i.c.c. international public company limited

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----------- s TRIS RATING Contacts E-mail Addresses Pomthep Wongsinwises [email protected] Suchada Pantu [email protected] Ruangwud Jarurungsipong [email protected] WatanaTiranuchit [email protected] for I n V est 0 rs New s Announcement No. 313 23 March 2005 I.C.C. International Public Company Limited Company Rating: Upgraded to AA from AA- Rating Outlook: Stable Rating History: Company Rating Issue Rating Secured Unsecured 12 Jul2004 11 Jul2002 AA-/Stable AA- Rating Rationale TRIS Rating upgrades the company rating of LC.C. International PLC (ICC) to "AA" from "AA-". The rating reflects the company's continuously improving financial profile, its debt-free status since 2002, the proven capability and long experience of ICC's management team, the diversity of its product range and brands, and its position as Thailand's leading distributor of its core products: lingerie, men's apparel and cosmetics. Although, the highly competitive environment and the increasing influence of modern retail outlets, such as discount and specialty stores, together with increasing competition from directly imported products, especially in the cosmetics business, may pressure ICC's profitability, TRIS Rating expects that the company will be able to sustain its position in the future. The rating also takes into consideration the low profitability associated with all trading companies, exposure in form of guarantees to related companies, and the complex shareholding structure of Saha Group. ICC is the clear leader in the middle- to high-end of lingerie market with 70% market share, including Wacoal products, which has held a market share of greater than 60%. The success of Lacoste and Arrow products has generated sustained growth in men's apparel sales since 1998. The contribution to total sales from men's apparel increased sharply, from 17% in 2000 to 22% in 2003 and 23% during the first nine months of2004. In addition to being debt-free since 2002, ICC has gradually reduced guarantees to related companies from Btl,023 million in 1999 to Bt417 million at the end of September 2004. Rating Outlook The "stable" outlook reflects TRIS Rating's expectation that ICC will continue to maintain its solid market share across the product line, despite intense competition. Its conservative financial policy also supports the company's rating.

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Page 1: I.C.C. International Public Company Limited

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sTRIS RATING

Contacts E-mail AddressesPomthep Wongsinwises [email protected] Pantu [email protected] Jarurungsipong [email protected] [email protected]

for I n V est 0 r sNew sAnnouncement No. 313 23 March 2005

I.C.C. International Public Company LimitedCompany Rating: Upgraded to AA from AA-Rating Outlook: Stable

Rating History: Company Rating Issue RatingSecured Unsecured

12 Jul200411 Jul2002

AA-/StableAA-

Rating RationaleTRIS Rating upgrades the company rating of LC.C. International PLC (ICC) to "AA" from

"AA-". The rating reflects the company's continuously improving financial profile, its debt-freestatus since 2002, the proven capability and long experience of ICC's management team, thediversity of its product range and brands, and its position as Thailand's leading distributor of itscore products: lingerie, men's apparel and cosmetics. Although, the highly competitiveenvironment and the increasing influence of modern retail outlets, such as discount and specialtystores, together with increasing competition from directly imported products, especially in thecosmetics business, may pressure ICC's profitability, TRIS Rating expects that the company willbe able to sustain its position in the future. The rating also takes into consideration the lowprofitability associated with all trading companies, exposure in form of guarantees to relatedcompanies, and the complex shareholding structure of Saha Group.

ICC is the clear leader in the middle- to high-end of lingerie market with 70% market share,including Wacoal products, which has held a market share of greater than 60%. The success ofLacoste and Arrow products has generated sustained growth in men's apparel sales since 1998.The contribution to total sales from men's apparel increased sharply, from 17% in 2000 to 22% in2003 and 23% during the first nine months of2004. In addition to being debt-free since 2002, ICChas gradually reduced guarantees to related companies from Btl,023 million in 1999 to Bt417million at the end of September 2004.

Rating OutlookThe "stable" outlook reflects TRIS Rating's expectation that ICC will continue to maintain its

solid market share across the product line, despite intense competition. Its conservative financialpolicy also supports the company's rating.

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TRIS RATING

Key Rating ConsiderationsStrengths/Opportunities

• Strong financial profile resulting fromdebt-free status

• Proven capability of ICC's experiencedmanagement team

• Diversity of product range and brands• Ongoing position as Thailand's leading

distributor of company's core productsWeaknesses/Threats

• Low profitability• Potential exposure from need to provide

support related companies duringfmancial downturn

Corporate OverviewThe Chokwatana family established ICC in

1964 to distribute cosmetics under the Japanesebrand, Pias. Over the past four decades, thecompany has expanded its product lines andbrand coverage, becoming the leading distributorand wholesaler of fashion products in Thailand.The company is the major distributor for theSaha Group, which is one of Thailand's largestbusiness groups, with investments in manu-facturing businesses and services such asdistribution. ICC has been listed on the StockExchange of Thailand (SET) since 1978. Morethan 50% of ICC's shares are held by theChokwatana family and various companies inthe Saha Group, including ICC suppliers, suchas Thai Wacoal PLC, Thanulux PLC, People'sGarment PLC, Saha Pathanapibul PLC,International Laboratories Co., Ltd. and LionCorporation (Thailand) Ltd.

ICC's products can be classified into severalbroad groups: cosmetics, men's apparel, .lingerieor women's innerwear, women's outerwear,children's apparel, leather goods and accessories,sporting goods and household products. Lingerie,men's apparel and cosmetics, have traditionallycontributed the greatest shares to the company'srevenues, accounting for around 33%-36%, 17%-23% and 11%-13% of ICC's total sales during2001-2003, respectively. In addition to majorinternational brands, such as Wacoal, Arrow,Pias, Guy Laroche, ELLE and Lacoste, ICC alsohas introduced both its own brands and SahaGroup brands, such as Enfant, Essence.: St.Andrews and BSC. Since 2002, ICC's and SahaGroup's own brands have contributed 28%-30%of the total company's sales.

Recent DevelopmentsICC is gradually implementing an IT system

at outlets that will enable the company toefficiently manage inventory and closely monitorsales performance. In addition, ICC completedconstruction of its new head office during thethird quarter of 2004. The building cost aroundBt200 million to complete, utilizing only a smallportion of the company's annual internal cashgeneration of Bt600-Bt700 million.

INDUSTRY ANALYSIS

Lingerie:

• Lingerie market growth remains flatDemand for lingerie is determined by a

country's demographic factors, such as age andgender, as well as economic factors, such as level ofdisposable income and unemployment rate. In 2003,the lingerie market in Thailand generated sales ofapproximately Bt8,000 million, or approximately2.7% of the sales figure for the entire apparelmarket, which was approximately Bt300,000million. In 2003, the population in Thailandincluded more than 27 million women, a figurethat is increasing by almost 250,000 persons everyyear. Demand for lingerie tends to grow withincreasing population and per capita income.Moreover, since lingerie is a consistent product,demand is more consistent than fashion and luxuryclothing. .

Chart 1: Lingerie Market Structure in Thailand(Calculated on Items Basis)

High-End Market"'''''

l>- 5%

} 20%

'IJ 25%

IIr 50%!j

Group D

Group ELow- End Market I..- ....:.... ~

The lingerie market in Thailand can bedivided into five groups, based on price and image.Products in Group A, the high-end market, accountsfor around 5% of total market sales. The productsare either imported or made locally under licensefrom international brands. Major brands in thissegment are St. Michael, Guy Laroche, Maidenform,ELLE, BSC and Vanity Fair. Lingerie in groups Band C account for 20% and 25%, respectively, oftotal sales. The leader in these segments is Wacoal,

I.C.C. International PLC 23 March 20052

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TRIS RATING CrediNew. for Inve.tor.

followed by Triumph, Sabina, and Variance.Groups D and E account for the remaining 50% ofsales, with prominent brands such as POP Line,Jintana and Kullsatri, as well as low price productsdistributed through street vendors. These last twosegments are believed to account for almost 70%of total lingerie units sold in Thailand.

Among the 20 brands of lingerie sold indepartment stores and hypermarkets, Wacoaldominated the market with 2004 market shareof around 62%, followed by Triumph at 14%.Young customers are 'mostly attracted by thedesire to follow the latest fashion trends, andmanufacturers continuously introduce newcollections. For the working women targetgroup, which has higher brand loyalty thanthe young customer target group, fit andsuitable sizes are the major factors influencingtheir decision. A certain degree of brand loyaltydoes exist, particularly in the high-end segment.At the low end of the market, there are anumber of small players, with selling pricethe strongest influence on consumer pur-chases. Though domestic producers are facingcompetition from imported products, lingerieproduced domestically has an advantage overimported goods, because it is designed to fitThai women's shapes.

Men's Apparel:

• Stronger market growth in 2004Sales in the upper and middle segments

of the men's apparel market increased by7% in 2004, to approximately Bt9,000 million.This impressive growth, which is almostdouble the rate for the past three years, ispartly due to higher average clothing prices.As is the case with other segments of theapparel market, demand for men's apparelis mainly determined by economic factors.Though men tend to be more price sensitivethan women, there is some brand loyalty in thismarket.

With approximately 80 men's apparelbrands in Thailand, the market is segmentedby price and brand image. The market is notas concentrated as the lingerie market, as themarket shares of leading brands are lessthan 35%. The high-end market consistsof imported brands, such as Versace andArmani, and international brands, such asLacoste, ELLE Home, Guy Laroche, Excellencyand Daks, which are manufactured locallyunder exclusive licenses. The major dis-tribution channels are department stores and

brand outlets. The middle segment of themarket consists of Arrow, GQ, John Henry,Getaway and St. Andrews brands, which arealso primarily distributed through departmentstores.

Competition in the men's apparel industryremains intense. As the textile and clothingindustry will be liberalized in 2005 under theWorld Trade Organization (WTO) agreement,competition from imported products is expectedto become even more intense. While brand imageis a major criterion for the upper end of themarket, in order to boost sales and clear stock,retailers will, from time to time, use price reductioncampaigns. Manufacturers in the upper end ofthe market strive to increase market share bycontinuously introducing new products to meetchanges in demand and lifestyle. To maintainmarket share and avoid price competition, theyalways conduct product research and develop-ment. Hypermarkets add more competition tothe lower-end segments by introducing privatebrands and pressuring manufacturers to improveproduction and distribution efficiency.

.• Domestic textile producers face highercompetition from abroadAt the same time the Thai government has

reduced duty protection for the domestic textileindustry, manufacturers continue to receivegovernment support to improve competitiveness.Garments imported from ASEAN countries havebeen duty-free since 1 January 2004, whereasgarments imported from other countries are mainlysubj ect to tariffs of 30%-60%.

Cosmetics:

• Market expanded by 10% despite of intensecompetition

Chart 2: Distribution Channels of Cosmeticsin Thailand

28%

Sett -.election36%

Source: ICC

Thailand's cosmeticssales of approximately2004, approximately 10%Demand for cosmetics

market generatedBt24,000 million inmore than in 2003.is mainly affected

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Ta,s aAT'Ne Credit[iJffi@~New. for Inve.tor.

by seasons and social factors, such as fashiontrends and lifestyles. The cosmetics marketalso can be classified by distribution channel:counter sales, self-selection and direct sales.

The counter sales segment of thecosmetics market features large and attrac-tive displays in department stores and trained"beauty advisors" who assist customers withservices such as make-up massage. Promotionalactivities, such as premium, are the preferredcompetitive strategy, and price cuts are avoidedas they are seen as damaging to brand image.The self-selection segment of the market reachescustomer through displays in supermarkets,hypermarkets, specialty stores and conve-nience stores. This segment uses advertisingand pricing to motivate consumers to makepurchases. The main strength in the self-selection segment of the market is con-venience, which is becoming more importantfor consumers. The third segment of the cos-metics market, direct sales, needs a largenumber of sales persons to communicatewith consumers. The major strategies usedto boost sales in this segment are advertisingand providing attractive returns to salesagents.

Cosmetics can also be divided into make-up and skin care products. Demand for· skincare products has continuously increasedbecause consumers are more and more health-cons.cious. Manufacturers are increasingly usingmedical research to develop and introducenew products. Competition in the marketis intense as domestic manufacturers mustcompete with imported brands. The govern-ment has reduced protection for the domesticcosmetics industry. Most of cosmetics importedfrom ASEAN countries have been duty-freesince 1 January 2004, while cosmetics importedfrom other countries are still taxed at 30%-40%(for cosmetics, such as perfumes, lipsticks andpowder).

Competition in the retail industry remainsintense. The entry of modem retail tradeoutlets, particularly hypermarkets such asBig C, Carrefour and Tesco-Lotus, has some-what negatively affected traditional Thairetailers. These modem retailers provide modemservices and displays, use standardized manage-ment systems, and make large investments intechnology and innovation to attract customers.While the main strategy of modem retailersis to lower prices, other strategies includemember cards, credit cards, campaigns andmultiple branches. Furthermore, the use of

technology and innovation by modem retailersis pressuring both Thai suppliers and traditionalretailers, including department stores.

BUSINESS ANALYSIS

The above-average business profile ofICC reflects the success of its long experiencedmanagement team and its proven capability as one?f the Thai leading distributors :of core products,including lingerie, men's apparel and cosmetics.

• Experienced management team and provencapability as one of Thailand leadingdistributorsICC has been managed by the Chokwatana

family since the company was established in1964. The competence and experience of ICC'smanagement team, together with support fromsuppliers within the Saha Group, has made thecompany a leading distributor in Thailandand allows it to successfully maintain leadingpositions in its target markets. The major seg-ments in which ICC has very strong competitivepositions and significant market shares arelingerie, men's apparel and, to a lesser extentcosmetics. Wacoal is considered the dominantleader in the lingerie market, while Arrowcontrols significant shares of the middle andupper income men's apparel markets. In thecosmetics industry, while Pias has been able tosustain its market position, its profit marginhas decreased in the past years.

ICC uses department stores as its keydistribution channel. However, the increasinginfluence of discount stores has prompted ICCto launch new brands, such as POP Line andSt. Andrews, for distribution through this channel,while protecting the premium brand image ofproducts that are distributed through departmentstores. With a strong market position and avariety of products, ICC maintains considerablebargaining power among its distribution channels.Additionally, there is increasing competition fromimported products, due to lower import duties.

• Extensive product diversification throughstrong relationships within the Saha GroupICC is one of Thailand's largest dis-

tributors. Its activities are the distribution andmarketing of consumer products, particularlyapparel and cosmetics. The company offersmore than 40 long-established brands, includingWacoal, Arrow, Pias, Guy Laroche, ELLE, Lacosteand Itokin, all of which have a strong presencein the Thai market. Although the company

I.C.c. International PLC 4 23 March 2005

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Tars RATING CredimJCB~New. for Inve.tor.

relies heavily on international brand names,ICC has continuously launched its ownbrands, such as Kullastri, Enfant, Essence,St. Andrews, POP Line and its latest brand,BSC. The percentage of total sales from BSCproducts has gradually increased since thebrand debuted in 1999. ICC plans to furtherdevelop BSC products to enable the brand tobe one of its main contributors in the future.

ICC relies heavily on suppliers underthe Saha Group umbrella. ICC has equityinvestments in its suppliers and some ofICC's executives also hold managementpositions within its suppliers. At the sametime, some suppliers are shareholders in ICC.The major benefit of this structure is thatit ensures good cooperation with suppliersfor product and raw material development.However, the complexity of the shareholdingstructure of ICC and the Saha Group maymake it difficult for investors to evaluate thecompany.

• Continued leadership in lingerie, sharpgrowth for Arrow and Lacoste and increasingcompetition in cosmetics marketAlthough ICC's lingerie sales fluctuated

throughout 2001-2003, ICC has maintainedits dominant position in the lingerie market.The main reason for the fluctuation in saleswas a slowdown in the sales of Wacoalproducts. Wacoal, the company's leadingbrand, dominated the middle- to high-endof the Thai lingerie market with a 62%share of the middle- to high-end markets in2003 and the first nine months of 2004, downslightly from its market share of 64.% during2001-2002. Furthermore, this decline wasonly partially offset by increasing sales ofother ICC's brands, such as BSC and POPLine, etc. In 2003, and the first nine monthsof 2004, ICC's lingerie brands still main-tained combined market share of more than70% shares of the middle- to high-endmarkets, and accounted for 33% of ICC'stotal sales for that period.

Men's apparel brands have graduallyincreased their contribution to ICC's sales,from 17% in 2000 to 22% for 2003 and to23% for the first nine months of 2004. ICC'smost important brands in terms of salescontribution are Arrow and Lacoste. Bothbrands were able to achieve sales growth ofmore than 10% during 2004. Key successfactors were the continuous development ofnew products, innovation and design, and brand

Image, which ICC believes are the most im-portant factors for success III the men'sapparel business.

Cosmetics account for approximately 12%of ICC's sales, with the largest sales con-tribution derived from Pias. Through continuousmarketing activities and product innovations,Pias is also considered one of the leaders interms of counter sales cosmetics in Thailand,with a market share of 12%. For the firstnine months of 2004, the operating profitmargin for ICC's cosmetics products de-teriorated from 12.14% in 2003 to 9.81%, asa result of heavy sales promotion used tocounter increasingly fierce competition, especiallyfrom imported products.

• Gradual implementation of inventorymanagement systemsNationwide, the company's distribution net-

work includes around 400 sales counters thatare staffed by full-time sales personnel, whoreport their sales and inventory to head officeon a daily basis. The company also established83 ICC centers that act as the company's

.information centers upcountry. Its long expe-rience in the business has enabled the companyto develop its own system to track daily salesand inventory. The company has implementedan on-line computer system (QRMS: QuickResponse Marketing System) that can processand link all real-time sales and inventoryinformation from the company's supply anddistribution network. This information systemhelps ICC place purchase orders with suppliersmore efficiently and enables the company to res-pond more quickly to changing consumerpreferences and demands.

FINANCIAL ANALYSIS

Despite relatively low profitability, thecompany's liquidity and capital structure, andremarkable financial flexibility support ICC'sabove-average financial profile.

• Strong cash flow protection from zero debt,which is further enhanced by company'sholding in related companiesThe company's cash flow protection is

very strong because of low contingent liabilities(such as guarantees to related companies) and zerodebt. The company's adjusted funds from operation(FFO) to total debt ratio (including guaranteesto related parties) was 157.85% for the first ninemonths of 2004, a significant improvez.nent from

I.C.C. International PLC 5 23 March 2005

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TRIS RATING Credit~CB~News for Investor.

54% in 2001. FFO has been quite stable,at around Bt600 million per year during2001-2003, and is expected to improve tomore than Bt700 million in 2004. The companyalso has a high degree of financial flexibility,with around Bt2, 100 million in credit facilitiesavailable from various financial institutions.

Moreover, at the end of September 2004,the book value of the company's invest-ments were Bt4,399 million, which providesadditional financial flexibility to ICC. Thetotal investments are composed of currentinvestments (ICC's bank deposits and billsof exchange) worth Bt935 million and long-term investments worth Bt3,464 million.ICC's long-term investments in the listedcompanies had a combined market valueof around Bt2,260 million as of September2004. TRIS Rating expects that given itssustained minimum debt, ICC will be ableto maintain high cash flow protection overthe medium term.

• Conservative financial policy with no debtsince 2002 and few guaranteesICC has a conservative financial profile,

and management intends to maintain thispolicy in the future. ICC's total debt has de-creased continuously and the company hasbeen debt-free since April 2002 when it repaidits outstanding debentures. The company'sadjusted debt to capitalization ratio (includingguarantees to related parties in ICC's debt),which peaked in 1997 at 36.2%, has declinedto 4.5% as of September 2004. Over the pastfive years, ICC has continuously reducedits financial support to related parties. Netloans to related companies were reducedfrom Btl,150 million in 1998 to Bt96 millionin September 2004 and guarantees torelated companies also decreased, fromBtl ,023 million in 1999 to Bt417 million asof September 2004. For the next threeyears, ICC has no plans that would requiresignificant amounts of capital expenditures,therefore, TRIS Rating expects ICC will beable to maintain minimal leverage over themedium term. Additionally, given the sustainedgrowth in economic condition, the amount ofsupport is still at a minimal level.

• Low profit margin but in line with othertrading companiesICC has maintained its cost of goods sold

at approximately 70% to 72% of sales during

the last five years. This reflects the company'sstrong relationship and negotiation powerwith its distribution channels and supplierseven though there was pressure from departmentstores, its major customers. Gross margins forits three major product types -- lingerie, men's wear,and cosmetics and perfume -- have been stableduring the same period. However, gross marginson cosmetics and perfume in the first ninemonths of 2004 were slightly below the rangefor the past five-year range, since there isnow greater competition in the market. ICC'sselling and administrative expenses have beenapproximately 23%-24% of total sales since2001. Correspondingly, operating income beforedepreciation and amortization as a percentageof sales was stable at around 6.4%-6.6%during 2001-2003, but picked up to 7.6% for thefirst nine months of 2004. Due to relativelyhigh advertising expenditures in the fourthquarter, full year 2004 operating margin willbe lower than for the first nine months.

• Huge investments in related companies lead tolow return on permanent capitalReturn on permanent capital was at 8.28%

because the company received low returnsfrom its substantial investments in relatedcompanies. Total investments increased fromBtl ,324 million in 1998 to Bt3,464 million asat September 2004, accounting for 33% ofits assets. These investments are considerednecessary because most of the related com-panies support ICC's operations. Managementplans to use any excess cash to invest furtherin related companies.

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TalS RATING

Table 1: Breakdown of Product Line Contribution

Sales 2000 2001 2002 2003 3Q2004Contribution Bt million 0/0 Bt million % Bt million 0/0 Bt million "I. Bt million %

Lingerie 2,799.98 34.85 2,964.03 36.52 3,106.86 35.64 2,903.14 32.82 2,330.90 32.43

Men's Wear 1422.93 17.71 1,S16.61 18.69 1755.54 20.14 1932.90 21.85 1656.16 23.04Lacoste 341.47 4.25 395.09 4.87 517.17 5.93 574.05 6.49 511.73 7.13

Arrow 515.01 6.41 507.01 6.25 518.99 6.07 556.85 6.30 488.51 6.8Cosmetic 970.56 12.08 943.40 1l.62 1,074.03 12.32 I 161.56 13.13 842.82 11.73Women's Apparel 730.62 9.09 630.00 7.76 694.61 7.97 583.80 6.60 426.55 5.93Household Products 469.67 5.85 497.67 6.13 561.73 6.44 708.32 8.01 582.24 8.10Children's Apparel 471.99 5.87 473.41 5.83 471.87 5.41 454.67 5.14 336.01 4.67Others 1,168.15 14.54 1,091.40 13.45 1053.27 12.08 1100.70 12.44 1013.24 14.10Total 8,033.90 100.00 8,116.52 100.00 8717.91 100.00 8845.09 100.00 7187.92 100.00

Source: ICC

Financial Statistics and Key Financial RatiosUnit: Bt million

9/2004--------------- Year ended 31 December --------------2003 2002 2001 2000 19998,845 8,719 8,117 8,034 7,1820.01 11 39 44 35409 624 518 470 455677 625 618 761 717156 293 138 50 197

10,252 9,384 9,184 9,166 8,675465 495 506671 724 1,023

7,122 7,193 6,7316.45 9.17 7.52

7,188

n.m. n.m.157.85 ** 142.15

4.46 5.31

SalesGross interest expenseNet income from operationsFunds from operations (FFO)Capital expendituresTotal assetsTotal debtGuarantees to related companiesShareholders' equityOperating income before depre. and amort. as % of

salesPretax return on permanent capital (%)Earnings before interest, tax, depre. and amort.

(EBITDA) interest coverage (times)FFO/total debt (%)FFO/total debt (%)*Total debt/capitalization (%)Total debt/capitalization (%)*

5836597~

10,625

4178,9427.59

8.28 **n.m.

4768,4886.62

5287,6116.40

7.46 11.28 9.98 9.80 8.7784.12 21.91 19.54 21.18

n.m. 132.97 153.69 141.68118.38 54.41 62.47 46.86

6.13 6.44 6.996.49 13.76 14.49 18.51

n.m.

Note:n.m.

***

Since 2001, adjusted revenue recognition on sales to comply with accounting standardsNot materializedIncluding contingent liabilities of guarantees to related companiesNon-annualized

7 23 March 2005LC.C. International PLC

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TalS RATINGCredit~ffi@~

News for Investors

BBB

Rating Symbols and Definitions. TRIS Rating. uses letter rating symbols for announcing long-term credit ratings. Ratings range from AAA, the highest rating, to D, the lowest

rating. The definitions are:

AAA the highest rating. indicating a company or a debt instrument with smallest degree of credit risk. The company has extremely strongcapacity to pay interest and repay principal on time, and is unlikely to be affecfed by adverse changes in business, economic or otherextemal conditions.

the rating indicates a company or a debt instrument with a very low degree of credit risk. The company has very strong capacity to payinterest and repay principal on time, but is somewhat more susceptible to the adverse changes in business, economic, or other externalconditions than AAA rating. .

the rating indicates a company or a debt instrument with a low credit risk. The company has strong capacity to pay interest and repayprincipal on time, but is more susceptible to adverse changes in business, econormc or other external conditions than debt in higher-rated categories.

the rating indicates a company or a debt instrument with moderate credit risk. The company has adequate capacity to pay interest andrepay pnncipal on time, but is more vulnerable to adverse changes in business, economic or other extemal conditions and is morelikely to have a weakened capacity to pay interest and repay principal than debt in higher-rated categories.

the rating indicates a company or a debt instrument with a high credit risk. The company has less than moderate capacity to payinterest and repay principal on time, and can be significantly affected by adverse changes in business, economic or other externalconditions, leading to inadequate capacity to pay interest and repay principal.

the rating indicates a company or a debt instrument with a very high credit risk. The company has low capacity to pay interest andrepay pnncipal on time. Adverse changes in business, economic or other extemal conditions could lead to inability or unwillingness topay Interest and repay principal.

the rating indicates a company or a debt instrument with the highest risk of default. The company has a significant inability to payinterest and repay principal on time, and is dependent upon favourable business, economic or ottier external conditions to meet itsobligations ..

the rating for a company or a debt instrument for which payment is in default.

The ratings from AA to C may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within a rating category.

The ratings assigned b." TRIS Rating are local currency ratings; they reflect the Thai issuers' ability to service their debt obligations, excludingthe risk of convertibility of the Thai baht payments into foreign currencies.

TRIS RatirllLalso assigns a "Rating Outlook" that reflects the potential direction of a credit rating over the medium to longer term. In formulatingthe outlook. TRIS~ating wilr consider the prospects for the rated company's industry, as well as business conditions that migh1 have an impact on itsfundamental creditwortfiiness. The rating outlook will be announced in conjunction with the credit rating. In all cases, ttie outlook assigned to acompany will apply to all debt obligations issued by the company.

The categories for "Rating Outlooks" are as follows:Positive t/'le rating may be raisedStable the rating is not likely to changeNegative the rating may be loweredDeveloping the rating may be raised. lowered or remain unchanged

AA

A

BB

B

c

D

,-,

For subscription information, contactTRIS Rating Co., Ltd., Office of the President, Tel: 0-2231-3011ext 500

Silom Complex Building, 24th Floor, 191 Silom Road, Bangkok 10550, Thailand, http://www.trisrating.com© Copyright 2005, TRIS Rating Co., Ltd. All rightS'reserved. Any unauthorized use, disclosure, copying, republication, further transmission, dissemination, redistribution or storing forsubsequent use for any purpose, in whole or in part, in any form or manner or by any means whatsoever. by any person. of the credit rating reports or information is prohibited. Thecredit rating is not a statement of fact or a recommendation to buy. sell or hold any debt instruments. It is an expression of opinion regarding credit risks for that instrument orparticular company. The opinion expressed in the credit rating does not represent investment or other advice and should therefore not be construed as such. Any rating andinformation contained in any report written or published by TRIS Rating has been prepared without taking into account any recipient's particular financial needs, circumstances.knowledge and objectives. Therefore, a recipient should assess the appropriateness of such information before making an investment decision based on this information. Informationused for the rating has been obtained by TRIS Rating from the company and other sources believed to be reliable. Therefore. TRIS Rating does not guarantee the accuracy,adequacy, or completeness of any such information and will accept no liability for any loss or damage arising from any inaccuracy, inadequacy or incompleteness. Also. TRIS Ratingis not responsible for any errors or omissions, the result obtained from. or any actions taken in reliance upon such information.

I.C.C. International PLC 8 23 March 2005