UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2009 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number 0-9929 MITSUI BUSSAN KABUSHIKI KAISHA (Exact name of Registrant as specified in its charter) MITSUI & CO., LTD. (Translation of Registrant’s name into English) JAPAN (Jurisdiction of incorporation or organization) 2-1, OHTEMACHI 1-CHOME, CHIYODA-KU, TOKYO 100-0004, JAPAN (Address of principal executive offices) Katsurao Yoshimori, 81-3-3285-7533, [email protected] (Name, Telephone, E-mail Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of Each Class Name of Each Exchange On Which Registered Common Stock Nasdaq Stock Market Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of March 31, 2009, 1,821,158,020 shares of common stock were outstanding including 17,319,480 shares represented by an aggregate of 865,974 American Depositary Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ‘ No ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP È International Financial Reporting Standards as issued Other ‘ by the International Accounting Standards Board ‘ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ‘ Item 18 ‘ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È Certain References and Information As used in this report, “Mitsui” is used to refer to Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha), “we”, “us”, and “our” are used to indicate Mitsui & Co., Ltd. and subsidiaries, unless otherwise indicated. “Share” means one share of Mitsui’s common stock, “ADS” means an American Depositary Share representing 20 shares, and “ADR” means an American Depositary Receipt evidencing one or more ADSs. Also, “dollar” or “$” means the lawful currency of the United States of America, and “yen” or “¥” means the lawful currency of Japan. All financial statements and information contained in this annual report have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, except where otherwise noted. A Cautionary Note on Forward-Looking Statements This annual report includes forward-looking statements based on our current expectations, assumptions, estimates and projections about our business, our industry and capital markets around the world. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “expect”, “anticipate”, “estimate”, “plan” or similar words. The forward-looking statements in this annual report are subject to various risks, uncertainties and assumptions. These statements discuss future expectations, identify strategies, contain projections of results of operations or of our financial position, or state other forward-looking information. Known and unknown risks, uncertainties and other factors could cause our actual operating results to differ materially from those contained or implied in any forward-looking statement. Our expectations expressed in these forward-looking statements may not turn out to be correct, and our actual results could materially differ from and be worse than our expectations. Important risks and factors that could cause our actual results to differ materially from our expectations are discussed in this “Item 3.D. Risk Factors” or elsewhere in this annual report and include, without limitation: • changes in economic conditions that may lead to unforeseen developments in markets for products handled by us; • fluctuations in currency exchange rates that may cause unexpected deterioration in the value of transactions; • adverse political developments in the various jurisdictions where we operate, which among things, may create delays or postponements of transactions and projects; • changes in laws, regulations or policies in any of the countries where we conduct our operations; and • significant changes in the competitive environment. We do not assume, and specifically disclaim, any obligation to update any forward-looking statements which speak only as of the date made. 2 TABLE OF CONTENTS Page PART I ............................................................................... 5 Item 1. Identity of Directors, Senior Management and Advisers ................................. 5 Item 2. Offer Statistics and Expected Timetable ............................................. 5 Item 3. Key Information ................................................................ 5 A. Selected Financial Data .......................................................... 5 B. Capitalization and Indebtedness ................................................... 7 C. Reasons for the Offer and Use of Proceeds ........................................... 7 D. Risk Factors ................................................................... 7 Item 4. Information on the Company ...................................................... 14 A. History and Development of the Company ........................................... 14 B. Business Overview .............................................................. 18 C. Organizational Structure ......................................................... 55 D. Property, Plant and Equipment .................................................... 60 Item 4A. Unresolved Staff Comments ..................................................... 74 Item 5. Operating and Financial Review and Prospects ........................................ 74 A. Operating Results ............................................................... 74 B. Liquidity and Capital Resources ................................................... 136 C. Research & Development ........................................................ 150 D. Trend Information .............................................................. 150 E. Off-Balance Sheet Arrangements .................................................. 150 F. Tabular Disclosure of Contractual Obligations ........................................ 151 Item 6. Directors, Senior Management and Employees ........................................ 152 A. Directors and Senior Management ................................................. 152 B. Compensation .................................................................. 161 C. Board Practices ................................................................ 162 D. Employees .................................................................... 165 E. Share Ownership ............................................................... 167 Item 7. Major Shareholders and Related Party Transactions .................................... 167 A. Major Shareholders ............................................................. 167 B. Related Party Transactions ....................................................... 169 C. Interests of Experts and Counsel ................................................... 170 Item 8. Financial Information ............................................................ 170 A. Consolidated Statements and Other Financial Information ............................... 170 B. Significant Changes ............................................................