILITIES: Debentures and Bonds 466,286 Long-Term Borrowings 1,241,324 Liability for Retirement Benefits 5,933 Other 46,157 ---------- TOTAL LONG-TERM LIABILITIES 1,759,700 ---------- TOTAL LIABILITIES 3,462,415 SHAREHOLDERS' EQUITY: Capital Stock 192,487 Capital Surplus 218,708 Retained Earnings, including Net Income of Yen 8,506 Million 230,272 Net Unrealized Gain on Available-for-Sale Securities 42,551 Treasury Stock (423) ---------- TOTAL SHAREHOLDERS' EQUITY 683,595 -------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY Y4,146,010 ================================================================================ Notes: 1. Figures are rounded down to the nearest million yen. 2. Accumulated depreciation of tangible assets: Yen 103,250 million 3. Assets pledged as security: Yen 64,582 million 4. Guarantees and contingent liabilities: (1) Guarantees: Yen 998,592 million (including Yen 326,586 million of commitments and other letters similar to guarantees) (2) Notes Receivable discounted: Yen 36,681 million 5. Net income per share in the semiannual period: Yen 5.37 7 STATEMENT OF INCOME ------------------------------------------------------------------- (Six-month period ended September 30, 2002) (Millions of Yen) -------------------------------------------------------------------------------------- ORDINARY INCOME AND EXPENSES: OPERATING INCOME AND EXPENSES: Sales Y4,433,304 Cost of Sales 4,329,467 ------------------------ Gross Profit 103,836 Selling, General and Administrative Expenses 94,156 ------------------------ OPERATING PROFIT 9,679 NON-OPERATING INCOME AND EXPENSES: NON-OPERATING INCOME: Interest Received 11,579 Dividends Received 24,734 Other 2,371 ---------- Total Non-Operating Income 38,684 NON-OPERATING EXPENSES: Interest Paid 11,778 Other 7,033 --------- Total Non-Operating Expenses 18,812 ------------------------ ORDINARY PROFIT 29,552 EXTRAORDINARY GAINS AND LOSSES: EXTRAORDINARY GAINS: Gain on Sales of Tangible Assets 63 Gain on Sales of Investments in Securities 9,724 ---------- Total Extraordinary Gains 9,787 EXTRAORDINARY LOSSES: Loss on Disposal of Tangible Assets 304 Loss on Sales of Investments in Securities 136 Loss on Devaluation of Investments in Securities 26,052 Provision for Doubtful Receivables from Subsidiaries and Associated Companies 12,992 --------- Total Extraordinary Losses 39,485 ------------------------ LOSS BEFORE INCOME TAXES 145 Income Taxes, Current 6,408 Income Taxes, Deferred 15,061 ------------------------ NET INCOME 8,506 UNAPPROPRIATED RETAINED EARNINGS AT BEGINNING OF PERIOD 2,730 ------------------------ UNAPPROPRIATED RETAINED EARNINGS AT END OF PERIOD Y11,237 ------------------------ Note: Figures are rounded down to the nearest million yen. 8 [Supplementary Information] RESULTS OF OPERATIONS (CONSOLIDATED BASIS) TOTAL TRADING TRANSACTIONS On a consolidated basis, total trading transactions of the Company and its subsidiaries for the six-month period ended September 30, 2002, declined 1.5%, to Yen 6,243.7 billion. Higher transactions were reported in metal products and minerals -- which were boosted by higher product exports and transactions in iron ore and coal of subsidiaries -- and consumer products and services -- which benefited from increases in retail and foods transactions. However, lower transactions were reported in the machinery, electronics and information category -- where plant exports declined -- and in the transactions of domestic trading branches and offices -- which were affected by the weakness in domestic demand as well as the split-off of the Company's construction materials sales activities into a separate company. As a result, total trading transactions for the interim period declined Yen 95.3 billion from the same period of the previous year. PROFITS Net income on a consolidated basis amounted to Yen 24.8 billion, a 5.9% increase from the same period of the previous year. Revenue -- gross trading profit on a consolidated basis rose Yen 5.0 billion, to Yen 275.2 billion. Operating income rose Yen 3.1 billion, to Yen 47.2 billion, despite an increase in provisions for doubtful accounts, as selling, general and administrative expenses dropped. Among other income and expenses, losses on the write-down of securities declined, the net interest expense improved, further losses on fixed assets were reported as the Company moved forward with activities to enhance the soundness of its assets, and gains on the sale of securities fell. As a result, net income and expenses amounted to a net loss of Yen 16.3 billion. Equity in earnings of associated companies amounted to Yen 11.2 billion because of strong performances by companies in the energy and metal raw materials industries. As a result, net income, after deducting the net loss from discontinued operations of Yen 1.1 billion, increased Yen 1.4 billion, to Yen 24.8 billion. 9 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidated Balance Sheet (September 30, 2002) (Millions of Yen) ASSETS CURRENT ASSETS: Cash and Cash Equivalents Y697,527 Time Deposits and Marketable Securities 125,400 Trade Receivables, Less Allowance for Doubtful Receivables 2,083,121 Inventories 472,547 Other Current Assets 297,930 ---------- Total Current Assets 3,676,525 INVESTMENTS AND NON-CURRENT RECEIVABLES 1,931,069 PROPERTY AND EQUIPMENT AT COST, LESS ACCUMULATED DEPRECIATION 611,534 OTHER ASSETS 178,584 ---------- TOTAL Y6,397,712 ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short-Term Loans and Current Maturities of Long-Term Debt Y 974,276 Trade Payables 1,545,487 Other Current Liabilities 297,435 ----------- Total Current Liabilities 2,817,198 LONG-TERM DEBT, LESS CURRENT MATURITIES 2,571,626 OTHER LIABILITIES AND MINORITY INTERESTS 129,254 SHAREHOLDERS' EQUITY: Common Stock 192,487 Capital Surplus 287,756 Retained Earnings 530,403 Accumulated Other Comprehensive Income (Loss) (130,404) ----------- Treasury Common Stock, at Cost (608) Total Shareholders' Equity 879,634 ----------- TOTAL Y 6,397,712 =========== CONDENSED CONSOLIDATED STATEMENT OF INCOME (Six-month period ended September 30, 2002) (Millions of Yen) Total Trading Transactions Y6,243,676 ---------- Revenue -- Gross Trading Profit Y275,238 Expenses (228,048) ---------- Operating Income 47,190 Other (Loss) Income -- Net (16,311) ---------- Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings 30,879 Provision for Income Taxes (13,984) ---------- Income from Continuing Operations before Minority Interests and Equity in Earnings 16,895 Minority Interests in (Earnings) Losses of Subsidiaries (2,250) Equity in Earnings of Associated Companies -- Net (After Income Tax Effect) 11,209 ---------- Net Income from Continuing Operations 25,854 Net Loss from Discontinued Operations (After Income Tax Effect) (1,065) ---------- Net Income Y 24,789 Note: Beginning with the interim period under review, accompanying the application of U.S. Statement of Financial Accounting Standards No. 144 (SFAS 144), "Accounting for the Impairment or Disposal of Long-Lived Assets," gains or losses (after adjustments for tax effects) have been shown as a separate item. 10 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Six-month period ended September 30, 2002) (Millions of Yen) OPERATING ACTIVITIES: Net Income Y 24,789 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Net Loss from Discontinued Operations 1,065 Depreciation and Amortization 27,409 Provision for Doubtful Receivables 6,291 Equity in Loss of Non-Consolidated Subsidiaries and Affiliates (5,285) Deferred Income Taxes (8,495) Net Loss on Securities 1,864 Net Loss on Fixed Assets 17,473 Changes in Operating Assets and Liabilities 8,531 -------- Net Cash Provided by Operating Activities 73,642 -------- INVESTING ACTIVITIES: Net Decrease in Time Deposits 43,842 Investments in and Advances to Associated Companies (25,904) Net Decrease in Other Investments 19,663 Net Decrease in Long-Term Loan Receivables 8,293 Additions to Property Leased to Others and Property and Equipment, Net (7,928) -------- Net Cash Provided by Investing Activities 37,966 -------- FINANCING ACTIVITIES: Net Decrease in Short-Term Borrowings (9,595) Net Proceeds from Long-Term Debt 1,127 Payment of Cash Dividends (6,334) -------- Net Cash Used in Financing Activities (14,802) -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (7,266) -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 89,540 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 607,987 -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD Y697,527 ======== 11 OPERATING SEGMENT INFORMATION The Company allocates its resources and evaluated performance by operating groups, which are defined based on the nature of products and services transacted by the Head Office and other considerations, with domestic and overseas branches and offices and overseas trading subsidiaries as management units. These management units are then classified into five product segments (classification units) and four geographical segments (classification units). Six-month period ended September 30, 2002 (Millions of Yen) Metal Products Machinery, Consumer & Electronics & Products & Minerals Information Chemicals Energy Services ------------ ------------ ------------ ------------ ------------ Total Trading Transactions External Customers Y805,633 Y1,027,679 Y523,214 Y1,261,258 Y1,021,135 Intersegment 127,526 89,459 152,891 32,625 63,507 ------------ ------------ ------------ ------------ ------------ Total Y933,159 Y1,117,138 Y676,105 Y1,293,883 Y1,084,642 ============ ============ ============ ============ ============ Revenue -- Gross Trading Profit Y34,458 Y54,404 Y27,933 Y27,364 Y50,439 ------------ ------------ ------------ ------------ ------------ Operating Income (Loss) 12,451 518 6,003 13,809 9,799 ------------ ------------ ------------ ------------ ------------ Net Income (Loss) 7,239 (8,723) (1,590) 13,144 4,222 ------------ ------------ ------------ ------------ ------------ Total Assets as of September 30, 2002 Y904,886 Y1,308,144 Y451,808 Y455,210 Y821,667 ------------ ------------ ------------ ------------ ------------ Domestic Other Corporate Branches Overseas and Consolidated and Offices Americas Europe Areas Eliminations Total ------------- ------------- ------------- ------------- ------------ ------------ Total Trading Transactions External Customers Y738,730 Y370,294 Y179,101 Y292,482 Y24,150 Y6,243,676 Intersegment 117,942 233,522 101,824 389,248 (1,308,544) -- ------------- ------------- ------------- ------------- ------------ ------------ Total Y856,672 Y603,816 Y280,925 Y681,730 Y(1,284,394) Y6,243,676 ============= ============= ============= ============= ============ ============ Revenue -- Gross Trading Profit Y20,849 Y22,342 Y11,235 Y11,605 Y14,609 Y275,238 ------------- ------------- ------------- ------------- ------------ ------------ Operating Income (Loss) 2,095 5,562 2,309 (1,116) (4,240) 47,190 ------------- ------------- ------------- ------------- ------------ ------------ Net Income (Loss) 3,510 2,351 1,371 3,123 142 24,789 ------------- ------------- ------------- ------------- ------------ ------------ Total Assets as of September 30, 2002 Y485,830 Y417,393 Y260,422 Y233,592 Y1,058,760 Y6,397,712 ------------- ------------- ------------- ------------- ------------ ------------ Notes: 1. In view of the full-scale introduction of the operating group system beginning in April 2002 and the transition to new management systems, starting with the interim period under review, "Electronics & Information" has been merged into "Machinery, Electronics & Information" and "Transportation Logistics", which was formerly included in "Consumer Products & Services", has been included in "Corporate and Eliminations". Accompanying these changes, segment information for the same period of the previous fiscal year has been restated and shown. 2. "Corporate and Eliminations" includes items pertaining to the Headquarters and companies affiliated with the Headquarters, items not allocated to the segments, eliminations due to sales between segments, and other items. 12 Six-month period ended September 30, 2001 (Millions of Yen) Metal Machinery, Consumer Products & Electronics & Products & Minerals Information Chemicals Energy Services ---------- ---------- ---------- ---------- ---------- Total Trading Transactions External Customers Y747,623 Y1,164,029 Y522,778 Y1,241,560 Y956,873 Intersegment 125,287 75,647 134,336 46,102 72,301 ---------- ---------- ---------- ---------- ---------- Total Y872,910 Y1,239,676 Y657,114 Y1,287,662 Y1,029,174 ========== ========== ========== ========== ========== Revenue -- Gross Trading Profit Y33,784 Y54,015 Y27,974 Y28,047 Y49,833 ---------- ---------- ---------- ---------- ---------- Operating Income (Loss) 10,147 6,310 6,696 10,885 (2,058) ---------- ---------- ---------- ---------- ---------- Net Income (Loss) 3,473 2,441 (535) 16,406 (977) ---------- ---------- ---------- ---------- ---------- Total Assets as of September 30, 2001 Y936,247 Y1,409,089 Y512,265 Y434,458 Y922,561 ---------- ---------- ---------- ---------- ---------- (Millions of Yen) Domestic Other Eliminations Branches Overseas and Consolidated and Offices Americas Europe Areas Corporate Total ------------ ------------ ------------ ------------ ------------ ------------ Total Trading Transactions External Customers Y819,353 Y365,205 Y228,832 Y273,495 Y19,218 Y6,338,966 Intersegment 145,742 257,849 83,244 417,389 (1,357,897) -- ------------ ------------ ------------ ------------ ------------ ------------ Total Y965,095 Y623,054 Y312,076 Y690,884 Y(1,338,679) Y6,338,966 ============ ============ ============ ============ ============ ============ Revenue -- Gross Trading Profit Y24,006 Y22,666 Y9,358 Y10,261 Y10,281 Y270,225 ------------ ------------ ------------ ------------ ------------ ------------ Operating Income (Loss) 4,355 5,501 1,742 (2,502) 3,057 44,133 ------------ ------------ ------------ ------------ ------------ ------------ Net Income (Loss) 2,880 3,005 1,297 2,385 (6,957) 23,418 ------------ ------------ ------------ ------------ ------------ ------------ Total Assets as of September 30, 2001 Y577,812 Y393,406 Y207,794 Y241,865 Y957,680 Y6,593,177 ------------ ------------ ------------ ------------ ------------ ------------ 13 SHAREHOLDER INFORMATION FISCAL YEAR-END DATE: March 31 RECORD DATE FOR VOTING RIGHTS: March 31 RECORD DATE FOR CASH DIVIDENDS (INTERIM PERIOD): September 30 ANNUAL GENERAL MEETING OF SHAREHOLDERS: June TRANSFER AGENT: The Chuo Mitsui Trust & Banking Co., Ltd. 33-1, Shiba 3-chome, Minato-ku, Tokyo 105-0014, Japan TRANSFER OFFICE: The Chuo Mitsui Trust & Banking Co., Ltd. Stock Transfer Agency Division 8-4, Izumi 2-chome, Suginami-ku, Tokyo 168-0063, Japan Tel.: (03) 3323-7111 SECONDARY TRANSFER OFFICE: The Chuo Mitsui Trust & Banking Co., Ltd. Branch offices nationwide STOCK EXCHANGES: Tokyo, Osaka, Nagoya, Sapporo, Fukuoka 14