Final Results

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This announcement is for our U.S.$5,000,000,000 Euro Medium Term Note Programme authorised by UKLA on 10th September 2009.

Annual accounts 2009/2010

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

Amsterdam

 

Annual accounts 2009/2010

  • Report of the Supervisory Board to the shareholders
  • Report of the Managing Board
  • Financial statements
  • Other information

Report of the Supervisory Board to the shareholders

We have pleasure in presenting the financial statements for the year ended 31 March 2010 of Mitsui & Co. Financial Services (Europe) B.V., together with the report of the Managing Board.

The financial statements have been audited by Deloitte Accountants B.V. In connection with this, we refer to the auditor’s report included in the section “Other information”.

We ask you to adopt the financial statements for the year ended 31 March 2010 as they stand and to release the members of the Managing Board from further responsibility in respect of their management and the members of the Supervisory Board in respect of the supervision thereof for the year ended 31 March 2010.

Change of members of the Supervisory Board

On 30 October 2009, Mr. A. Takahama resigned as Supervisory Director.

Amsterdam, 9 July 2010

Supervisory Board:

M. Ito

K. Ogura

Report of the Managing Board

The Managing Board of Mitsui & Co. Financial Services (Europe) B.V. (“the Company”) is pleased to present its report and audited financial statements for the year ended 31 March 2010.

Activities and general corporate strategy

The Company’s main operations are raising funds in the capital market and by borrowing from banks for financing the business activities of Mitsui & Co.’s overseas subsidiaries mainly in Europe, Middle East and Africa areas. The Company enters into derivative transactions (principally interest rate swaps, currency swaps and forward foreign exchange contracts) in order to manage currency and interest rate fluctuation risks from the Company’s operations and its sources of finance.

Fundamental analysis of risks

Fundamentally, the Company does not bear any significant risks in financial operations. Currency and interest rate fluctuation risks are well managed by using financial derivative instruments as mentioned above, and also by performing efficient asset and liability management. Financial derivative instruments are used basically for hedging purposes.

Results and financial position

The Company completed the year with a profit of EUR 6.668K, which is higher than the previous year’s loss of EUR 14K. The average spread for the year ended 31 March 2010 increased sharply from 0,05% to 0,79%. Due to this large increase in spread, the operating result for the year ended 31 March 2010 increased by 558% compared to 31 March 2009.

The sharp increase in spread is reflecting enlargement of the interest margins including dissolution of the negative spreads through the well-run ALM operation and revision of the Global CMS interest rate.

In addition, the difference of 1-month Libor and 3-month Libor got small recently. This market environment attributed to the good margin between loans and borrowings.

Furthermore, the Company introduced surcharge interest of 0,5% to Mitsui & Co. Energy Risk Management Ltd. for its loan from January 2009 till September 2009 in order to raise its “risk vs reward” conscious strategy. This surcharge also led to the high margin compared with the year ended 31 March 2009.

Outlook

The Company will continue to act mainly as a funding vehicle and a fund provider for Mitsui & Co.’s overseas subsidiaries mainly in Europe, Middle East and Africa areas, and intends to expand its current activities. The Company expects a relatively constant level of lending assets and net interest income in the coming years, although it depends on borrowing demands in business activities of Mitsui & Co.’s subsidiaries. The Company has sufficient sources of liquidity available to meet such borrowing demands.

Amsterdam, 9 July 2010

Managing Board:

H. Mikayama

Y. Nozaki

 
Financial statements
  • Balance sheet
  • Profit and loss account
  • Cash flow statement
  • Notes to the financial statements

Balance sheet as at 31 March 2010

(Before appropriation of result)                  
Note    

31.03.2010

    31.03.2009 Note    

31.03.2010

    31.03.2009
EUR 000 EUR 000 EUR 000 EUR 000
Assets Shareholders’ equity and liabilities
 
Fixed assets Shareholders’ equity 5
 
Tangible fixed assets 1 41 52 Share capital paid up and called up 17.244 17.244
Retained earnings (14) 0
Financial fixed assets: Result for the year 6.668 23.898 (14) 17.230
Loans to related companies 2 140.576 133.084
Other loans and receivables 3 2 140.578 12 133.096 Long-term liabilities
 
Current assets Debenture loans 6 83.493 84.828
Bank loan 7 115.271 198.764 63.005 147.833
Receivables:
Related companies 1.110.294 1.324.493 Short-term liabilities
Other receivables 16.482 24.304
Prepayments 41 31 Debenture loans 6 23.706 92.095
Taxes and social security contributions 15 1.126.832 0 1.348.828 Related companies 1.145.247 887.486
Due to credit institutions 7 113.539 350.710
Cash 4 241.729 17.691 Taxes and social security contributions 50 15
    Other payables 3.976   1.286.518 4.298   1.334.604
1.509.180 1.499.667 1.509.180 1.499.667

Profit and loss account 2009/2010

   
Note

2009/2010

2008/2009
EUR 000 EUR 000
   
Financial income:
Interest income 10 24.827 61.845
Other financial income 56 24.883 58 61.903
 
Financial expense:
Interest expense 10 13.593 53.614
Other financial expense 11 640   14.233 6.689   60.303
Financial result 10.650 1.600
 
Operating expenses:
Wages and salaries 715 758
Social security contributions 43 56
Depreciation of tangible fixed assets 11 10
Other operating expenses 945   1.714 792   1.616
Net result before taxation 8.936 (16)
 
Taxation 12 2.268 (2)
Net result for the year 6.668 (14)

Cash flow statement 2009/2010

   
Note

2009/2010

2008/2009
EUR 000 EUR 000
Cash flow from operating activities:    
Net result for the year 6.668 (14)
 
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 11 10
Operating cash flow before movement in

operating assets and liabilities

6.679

(4)

 
Adjustments for net change in operating assets and
liabilities:
Change in receivables (including related companies) 222.021 (145.530)
Change in prepayments (10) 16
Change in payables (including related companies) 257.439 191.638
Change in taxes and social security contributions 20 210
Change in accrued liabilities 0 (176)
Change in loans to related companies (7.492) 66.794
Change in other loans and receivables 10 12
Change in debenture loans (69.724) (101.977)
Change in bank borrowings and commercial papers (161.333)   240.931 (22.718)   (11.731)
Net cash provided by/(used in) operating

activities

247.610

(11.735)

 
Cash flow from investment activities:
Net investment in tangible fixed assets 0 (19)
Net cash used in investment activities 0 (19)
 
Cash flow from financing activities:
Dividend paid 0 (1.688)
Net cash used in financing activities 0 (1.688)
   
Net increase/(decrease) in cash and cash equivalents 247.610 (13.442)
 
Cash and cash equivalents at beginning of period 13 (22.555) (9.113)
Cash and cash equivalents at end of period 13 225.055 (22.555)

Notes to the financial statements

General

Activities

Mitsui & Co. Financial Services (Europe) B.V. (“the Company”) was incorporated under the laws of the Netherlands on 21 June 1974 and has its legal seat in Amsterdam, the Netherlands, with office at Amsteldijk 166, Amsterdam. The Company acts as a finance company.

Group structure

The Company was a directly and indirectly wholly-owned subsidiary of Mitsui & Co., Ltd., incorporated in Japan. As at 29 July 1999, the shares of the Company were transferred to Mitsui & Co. Europe Holdings Plc., incorporated in the United Kingdom. As at 29 June 2006, 75% of the shares of the Company were transferred from Mitsui & Co. Europe Holdings Plc. to Mitsui & Co., Ltd.

The financial information of the Company is included in the consolidated financial statements of Mitsui & Co., Ltd.

Accounting principles

General

The financial statements have been prepared in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

The financial statements have been prepared under the historical cost convention in accordance with accounting principles generally accepted in the Netherlands. Assets and liabilities are stated at face value, unless indicated otherwise.

Income and expenses are accounted for on an accrual basis. Income is only included when realized. Loss contingencies, which can be reasonably estimated, are taken into account if, prior to the preparation of the financial statements, information became available that an asset has been impaired or a liability has been incurred at balance sheet date.

Foreign currency translation

Receivables, liabilities and obligations denominated in foreign currency are translated at the exchange rates prevailing at balance sheet date.

Transactions in foreign currency during the financial year are recognized in the financial statements at the exchange rates prevailing at transaction date. The exchange differences resulting from the translation as at balance sheet date, taking into account possible hedge transactions, are recorded in the profit and loss account.

Financial instruments

Financial instruments can be both primary financial instruments, such as receivables and payables, and financial derivatives. For the principles of primary financial instruments, reference is made to the treatment per balance sheet item.

Financial derivatives whose underlying value is not listed are recognized at cost.

The foreign currency components of both the hedged balance sheet items and the currency forward contracts that act as hedge instrument, are recognized at the rate as at balance sheet date.

Principles of valuation of assets and liabilities

Tangible fixed assets

Tangible fixed assets are stated at cost, less accumulated depreciation. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use.

Annual depreciation rates are as follows:

  • Other fixed assets: 12,5% to 33,3% per year of acquisition costs

Financial fixed assets

Loans to related companies:

These are loans to companies whose shares are held directly and indirectly by the ultimate parent company. All loans are guaranteed by the ultimate parent company.

Upon initial recognition the receivables and loans to related companies and other loans and receivables are valued at fair value and then valued at amortized cost, which equals the face value, after deduction of any provisions.

Current assets

Receivables:

Upon initial recognition the receivables are included at fair value and then valued at amortized cost, which equals the face value, less any provisions for doubtful accounts. These provisions are determined by individual assessment of the receivables.

Long-term liabilities

Recorded interest-bearing loans and liabilities are valued at amortized cost.

Principles for the determination of the result

Result

Revenues from financing activities are recorded during the period of financing. Loss contingencies, which can be reasonably estimated, are taken into account if, prior to the preparation of the financial statements, information became available that an asset has been impaired or a liability has been incurred at balance sheet date.

Taxation on profit

Taxation on profit is based upon the result as shown in the profit and loss account and taking into account tax facilities. Taxation is calculated at the nominal rate.

Principles for compiling the cash flow statement

The cash flow statement has been prepared according to the indirect method.

Notes to the specific items of the balance sheet

1. Tangible fixed assets

The movements in tangible fixed assets can be specified as follows:

 
Other fixed assets
2009/2010 2008/2009
EUR 000 EUR 000
 
Book value as at 1 April 52 43
Investments 0 19
52 62
Depreciation 11 10
Book value as at 31 March 41 52
 
Accumulated depreciation as at 31 March 61 50

2. Loans to related companies

Specification of movements:

 
2009/2010 2008/2009
EUR 000 EUR 000
 
Balance as at 1 April 133.084 199.878
Additions 102.090 10.376
Transfer to current assets (76.482) (91.819)
Currency translation differences (18.116) 14.649
Balance as at 31 March 140.576 133.084

3. Other loans and receivables

Specification of movements:

 
2009/2010 2008/2009
EUR 000 EUR 000
 
Balance as at 1 April 12 24
Transfer to current assets (10) (12)
Balance as at 31 March 2 12

4. Cash

The cash can be specified as follows:

 

31.03.2010

31.03.2009

EUR 000 EUR 000

 

Current accounts 241.729 17.691

Cash is at the free disposition of the Company.

5. Shareholders’ equity

The movements in shareholders’ equity can be summarized as follows:

       
Share capital

paid up and

called up

Retained

earnings

Result for the year

Total

Total

2009/2010

2008/2009
EUR 000 EUR 000 EUR 000 EUR 000 EUR 000
 
Book value as at 1 April 17.244 0 (14) 17.230 18.932
Appropriation of result 0 (14) 14 0 0
Dividend paid 0 0 0 0 (1.688)
Result for the year 0 0 6.668 6.668 (14)
Book value as at 31 March 17.244 (14) 6.668 23.898 17.230

The authorized share capital amounts to EUR 85.000.000 and is divided into 85.000 shares of EUR 1.000 each. The issued and paid-in share capital amounts to EUR 17.244.000 and consists of 17.244 shares of EUR 1.000 each.

6. Debenture loans (long term and short term)

This item comprises Medium Term Notes issued. All debenture loans are guaranteed by the ultimate parent company.

Remaining term:

 

31.03.2010

31.03.2009
EUR 000 EUR 000
The loan portion can be analyzed as follows:
< 1 year 23.706 92.095
1-5 years 52.768 50.740
> 5 years 30.725 34.088
107.199 176.923

Almost all of the debentures are denominated in JPY. The average interest rate is 1,39% (2008/2009: 1,43%).

7. Bank loan

 

31.03.2010

31.03.2009
EUR 000 EUR 000
Remaining term can be analyzed as follows:
< 1 year 113.539 350.710
1-5 years 67.351 63.005
> 5 years 47.920 0
228.810 413.715

The average interest rate of the bank loan is 3,01% (2008/2009: 3,72%).

8. Financial instruments

For the notes to financial instruments reference is made to the specific item by item note. Below, the financial derivatives of the Company and the related risks are disclosed.

- Currency risks

Currency exchange risk exists if the profits of a company are adversely affected by changes in the exchange rates due to foreign exchange fluctuations on transactions if denominated in different currencies. Transactions can be in any currency, but mainly EUR, GBP, JPY and USD. Often excess cash is in USD whereas fund requirements are made in EUR or another currency. However, as a policy, the Company enters into currency hedging contracts for mitigating this risk. Therefore, the foreign exchange risk is not substantial.

- Interest risks

The Company is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities and assets. The Company manages interest rate risk exposure partly by using natural hedges that arise from offsetting interest rate sensitive assets and liabilities and partly through the use of derivative financial instruments such as interest rate swaps for the purpose of hedging, where necessary. Under the interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between the fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts. Interest differentials are accrued and recorded as adjustments to the interest expense relating to the hedged items. In management’s opinion, there is no material impact on profit or loss arising from the Company’s interest rate sensitivity as the interest rate risk exposure is managed using natural hedge and the use of the derivatives financial instruments as mentioned above.

- Credit risks

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted the policy of dealing only with creditworthy related counterparties and obtaining letters of guarantee from its holding company where appropriate, as a means of mitigating the risk of financial losses from defaults. The Company does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics, except that the Company has significant loan receivables from its group companies. The credit risk on cash, fixed deposits and derivative financial instruments is limited because counterparties are banks with high credit-rating assigned by international credit-rating agencies. All the Company’s financial assets are neither past due nor materially impaired.

- Fair value per category of financial derivatives

As at 31 March 2010, the outstanding currency forward contracts regarded the purchase of GBP 72 million, USD 980,4 million and EUR 3,4 million and the sale of NOK 25,1 million, SEK 3,4 million, JPY 4,7 billion, GBP 507 million and EUR 200 million. The fair value amounted to approximately EUR 0,9 million positive. Book value of EUR 2,3 million is included in other receivables and EUR 1,3 million is included in other payables. As at 31 March 2009, the outstanding currency forward contracts regarded the purchase of GBP 105 million and EUR 120 million and the sale of USD 317,4 million. The fair value amounted to approximately EUR 5,7 million positive. Book value of EUR 5,7 million is included in other receivables.

The notional amount of outstanding swap contracts as at 31 March 2010 was JPY 11,5 billion and USD 85,3 million against USD 74,2 million and EUR 88,4 million. The fair value amounted to approximately EUR 11,3 million positive. Book value of EUR 13,8 million is included in other receivables and EUR 2,4 million is included in other payables in the balance sheet. As at 31 March 2009, the notional amount of outstanding swap contracts was JPY 21,1 billion and USD 20 million against USD 129,5 million and EUR 63,2 million. The fair value amounted to approximately EUR 16,9 million positive. Book value of EUR 19,3 million is included in other receivables and EUR 2,4 million is included in other payables in the balance sheet.

- Fair value per category of financial instruments

As at 31 March 2010, loans to related companies with a book value of EUR 140,6 million in fixed assets have a fair value of EUR 142,4 million based on the discounted cash flow calculation. Debenture loans with a book value of EUR 83,5 million in long-term liabilities have a fair value of EUR 105,6 million based on the discounted cash flow calculation. Bank loans with a book value of EUR 115,3 million in long-term liabilities have a fair value of EUR 116,6 million based on the discounted cash flow calculation. As at 31 March 2009, loans to related companies with a book value of EUR 131,0 million in fixed assets have a fair value of EUR 132,8 million based on the discounted cash flow calculation. Bank loans with a book value of EUR 63,0 million in long-term liabilities have a fair value of EUR 64,7 million based on the discounted cash flow calculation.

There is no major difference between fair value and carrying amounts of other assets and liabilities.

9. Commitments and contingencies

The Company has no contingent liabilities as at 31 March 2010.

The Company has been issued a bank guarantee by the Bank of Tokyo - Mitsubishi of EUR 21.459 (2008/2009: EUR 19.450) relating to contingent rental expenses. The rental agreement expires on 30 September 2012.

The Company has credit facilities amounting to EUR 1.305 million as at 31 March 2010 (2008/2009: EUR 1.412 million). The Company used EUR 176 million (2008/2009: EUR 414 million) of its facilities.

Notes to the specific items of the profit and loss account

10. Related parties

Approximately 90,9% (2008/2009: 91,1%) of interest income and 34,8% (2008/2009: 41,9%) of interest expense regarded transactions with related parties. The transactions with related parties are conducted on an arm’s length basis.

11. Other financial expense

This item mainly comprises exchange losses.

12. Taxation

Taxable income represents all income and expense items.

This item can be specified as follows:

 

2009/2010

2008/2009
EUR 000 EUR 000
 
Corporate income tax 2.268 (2)

The corporate income tax is calculated at the applicable weighted statutory tax rate.

Notes to the cash flow statement

13. Breakdown of cash and cash equivalents

     
  EUR 000
 
Cash as at 31 March 2009 17.691
Bank overdraft as at 31 March 2009 (40.246)
Cash and cash equivalents as at 31 March 2009 (22.555)
 
Balance sheet movements of cash and cash equivalents in 2009/

2010

247.610
 
Cash as at 31 March 2010 241.729
Bank overdraft as at 31 March 2010 (16.674)
Cash and cash equivalents as at 31 March 2010 225.055

Other notes

Auditor’s remuneration

           
    2009/2010     2008/2009
Deloitte Other Deloitte Other
Accountants Deloitte Total Accountants Deloitte Total
B.V. network network B.V. network network
EUR EUR EUR EUR EUR EUR
 
Audit of the financial statements

106.050

0

106.050

102.021

0

102.021

Other audit engagements 51.050 0 51.050 71.728 0 71.728
Tax advisory services 53.550 0 53.550 0 0 0
Other non-audit services 0 0 0 0 0 0
210.650 0 210.650 173.749 0 173.749

Employees

During the fiscal year 2009/2010, the average number of employees of the Company was 8 (2008/2009: 8).

Remuneration Board of Managing Directors

During the year, only one Managing Director received a remuneration. Based on section 2:383 of the Netherlands Civil Code, the disclosure of the amount has been omitted.

Remuneration Board of Supervisory Directors

There are two Supervisory Directors as at 31 March 2010, who received no remuneration for the year 2009/2010 (2008/2009: three Supervisory Directors).

Signing of the financial statements

Amsterdam, 9 July 2010

Managing Board:   Supervisory Board:
H. Mikayama M. Ito
Y. Nozaki K. Ogura

Other information

Auditor’s report

The auditor’s report is recorded on the next page.

Statutory rules concerning appropriation of the result

According to Paragraph 12 of the Articles of Association of the Company, profits are at the disposal of the General Meeting of Shareholders.

Proposed appropriation of the result for the year 2009/2010

Awaiting the decision by the shareholders, the net profit for the year 2009/2010 amounting to EUR 6.668.000 is separately included in the shareholders’ equity as unappropriated net result.

  Deloitte Accountants B.V.
Orlyplein 10
1043 DP Amsterdam
P.O.Box 58110
1040 HC Amsterdam
Netherlands

Tel: +31 (88) 2882888
Fax: +31 (88) 2889739
www.deloitte.nl

 
Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam number 24362853. Member of
Deloitte Touche Tohmatsu

To the shareholders of

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

Amsterdam

Date
9 July 2010

Auditor’s report

Report on the financial statements

We have audited the accompanying financial statements 2009/2010 of Mitsui & Co. Financial Services (Europe) B.V., Amsterdam, which comprise the balance sheet as at 31 March 2010, the profit and loss account for the year then ended and the notes.

Management’s responsibility

Management is responsible for the preparation and fair presentation of the financial statements and for the preparation of the report of the Managing Board, both in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of Mitsui & Co. Financial Services (Europe) B.V. as at 31 March 2010, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Report on other legal and regulatory requirements

Pursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the extent of our competence, that the report of the Managing Board is consistent with the financial statements as required by 2:391 sub 4 of the Netherlands Civil Code.

Deloitte Accountants B.V.

already signed: A.A. Osinga

Short Name: Mitsui & Co. Financial Services (Europe) B.V.
Category Code: FR
Sequence Number: 236650
Time of Receipt (offset from UTC): 20100817T190802+0100

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