MIRA INFORM REPORT

 

 

Report Date :

8th November, 2006

 

IDENTIFICATION DETAILS

                                                                                                            

Name :

MARUBENI CORPORATION

 

 

Registered Office :

1-4-2 Ohtemachi Chiyodaku Tokyo 100-8088, Japan

 

 

Date of Incorporation :

1949

 

 

Legal Form :

Limited Company

 

 

Line of Business :

A general trading house

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

Yen 65849 million

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 


NAME

 

MARUBENI CORPORATION

 

 

REGD NAME

 

Marubeni KK

 

 

MAIN OFFICE

 

1-4-2 Ohtemachi Chiyodaku Tokyo 100-8088 JAPAN

Tel        : 03-3282-2111 

Fax       : 03-3282-2331

URL      : http://www.marubeni.co.jp/

E-Mail address : info@marubeni.co.jp

 

 

ACTIVITIES

 

A general trading house

 

 

BRANCHES

 

Tokyo, Osaka, Nagoya, other (Tot 15 domestic)

 

 

OVERSEAS

 

48 overseas branches & offices, 27 overseas corporate subsidiaries with 76 offices totaling 124 offices in 74 countries

 

 

CHIEF EXEC

 

NOBUO KATSUMATS, PRES & CEO

 

Yen Amount : In million Yen, unless otherwise stated

 

 

SUMMARY

 

FINANCES                    FAIR                             A/SALES                      Yen 7,939,437 M

PAYMENTS                  REGULAR                     CAPITAL                       Yen 231,789 M

TREND                         STEADY                       WORTH                        Yen 443,152 M

STARTED                     1949                             EMPLOYES                  24,739

 


 

COMMENT

 

GENERAL TRADING HOUSE, CORE OF FUYO GROUP FIRMS.  FINANCIAL SITUATION CONSIDERED FAIR AND GOOD FOR CREDIT ENGAGEMENTS: US$230,000 / 180 DAYS.                       

 

MAX CREDIT LIMIT: YEN 65,849 MILLION, NORMAL 30 DAYS TERMS.

 

                        Forecast (or estimated) figures for 31/03/2006 fiscal term

 

 

HIGHLIGHTS

 

This is one of the leading general trading houses, originated in Osaka as a textile merchant, with its roots same as the present Itochu Corp, actually a breakaway from the same roots.  Strong in overseas management dealing in  heavy electric machinery, industrial plants, paper/pulp and chemicals.  Tops in pulps & paper.  Also maintains a strong presence in grain trading.  Recently strength being focused on information communications sector entering satellite broadcasting through CATV network.  The firm has decided to withdraw from a petrochemical JV, PT Chandra Asri, in Indonesia, saying it has agreed to sell its 24.59% stake in the venture to Commerzbank International Trust (Singapore) Ltd.

 

(Recent reports): * Marubeni will obtain production and development rights from Pioneer Natural Resources Co. for six fields off Texas, Louisiana and other Gulf Coast sites, for Yen 130,000 million, aiming to raise its output to 80,000 bbls/day.  Crude oil from these projects will be shipped within the United States.  This marks the firm’s largest ever investment. 

 

*Marubeni & others in corporate consortium, led by Indonesian firm Renaissance Capital, is to finalize negotiations to acquire two coal-mining firms in Indonesia, PT Alutmin Indonesia and PT Kalitim Indonesia, with purchase price estimated at some Yen 370,000 million.  Coals are expected to export to Japan and China.           

 

The sales volume for Mar/2005 fiscal term amounted to Yen 7,939,437 million, a 0.4% up from Yen 7,905,640 million in the previous term.  The recurring profit declined by a 5.2% to Yen 55,852 million from Yen 58,900 million, while the net profit improved by a 19.3% to Yen 41,247 million from Yen 34,565 million, respectively, a year ago.  The improved net profits are led by strong earnings growth in its energy & chemicals businesses.  It also booked Yen 21,300 million from a charge of the said sale of Indonesian JV, Chandra Asri.

 

For the current term ending Mar 2006 the recurring profit is projected at Yen 130,000 million and the net profit at Yen 85,000 million, respectively, on an 8.3% rise in turnover, to Yen 8,600,000 million.  The firm revised its earlier earnings prospects to above from: sales Yen 8,000,000 million, recurring profit Yen 92,000 million, net profit Yen 62,000 million.  Driven from worldwide rise in commodity prices the firm’s profits are expected to post record levels this fiscal year. 

 

The financial situation is considered FAIR and good for ORDINARY business engagements.  Max credit limit is estimated at Yen 65,849 million, on normal 30 days terms.  The proposed amount is considered well within the firm’s financial capabilities.

 


 

REGISTRATION

 

Date Registered

Dec 1949

Legal Status

Limited Company (Kabushiki Kaisha)

Authorized

4,500 million shares

Issued

1,494,021,081 shares

Sum

Yen 231,739 million

Major shareholders (%)

Japan Trustee Services Bank (6.2), Chase (London) (5.2), Master Trust Bank of Japan T (4.1), Sompo Japan Ins (3.4), Tokio Marine & Nichido Fire Ins (3.1), State Street Bank & Trust (2.2), Mizuho Corporate Bank (2.0), Meiji Yasuda Life Ins (1.2), Nippon Life Ins (1.7), Goldman Sachs International (1.2); foreign owners (32.2)

No. of shareholders

109,827

Listed on the S/Exchange (s) of

Tokyo, Osaka, Nagoya

Managements

Toru Tsuji, ch; Nobuo Katsumata, pres & CEO; Shigeki Kuwabara, v pres; Akira Matsuda, s/mgn dir; Makoto Isogai, s/mgn dir; Kazuo Ogawa, s/mgn dir; Tomoyuki Nakayama, mgn dir; Teruo Asada, mgn dir; Michio Kuwahara, mgn dir; Masaru Funai, mgn dir

 

Nothing detrimental is known as to the commercial morality of executives.

 

 

Related companies

 

Marubeni Energy, Marubeni Nisshin Feed, Marubeni Pulp & Paper, other (Tot 392 as of Sept/05)

           

 

 

OPERATION

 

Activities

 

General trading house for import, export and wholesale of (sales breakdown by divisions): IT, infrastructure, plants, ships (--14%), energy (25%), chemicals, general merchandise, paper & pulp (16%), foodstuffs (10%), textiles (4%), metals (6%), transportation, industrial systems (9%), development, construction (2%), others (14%).  (Overseas operations 50.6%: N America 15.7%; Europe 6.3%; Asia/Oceania 18.6%; other areas 10%).

 

 

Clients

 

[Mfrs, electric powers, wholesalers] Tokyo Electric Power, Chubu Electric Power, Nissan Motors, Showa Denko, other.

 

No. of accounts: 3,000

           

Domestic areas of activities: Nationwide

 


 

Suppliers

 

[Mfrs, wholesalers] Nissan Motors, Showa Denko, Daishowa Paper Mfg, Hitachi Construction Machinery, other.

 

Payment record: Regular

 

 

Location

 

Business area in Tokyo.  Office premises at the caption address are owned and maintained satisfactorily.

 

 

Bank References

 

Mizuho Bank (H/O)

Bank of Tokyo-Mitsubishi UFJ (Tokyo)

           

Relations: Satisfactory

 

 

FINANCES

 

(Consolidated in million yen)

 

 

 

Terms Ending:

31/03/2005

31/03/2004

INCOME STATEMENT

 

 

 

  Annual Sales

 

7,939,437

7,905,640

 

  Cost of Sales

7,503,382

7,496,179

 

      GROSS PROFIT

436,055

409,461

 

  Selling & Adm Costs

342,929

330,032

 

      OPERATING PROFIT

85,375

78,624

 

  Non-Operating P/L

-29,523

-19,724

 

      RECURRING PROFIT

55,852

58,900

 

      NET PROFIT

41,247

34,565

BALANCE SHEET

 

 

 

 

  Cash

 

462,450

485,484

 

  Receivables

 

954,132

942,214

 

  Inventory

 

376,480

398,617

 

  Securities, Marketable

32,946

9,445

 

  Other Current Assets

267,344

244,204

 

      TOTAL CURRENT ASSETS

2,093,352

2,079,964

 

  Property & Equipment

532,306

499,514

 

  Intangibles

 

35,548

35,477

 

  Investments, Other Fixed Assets

1,546,831

1,639,239

 

      TOTAL ASSETS

4,208,037

4,254,194

 

  Payables

 

902,867

878,081

 

  Short-Term Bank Loans

659,098

803,551

 

 

 

 

 

 

  Other Current Liabs

320,613

283,186

 

      TOTAL CURRENT LIABS

1,882,578

1,964,818

 

  Debentures

 

 

 

 

  Long-Term Bank Loans

1,813,722

1,822,473

 

  Reserve for Retirement Allw

9,319

8,786

 

  Other Debts

 

18,851

23,536

 

      TOTAL LIABILITIES

3,724,470

3,819,613

 

      MINORITY INTERESTS

40,415

41,599

 

Common stock

231,789

231,789

 

Additional paid-in capital

125,436

125,430

 

Retained earnings

131,195

94,870

 

Evaluation p/l on investments/securities

(45,126)

(59,025)

 

Others

 

0

0

 

Treasury stock, at cost

(142)

(82)

 

      TOTAL S/HOLDERS` EQUITY

443,152

392,982

 

      TOTAL EQUITIES

4,208,037

4,254,194

CONSOLIDATED CASH FLOWS

 

 

 

 

Terms ending:

31/03/2005

31/03/2004

 

Cash Flows from Operating Activities

 

173,824

201,560

 

Cash Flows from Investment Activities

46,043

57,983

 

Cash Flows from Financing Activities

-238,057

-233,938

 

Cash, Bank Deposits at the Term End

 

459,194

478,731

ANALYTICAL RATIOS            Terms ending:

31/03/2005

31/03/2004

 

 

Net Worth (S/Holders' Equity)

443,152

392,982

 

 

Current Ratio (%)

111.20

105.86

 

 

Net Worth Ratio (%)

10.53

9.24

 

 

Recurring Profit Ratio (%)

0.70

0.75

 

 

Net Profit Ratio (%)

0.52

0.44

 

 

Return On Equity (%)

9.31

8.80

 


WEB DETAILS ATTACHED

 

Company Profile

 

Tokyo Head Office
4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo 100-8088, Japan

C.P.O. Box 595, Tokyo 100-8692, Japan
Tel: [81] (3) 3282-2111

Osaka Head Office
5-7, Hommachi 2-chome, Chuo-ku, Osaka 541-8588, Japan
C.P.O. Box 1000, Osaka 530-8694, Japan
Tel: [81] (6) 6266-2111

Founded
1858

Incorporated
December 1, 1949

President and CEO, Director
Nobuo Katsumata

Paid-in Capital
¥231,789,842,190

Number of Shareholders
132,333

Number of Shares Issued and Outstanding
1,569,521,081

Number of Employees
3,586 (plus 1,658 overseas employees)

Number of Domestic Offices*
14

Number of Overseas Branches & Offices and
Overseas Corporate Subsidiaries*

48 overseas branches & offices and 27 overseas corporate subsidiaries
with 76 offices for a total of 124 offices in 74 countries

Major Stockholders
Japan Trustee Services Bank, Ltd. (Trust Account)
The Master Trust Bank of Japan, Ltd. (Trust Account)
The Chase Manhattan Bank N.A. London
Sompo Japan Insurance Inc.
The Tokio Marine and Nichido Fire Insurance Co., Ltd.
Mizuho Corporate Bank, Ltd.
Meiji Yasuda Life Insurance Company
Nippon Life Insurance Company
State Street Bank and Trust Company
Morgan Stanley and Company Inc.

Stock Listings**
Tokyo, Nagoya and Osaka stock exchanges

Transfer Agent of Common Stock
Mizuho Trust & Banking Co., Ltd.

Home Page Address
http: //www.marubeni.com

(As of March 31, 2005, except * as of April 1, 2005, ** as of October 7, 2005)

 

History

 

A QUICK GLANCE

1858 May

Chubei Itoh,Marubeni's founder, started the business of linen trading.

1872 Jan

Chubei Itoh established 'Benichu', a drapery shop in Osaka.

1914 Dec

Reorganized the former private business into C.Itoh & Co.

1918 Dec

Divided C.Itoh & Co. into two incorporated companies, Itochu Shoten LTD (the roots of marubeni) and C.Itoh & Co.,LTD.

1921 Mar

Established Marubeni Shoten LTD. from the merger of Itochu Shoten LTD. and Itoh-chobei Shoten.

1941 Sep

Established Sanko Kabusiki Kaisya LTD. from the merger of Marubeni Shoten LTD. ,C.Itoh & Co.,LTD. and Kishimoto Shoten LTD.

1944 Sep

Established Daiken Co.,LTD. from the merger of Sanko Kabusiki Kaisya LTD., Daido Boeki Kaisha LTD., and Kureha Cotton Spinning Co.,LTD

1949 Dec

Established Marubeni Co.,LTD. As the result of divion of Daiken Co.,LTD. into four companies including Marubeni Co.,LTD. Three others were C.Itoh & Co.,LTD.,Kureha Cotton Spinning Co.,LTD. and Amagasaki Nail Work LTD.

1955 Dec

Changed the trade name to Marubeni-Iida Co.,LTD. from the merger of Marubeni Co.,LTD. and Iida & Co.,LTD.

1966 Apr

Merged Totsu Co.,LTD.

1972 Jan

Changed the trade name to Marubeni Corporation.

1973 Jul

Merged Nanyo Bussan Co.,LTD.

 

HISTORY OF MARUBENI

 

1. Foundation Era

The Company's founder, Chubei Itoh, was born in what is now called Toyosato-machi, Inukami County, Shiga Prefecture. The Company considers its founding year to be 1858, the year in which Chubei began travel peddling of Omi linen. In 1872, Chubei stopped travel peddling and opened 'Benichu', a drapery shop, at Motomachi 2 chome in Osaka. That same year, Chubei's older brother, Chobei Itoh opened Itoh-chobei Shoten, a drapery wholesale store in Hakata, Kyushu.

In 1883, Chubei used the "Beni" mark as the store's logo. This was the beginning of the Company's name of Marubeni. The next year in 1884, Benichu was renamed Itoh Main Store and Itoh Kyoto Store, a drapery wholesale store was established in Kyoto. Thereafter the Company expanded its operations, establishing the woolen fabric import andǾ wholesale store, Itoh West Store in Osaka, the cotton thread wholesale store, Itoh Yarn Store, Kobe Branch, and other operations.

In 1903, Chubei passed away and his son, Seiichi, assumed the name Chubei II. In 1914, the Company was reorganized from a proprietorship into C.Itoh & Co. In 1918, the limited partnership was divided into Itochu Shoten LTD. with the Main store and Kyoto store at its center, and C. Itoh & Co., LTD. with the Yarn store and the Kobe Branch at its center. These two companies were the forerunners to Marubeni Corporation and Itochu Corporation, respectively.

2. Marubeni Shoten LTD. Era

After World War I (1914 to 1918), the commodities market plummeted, bankrupting many companies and banks, and Itochu Shoten LTD. and C. Itoh & Co., LTD. also suffered large losses. For this reason, C. Itoh & Co., LTD. spun off its trading division, which was the Kobe branch, and its overseas branches to start Daido Boeki Kaisha LTD. in 1920. Daido Boeki opened new branches and offices in several countries, such as the Philippines, China, Indochina, and Indonesia, and grew steadily by handling textiles, sundries, linen, rubber, and other products.

Itochu Shoten merged with Ito-chobei Shoten, which had remained under sound management, to form Marubeni Shoten LTD. in March 1921. At that time the company had only one branch in Kyoto, and was at best a textiles wholesaler, handing silk and wool fabrics. In 1931, the Osaka branch was established, and this branch began to concentrate on trading and eventually opened branches and offices throughout China and in India and expanded the goods to handle to include construction materials, machinery, sundries, food products, etc., in addition to textiles. The Osaka branch's sales grow rapidly and in 1937 clearly exceeded those of the Main store, accounting for 62% of overall sales.

3. Sanko Kabusiki Kaisya LTD. and Daiken Co., LTD. Era

As the business performance of Marubeni Shoten LTD., C. Itoh & Co., LTD., and others recovered, the move to unify all of the Ito family business strengthened, so in September 1941, the three companies of Kishimoto Shoten LTD., a steel trading company for which Chubei Itoh served as an officer, Marubeni Shoten LTD. and C. Itoh & Co., LTD., where merged to form Sanko Kabusiki Kaisya LTD. Soon after, however, the Pacific Theater of World War II erupted and brought strong economic regulation, which made conducting company activities difficult and limited trading to China and Southeast Asia.

In September 1944, the three companies of Sanko Kabusiki Kaisya LTD., Daido Boeki Kaisha LTD. and Kureha Cotton Spinning Co., LTD., which was established by Chubei Itoh were merged to form Daiken Co., LTD. It has 103 affiliated companies inside and outside of Japan, and the Production Division alone was involved in 16 different major company groups, and the Commercial Division handled shipping and delivery of textiles, heavy industry and chemical industry products, grains, fertilizer, etc., and also provided materials to the military. The war ended soon after, however, and the company lost all of its overseas assets.

When the war ended in 1945, Daiken Co., LTD. had more than 5,000 employees. Of these, approximately 2,200 were military personnel or were involved in military work, and approximately 1,000 people were in China and Southeast Asia. These people were brought back to Japan after the war, but many of them had to be laid off due to the economic recession in Japan.

In February 1948, Daiken Co., LTD. was designated as being subject to the Law for Elimination of Excessive Concentrations of Economic Power, which was part of the measures to break up the zaibatsu (large holding companies) and was divided into the four companies of Marubeni Co., LTD., C. Itoh & Co., LTD., Kureha Cotton Spinning Co., LTD. and Amagasaki Nail Work LTD.

4. Launch of Marubeni Co., LTD.

On December 1, 1949, Marubeni Co., LTD. was established based on the commercial supremacy and employees of the old Marubeni Shoten LTD., Daido Boeki Kaisha LTD. and Kishimoto Shoten LTD. The new company was capitalized at ¥150 million, had 1,232 employees, and Shinobu Ichikawa from Marubeni Shoten was named as president. The old Marubeni Shoten building in Motomachi 3 chome, Higashi Ward, Osaka was used as the headquarters.

When established, the Company had a headquarters in Osaka, 2 branches in Tokyo, and other branches in Kobe, Kyoto, Nagoya, Hiroshima, Fukui, Kokura, and Yokohama, but not a single overseas office.

December 1, 1949, was a day to be commemorated in Japan. On that day, private companies were allowed to export, and then in January 1950 imports were liberalized.

On the day of the Company's establishment, President Ichikawa said the Company's management policy would be to build operations on the three areas of exports, imports, and domestic operations, and that the Company philosophy would be Fairness for sales and activities, Innovation for always nourishing the spirit of progress in regards to work, and Harmony for management and labor. This was the start of the Company creed of Fairness, Innovation and Harmony.

The first financial results after establishment (December 1949 to March 1950) showed sales of ¥5 billion, 80% of which were from textiles, so the Company was a textile-centered trading company.

With the start of the Korean War in June 1950, the extraordinary demand created by the war caused improving market conditions, which resulted in a rapid increase in the Company's sales to ¥50.6 billion for fiscal 1950. However, when an agreement was reached in the cease fire talks started in 1951, the markets for the three products of textiles and soy beans, rubber, and leather collapsed, causing many trading companies, including the Company, to suffered big loses, and causing the Company to ask for help from banks and spinning companies.

The Company's first overseas office was the New York office, which was established in April 1951, and then in November of the same year the Company's first overseas subsidiary, Marubeni Company (New York) Inc, was established. In 1951 other offices were established in Karachi and Portland, and these were followed in 1952 by offices in London, Singapore, Mexico, Manila, Hong Kong and others so that by the end of 1954 the Company had 22 overseas subsidiaries and opened overseas representative offices to become a true trading company.

Thereafter, as the Japanese economy expanded, the Company's sales grew to where in 1953 sales reached ¥134.9 billion, surpassing the ¥100 billion mark. As the Company's operations expanded its capital was increased until it reached ¥1.5 billion in February 1955.

5. Merger with Iida & Co., LTD.

The government decided that the trading companies needed to be strengthened to expand the country's trade and so established a policy to strengthen them. Because the trading company Iida & Co., LTD. had sustained a large loss from the collapse of the soybean market, that company's main bank, Fuji Bank, decided that a merger with another trading company was the only way to restructure that company and so asked Marubeni to cooperate. Marubeni agreed to the merger, judging that it was in accordance with the country's policy to strengthen the trading companies, and so on September 1, 1955, Marubeni and Iida & Co., LTD. merged to form Marubeni-Iida Co., LTD.

Iida & Co., LTD., called 'Takashimaya' in Japan, was founded in Kyoto in1829 by Iida Shinshichi, a native of what is now Takashima County, Shiga Prefecture, to retail used clothing and cotton cloth. Later, the company also handled dry goods and sundries as well as concentrated on trading. In 1916, the trading division was spun off to form Iida & Co., LTD., and then in 1919 the dry goods and retail division was spun off to form Takashimaya drapery store CO., LTD., which is the forerunner of today's Takashimaya Department Store.

Just before the merger, Iida & Co., LTD. had fiscal 1955 sales of ¥31.8 billion with textiles accounting for 44% of sales and non-textiles accounting for the remaining 56% of sales. In particular, as a member of the Tookakai, a group of steel wholesalers designated by Yahata Steel and Fuji Steel, the company had a strong position in domestic steel trade. The company also held advantageous commercial supremacy for wool, leather, machinery, fuel, and other items, which were succeeded to by Marubeni-Iida through the merger, which was a major milestone in Marubeni-Iida's development into a general trading company.

In 1960, the government announced the Income Doubling Plan, which began the period of rapid economic growth and the expansion of heavy and chemical industries, such as steel, petrochemicals, synthetic textiles, and automobiles.

In line with this background, Marubeni-Iida established a chemicals department in 1957 and mediated the transfer of polyethylene production technology from the United States to Showa Denko K.K., and in 1958 actively pioneered new business fields, such as the start of automobile exports to the United States by Nissan Motor Co., Ltd., which greatly expanded the sales of machinery and other products handled by the non-textile division. This caused a decrease in the Company's ratio of sales accounted for by textiles from 65% in fiscal 1955 immediately after the merger with Iida & Co., LTD., to 50% in fiscal 1959, and then 35% in fiscal 1964.

Sales also increased from the ¥198.9 billion immediately after the merger with Iida & Co., LTD. to ¥612.7 billion in fiscal 1960 and then beyond the one trillion yen mark in fiscal 1964 to ¥1.1351 trillion. During this time new workers were actively hired, which increased the number of employees to 5,943 people as of the end of March 1965. In addition, the investment in many companies and the establishment of new companies increased the number of subsidiaries and affiliates from the original 4 at the launch of the new Marubeni to 70 companies in Japan alone. The Company's capital was increased several times so that by 1963 it reached ¥15 billion, ten times the ¥1.5 billion in 1955.

In May 1964, President Ichikawa, who had lead the Company for the 14 years since the launch of the new Marubeni, was named as chairman and Vice President Hiroshi Hiyama became president.

6. Merger with Totsu Co., LTD.

In April 1966, Marubeni merged with Totsu Co., LTD., which was a trading company specializing in metals and one of sales agents of Nippon Kokan K.K. (now NKK) (merger was registered June 1). Marubeni-Iida succeeded to the employees and commercial supremacy of that company.

Totsu Co., LTD. was founded in 1918 as Asano Bussan Co., LTD., a trading company that handled 65% of Japan's crude oil imports before World War II. After the war some operations were spun off from Asano Bussan Co., LTD. to establish Asahi Bussan Co., LTD., and then in 1961 the two companies remerged to form Tokyo Tsusho Kaisha, LTD. and later on the company's name was changed to Totsu Co., LTD. Before merging with Marubeni-Iida, the company had sales of approximately ¥200 billion, 65% of which were accounted for by metals-related operations, and approximately 1,600 employees.

The merger with Totsu created a close relationship between Marubeni-Iida and Nippon Kokan and strengthened Marubeni-Iida's previously weak metals division such that in 1966 the sales of the metals division were double that before the merger and rivaled those of the textiles division. The sales ratio of heavy and chemical industry products, such as metals, machinery, and chemicals, now accounted for more than 50% of Marubeni-Iida's sales.

Accompanying the merger, Marubeni-Iida undertook a major organizational restructuring and implemented a two headquarters system consisting of the exiting Osaka Headquarters and making the Tokyo branch the Tokyo Headquarters. In addition, most of the administrative departments were moved to the Tokyo Headquarters, so essentially the Tokyo Headquarters became the center of the Company.

During the second half of the 1960s Japan's real economic growth exceeded 10% to enter a true high-growth period. At this time, the country's industrial output, such as steel and automobiles, increased rapidly, which created the issue of procuring raw materials to meet this growing demand.

In response to this, Marubeni-Iida began developing a variety of businesses that are now the core of the company, such as importing iron ore from Australia and raw coal from Canada; constructing a pulp plant in Canada; operating salt fields in Australia; forming a textile joint venture in Thailand; establishing an automobile sales company in Belgium; and constructing a steel distribution processing center, grain silos, chemical tanks, and high-rise condominiums in Japan.

Since the merger with Iida Co., LTD. in 1955, Marubeni-Iida has had a close relationship with Fuji Bank, and the desire to increase mutual cooperation among companies, the main bank of each of them is Fuji Bank, lead to the formation in 1960 of Fuyo Development Co.,LTD. (now Fuyo General Development and Finance Co.,LTD.), a developer company, with 17 other companies including the Fuji Bank, Ltd., Nippon Kokan K.K., Showa Denko Co., Ltd., and Taisei Corporation. In 1966 the Fuyo Conference consisting of the presidents of Fuyo group companies was started, and then in 1968 Fuyo Air Services Co.,LTD. and 1969 Fuyo General Lease Co.,LTD. were established by member companies including Marubeni-Iida.

7. Company Name Changed to Marubeni Corporation

1969 marked the 20th year since the Company started anew as the Marubeni Corporation, and in fiscal 1969 sales exceeded ¥2 trillion reaching ¥2.1642 trillion, and at the end of March 1970 employees numbered 7,556.

On January 1, 1972, the Company changed its name from Marubeni-Iida Co., LTD. to Marubeni Corporation. During the same month, the office of the Tokyo Headquarters was moved from the Otemachi Building to the newly constructed Marubeni Building in Takehashi, which is still the headquarters office building today.

In July 1973, the Company merged with Nanyo Bussan Co., LTD., a trading company specializing in non-ferrous metals (the merger was registered in November) and Marubeni succeeded to the commercial supremacy and employees of that company. Nanyo Bussan was established in 1934 to import non-ferrous metals, such as copper ore from the Philippines and other areas, and before the merger had ¥13.8 billion in sales and 138 employees. Because Marubeni was weak in copper ore imports, merging with Nanyo Bussan was a major benefit.

8. Oil Crisis and Criticism of Trading Companies

As the international competitiveness of Japanese industry strengthened, exports increased and the trade surplus grew while at the same time the United State's trade deficit increased, so in response, in August 1971 the United States ceased the conversion of dollars to gold and established import surcharges. This was called the "Nixon Shock," and this was used as an opportunity to switch the major world currencies from a fixed exchange rate system to a variable exchange rate system.

This caused the yen to strengthen, so the Japanese government, with was worried about a strong yen recession, implement aggressive fiscal support, easier financing, and a low-interest-rate policy. This resulted in pouring too much money into market, which in turn caused prices to rise. In addition, poor weather overseas caused grain prices to rise, and then in October 1973 the 4th Middle East War broke out, causing the price of crude oil from Persian Gulf oil-producing countries to rise greatly. These factors caused the February 1974 wholesale price index in Japan to rise 37% over the same month the previous year to create a state of runaway inflation. At this time the mass media blamed trading company activities for the price increases saying the trading companies were probably cornering the market or hording.

Until that time the general trading companies had been well thought of as Japan's economic pioneers for developing overseas markets, investing in new businesses, and other activities, but as sales grew to several trillion yen, the sheer size of the trading companies was criticized. In addition, as the Japanese economy became massive, the accustomed double-digit growth changed to single-digit growth and industry changed from heavy industries, such as steel and heavy equipment, to light industries, such as electronics.

During this time of economic transition, the Company's sales exceeded 5 trillion yen in fiscal 1974 to reach ¥5.5484 trillion yen. Then in May 1975 President Hiyama became the chairman and Vice President Taiichiro Matsuo became the president.

The Iranian Revolution that occurred in 1979 caused a temporary stoppage in crude oil production, sending up the price of crude oil again, moving it from $10 a barrel to $30 a barrel in 1980. During this time the Company's energy and chemicals division sales increased greatly and came to account for nearly the same 23% share as that of machinery and metals. During fiscal 1980 total sales also exceeded ¥10 trillion, reaching ¥10.1846. In addition, several capital increases raised the capital to ¥39.8 billion at the end of March 1981, and the shareholders' equity exceeded ¥100 billion, reaching ¥112.5 billion.

9. Responding to the "Wintry Period for Trading Companies"

In May 1981, President Matsuo became chairman and Vice President Matsujiro Ikeda became president. During the first half of the 1980s Japan's real economic growth remained around a low 3%, and the country faced the problem of disposing of overcapacity, especially in the materials industry. In addition, because the strong yen decreased export profits, manufactures reduced the commissions paid to trading companies and began bypassing the trading companies and directly exporting by themselves. This made the environment facing trading companies even more severe while at the same time other unfavorable factors made the situation worse, such as an increase in expenses, especially labor costs, and the poor performance of subsidiaries and affiliates, so this period came to be called the "wintry period for trading companies."

To work out of this situation, in December 1982, President Ikeda proclaimed the Vitalize Marubeni (V.M.) initiative to company employees. The purpose of the V. M. initiative was to respond to the difficult business environment by creating a structure to fully utilize all employees based on changing the way of thinking throughout the company to strengthen business fundamentals and improve profitability, so the Company organization and human resource system were revised and a suggestion system implemented. But in January 1983 President Ikeda fell ill and in April he assumed a new position as director and advisor and Vice President Kazuo Haruna became president.

President Haruna continued the V.M. initiative proposed by former President Ikeda and espoused the importance of using operating profit to pay dividends and reserving allowance instead of relying on the sale of assets, but thereafter the Company suffered high write offs from the reorganization of affiliates, and so the Company continued to rely on income from the sale of stock and so the fiscal 1982 financial results showed that net after tax profit had fallen to ¥300 million.

The businesses that did expand during this difficult environment were plant exports for power systems, energy, chemicals, etc., and exports of steel pipe for oil producing companies. In particular, strong orders for power systems were received from around the world, and this proved to be a major profit source for the Company from the 1980s through the first half of the 1990s.

10. Strengthening of Consolidated Management

In June 1987, President Haruna became chairman and Vice President Tomio Tatsuno became president. In September 1985, the Plaza Accord reached at the Group of Five (Ministers of Finance and Central Bank Governors of five advanced nations) meeting resulted in the yen/dollar exchange rate, which at the time was $1 = ¥240, moving to the ¥190 level in January 1986 and then the ¥120 level in December 1987. This rapid strengthening of the yen hurt the performance of export industries, such as electric equipment and steel, which became known as the "strong yen recession." In response, the Bank of Japan executed a series of official discount rate reductions in accordance with the policy to grease the financial system using a very low interest rate.

The extra money made available by the low interest rate was put into stocks and land. In September 1985 the Nikkei Average for the first section of the Tokyo Stock Exchange stood at ¥12,000, but by the end of December 1989 it had climbed to an historic high of ¥38,915. Many companies used this increase in stock prices to procure funds by increasing capital by issuing at the market price or by issuing convertible bonds and then used the proceeds to invest in stocks. Marubeni also had a policy to actively increase capitalization which increased the Company's capital four fold from ¥46.7 billion at the end of March 1986 to ¥192.9 billion at the end of March 1991 and increased shareholders' equity 3.5 times from ¥130.2 billion at the end of March 1986 to ¥457.5 billion at the end of March 1991.

From the beginning of the 1980s, Marubeni reorganized poorly performing subsidiaries and affiliates, which required large write offs, and to make Marubeni a profitable company, it was necessary to strengthen the entire Marubeni Group, so fiscal 1989 was made the "first consolidated year."

The low interest rate activated the construction of homes and office buildings and personal consumption, such as automobile sales, was also good, so the economy recovered despite the strong yen. As a result, the Company's financial results for fiscal 1990 posted sales of ¥19.156 trillion and ordinary income of ¥54.8 billion, both.

To suppress the rapid increases in land prices, however, the Bank of Japan tightened money policy, which caused a rapid drop in the price of stocks and land. This was the so-called "burst of the bubble."

During this time President Tatsuno fell ill, and in August he became vice chairman and Vice President Iwao Toriumi became president. To create a "Marubeni with a fresh face," President Toriumi streamlined the administrative departments, reorganized and integrated subsidiaries and affiliates, and liquidated the Wrap Account and Fund Trust. As a result, the Company unavoidably suffered a large write off, and the drop in price of bank and other stocks caused the Company to post an appraisal loss on its stock portfolio, so for fiscal 1997 the Company posted a net loss of ¥30.8 billion, which was the Company's first loss since fiscal 1951.

Despite this difficult business environment, Marubeni actively developed businesses, such as developing and importing LNG from Qatar, purchasing a pulp plant in Canada, entering the electric power generation business, entering information & telecom businesses, such as fiber optic submarine cables to Europe and the United States and the Internet, and establishing many business corporations in China and Southeast Asia.

11. In the 21st Century

In April 1999, Senior Director Tohru Tsuji was inaugurated as the new president of Marubeni and President Toriumi was appointed Chairman of the Board. Upon his inauguration, President Tsuji announced a two-year restructuring plan entitled “Vision 2000” and subsequently initiated massive restructuring, including radical reform of the company’s organization and personnel system, financial structure, and liquidation and sale of unprofitable and non-core operations. In April 2001, following the completion of “Vision 2000”, Marubeni unveiled its new medium-term management plan “@ction 21”, with the new slogan “Expansion and Evolution”.

In October 2001, Marubeni-Itochu Steel Inc. (MISI) was established consolidating the steel products operations of Marubeni and Itochu Corporation. MISI, which was the first ever merger between the business divisions of trading companies, has recorded good financial results since its first year by making the most of the strong business foundations of each parent company.

The sharp decline of Japanese stock prices, the bursting of the so-called “IT bubble” and drastic changes in the world economy after 9/11 in the United States forced “@ction 21” to be reexamined just nine months after its introduction. In November 2001, President Tsuji announced the “@ction 21 “A” PLAN”, an amended version of original management plan, consisting mainly of restructuring costs related to the acceleration of write-offs and the overall clearance of potential losses including extraordinary losses amounting to ¥208 billion, to set the stage for net consolidated income of ¥30 billion and a V-shaped recovery in FY 2002. As such, FY 2001 saw a historical net loss of ¥116 billion due largely to these restructuring costs. As the mass media and stakeholders assessed our future prospects negatively, Marubeni’s stock price reached a historical low of ¥58 in December 2001. Worse, in March 2002, wrongdoing by a group company, Marubeni Chikusan Corporation, which fraudulently packaged chicken meat products, further deteriorated Marubeni’s reputation.

With the company’s very existence at stake due to these extremely critical circumstances, each and every employee dedicated themselves to the task of improving profits and reducing expenses. These efforts paid off and enabled Marubeni to achieve the previously pledged net profit of ¥30 billion and V-shaped recovery in FY 2002. In addition, Marubeni took the initiative to strengthen its compliance structure among its group companies, taking the Marubeni Chikusan incident as a lesson.

With the attainment of all the targets set in the @ction 21 “A” PLAN, President Tsuji became Chairman and Executive Vice President Nobuo Katsumata took over as the new president of Marubeni in April 2003. At the same time, the implementation of a new three-year management plan, under the name “V” PLAN, began. The “A” PLAN served to reinforce the company’s profit base as well as improve the company’s overall financial position, raising our earnings power and revitalizing the entire company in the process. The “V” PLAN has been aiming to take this to an even higher level.

The concept of “selection and concentration” accelerated through portfolio management has been advancing and is well on track under the “V” PLAN. To further better the company’s financial position, Marubeni issued ¥75.5 billion in preferred stock to increase shareholder’s equity in December 2003. The reduction of interest-bearing debt has also progressed and is well ahead of schedule. Also, in FY 2003 consolidated net profit reached an historical high of ¥34.6 billion, soon surpassed in FY 2004 by a new record of ¥41.2 billion.

Reaching a consolidated net profit of ¥60 billion in the FY 2005 would signify the real revival of the Marubeni group and an end to the struggles the company has faced over the past few years.

 

Directors, Corporate Auditors and Corporate Vice Presidents

Chairman, Member of the Board

Tohru Tsuji

 

President and CEO, Member of the Board

Nobuo Katsumata

 

Executive Deputy President, Member of the Board

Shigeki Kuwahara

Executive Corporate Officer, Regional Strategy & Coordination Dept., and Research Institute; Advisor to the President for Plant, Power & Infrastructure Projects Div., and Iron & Steel Strategies and Coordination Dept.

Corporate Executive Vice President, Member of the Board

Akira Matsuda

Executive Corporate Officer, Corporate Communications Dept., Corporate Planning & Coordination Dept., and Legal Dept.; Chairman of Investment and Credit Committee; Chairman of Compliance Committee; Executive Corporate Officer, Corporate Social Responsibility

Makoto Isogai

Advisor to the President for Forest Products & General Merchandise Div., Chemicals Div., and Development & Construction Div.; Chairman of China?Business Strategic Planning & Promotion Committee

Kazuo Ogawa

Advisor to the President for Energy Div., Metals & Mineral Resources Div., Finance & Logistics Business Div., and Business Incubation Dept.

Corporate Senior Vice President, Member of the Board

Tomoyuki Nakayama

Advisor to the President for Agri-Marine Products Div., and Textile Div.

Teruo Asada

Executive Corporate Officer, General Affairs Dept., Corporate Accounting Dept., Finance Dept.; Vice Chairman of Investment and Credit Committee; Executive Corporate Officer, Investor Relations

Michio Kuwahara

Advisor to the President for Transportation Machinery Div., and Industrial Machinery & Information Business Div.

Masaru Funai

CIO; Executive Corporate Officer, Human Resources Dept., Information Strategy Dept., and Risk Management Dept.; Vice Chairman of Investment and Credit Committee; Chairman of Security Export Control Committee; Chairman of Customs Clearance Supervising Committee

Member of the Board

Masao Fujii

Takaji Kunimatsu

Corporate Auditor

Yuji Kato

Susumu Watanabe

Hiroaki Shinoda

Kazuto Baba

Corporate Executive Vice President

Kazuhiko Sakamoto

General Manager for the Americas; President and CEO, Marubeni America Corporation

Corporate Senior Vice President

Tadatsugu Nakajima

Chief Operating Officer, Metals & Mineral Resources Div.

Ko Mori

Chief Operating Officer, Chemicals Div.

Hitoshi Sakamoto

General Manager for Europe & Africa; Managing Director and CEO, Marubeni Europe P.L.C.

Fumihiko Wada

Senior Corporate Officer, Regional Strategy & Coordination Dept.; Chairman of Committee on Global Environmental Preservation; Chairman of Environmental Business Promotion Committee

Makoto Itoh

General Manager for ASEAN

Mamoru Sekiyama

Chief Operating Officer, Plant, Power & Infrastructure Projects Div.

Koichi Mochizuki

Chief Operating Officer, Energy Div.

Toru Nishimi

Chief Operating Officer, Finance & Logistics Business Div.; Executive Corporate Officer, Iron & Steel Strategies and Coordination Dept., and Business Incubation Dept.

Corporate Vice President

Tadao Manabe

General Manager for China; President, Marubeni China Co.,Ltd.

Hiroshi Koyabu

Chief Operating Officer, Textile Div.

Tetsuro Sakamoto

Chief Operating Officer, Agri-Marine Products Div.

Norihiro Shimizu

Chief Operating Officer, Development & Construction Div.

Masanori Sasaki

General Manager, Audit Dept.

Satoshi Adachi

Executive Corporate Officer for Kansai, Senior Operating Officer, Textile Div.

Yoshinori Kusagaya

Chief Operating Officer, Industrial Machinery & Information Business Div.

Michihiko Ota

Chief Operating Officer, Transportation Machinery Div.

Fumiya Kokubu

General Manager, Nagoya Branch

Hideyuki Yasue

General Manager, Legal Dept.

Toshinori Umezawa

Chief Operating Officer, Forest Products & General Merchandise Div.

Overseas Subsidiaries and Affiliates]

Domestic Subsidiaries and Affiliates

 

[Agri-Marine Products Div.]

S Foods Inc.
OM2 Network Co., Ltd.
Kamaishi Grain Terminal Co., Ltd.
KAMAISHI SHIRYO CO., LTD.
KANTO GRAIN TERMINAL CO., LTD.
COTSWOLD JAPAN CO., LTD.
SUN-LEAF FARM CO., LTD
STORK CORPORATION
SEIWA SHOKUHIN CO., LTD.
TEN CORPORATION
TOKYO ALLIED COFFEE ROASTERS CO., LTD.
Tokyo Flour Milling Co., Ltd.
TOYO SUGAR REFINING CO., LTD.
CENTRAL JAPAN GRAIN TERMINAL CO., LTD.
NACX NAKAMURA CORPORATION
NISHI-NIHON SHIRYO CO., LTD.
THE NISSHIN OILLIO GROUP, LTD.
Marubeni Nisshin Feed Co.,Ltd.
NIPPON CHUNKY CO., LTD.
PACIFIC GRAIN TERMINAL LTD.
BENI FROZEN CORPORATION
BENIREI CORPORATION
The Maruetsu, Inc.
MARUKOH FISHERIES CO., LTD.
Marubeni Egg Corporation
MARUBENI FOODS CORPORATION
MARUBENI CHIKUSAN CORPORATION
Marubeni Foods Investment Co., Ltd.
Marubeni Retail Investment Corporation
MIYAKO SUGAR MANUFACTURING CO., LTD.
Metro Cash & Carry Japan K.K.
MELITTA JAPAN LTD.
YATUSHIRO SHIRYO CO., LTD.
YAMABOSHIYA CO., LTD.
RICE WORLD CO., LTD.

[Textile Div.]

Kyoto Marubeni Co., Ltd.
Pacific Clothing Inc.
FABRICANT CO., LTD.
BENNY TOYAMA CORPORATION
Marubeni Intex Co., Ltd.
Marubeni Textile Business Support, Ltd.
MARUBENI TEX Co., Ltd.
Marubeni Fashion Planning Corporation
Marubeni Fashion Link, Limited
MARUBENI MATES LTD.

[Forest Products & General Merchandise Div.]

WELL CORPORATION
CAMS CHAIN CORPORATION
KOA KOGYO CO., LTD.
Taiei Sangyo Co. Ltd.
FORESTNET CO., LTD.
FUKUYAMA PAPER CO., LTD.
Fuji Coated Paper Co., Ltd.
PRECISION JAPAN LTD.
MARUSUMI PAPER CO., LTD.
Marubeni Office Supply Co., Ltd.
Marubeni Pulp & Paper Sales Co., Ltd.
Marubeni Paper & Pulp Logistics Co., Ltd.
MARUBENI BUILDING MATERIALS CO., LTD.
MARUBENI CLS CORPORATION
Marubeni Cement & Construction Materials Co., Ltd.
Marubeni Techno Rubber Corporation
MARUBENI FOOTWEAR INC.
Marubeni Paper Recycle Co., Ltd.
MARUBENI LUMBER CORPORATION

[Chemicals Div.]

AIN PHARMACIEZ INC.
AIN MEDICAL SYSTEMS INC.
M-I CHEMICALS CO., LTD.
Katakura Chikkarin Co., Ltd.
KONAN LAMINATE CO., LTD.
Saitama Pet Bottle Recycle Co., Ltd.
SHINKO CHEMICAL TERMINAL CO., LTD.
Shoei Chemical Co., Ltd.
Nissan-Agri Co., Ltd.
Japan Opto Display Technology Co., Ltd.
Berevno Corporation
POLYTECH INCORPORATED
MARUBENI CHEMIX CORPORATION
MARUBENI PLAX CORPORATION
MIZUSHIMA PARAXYLENE CO., LTD.

[Energy Div.]

Qatar LNG Investment Co. Ltd.
Qatar LNG Service Agency Co. Ltd.
Qatar Third Train Finance Co., Ltd.
TOH-HOKU SEKIYUGAS CO., LTD.
MARUBENI ENNEX CORPORATION
MARUBENI ENERGY CORPORATION
MARUBENI Liquefied Gas Corporation
MARUBENI FUEL CORPORATION
MARUBENI UTILITY SERVICES, LTD.

[Metals & Mineral Resources Div.]

MARUBENI TETSUGEN CO., LTD.
MARUBENI METALS CORPORATION

[Transportation Machinery Div.]

KOYO LINE, LTD.
MARUBENI AEROSPACE CORPORATION
Marubeni Construction Machinery Sales, Inc.
Marubeni Vehicle Corporation

[Industrial Machinery & Information Business Div.]

Ecomanage Corporation
Global Access Ltd.
Global Solution KK
KOALA TELEVISION CO., LTD.
com Partners Co., Ltd.
CyberLogistics Corporation.
SHINNIHON REIKI CO., LTD.
JAPAN CABLENET LIMITED
JAPAN CABLENET HOLDINGS LIMITED
Mighty Card Corporation
MARUNOUCHI DIRECT ACCESS LTD.
Marubeni Infotec Corporation
MARUBENI INFORMATION SYSTEMS CO., LTD.
Marubeni Solutions Corporation
Marubeni Techno-Systems Corp.
Marubeni Tekmatex Corporation
Marubeni Telecom Co., Ltd.
Marubeni Machinery Co., Ltd.
Mystery Channel, Inc.

[Plant, Power & Infrastructure Projects Div.]

KAJI TECHNOLOGY CORPORATION
KAFCO Japan Investment Co., Ltd.
TRANSPORT SYSTEMS ENGINEERING CO., LTD.
Sumatra Pulp Corporation
Japan Indonesia Petrochemical Investment Corporation
Fuel Cell Japan, Co., Ltd
Hamanasu Wind Power Corporation
MARUBENI NETWORK SYSTEMS CORPORATION
Marubeni Power Systems Corporation
Marubeni Power Development Corporation
Marubeni Plotechs Corporation
MIBUGAWA POWER COMPANY

[Development & Construction Div.]

IMT CORPORATION
KOEI CO., LTD
Japan REIT Advisers Co., Ltd.
KOSHIGAYA COMMUNITY PLAZA CORPORATION
TsunaguNetworkCommunications, Inc.
TIPNESS LIMITED
PARK LANE CORPORATION
FUYO KANKO CO., LTD.
Benny Estate Service CO., LTD.
MARUBENI REAL ESTATE CO., LTD.
MARUBENI REAL ESTATE SALES CO., LTD.

[Finance & Logistics Business Div.]

iSigma Capital Corporation
AVANTI STAFF CORPORATION
APM Co., Ltd.
MG Leasing Corporation
Synergy Capital Limited.
Marnix Corporation
Marubeni Safenet co., ltd.
Marubeni Document Systems Inc. (MDS)
Marubeni Logistics Corporation
Liaison Planning Inc.
GCI Asset Management, Inc..

[Iron & Steel Strategies and Coordination Dept.]

MARUBENI-ITOCHU STEEL INC.
Marubeni Construction Material Lease Co., Ltd.

(For your reference)
The Subsidiaries of MARUBENI-ITOCHU STEEL INC.

<Domestic>
http://www.benichu.com/group/domestic.html
<Overseas>
http://www.benichu.com/group/overseas.html

[Business Incubation Dept.]

Given Imaging KK

[Corporate Staff group]

MARICS CO., LTD.
Marubeni Finance Corporation
MARUBENI SERVICE CORPORATION
Marubeni Management Resources Corporation

 


 

 RATING EXPLANATIONS

 

 

RATING

STATUS

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions