BALANCE SHEET (Translation) As of March 31, 2009 (Millions of yen) Account item ASSETS Current assets Cash and deposits Notes receivable-trade Installment contract receivables Lease receivables Lease investment assets Loans receivables to customers Other loans receivables to customers Lease contract receivables Other operating assets Marketable securities Advance on contracts Prepaid expenses Accrued income Short-term loans receivables Deferred tax assets Other current assets Allowance for doubtful receivables Fixed assets Tangible assets Property for lease and rent Property for lease and rent Allowance for loss on disposal of property for lease and rent Advances on property for lease and rent Amount 1,240,376 52,627 1,691 213,747 106,235 554,027 99,600 127,379 2,835 22,459 520 2,495 5,731 873 68,770 7,282 9,667 (35,570) 138,293 33,517 31,968 32,988 (1,129) 110 193 2,579 3,237 98,191 20,518 25,753 26,849 Stockholders’ equity Capital stock Capital surplus Other capital surplus Retained earnings Earned surplus reserve Other retained earnings Long-term deferred tax assets Long-term money deposited Other investments Allowance for doubtful receivables Total assets 5,509 Unappropriated 298 Valuation and translation adjustments Net unrealized gain on available-for-sale securities Deferred gains (losses) on hedges 10,441 4,258 7,796 (3,233) 1,378,670 Total net assets Total liabilities and net assets 1 17,756 7,868 110 7,391 17,091 9,831 69 31,299 885 1,970 590,113 6,017 512,695 53,480 407 NET ASSETS 6,584 54,840 Long-term deferred income (1) Intangible assets 747,651 6,034 20,515 247,204 2,000 278,354 44,429 11,473 573 575 1,548 Amount Guarantee deposits received Provision for employees’ retirement benefits Provision for directors’ retirement benefits Other long-term liabilities Total liabilities Own-used assets Property for lease and rent Property for lease and rent Allowance for loss on disposal of property for lease and rent Goodwill Software Other intangible assets Investments and other assets Investment securities Investments in affiliated companies Long-term loans receivables Claims provable in bankruptcy, in rehabilitation and other Long-term prepaid expenses Account item LIABILITIES Current liabilities Notes payable-trade Accounts payable-trade Short-term borrowings Current portion of bonds Current portion of long-term debt Commercial papers Payables under securitized lease receivables Lease payables Accounts payables Accrued income taxes Accrued expenses Advances received on lease contracts Deposits received Deferred income Unrealized gross profits on installment contracts Provision for bonuses Other current liabilities Long-term liabilities Bonds Long-term debt Long-term payables under securitized lease receivables 4,546 21 1,472 1,337,765 41,222 2,000 36,264 36,264 2,958 412 2,545 2,545 (317) 404 (722) 40,905 1,378,670 STATEMENT OF OPERATIONS (Translation) For the year ended March 31, 2009 (Millions of yen) Account item Amount Revenues 122,219 Lease revenue Installment sales 27,388 Finance revenue 4,135 Other revenue 5,384 159,129 Costs 110,017 Cost of lease 24,184 Cost of installment sales 560 Cost of finance 4,570 Cost of other sales 5,955 Financing costs Gross profit 145,287 13,841 48,000 Selling, general and administrative expenses Operating loss 34,158 Non-operating income Interest and dividends received 2,292 121 Other 2,414 Non-operating expenses 901 Interest expenses 173 Other Ordinary loss 1,075 32,819 Special gains 0 Gain on sales of investment securities 0 Special losses 444 Head office transfer cost 22 Loss on disposal of fixed assets 124 Loss on valuation of investment securities Loss on valuation of investments in affiliated 2,682 companies 12 Loss on valuation of golf memberships Loss before income taxes 3,285 36,104 63 Income taxes-current (7,575) Income taxes-deferred Net loss 28,592 2 STATEMENT OF CHANGES IN NET ASSETS (Translation) For the year ended March 31, 2009 (Millions of yen) Stockholders’ equity Capital surplus Capital stock Balance at March 31, 2008 Retained earnings Other capital surplus ─ ─ 2,000 66,846 Earned surplus reserve ─ Other retained earnings Unappropriated ─ Total retained earnings Total stockholders’ equity ─ ─ ─ 68,846 31,137 31,550 969 (28,592) (28,592) (28,592) ─ ─ (Changes during the year) Increase by share transfers Increase (decrease) by merger (30,581) 412 Net loss Changes during the year for items other than stockholders’ equity (net) Total of changes during the year Balance at March 31, 2009 2,000 36,264 412 2,545 2,958 41,222 2,000 36,264 412 2,545 2,958 41,222 Valuation and translation adjustments Net unrealized gain on available-for-sale securities Balance at March 31, 2008 ─ Deferred gains (losses) on hedges Total valuation and translation adjustments ─ Total net assets ─ ─ ─ 68,846 ─ 969 ─ (28,592) (Changes during the year) Increase by share transfers Increase (decrease) by merger Net loss Changes during the year for items other than stockholders’ equity (net) Total of changes during the year Balance at March 31, 2009 404 (722) (317) (317) 404 (722) (317) 40,905 404 (722) (317) 40,905 3 NOTES TO FINANCIAL STATEMENTS (Translation) For the year ended March 31, 2009 (Notes to Significant Accounting Policies) 1. Valuation basis and methods applied for assets (1) Securities ① Trading securities………………………. ② Held-to-maturity debt securities………... ③ Investments in subsidiaries and affiliates. ④ Available-for-sale securities Those with determinable fair values.......... At fair value based on market price etc., as of the balance-sheet date. (The cost of securities sold is determined by the moving-average method.) At amortized cost or accumulated cost At cost determined by the moving-average method At fair value based on market price etc., as of the balance-sheet date. (All valuation differences are reported as a component of net assets. The cost of securities sold is determined by the moving-average method.) Those without determinable fair values..... At cost determined by the moving-average method (2) Derivative financial instruments......................... At fair value 2. Methods of depreciation and amortization applied for fixed assets (1) Property for lease and rent Property for lease and rent is depreciated under the straight-line method within the estimated lease and rent period, assuming that useful lives are the same as the estimated lease and rent period, and that residual values are the disposal price estimable at the end of the estimated lease and rent period. In some of the property for lease and rent, tangible assets are depreciated under the declining-balance method. However, buildings (excluding improvements) acquired on or after April 1, 1998 are depreciated under the straight-line method. Intangible assets are amortized under the straight-line method. (2) Other fixed assets Of the other fixed assets, tangible assets are depreciated under the declining-balance method while intangible assets are amortized under the straight-line method. However, buildings (excluding improvements) acquired on or after April 1, 1998 are depreciated under the straight-line method. Cost of purchased software of internal use are amortized under the straight-line method over internal useful lives (5 years). 3. Significant allowance and provisions (1) Allowance for doubtful receivables For general receivables, allowance for estimated uncollectible receivables is provided for at an adequate rate calculated based on the probability of bankruptcy, while allowance for certain categories including seriously doubtful receivables is provided for based on case-by-case collectability assessment. (2) Allowance for loss on disposal of property for lease and rent Allowance for the estimated loss is provided for the potential loss associated with disposal of the property for lease and rent. (3) Provision for bonuses Of the estimated amount of bonuses payable to employees in the following fiscal year, the portion attributable to their service during current fiscal year has been set aside as provision for employees’ bonuses. (4) Provision for employees’ retirement benefits 4 The Company provides for the estimated year-end liabilities for retirement benefits based on the projected benefit obligations and plan assets at the balance sheet date. Past service liabilities are recognized in each fiscal year as they arise. Actuarial differences are charged to income on a straight-line basis, beginning from the year after they are recognized, over the then average remaining years of service of employees (14 to 15 years). (5) Provision for directors’ retirement benefits Provisions for directors’ retirement benefits are provided in accordance with the internal rules, to meet the amount required at each balance sheet date. 4. Lease accounting Accounting policy for revenues and costs from finance lease transactions The Company adopts the method in which lease revenue and cost of lease are recorded at the time when lease fees are collectible. Accounting policy for revenues from operating lease transactions The Company records lease revenues corresponding to the elapsed period of the lease contract term, on the basis of the monthly lease fees collectible according to the lease contract for such contract term. (The Additional Information) Adoption of the accounting standards to lease transactions For non-ownership transfer finance lease transactions, both merged subsidiaries namely Mitsui Leasing & Development, Ltd. and Kyodo Leasing Co., Ltd. had previously accounted for as operating lease transactions. However, they have started to treat such transactions as normal sale and purchase contracts from this fiscal year, as a result of their adoption from the fiscal year beginning on April 1, 2008, of the “Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan (ASBJ) Statement No. 13 issued by the First Subcommittee of the Business Accounting Council on June 17, 1993 and revised on March 30, 2007) and the “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No. 16 issued by the Accounting System Subcommittee of the Japanese Institute of Certified Public Accountants on January 18, 1994 and revised on March 30, 2007). (Lessor) For non-ownership transfer finance lease transactions with lease contract dates starting prior to the beginning of the first year adopting the aforementioned accounting standard and guidance, these merged subsidiaries namely Mitsui Leasing & Development, Ltd. and Kyodo Leasing Co., Ltd. recorded as the value of lease investment assets as at April 1, 2008, adequate book value (after the deduction of cumulative amount of depreciation) of fixed assets at the end of the previous fiscal year (March 31, 2008) which is the first year adopting the aforementioned accounting standard and guidance. Meanwhile for such transactions during the residual period after the adoption of the aforementioned accounting standard and guidance, they allocate the sum equivalent to interests to each period contained within the lease terms on a straight-line basis. Non-ownership transfer finance lease transactions with lease contract dates starting after the beginning of the first year adopting the aforementioned accounting standard and guidance generated an increase of ¥1,583 million in gross profit while a decrease of ¥1,583 million in operating loss, ordinary loss and loss before income taxes respectively for this fiscal year, compared with the results treated by the previous accounting treatment in 5 accordance with the terms and conditions of lease contracts. Meanwhile, the allowance for doubtful receivables was provided along with recording of lease investment assets and, in addition, the right to receive future lease fees qualifying as extinguishment of financial assets which was a part of securitized lease investment assets which had been hitherto treated as financial transaction is accounted for as sale. Thus as a consequence of the adoption of the aforementioned accounting standard and guidance, retained earnings increased by ¥4,858 million as at the merger on October 1, 2008, which consist of ¥1,489 million decrease due to the provision of allowance for doubtful receivables in recording lease investment assets and ¥6,046 million increase due to capital gains by transfer associated with securitization of lease receivables, on top of ¥301 million increase generated by the adoption of the accounting treatment in accordance with the terms and conditions of sale and purchase contract to the non-ownership transfer finance lease transactions, as compared with the conventional accounting treatment in accordance with the terms and conditions of lease contract. (Lessee) The non-ownership transfer finance lease transactions with lease contract dates starting prior to the beginning of the first year remain accounted for as operating lease transactions. 5. Accounting for installment contracts The Company accounts for the full amount of contract as installment contract receivables upon delivery of goods, and records installment sales and costs of installment sales as payment becomes due. Unrealized gross profits on installment contract receivables with installment payments becoming due at later dates are deferred. Meanwhile, for some of the installment contracts, amount equivalent to interests is allocated to each period as installment sales. 6. Accounting treatment for financial expenses Total assets are divided into assets based on sales transactions and other assets, where financial expenses corresponding to the former are recorded as financing costs under the heading of operating expenses while financial expenses corresponding to the latter are recorded as non-operating expense, based on the balance proportion of such assets. Financial expenses related to the operating assets less corresponding interest received, etc. are recorded as financing costs. 7. The method of hedge accounting Gains or losses on derivatives are deferred until maturity of the hedged items. For interest rate swap, the Company applies the exceptional method as far as it is qualified to the required rules. In respect of blanket hedging of liabilities as stipulated in “Temporary Accounting and Auditing Treatment in the Application of the Accounting Standard for Financial Instruments in Leasing Business” (Report No. 19 issued by the Industrial Auditing Committee of the Japanese Institute of Certified Public Accountants on November 14, 2000), gains or losses thereon are deferred until maturity of the hedged items. 6 8. Translation of foreign currency accounts All monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the spot exchange rates on the balance sheet date, and the foreign exchange gains and losses therefrom are recognized in the statement of income. 9. Other significant matters that serve as the basis for preparing financial statements (1) Accounting treatment for consumption taxes Consumption tax and local consumption tax are accounted for by the tax exclusion method. (2) Amortization of goodwill Goodwill is amortized over five years under the straight-line method. (Notes to Balance Sheet) 1. Assets pledged as collateral and corresponding liabilities (1) Assets pledged as collateral (Millions of yen) Installment contract receivables 6,431 Lease receivables 1,949 Lease investment assets 86,995 Other loans to customers 12,595 Marketable securities 20 Property for lease and rent 349 Investment securities 9 Total 108,351 (2) Liabilities corresponding to assets pledged as collateral (Millions of yen) Current portion of long-term debt 5,938 Payables under securitized lease receivables Long-term debt 23,340 7,023 Long-term payables under securitized lease receivables Total 53,480 89,781 2. Accumulated depreciation of tangible assets (Millions of yen) Property for lease and rent 28,700 Other tangible assets 1,394 Total 30,095 3. Contingent liabilities The contingent liabilities for the subsidiaries’ borrowing liabilities etc. from the financial institutions (Millions of yen) Altair Lines S.A. 82,789 PT. Mitsui Leasing Capital Indonesia 14,268 Mitsui Leasing Capital Corporation 8,267 Unite Co., Ltd 1,000 Others 292 Total 106,618 7 4. Breakout of lease receivables and lease investment assets (Millions of yen) Lease receivables Amount of receivables Lease investment assets 128,226 556,114 ─ 78,784 Amount equivalent to interest receivables 21,991 80,872 Estimated residual value Total 106,235 554,027 5. Notes received as guarantees (Millions of yen) Notes received for installment contract receivables 22,449 Notes received for lease receivables 88 Notes received for lease investment assets 8,131 Notes received for other loans to customers 408 6. Operating lease contract receivables under the remaining lease terms (Millions of yen) Notes received as guarantees 15 Other lease contract receivables 25,509 Total 25,524 7. Trade receivables due after one year (Millions of yen) Installment contract receivables 156,402 Lease receivables 75,840 Lease investment assets 372,749 Loans to customers 79,356 Other loans to customers 89,251 Lease contract receivables 97 Operating lease contract receivables under the remaining lease terms Total 18,383 792,082 8. Receivables and payables with associated companies (Millions of yen) Short-term receivables 79,826 Long-term receivables 26,772 Short-term payables 7,213 Long-term payables 14 (Notes to Statement of Operations) 1. Transactions with associated companies (Millions of yen) Amount of operating transactions Revenues 2,106 Costs 66 Selling, general and administrative expenses Amount of non-operating transactions 218 2,290 8 (Notes to Statement of Changes in Net Assets) 1. Number of issued and outstanding shares Class of shares Number of shares at the end of the previous fiscal year Number of increased shares during the fiscal year Number of decreased shares during the fiscal year Number of shares at the end of the fiscal year ─ 21,747,378 ─ 21,747,378 ─ 4,077,528 ─ 4,077,528 ─ 25,824,906 ─ 25,824,906 Issued and outstanding shares Ordinary shares Class I classified share Total (Notes to Income Taxes) Significant components of the Company’s deferred tax assets and liabilities (Millions of yen) Deferred tax assets Excess provision for allowance for doubtful receivables 21,503 Tax loss carry-forwards 3,029 Provision for employees’ retirement benefits 1,850 Investments in affiliated companies 1,325 Other 3,481 Subtotal 31,189 Less valuation allowance (7,899) Total deferred tax assets 23,290 Deferred tax liabilities Fair valuation difference of business combinations (3,412) Adjustment gains on securitization of lease receivables (2,149) Net unrealized gain on available-for-sale securities Total deferred tax liabilities (3) (5,565) Net deferred tax assets 17,724 (Notes to leased fixed assets) In addition to fixed asset stated in the balance sheet, the Company uses information equipment and vehicles under lease contracts. 9 (Notes to Related Party Transactions) 1. Subsidiaries, etc. Attributes Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Name of related company Kyodo Auto Leasing, Co., Ltd. Equity ownership percentage Directly 100% Nishi-Nippon Sogo Lease Co., Ltd. Directly 85.10% Altair Lines S.A. Directly 100% Michinoku Lease Co., Ltd. Directly 95.00% Kinki Sogo Leasing Co., Ltd. Directly 94.01% Unite Co., Ltd. Directly 77.77% Mitsui CM Leasing, Ltd. PT. Mitsui Leasing Capital Indonesia Directly 100% Directly 85.00% Indirectly 14.99% Relationship with related party Loan Loan (*1) Doubled as director Receipt of the interest Loan Doubled as director Loan (*1) Loan Guarantee of liability Description of the transaction Transactions (Millions of yen) 40,140 Account Short-term loans receivables Balance (Millions of yen) 13,990 190 Long-term loans receivables 11,110 126,500 Short-term loans receivables 21,559 Long-term loans receivables 10 Receipt of the interest 111 Accrued income ─ Loan (*1) 815 Short-term loans receivables 1,113 Long-term loans receivables 12,310 Accrued income 7 Receipt of the interest 147 Guarantee of liabilities (*2) 82,789 Receipt of the guarantee fee 59 Accrued income 60 78,390 Short-term loans receivables 12,830 69 Accrued income 2 52,450 Short-term loans receivables 8,900 Loan Doubled as director Loan (*1) Loan Doubled as director Loan (*1) Loan Guarantee of liability Doubled as director Loan (*1) Receipt of the interest Receipt of the interest 46 ─ ─ 20,350 Short-term loans receivables 3,250 Receipt of the interest 37 Long-term loans receivables 2,500 Guarantee of liabilities (*2) 1,000 Receipt of the guarantee fee 0 Accrued income 0 32,800 Short-term loans receivables 5,450 ─ Loan Doubled as director Loan (*1) Receipt of the interest 28 ─ Guarantee of liability Doubled as director Guarantee of liabilities (*2) 14,268 ─ Receipt of the guarantee fee 10 Accrued income The terms and conditions of the above transactions and its’ policy making, etc. (*1) The terms and conditions of the loans are on an arm’s-length basis. No collateral is received from the borrower. (*2) The guarantees of liabilities are for borrowings from financial institutions. 10 ─ ─ 5 (Notes to Per Share Information) 1. Net assets per share of ordinary shares ¥1,235.00 2. Net loss per share of ordinary shares ¥1,314.75 (Notes to Business Combination) [Purchase Method] The Company was established on April 1, 2008 as a joint-holding company by the share transfer from Mitsui Leasing & Development, Ltd. and Kyodo Leasing Co., Ltd., provided however that for the purpose of business combination accounting, the transaction was done by the purchase method in which Mitsui Leasing & Development, Ltd. was the acquiring company. 1. Outline of business combination (1) The name of company acquired: Kyodo Leasing Co., Ltd. (2) Business of company acquired: Leasing (3) Main reason for business combination: Expansion of business (4) Date of business combination: April 1, 2008 (5) Legal form of the business combination: The establishment of a joint-holding company by share transfer (6) Name of company after the business combination: JA Mitsui Leasing, Ltd. (7) Ratio of voting rights acquired: 100% 2. Period of operating results of the company acquired included in the financial statement From October 1, 2008 to March 31, 2009 3. Acquisition costs of the company acquired and its breakout (Millions of yen) (1) Acquisition costs 27,153 (2) Of which: consideration for the acquisition: 27,153 4. Amount of goodwill recognized, basis for recognition, method and period for amortization of goodwill (1) Amount of goodwill recognized ¥242 million (2) Basis for recognition: Derived from the expenditure for the acquisition (3) Method for amortization: Straight-line method (4) Period for amortization: 5 years 5. Amount and main breakout of assets received and liabilities assumed on the date of business combination: (Millions of yen) Assets 619,271 Current assets 131,706 Fixed assets 487,564 Liabilities 592,359 Current liabilities 393,347 Long-term liabilities 199,012 11 [Transactions under common control] The Company according to the approval of the extraordinary general meeting of its shareholders held on August 28, 2008, merged on October 1, 2008 with its wholly-owned subsidiary Mitsui Leasing & Development, Ltd. and Kyodo Leasing Co., Ltd., with the Company being the surviving company. 1. Name of combined companies, their businesses, date of business combination, legal form of the business combination, name of the company after the business combination, and outline and purpose of the transactions (1) Name of combined companies: JA Mitsui Leasing, Ltd. Mitsui Leasing & Development, Ltd. Kyodo Leasing Co., Ltd. (2) Businesses of combined companies: JA Mitsui Leasing, Ltd.: Holding company Mitsui Leasing & Development, Ltd.: Leasing Kyodo Leasing Co., Ltd.: Leasing (3) Date of business combination: October 1, 2008 (4) Legal form of the business combination: Merger and acquisition with the Company being the surviving company (5) Name of the company after the business combination: JA Mitsui Leasing, Ltd. (6) Outline and purpose of the transactions: With the purpose to extend its business base to allow for further growth towards a multi-faceted financial enterprise poised for sustainable growth supported by the enhanced capabilities to provide diversified services in response to a range of user needs, the Company merged on October 1, 2008 with its wholly-owned subsidiaries Mitsui Leasing & Development, Ltd. and Kyodo Leasing Co., Ltd. 2. Outline of the accounting treatment implemented The above transaction was accounted for as a transaction under common control based on the “Accounting Standard for Business Combinations” and the “Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestures.” Since the merger took place on October 1, 2008 within the period for the fiscal year, business performance of the absorbed companies Mitsui Leasing & Development, Ltd. and Kyodo Leasing Co., Ltd. during the period from April 1, 2008 to September 30, 2008, is, for the purpose of the Company’s financial reporting, not included in the Company’s statement of operations, but reflected in retained earnings as of the date of the merger. 12 (Translation) Audit Report The board of corporate auditors, following deliberations on the reports made by each corporate auditor concerning the audit of performance of duties by directors of the Company for the 1st fiscal year from April 1, 2008 to March 31, 2009, has prepared this Audit Report, and hereby reports as follows: 1. Auditing Method Used by Each Corporate Auditor and the Board of Corporate Auditors and Details Thereof The board of corporate auditors established auditing policies, assignment of duties and other relevant matters, and received reports from each corporate auditor regarding the progress and results of audits, as well as received reports from the directors, other relevant personnel and the independent auditors regarding the performance of their duties, and sought explanations as necessary. In conformity with the corporate auditors’ auditing standard policies established by the board of corporate auditors, and in accordance with the auditing policies, assignment of duties and other relevant matters, each corporate auditor endeavored to gather information and to create an improved environment for auditing through close communication with the directors, employees including those working in the Internal Audit Department and other relevant personnel. Each corporate auditor also attended meetings of the board of directors other important meetings, received reports from the directors, employees and other relevant personnel regarding the performance of their duties, sought explanations as necessary, inspected documents involving important resolutions, and examined the operations of the Company. Also, each corporate auditor monitored and verified the content and the status of the resolution of the board of directors to establish the systems provided by Article 100, Section 1 and 3 of the Ordinance for Enforcement of the Companies Act and the systems established pursuant to such resolution (the “Internal Control System”), which are necessary to establish the systems to ensure directors carry out their duties in accordance with laws and regulations and the Company’s Articles of Incorporation and other systems to ensure appropriateness of the Company’s business. As for the subsidiaries of the Company, each corporate auditor endeavored to keep communication and shared information with the directors, corporate auditors and other related personnel of the subsidiaries, and received reports from the subsidiaries regarding their businesses as necessary. Based on the foregoing method, the corporate auditors examined the business report for the fiscal year. Furthermore, the corporate auditors monitored and verified whether the independent auditors maintained its independence and implemented appropriate audits, as well as received reports from the independent auditors regarding the performance of its duties and sought explanations as necessary. Each corporate auditor was notified by the independent auditors that it has established a “system to ensure that duties of independent auditors are being conducted properly” (matters prescribed in each item of Article 131 of the Corporate Accounting Regulations) and that the system is developed and implemented in accordance with the “Quality Control Standards for Audit” (Business Accounting Council, October 28, 2005) and other applicable standards, and sought explanation as necessary. Based on the foregoing method, the corporate auditors reviewed the financial statements for the fiscal year (balance sheet, statement of operations, statement of changes in net assets and the related notes) and supplementary schedules thereto. 2. Audit Results (1) Audit Results on the Business Report, etc. 1) In our opinion, the business report fairly represents the Company’s condition in conformity with the applicable 13 laws and regulations as well as the Articles of Incorporation of the Company. 2) We have found no evidence of misconduct or material facts in violation of the applicable laws and regulations, nor of any violation with respect to the Articles of Incorporation of the Company, related to performance of duties by the directors. 3) In our opinion, the status of the operation and maintenance of the Internal Control System is appropriate. We have found no issues to be mentioned on the directors’ performance of their duties with respect to the Internal Control System. (2) Results of Audit of the Financial Statements and Supplementary Schedules In our opinion, the method and the results of the audit used and conducted by Deloitte Touche Tohmatsu LLC, the independent auditors, are appropriate. June 5, 2009 The board of corporate auditors of JA Mitsui Leasing, Ltd. Standing corporate auditor Akihiko Onozawa (Seal) Standing corporate auditor Takuo Shirakawa (Seal) Standing corporate auditor Hideyuki Nebashi (Seal) Corporate auditor Katsuhisa Kiyozuka (Seal) (Note) Takuo Shirakawa and Hideyuki Nebashi, standing corporate auditors, and Katsuhisa Kiyozuka, corporate auditor, are the outside corporate auditors as set forth in Article 2, Item 16 and Article 335, Section 3 of the Companies Act. 14 (TRANSLATION) INDEPENDENT AUDITORS' REPORT June 3, 2009 To the Board of Directors of JA MITSUI LEASING, Ltd.: Deloitte Touche Tohmatsu Designated Partner, Engagement Partner, Certified Public Accountant: Yasunori Kusaka Designated Partner, Engagement Partner, Certified Public Accountant: Takeshi Nakahara Designated Partner, Engagement Partner, Certified Public Accountant: Haruhiko Ohno Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the financial statements, namely, the balance sheet as of March 31, 2009 of JA MITSUI LEASING, Ltd. , and the related statements of operations and changes in net assets, and the related notes for the 1st fiscal year from April 1, 2008 to March 31, 2009, and the accompanying supplemental schedules . The above represents a translation, for convenience only, of the original report issued in the Japanese language and "the accompanying supplemental schedules" referred to in this report are not included in the attached financial documents. These financial statements and the accompanying supplemental schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the accompanying supplemental schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the accompanying supplemental schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and the accompanying supplemental schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement and the accompanying supplemental schedules presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and the accompanying supplemental schedules referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2009, and the results of its operations for the year then ended in conformity with accounting principles generally accepted in Japan. The Additional Information As described in “The Additional Information”, the Company adopted “Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan (ASBJ) Statement No.13 issued by the First Subcommittee of the Business Accounting Council on June 17, 1993 and revised on March 30, 2007) and the “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No.16 issued by the Accounting System Subcommittee of the Japanese Institute of Certified Public Accountants on January 18, 1994 and revised on March 30, 2007) from this fiscal year. Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Act. The above represents a translation, for convenience only, of the original report issued in the Japanese language.