FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Report of Foreign Private Issuer

Consolidated Financial Results for the Year Ended March 31, 2005

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

For the month of April 29, 2005

Commission File Number      09929     

Mitsui & Co., Ltd.

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 þ Form 40-F o

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 o No þ

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

Table of Contents

Signatures

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: April 29, 2005

Consolidated Financial Results for the Year Ended March 31, 2005

[Based on accounting principles generally accepted in the United States of America (“U.S. GAAP”)]

Tokyo, April 28, 2005 — Mitsui & Co., Ltd. announced its consolidated financial results for the year ended March 31, 2005.

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

President and Chief Executive Officer : Shoei Utsuda
Investor Relations Contacts : Satoshi Tanaka, General Manager, Investor Relations Division TEL 81-3-3285-7533

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(2) Consolidated financial position information

(3) Consolidated cash flows information

A Cautionary Note on Forward-Looking Statements:

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

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Management Policies

Mitsui & Co., Ltd., with its consolidated subsidiaries, is a general trading company with business partners in every region of the world, trading in a diverse range of goods and also engaged in international projects. We undertake sales and marketing, import and export, and international trading and manufacturing in business sectors including metal products & minerals, machinery, electronics & information, chemicals, energy, and consumer products & services, and also provide comprehensive services in retail, logistics and transportation, finance and other areas. In addition, we engage in natural resource development, strategic business investment in areas such as IT, and a broad range of other business initiatives.

In August 2004 we revised our management philosophy to create the following Mission, Vision and Values.

Mitsui & Co., Ltd.
Management philosophy

Mission

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

Vision

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

Values

In line with this management philosophy, we are currently in the process of reshaping our operations fully utilizing our business engineering capabilities and worldwide network to generate new value as a global business enabler.

1. Management strategy and progress report

     1) Medium-term Strategic and Financial Plan to March 31, 2006

In May 2004 we announced Global Growth 2006, our new Medium-term Strategic and Financial Plan (“Mid-term

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Plan”) for the two years to March 31, 2006 that provides a blueprint for a new stage of growth across our entire organization. The key elements of this plan are as follows.

     (1) Recognition of our operating environment

We created the Mid-term Plan based on the awareness of the following key points with regard to our longer-term operating environment:

     (2) Key initiatives

Mitsui has positioned the two years of the Mid-term Plan as a period to create the foundations for future growth, based on the following core initiatives.

       (a) Continuous review of Mitsui’s business portfolio

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     (b) Evolution of business models leveraging our business engineering capabilities

We intend to generate further growth, strengthening our existing core businesses while anticipating structural changes within Japan and around the world to take the lead in developing new business opportunities. Through the following three business creation strategies we intend to make powerful use of our business engineering capabilities.

     (c) Implementation of global strategy

In response to the development of unified regional economies in Asia, Europe and the Americas, we will strengthen operations in growth areas such as Greater China, Central and Eastern Europe, Russia/CIS, Brazil and Chile, forming strategic alliances with leading domestic and international companies as appropriate. At the same time we will take steps to inculcate the Mitsui culture throughout our operations, training and recruiting people globally.

     (d) Strengthening corporate governance and CSR

We will strengthen corporate governance and internal controls and focus on CSR, with the aim of improving the quality and transparency of our management processes and meeting the trust placed in us by stakeholders. We also reviewed our dividend policy with the aim of maximizing shareholder value.

     (3) Quantitative targets for the current Medium-term Strategic and Financial Plan

Our target for the final year of the Mid-term Plan, ending March 2006, was consolidated net income of ¥100 billion with a 9% return on equity and a net debt(*)-to-equity ratio (“net DER”) of around 3 times.

     (*) Net debt means interest-bearing debt less cash and cash equivalent and time deposits.

     (a) Outlook of operating performance during the Mid-term Plan

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     (b) Outlook of financial position at end of the Mid-term Plan

Reflecting the increased investment outlined above, we estimated that total assets at the end of the Mid-term Plan in March 2006 would be ¥7.3 trillion, ¥600 billion higher than at the end of March 2004. Boosted by retained earnings, shareholders’ equity was estimated to rise by ¥140 billion to ¥1.1 trillion.

Based on the projects outlined below in our core areas, minerals, energy, and plant projects, investment has been implemented ahead of the planned basis, totaling ¥260 billion in the fiscal year under review.

Recycling of existing investments has also continued, including the sale of shares held in Vodafone Japan K.K. We also took the opportunity to harvest our investments in B2C companies at their IPOs, notably the listing on the Tokyo Stock Exchange of Telepark Corp., a subsidiary involved in sales of cell phones and other items.

During this term direct discussions have continued between the President & Chief Executive Officer (“President”) and the Chief Operating Officers (“COOs”) of each business unit for the purpose of comprehensively reviewing the performance and commercial viability of our subsidiaries and associated companies.

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                             Subsidiaries and Associated Companies
                                  Trends in Business Performance

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(c) Implementation of global strategy: — Launch of Asian Regional Managing Directorship

In order to pursue and develop new business opportunities emerging with the development of network economies based around China, ASEAN and India, we need a broad regional overview to supplement Mitsui’s base in Japan. With this recognition, we introduced an Asian Managing Directorship in October 2004. The Regional Managing Director, Asia (“RMD, Asia”) took full control from April 2005, with broad authority and responsibility to manage Mitsui’s business throughout Asia excluding Japan. The RMD, Asia will review Mitsui’s business portfolio and allocation of resources in Asia and, while seeking to expand cross-border trading transactions and business investment, will seek to foster and strengthen human resources from within the region.

(d) Reinforcement of Management Framework to support further growth

Details of our measures relating to corporate governance, internal controls and promotion of corporate social responsibility are in section 4 of this document, “Corporate Governance Policies and Initiatives”.

     (2) Progress toward quantitative targets

A breakdown of operating performance during the fiscal year under review can be found in “Highlights of Consolidated Financial Results for the Year Ended March 31, 2005.”

(a) Consolidated results for the year under review

Consolidated net income for the year ended March 2005 was ¥121.1 billion, higher than the target net income for the final year of the Mid-term Plan to March 2006, as shown in the chart.

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(b) Financial position as of the end of March 2005

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2. Key topics

1) Response to the DPF incident

For information on the DPF incident and our responsive measures, please refer to “3. Outline of DPF data falsification incident and Company’s responsive measures.” We are making every effort to respond to the customers and subsidy providers affected by the DPF incident. We are taking measures to prevent the recurrence of similar incidents in future, and at the same time, are working hard to recover social trust in our Company and its operations.

2) Monitoring and optimization of business portfolio

Supported by favorable commodity markets, net income for the year under review exceeded the ¥100 billion target for the Mid-term Plan to March 2006. Nevertheless, we believe we need to continue dealing steadily with the qualitative issues outlined in the Mid-term Plan, with an eye to the medium- and long-term strengthening of our business basis. As described above, as of the end of March 2005 total assets stood at ¥7.59 trillion, already surpassing the target for March 2006 of ¥7.3 trillion. While the accumulation of quality assets is a key qualitative issue, the realization of sustainable growth also calls for ceaseless monitoring and optimization of business portfolio as well as thorough management of risk and return.

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3) Business process re-engineering and optimization of corporate headquarters

In November last year Mitsui & Co., Ltd. introduced MICAN (SAP-based Enterprise Resource Planning Package), a new standard business process system, and in April 2005 we entered into new stage of business process re-engineering. While working to stabilize and optimize MICAN system with interconnections with overseas offices and major subsidiaries for planning and monitoring on a consolidated basis, we aim to improve our internal controls system on a consolidated basis as required by the Sarbanes-Oxley Act of 2002, build an enterprise risk management system, and review and optimize the organizational structure of the Corporate Staff Unit of Mitsui’s head office.

3. Outline of DPF data falsification incident and Company’s responsive measures

1) Discovery of the use of falsified data and the establishment of an Investigation Committee

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2) Responsive measures to DPF users and subsidy providers

3) Measures to prevent recurrences

To prevent the recurrence of this kind of serious problem, we are taking every opportunity to educate our employees on the critical importance of compliance. In addition, we are reviewing our internal controls system as related to human resources management, including the education and guidance of younger employees and job rotation system. At the same time, we took or are taking the following definitive steps as part of preventive measures.

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4) Report from the Independent Committee for the DPF incident

We are making every effort to respond to users and subsidy providers affected by the DPF incident. We are taking measures to prevent the recurrence of similar incidents in future, and at the same time, are working hard to recover social trust in our Company and its operations.

4. Dividend policy

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5. Corporate Governance Policies and Initiatives

1) Basic Approach to Corporate Governance

2) Corporate Governance-related Initiatives

The following section outlines the situation with regard to decision-making, operational execution, business oversight and other matters related to corporate governance.

(a) Corporate Governance System

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(b) Business execution and internal control system

We view our internal control system as “a system aimed at achieving management targets, including both quantitative and qualitative risk management,” and working to establish effective management system through close interactions among various organizations within the Company. We have proactively adopted modern internal control system frameworks from the United States of America and on April 1, 2004 reorganized or newly established a number of key committees related to the business execution in order to respond to ever-growing and increasingly diverse risks. The committees are as follows:

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To promote CSR-oriented management, we believe it is imperative that two elements of CSR function interactively; namely, the reinforcement of the management infrastructure such as governance and internal control, and employees’ recognition and understanding of our management philosophy which drives them to proactively undertake to do good work. We have carried out the following activities in line with this concept during the year ended March 2005. (For further information about CSR activities, please see our CSR report for 2004 posted on the company website.)

We have seriously reflected on the implications and our social responsibility connected with the DPF incident that came to light in November 2004, and are committed to make our very best to improve corporate ethics while moving ahead with the promotion of the CSR management. We also aim to implement responsive measures based on our continuous dialogues with many stakeholders, and will work hard to rapidly recover social trust in our Company and its operations.

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Highlights of Consolidated Financial Results for the Year Ended March 31, 2005

1. Summary of Operating Results for the Year Ended March 31, 2005

(1) Results of Operations

Gross Profit

Other Expenses (Income)

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Equity in earnings of associated company

Metal Products & Minerals Segment

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Machinery, Electronics & Information Segment

Chemical Segment

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Energy Segment

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Consumer Products & Services Segment

Logistics & Financial Markets Segment

Americas Segment

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Europe Segment

Other Overseas Areas Segment

2. Financial Conditions

(1) Assets, Liabilities and Shareholders’ Equity

Total assets as of March 31, 2005 increased by ¥877.4 billion to ¥7,593.4 billion compared with ¥6,716.0 billion

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as of the previous fiscal year-end.

As a result of above, shareholders’ equity to total assets ratio as of March 31, 2005 increased 0.5% to 14.8% compared to 14.3% as of March 31, 2004. Net interest-bearing liabilities, or interest-bearing liabilities minus cash and cash equivalents and time deposits as of March 31, 2005 was ¥2,736.2 billion, increased by ¥60.7 billion compared to ¥2,675.5 billion as of March 31, 2004. Net debt-to-equity ratio as of March 31, 2005 was 2.44 times

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compared to 2.78 times as of March 31, 2004

As a result, cash and cash equivalents as of March 31, 2005 were ¥791.8 billion, a ¥153.5 billion increase compared to ¥638.3 billion as of March 31, 2004.

3. Risk Factors

You should consider the risk factors set forth below do not represent all the risk factors of us, and changes in economic and other conditions could lead to outcomes that differ from those presented below. Further details will be discussed in Annual Security Report for the year March 2005 to be issued in June 2005.

(1) Risk factors derived from changes in market environments

Among others, followings are typical risk factors derived from changes in market environments.

The decrease 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, including our trading activities are affected by the particular economic conditions of the countries in which we operate. We are particularly vulnerable to the downward economic trends in Japan. In addition, an economic downturn in China, which has become an increasingly important market for us due to increasing trading and business transactions involving raw steel materials, steel products, chemical products and infrastructure projects, may also adversely affect our results of operations. An economic downturn, either globally or in any regions in which we operate may cause, among other things, a reduction in flow of goods and materials, a decline in private consumption and fixed investment, and subsequently a decrease in demand of our customers for our products and services, which may have an adverse impact on our business, results of operations and financial condition.

Fluctuations in commodity prices can adversely affect our results of operations and financial condition.

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We trade in a variety of commodities in the global commodities market including metal, energy, chemical and agricultural products. Our trading activities in these commodities in particular, have a significant impact on our business operations. As a result, unexpected movements in commodity prices may adversely affect our business, operating results and financial condition. For instance, the operating results of our oil and gas are sensitive to the price of crude oil. A decline of U.S.$1 per barrel in the price of crude oil results in a decrease in our net income of approximately ¥1 billion as of the year ended March 31, 2005. And with respect to our iron ore production, a decline of U.S.$1 per 1 ton in the price of iron ore results in a decrease in our net income approximately ¥2.6 billion as of the year ended March 31, 2005. These estimations are based on our annual production from above-mentioned activities calculated and foreign exchange rates during the year ended March 31, 2005, thus the sensitivities to these commodity prices for the year ended March 31, 2006 will vary.

Exchange rate fluctuations may adversely affect our operating results.

We are exposed to risks associated with foreign currency exchange rate fluctuations. 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 the financial statements of overseas subsidiaries are stated in the U.S. dollar, the Australian dollar, the Euro, 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. As a result, exchange rate fluctuations may negatively affect our operating results.

(2) Risks factors derived from failure to achieve compliance with laws, regulations and rules

Besides the risk factors related to strategic and management decision such as entry to or withdrawal from new market and control of subsidiaries and associated companies, risk factors derived from failure to achieve compliance with laws, regulations and rules could lead to outcome that affect our operating results and business negatively.

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.

As a global general trading company, we are involved in various projects and business transactions worldwide that are subject to extensive environmental laws and regulations. In particular, our Metal Products & Minerals Segment and Energy Segment may be adversely affected by present or future environmental regulations or enforcements in connection with our extracting 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.

And our associated company, Coronet Industries Inc. (“Coronet”), a former manufacturer of animal feed supplements, was under investigation by the U.S. Environmental Protection Agency (“EPA”) and the State of Florida regarding environmental conditions and former waste management practices at its plant in Florida.

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Coronet has started the discussion with the state and federal regulators to determine an appropriate site rehabilitation plan for amicable resolution. In addition, Coronet is also named as a defendant in civil actions initiated by residents living near the plant. Mitsui is also named as one of the defendants in some of these civil actions. These actions are both in their early stages.

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. There can be no assurance that the efforts we undertake to ensure employees’ compliance with applicable laws and regulations as well as our internal policies will succeed in preventing misconduct by our employees. Depending on its nature, employees’ misconduct could have negative effects on our results of operations and reputation. For instance, please refer to “3. Outline of DPF data falsification incident and Company’s responsive measures.”

4. Outlook for the Year Ending March 31, 2006

With regard to the outlook for the year ending March 31, 2006, we anticipate total trading transactions of ¥14,000 billion, increasing 2.83%, compared with ¥13,615 billion for the year ended March 31, 2005, and net income of ¥170 billion, increasing 40.4%, compared with ¥121.1 billion for the year ended March 31, 2005. These forecasts assume the average currency exchange rate of ¥100.00 = U.S. $1.00 and an average crude oil price of U.S. $42.00 per barrel (Japan Crude Cocktail)

A Cautionary Note on Forward-Looking Statements:

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

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Overview of our Operations and Principal Activities

We, Mitsui & Co., Ltd. (“Mitsui”) and its subsidiaries, are a general trading company engaging in a range of global business activities including general worldwide trading of various commodities, arranging financing for customers and suppliers in connection with our trading activities, organizing and coordinating international 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 include the sale, distribution, purchase, marketing and supply of wide variety of products including iron and steel, non-ferrous metals, machinery, electronics, chemicals, energy-related commodity and foods & retail, life-style and consumer service. We also participate in the development of natural resources such as oil, gas, iron and steel raw materials. In addition, we engage in 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 information technology (“IT”), biotechnology and nanotechnology. We also provide a wide range in the area of services of finance, transportation, communication, technology, and support for retail.

As of March 31, 2005, Mitsui has 723 subsidiaries and associated companies as set forth below.

The following is an overview of products and services provided by each of the operating segments and major subsidiaries and associated companies. The numbers in the parentheses indicate the number of subsidiaries and associated companies included in each respective operating segment.

Metal Products & Minerals Segment

Our Metal Products & Minerals Segment is engaged in the overseas development and trading of raw materials for iron, steel and non-ferrous metals, and in the domestic and global manufacturing, sale and trading of iron, steel and non-ferrous products.

Subsidiaries (45)

Mitsui Iron Ore Development Pty., Sesa Goa Limited, Mitsui-Itochu Iron Pty. Ltd., Mitsui Coal Holdings Pty. Ltd., Japan Collahuasi Resources B.V., Raw Materials Development Co., Ltd., Mitsui Bussan Raw Materials Development Corp., Ltd., Mitalco Inc., Mitsui Bussan Construction Materials Co., Ltd.

Associated companies (48)

Valepar S.A., BHP Mitsui Coal Pty. Ltd., Nippon Steel Trading Co., Ltd.

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Machinery, Electronics & Information Segment

The Machinery, Electronics & Information Segment engages in the following businesses: manufacturing, global marketing and sales, financing, leasing, and services involving electric machinery, industrial plants and systems, transportation equipment and systems, construction equipment, telecommunication systems, motor vehicles, marine and aerospace systems. We are also involved in IT and electronics related solutions business, marketing and sales of IT/electronics related products, components/materials, software and services.

Subsidiaries (90)

MBK Project Holdings Ltd., The Mitsui Rail Capital Holdings, Inc., Toyota Chile S.A., P.T. Bussan Auto Finance, Mitsui Automotive Europe B.V., Lepta Shipping Co., Ltd. Tombo Aviation Inc., Mitsui Bussan Aerospace Co., Ltd., Telepark Corp.(*), NextCom K.K(*)., Xion Holdings, Inc., TOYO Officemation, Inc.

(*) listed on Tokyo Sock Exchange

Associated companies (77)

P.T. Paiton Energy, Toyo Engineering Corporation, Shin Nippon Air Technologies Co., Ltd., Toyota Canada Inc., United Auto Group, Inc., PT Yamaha Indonesia Motor Manufacturing., Japan Automobile Auction Inc., Nihon Unisys, Ltd.

Chemical Segment

The operations of our Chemical Segment include the production, trading, and developing of chemical products both in Japan and overseas. We also promote development of new technologies in the fields of nanotechnology and biotechnology.

Subsidiaries (49)

P. T. Kaltim Pasifik Amoniak, Novus International, Inc., Fertilizantes Mitsui S.A Industria e Comercio, Nikken Fine Chemicals Co., Ltd., Daito Chemical Co., Ltd., Mitsui Bussan Plastics Co., Ltd., Nippon Trading Co., Ltd., Bussan Nanotech Research Institute Inc.

Associated companies (52)

Agro Kanesho Co., Ltd., TG Missouri Corporation, Advanced Composites Inc.

Energy Segment

Our Energy Segment is engaged in the general trading activities, manufacturing, development and distribution of various energy-related products including: crude oil and petroleum products such as gasoline, naphtha, jet fuel, kerosene, diesel oil, fuel oil, asphalt, petroleum coke, lubricants and liquefied petroleum gas, as well as liquefied natural gas.

Subsidiaries (23)

Mittwell Energy Resources Pty., Ltd., Wandoo Petroleum Pty Ltd., Mitsui E&P Australia Pty., Ltd., Mitsui E&P Middle East B.V., Mitsui Gas Development Qatar B.V., Mitsui LNG Nederland B.V., Arcadia Petroleum Ltd., Mitsui Oil Co., Ltd.

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Associated companies (12)

Japan Australia LNG(MIMI) Pty. Ltd., Sakhalin Energy Investment Company, Ltd., Mitsui Oil Exploration Co., Ltd., Kyokuto Petroleum Industries, Ltd., United Petroleum Development Co., Ltd.

Consumer Products & Services Segment

The Consumer Products & Services Segment is engaged, in Japan and other various overseas markets all over the world, in the business and operations of trading various consumer-related products and services such as foods, textile and fashion, general merchandise, building materials, real estate development including construction, consumer services, services for supporting retailers such as merchandising, logistics and inventory management and investment to the above-mentioned business areas.

Subsidiaries (77)

Mitsui Norin Co., Ltd., Mitsui Foods Co., Ltd., Wilsey Foods Inc., DAI-ICHI BROILER CO., LTD., Mitsui Bussan Inter-Fashon Ltd., Bussan Real Estate Development Co., Ltd., MBK Real Estate Ltd., Mitsui Bussan House-Techno, Inc.

Associated companies (77)

Mikuni Coca-Cola Bottling Co., Ltd., Shin Mitsui Sugar Co., Ltd., Nippon Brunswick Co., Ltd., ALCANTARA S.p.A., QVC Japan, Inc., AIM Services Co., Ltd., Sumisho & Mitsuibussan Kenzai Co., Ltd.

Logistics & Financial Markets Segment

This segment is engaged in logistics services, insurance and financial business in Japan and various overseas markets all over the world.

Subsidiaries (30)

Mitsui & Co., Energy Risk Management Ltd., Mitsui & Co. Precious Metals, Inc., Mitsui Bussan Futures Ltd., Nitto Logistics Co., Ltd., Mitsuibussan Insurance and Consulting Co., Ltd., Tri-Net (Japan) Inc.

Associated companies (7)

Mitsui Leasing & Development, Ltd., Quintiles Transnational Japan K.K.

Americas Segment

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

Trading subsidiaries (10)

Mitsui & Co. (U.S.A.), Inc., Mitsui & Co. (Canada) Ltd., Mitsui Brasileira Importacao e Exportacao S.A.

Subsidiaries (35)

Mitsui Steel Development Co., Inc., Channel Terminal Corp., Cornerstone Research & Development Inc., Westport Petroleum Inc., Portac, Inc.

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Associated companies (3)

TAMCO

Europe Segment

Europe Segment trades in various commodities and conducts related businesses led by overseas trading subsidiaries in Europe and Africa. Mitsui & Co. Europe PLC is authorized to manage the business of this segment as the center of its regional strategy. Also, this segment is responsible for carrying out diversified business activities together with its subsidiaries and associated companies in collaboration with the operating segments of the Head Office.

Trading subsidiaries (12)

Mitsui & Co. Europe PLC, Mitsui & Co. UK PLC, Mitsui & Co. Deutschland GmbH

Subsidiaries (7)

Associated companies (8)

Other Overseas Areas Segment

This segment includes all of our region-based subsidiaries, liaison offices and associated companies excluding those in our Americas and Europe Segments. The subsidiaries, liaison offices and associated companies in this segment are located primarily in China, the member countries of Association of Southeast Asian Nations (“ASEAN”), Oceania, the Middle East and Southwest Asia. Our Overseas Areas Segment is engaged in business activities that are essentially similar to that of Mitsui.

Trading subsidiaries (22)

Mitsui & Co. (Australia) Ltd., Mitsui & Co. (Hong Kong) Ltd., Mitsui & Co., (Thailand) Ltd., Mitsui & Co. (Taiwan) Ltd., Mitsui & Co. (Middle East) E.C., Mitsui & Co. (Shanghai) Ltd.

Subsidiaries (11)

Associated companies (11)

All Other

This is engaged in certain kinds of services such as development and marketing of systems, financing service and operation services to external customers and/or to the companies and associated companies.

Subsidiaries (16)

Mitsui Knowledge Industry Co., Ltd. (*), Bussan Credit Co., Ltd.

(*) listed on Tokyo Sock Exchange

Associated companies (1)

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Statements of Consolidated Income

(Millions of Yen)

36

Consolidated Balance Sheets

(Millions of Yen)

Assets

37

Liabilities and Shareholders’ Equity

(Millions of Yen)

38

Statements of Consolidated Shareholders’ Equity

(Millions of Yen)

39

(Millions of Yen)

40

Statements of Consolidated Cash Flows

(Millions of Yen)

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Basis of Financial Statements and Summary of
Significant Accounting Policies

I. Basis of Financial Statements

The accompanying consolidated financial statements of Mitsui & Co., Ltd. (the “Company”) and its subsidiaries (collectively, the “companies”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

II. Summary of Significant Accounting Policies

(1) Inventories

Inventories, consisting mainly of commodities and materials for resale, are stated at the lower of cost, principally on the specific-identification basis, or market.

(2) Debt and marketable equity securities

The companies classify debt and marketable equity securities, at acquisition, into one of three categories: held-to-maturity, available-for-sale or trading under provisions of Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” Trading securities are carried at fair value and unrealized holding gains and losses are included in earnings.
Debt securities are classified as held-to-maturity and measured at amortized cost in the Consolidated Balance Sheets only if the companies have the positive intent and ability to hold those securities to maturity. Premiums and discounts amortized in the period are included in interest income. Debt and marketable equity securities other than those classified as trading or held-to-maturity securities are classified as available-for-sale securities and carried at fair value with such unrealized holding gains and losses reported as “Unrealized holding gains and losses on available-for-sale securities” in Shareholders’ Equity after income tax effects.

(3) Depreciation

Depreciation of property and equipment (including property leased to others) is computed principally under the declining-balance method for assets located in Japan and under the straight-line method for assets located outside Japan, using rates based upon the estimated useful lives of the related property and equipment. Mineral rights are amortized over their respective estimated useful lives, using the straight-line method or the unit-of-production method.

(4) Pension and severance indemnities plans

The companies have pension plans and/or severance indemnities plans covering substantially all employees other than directors. The costs of the pension plans and severance indemnities plans are accrued based on amounts determined using actuarial methods in accordance with SFAS No. 87, “Employers’ Accounting for Pensions.”

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(5) Derivative instruments and hedging activities

All derivative instruments are recognized and measured at fair value as either assets or liabilities and changes in the fair value are currently recognized in earnings or reported as “Net unrealized gains and losses on derivatives” in Shareholders’ Equity after income tax effects, depending on the intended use of the derivative instruments and its resulting hedge designation.

(6) Business combinations and intangible assets

Under provisions of SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets,” all business combinations are accounted for using the purchase method, and goodwill acquired upon business combinations and indefinite-lived intangible assets are tested for impairment annually or more frequently if impairment indicators arise.

(7) Discontinued operations

The companies present the results of discontinued operations (including operations of a subsidiary that either has been disposed of or is classified as held for sale) as a separate line item in the Statements of Consolidated Income under “Income (Loss) from Discontinued Operations — Net (After Income Tax Effect)” in accordance with SFAS No. 144. The amounts in the Statements of Consolidated Income and the Statements of Consolidated Cash Flows for the previous periods have been reclassified.

(8) Asset retirement obligations

Under provisions of SFAS No. 143, “Accounting for Asset Retirement Obligations,” the companies record a liability for an asset retirement obligation at fair value in the period in which it is incurred. When the liability is initially recorded, the companies capitalize the related cost by increasing the carrying amount of the long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.

(9) Revenue presentation

The revenues are presented in accordance with EITF No. 99-19 and are classified by major class as required by the SEC Regulation S-X, Rule 5-03.

Subsequent to the issuance of the consolidated financial statements for the year ended March 31, 2004, the companies determined to classify financing revenues and costs of certain subsidiaries engaged mainly in external consumer financing from interest income and expense to other sales and cost of other sales, respectively. This change reflects the increasing financing operations of the subsidiaries and has been made to more fairly present their financing transactions in the Statements of Consolidated Income. Specifically, the companies reclassified the financing revenues and costs from “Interest income” and “Interest expense” to “Other sales” and “Cost of other sales,” respectively, and restated the Statements of Consolidated Income for the prior year to conform to the current year presentation. As a result of this restatement, “Other sales,” “Cost of other sales” and “Gross Profit” increased by ¥6,938 million, ¥1,887 million and ¥5,051 million, respectively, and “Interest income” and “Interest expense” decreased by ¥6,938 million and ¥1,887 million, respectively, in the Statements of Consolidated Income for the year ended March 31, 2004. This restatement had no impact on net income or shareholders’ equity.

(10) Consolidation of variable interest entities

The variable interest entities where the Company or one of its subsidiaries is a primary beneficiary are consolidated in accordance with FASB Interpretation No. 46, “Consolidation of Variable Interest Entities (revised in December 2003) — an Interpretation of ARB No. 51”.

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(11) Classification of mineral rights

The companies adopted EITF No. 04-2, “Whether Mineral Rights are Tangible or Intangible Assets,” and FASB Staff Position (“FSP”) Nos. FAS 141-1 and FAS 142-1 which amends SFAS No. 141 and 142 for the year ended March 31, 2005. EITF No. 04-2, FSP Nos. FAS 141-1 and FAS 142-1 require mineral rights held by mining entities other than oil and gas producing entities that are within the scope of SFAS No. 19, “Financial Accounting and Reporting by Oil and Gas Producing Companies,” be accounted for as tangible assets.

(12) Investments in limited liability companies (“LLCs”)

The companies adopted EITF No. 03-16, “Accounting for Investments in Limited Liability Companies,” during the year ended March 31, 2005. EITF No. 03-16 requires investments of more than 3 to 5 percent in an LLC that maintain a specific ownership account for each investor be accounted for by the equity method.

(13) Reclassification

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

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Net Income per Share

The following is a reconciliation of basic net income per share to diluted net income per share for the years ended March 31, 2005 and 2004:

Year ended March 31, 2005 (from April 1, 2004 to March 31, 2005)

Year ended March 31, 2004 (from April 1, 2003 to March 31, 2004)

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Segment Information

1. Operating Segment Information

Year ended March 31, 2005 (from April 1, 2004 to March 31, 2005)

(Millions of Yen)

Year ended March 31, 2004 (from April 1, 2003 to March 31, 2004) (As restated)

(Millions of Yen)