REG - Lotte Shopping CoLtd - 3rd Quarter Results <Origin Href="QuoteRef">023530.KS</Origin> - Part 1
RNS Number : 9644JLotte Shopping Co. Ltd23 December 2015Quarterly Report
(46th fiscal year)
For the nine month period ended 30 September 2015
Click on, or paste the following links into your web browser, to view the associated PDF documents.
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To: Financial Services Commission of Korea
KRX KOSPI Market 16 November 2015Company Name : Lotte Shopping Co., Ltd.
CEO : Wonjun Lee
Head Office : 81, Namdaemun-ro, Jung-gu, Seoul
(Tel) +82 2-771-2500
(Homepage) http://www.lotteshopping.comPrepared by : (Position) Head of Investor Relations (Name) Wookyung Kim
(Tel) +82 2-2118-2025On 16November2015, Lotte Shopping Co., Ltd. (the "Company") filed its business report for the firstnine monthsof 2015(the "Business Report") with the Financial Services Commission of Korea (the "FSC") and the KRX KOSPI Market of the Korea Exchange. This is a summary of the Business Report translated into English. Except where indicated otherwise, financial information contained in this summary and in the attached condensed consolidated interim financial statements of the Company as of and for theninemonth period ended30 September 2015has been prepared in accordance with the Korean equivalent of International Financial Reporting Standards ("Korean IFRS"). References to "3Q" of a fiscal year are references to theninemonth period ended 30Septemberor, as the context requires, 30Septemberof such fiscal year.
I. Overview of the Company
A. Main Businesses of the Company
The Company had 56 subsidiaries as of 30 September 2015, and the Company and its subsidiaries (on a consolidated basis, the "Group") may be divided into the following segments: department store segment, discount store segment, finance (credit card service) segment, electronics segment, convenience store segment and other business segment.
B. Subsidiaries and Affiliates of the Company
1. Consolidated Subsidiaries
See Note 1 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for nine month period ended 30 September 2015.
2. Affiliates
The Company has 86 affiliates.
a. Listed companies
Business category
Affiliates
Number of companies
Food
Lotte Confectionary, Lotte Food, Lotte Chilsung Beverage
3
Petrochemical
Lotte Chemical
1
Retail
Lotte Shopping, Lotte Hi-mart
2
Finance / Insurance
Lotte Insurance
1
Communications
Hyundai Information Technology
1
b. Unlisted companies
Business category
Affiliates
Number of companies
Food / Pharmaceutical
Lotteria, CH Beverage, MJA Wine, HUI, Chung-buk Soju, Cinema Food, Baekhak Beverage, Lotte-Nestle Korea
8
Tourism / Leisure
Lotte Hotel, Lotte Giants, Lotte Hotel Busan, Lotte Corporation, Lotte Cinema Trading, D-Cinema Korea, Lotte JTB, Lotte Gimhae Development, Universal Studios Korea Development
9
Retail
Lotte International, Lotte Station Building, Korea Seven, Lotte.com, Lotte Asahi Liquor, FRL Korea, Woori Home Shopping, Buy the Way, Korea STL, Lotte Suwon Station Shopping Town, Lotte DF Global, Lotte DF Retail, S&S International, NCF, Lotte Songdo Shopping Town, CS Mart , Lotte Department Store Masan, Lotte Shopping Town Daegu, Lotte Duty Free Jeju
19
Chemical
Korea Fuji Film, Sambark LFT
2
Machinery / Electronics
Lotte Aluminium, Canon Korea Business Solutions
2
Construction /
Real Estate
Lotte Engineering & Construction, Lotte Asset Development, Lotte Incheon Development, Universal Studios Korea Resort Asset Management Corporation, Donggyo Cheonggiwa PFV, Incheon Town, Magok District PFV, Eunpyeong PFV
8
Advertising
Daehong Communications, Mobizap Media, M.Hub
3
Communications
Lotte Data Communication, Han Paysys
2
Financial
Lotte Capital, Lotte Card, Lotte PS Net, Mybi, Busan Hanaro Card, eB Card, Gyeonggi Smartcard, Incheon Smartcard, Jang Kyo PFV, Lotte auto lease
10
Petrochemicals
Seetec, KP Chemtech, Daesan MMA, Lotte Mitsui Chemicals, Lotte Versalis Elastomers
5
Manufacturing
DACC Aerospace, Angel With
2
Logistics
Lotte Logistics, , HyundaiLogistics, Hyundai Cosco Logistics
3
Non-financial holding company
Aegis First
1
Repair Service
Lotte auto care
1
Rental Service(Except for Real Estate)
LotteRental, Green Car
2
Others
Lotte Members
1
Since the last business report, LotteShopping TownDaegu, Lotte Duty Free Jeju, Lotte auto lease, Lotte auto care, LotteRental and Green Car became affiliates of the Company.
C. Recent Changes in Management
Summary of the appointment of the board of directors at the annual general shareholders' meeting held on March 2015:
Appointment of inside director: Kyukho Shin
Appointment of outside directors: Hyeryun Kang, Chungsook Moon
D. Recent Acquisitions by the Company
On 19 January 2012, the Company acquired a 97.37% equity interest in CS Mart Co., Ltd. and became its controlling shareholder.
On 31 October 2012, the Company acquired a 65.25% equity interest in Hi-mart Co., Ltd. and became its controlling shareholder.
Control over the Lotte.com was acquired by owning 50.01% of the stocks through the additional acquisition of the stocks of Lotte.com by participating in the capital increase through issuance of new stock on February 17, 2015 of Lotte.com that pursues mail-order business (additional acquisition of forfeited stock on February 26).
E. Changes in Capital Stock
1. Increase (decrease) in share capital
(As of 30 September 2015) (Unit: Won, shares)
Date of new stock issuance
Type of issue
Details of the newly issued stock
Type
Quantity
Par value per share
Issued value
Remarks
9 February 2006
Paid-in capital increase (public subscription)
Common stock
6,857,143
5,000
400,000
LSE listed
(GDS)
9 February 2006
Paid-in capital increase (public subscription)
Common stock
1,714,286
5,000
400,000
KRX listed
16 March 2006
Paid-in capital increase (public subscription)
Common stock
471,945
5,000
400,000
LSE listed
(GDS)
22 January 2013
-
Common stock
2,447,518
5,000
-
KRX listed
The Company's Global Depositary Shares ("GDSs") were issued at US$20.67 per GDS, at the ratio of one share of common stock to 20 shares of GDSs. (Applying an exchange rate of Won 967.8 per US$1.00).
On 22 January 2013, additional shares of the Company that were issued in connection with the Company's acquisition of Lotte Midopa were listed on the Korea Exchange.
2. Issuance of convertible bonds
(As of 30 September 2015) (Unit: thousand Won, shares, %)
Type of issue
Date of issuance
Date of maturity
Total face amount
Type of convertible stock
Conversion period
Conversion terms
Outstanding bonds
Rate
Price
Face amount
Shares upon conversion
First Overseas Convertible Bond
5 July 2011
5 July 2016
978,969,250
Unregistered common stock
5 July 2012 ~ 24 June 2016
100%
648
149,412,924
230,583
The number of shares upon conversion was calculated by dividing the total principal amount by the conversion price, disregarding fractional shares.
Conversion based on the fixed exchange rates of US$ 1.00 = Won 1,083.50 and JPY 100 = Won 1,345.29, which were the exchange rates announced by the Seoul Money Brokerage Services, Ltd. on 15 June 2011 (the date of the board of directors resolution in connection with the issuance).
In accordance with Korean IFRS 1032, the number of shares to be issued and the amount in connection with the exercise of a conversion right on a convertible security must be fixed for the conversion right to be classified as an equity security. In the Company's case, while the number of shares to be issued is fixed, the amount of principal to be paid upon maturity if the bonds remain unconverted will vary depending on the exchange rate. As such, the convertible bonds must be classified as a debt security, and the Company recognizes the bonds in its liability accounts, instead of in its equity account.
On 5 July 2014, holders exercised their early redemption option and redeemed US$480,800,000 and JPY 22,940,000,000 aggregate principal amount of the convertible bonds.
F. Total Number of Shares
(As of 30 September 2015) (Unit: shares)
Type
Number of shares
Common shares
Total
Number of shares authorized
60,000,000
60,000,000
Total issued shares
32,236,362
32,236,362
Total number of shares withdrawn
745,470
745,470
Number of issued shares
31,490,892
31,490,892
Number of treasury shares
1,938,688
1,938,688
Number of issued and outstanding
29,552,204
29,552,204
G. Voting Rights
(As of 30 September 2015) (Unit: shares)
Type
Number of shares
Remarks
Total issued shares (A)
Common stock
31,490,892
-
Preferred stock
-
-
Shares without voting rights (B)
Common stock
1,938,688
Treasury stock
Preferred stock
-
-
Shares without voting rights pursuant to the Company's articles of incorporation (C)
Common stock
-
-
Preferred stock
-
-
Shares with restricted voting rights pursuant to law (D)
Common stock
-
-
Preferred stock
-
-
Shares with restored voting rights (E)
Common stock
-
-
Preferred stock
-
-
Shares with exercisable voting rights
(F = A - B - C - D + E)
Common stock
29,552,204
-
Preferred stock
-
-
H. Dividends
1. Dividends for the past three years
Subject
46thfiscal year(3Q)
45thfiscal year
44rdfiscal year
Par value per share (Won)
5,000
5,000
5,000
(Consolidated)Net profit (million Won)
172,526
526,650
788,445
Earnings per share (Won)
5,516
17,391
26,674
Total cash dividend (million Won)
-
59,104
44,328
Total stock dividend (million Won)
-
-
-
(Consolidated)Cash dividend payout ratio (%)
-
11.2
5.6
Cash dividend yield (%)
Common stock
-
0.72
0.38
Preferred stock
-
-
-
Stock dividend yield (%)
Common stock
-
-
-
Preferred stock
-
-
-
Cash dividend per share (Won)
Common stock
-
2,000
1,500
Preferred stock
-
-
-
Stock dividend per share
Common stock
-
-
-
Preferred stock
-
-
-
Prepared on a separate basis in accordance with Korean IFRS.
2. Calculation of earnings per share for the current period
Category
2015(3Q)
Net profit for the period
172,526,866,730
Interest on issued hybrid securities
(9,510,698,627)
Weighted average number of common stock (excluding treasury stock)
29,552,204
Earnings per common share
5,516
II. Business Description
A. Business Overview
The following table is a summary of the Company's main businesses and subsidiaries organized by business segment.
Business segment
Subsidiaries
Main businesses
Department store
Lotte Shopping (department store)
Department store establishment, management and distribution businesses
Discount store
Lotte Shopping (discount store)
Large discount store establishment, management and distribution businesses
LOTTE VIETNAM SHOPPING CO., LTD.
Discount store business in Vietnam
Qingdao LOTTE Mart Commercial Co., Ltd.
Discount store business in China
LOTTE MART COMPANY LIMITED
Lotte Mart China Co., Ltd. and 42 other entities
Liaoning LOTTE Mart Co., Ltd.
Jilin LOTTE Mart Co., Ltd.
Lotte Mart (ChongQing) Commercial Company Co. Ltd.
LOTTE MART(CHENGDU) COMMERCIAL COMPANY LIMITED
PT. LOTTE SHOPPING INDONESIA
Discount store business in Indonesia
PT. LOTTE MART INDONESIA
Finance
Lotte Card
Credit card business
eB Card Co., Ltd.
Electronic payment and transportation card system (AFC system) businesses
Electronics
Lotte Hi-mart Co., Ltd.
A wholesale and retail company for electronics and household appliances
convenience store
Korea Seven Co., Ltd.
Convenience store business
Buy the Way Inc.
Convenience store business
Other
Lotte Shopping (supermarket)
Supermarket establishment, management and distribution businesses, including supermarket real estate and leasing
CS Mart
Lotte Shopping (cinema)
Producing, investing and distributing movies; management of cinemas
Woori Home Shopping & Television Co., Ltd.
TV home shopping, online shopping and catalogue shopping businesses
Lotte.com
Logistics industry in accordance with the basic law on electronic trading such as businesses on the operation of internet shopping mall, etc.
Lotte Members
Open type affiliation (point) business and professional analysis business, etc.
Lotte Songdo Shopping Town Co., Ltd.
Development and management of Lotte Mall Songdo
Lotte Suwon Station Shopping Town
Operation and consigned management of real estate
LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD.
Investing in retail businesses in Vietnam, India and Indonesia
Lotte Shopping Holdings (Hong Kong) Co., Limited
Investing in retail businesses in China
LHSC Limited.
Investing in home shopping businesses in China
LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.
A holding company investing in new industries and business expansions in Vietnam
The following table is a summary of the Company's financial condition by business segment.
(Unit: million Won, %)
Business segment
Division
46th fiscal year (3Q)
45th fiscal year (3Q)
45th fiscal year
44rd fiscal year
Amount
Percentage
of total
Amount
Percentage of total
Amount
Percentage of total
Amount
Percentage
of total
Department Store
Sales
5,666,036
26.2
5,713,101
27.6
8,043,745
28.6
8,172,110
29.0
Operating income
282,145
42.4
425,877
44.5
602,558
50.7
698,694
47.0
Total assets
16,781,777
40.5
16,217,052
41.4
16,794,731
41.9
15,667,182
40.2
Discount Store
Sales
6,347,810
29.3
6,172,565
29.8
8,208,956
29.2
8,836,455
31.3
Operating income
(30,632)
-4.6
90,260
9.4
67,075
5.6
220,431
14.8
Total assets
10,615,864
25.7
10,752,547
27.4
10,412,802
26.0
11,008,450
28.2
Finance
Sales
1,359,522
6.3
1,284,567
6.2
1,760,811
6.3
1,694,060
6.0
Operating income
143,926
21.7
171,756
18.0
202,636
17.1
200,749
13.5
Total assets
9,282,599
22.4
8,200,479
20.9
8,575,013
21.4
8,537,358
21.9
Electronics
Sales
2,890,369
13.4
2,798,933
13.5
3,754,295
13.4
3,519,060
12.5
Operating income
133,728
20.1
114,711
12.0
144,391
12.2
184,804
12.4
Total assets
2,887,674
7.0
2,804,670
7.2
2,774,637
6.9
2,755,424
7.1
Convenience store
Sales
2,512,144
11.6
1,986,815
9.6
2,685,504
9.6
2,554,261
9.1
Operating income
47,663
7.2
30,860
3.2
37,554
3.2
55,867
3.8
Total assets
1,236,866
3.0
1,185,040
3.0
1,157,632
2.9
1,104,231
2.8
Others (1)
Sales
2,871,425
13.2
2,734,087
13.3
3,646,256
12.9
3,435,756
12.1
Operating income
87,904
13.2
123,123
12.9
134,165
11.2
124,716
8.5
Total assets
581,862
1.4
22,697
0.1
357,511
0.9
(100,079)
-0.2
Total
Sales
21,647,306
100.0
20,690,068
100.0
28,099,567
100.0
28,211,702
100.0
Operating income
664,734
100.0
956,587
100.0
1,188,379
100.0
1,485,261
100.0
Total assets
41,386,642
100.0
39,182,485
100.0
40,072,326
100.0
38,972,566
100.0
(1) Represents adjustments for consolidation.
1. Department store business segment
a. Lotte Shopping (department store)
i. Industry overview
The following tables show the market size and number of department stores in Korea.
Department store market size in Korea
(Unit: trillion Won, %)
Category
2013
2014
2015(3Q)
Market size
29.8
29.2
20.8
Growth rate
4.6%
-2.0%
-1.9%
Source: National Statistics Office
Excludes data for outlets.
Number of department stores in Korea
(Unit: stores)
Category
2013
2014
2015(3Q)
Number of department stores
93
95
96
Increase (decrease)
+4
+2
+1
Source: National Statistics Office
Excludes data for outlets.
ii. Company overview
Trends in market share
(Unit: %)
Category
2012
2013
2014
Lotte department store's market share
44.4%
45.8%
48.6%
Source: National Statistics Office and Company data.
Sales from the Company's department stores are gross sales (including sales from leased shops).
The revenue of Lotte Department Stores includes 31 stores owned by the Company, as well as two Young Plaza stores, 15 outlet stores, and two stores operated by the Company pursuant to management contracts with Lotte Station Building (an affiliate of the Company).
2. Discount stores business segment
a. Lotte Shopping (discount store)
i. Industry overview
The following tables show the market size and number of discount stores in Korea.
Discount store market size in Korea
(Unit: trillion Won, %)
Category
2013
2014
2015(3Q)
Market size
45.1
46.6
36.1
Growth rate
2.0%
3.3%
1.8%
Source: National Statistics Office
Based on data for large marts (defined as having retail space of 3,000 square meters or more - includes certain duty free shops and outlets).
Number of discount stores in Korea
(Unit: stores)
Category
2013
2014
2015(3Q)
Number of discount stores
511
528
547
Increase (decrease)
+13
+17
+19
Source: National Statistics Office
Based on data for large marts (defined as having retail space of 3,000 square meters or more - includes certain duty free shops and outlets).
ii. Company overview
The following table shows the market share of Lotte Mart in the discount store market in Korea.
Trends in market share
(Unit: %)
Category
2012
2013
2014
Lotte Mart's market share
15.9%
15.9%
15.4%
Source: National Statistics Office and Company data
Includes data for 111 domestic discount stores and five VIC Market stores.
b.LOTTE VIETNAM SHOPPING CO., LTD.
i. Industry overview
Trends in market size in Vietnam
Category
2013
2014
2015(1)
Population (million people)
90
91
92
GDP (USD 100 million)
1,717
1,917
2,134
Per capita (USD)
1,914
2,115
2,330
Growth rate (%)
5.4
5.5
5.6
Consumer price index (%)
6.6
5.2
5.2
Note:
(1) Projected
Source: Planet Retail and the General Statistics Office of Vietnam
ii. Company overview
The Company opened its first store in Vietnam in south Saigon in December 2008 followed by its second store in Phu Tho in July 2010. The Company has selected Vietnam as one of its target countries for expansion of the discount store business and plans to enhance its presence in Vietnam through aggressive expansion and localization. As of 30 September 2015, the Company operated ten stores in Vietnam.
Status of LOTTE VIETNAM SHOPPING CO., LTD. stores
(Unit: stores)
Category
2013
2014
2015 (3Q)
Number of stores
6
10
10
Increase (decrease)
+2
+4
+0
c. QingdaoLOTTE Mart Commercial Co., Ltd./LOTTE MART COMPANY LIMITED / Lotte Mart China Co., Ltd. and42 other entities/ Liaoning LOTTE Mart Co., Ltd. / Jilin LOTTE Mart Co., Ltd. / Lotte Mart (Chongqing) Commercial Co., Ltd. / LOTTE MART (CHENGDU) COMMERCIAL COMPANY LIMITED
i. Industry overview
Trends in market size in China
Category
2013
2014
2015(1)
Population (thousand people)
1,360,320
1,367,520
1,374,310
GDP (USD 100 million)
92,058
104,917
115,111
Per capita (USD)
6,767
7,672
8,376
Growth rate (%)
8.2
7.4
6.8
Increase in consumer price index (%)
3.0
2.3
2.5
Note:
(1) Projected
Source: Planet Retail
ii. Company overview
The Company has been actively expanding into the Chinese market, starting with the acquisition of eight Makro stores in China in June 2008. The Company acquired Times Ltd.'s discount stores in 2009. The Company operated 100 stores in China As of 30 September 2015 and plans to continually expand in the regions where its stores are already located and also improve its customer service and competitiveness.
Status of stores in China
(Unit: stores)
Category
2013
2014
2015(3Q)
Number of stores
Shanghai
77
72
74
Qingdao
7
6
0
Beijing
12
12
12
Beijing(super)
-
-
16
Shenyang
9
8
8
Chongqing
2
5
6
Total
107
103
116
Increase (decrease)
+5
-4
+13
d. PT.LOTTE SHOPPING INDONESIA and PT. LOTTE MART INDONESIA
i. Industry overview
Trends in the market size in Indonesia
Category
2013
2014
2015(1)
Population (million people)
248
251
255
GDP (USD 100 million)
8,739
8,507
9,080
Increase in consumer price index (%)
6.4
6.0
6.8
Note:
(1) Projected
Source: Planet Retail (June 2015)
ii. Company overview
The Company acquired 19 Makro stores in Indonesia in November 2008 and opened 12 stores through its local retail business subsidiary in 2010, 2011 and 2012. As of 30 September 2015, the Company operated 39 stores in Indonesia and plans to continually expand in Indonesia.
Status of stores in Indonesia
(Unit: stores)
Category
2013
2014
2015(3Q)
Number of stores
36
38
39
Increase (decrease)
+5
+2
+1
3. Financial business sector segment
a. Lotte Card
i. Industry overview
Status of credit card business
(As of 30 September 2015)
Type
Company name
Number of companies
Dedicated credit card companies
Lotte Card, Samsung Card, Hyundai Card, Shinhan Card, Hana SK Card, BC Card, KDB Capital, KB Kookmin Card, Woori Card
9
Banks with credit card business
Kyongnam Bank, Kwangju Bank, Industrial Bank of Korea, Daegu Bank, Busan Bank, Suhyup Bank, Standard Chartered Bank, Citibank Korea,Jeonbuk Bank, Jeju Bank, NH Nonghyup Bank
11
Source: Press Release from the Credit Finance Association
Credit card issuances and usage data
Year
Number of credit cards
(ten thousand cards)Number of card holders(ten thousand persons)
Credit card charge volumes (trillion Won)
2012
11,623
8,406
577.7
2013
10,203
7,589
585.6
2014
9,232
7,012
594.1
Source: Press release from the Financial Supervisory Service
ii. Company overview
Lotte Card, a subsidiary of the Company, is a leading credit card company in Korea with the largest distribution and service network.
Trends in market share
(Unit: trillion Won, %)
Category
2013
2014
2015 (2Q)
Credit card market size in Korea by charge volumes
585.6
594.1
303.3
Lotte Card's charge volumes
54.1
53.5
27.6
Lotte Card's market share
9.2%
9.0%
9.1%
Source: Financial Statistics Information System of the Financial Supervisory Service
Based on credit purchases (including lump-sum payments, instalments and corporate purchases) and cash loans (including cash services and card loans).
b. eB Card
i. Industry overview
Prepaid cards use electronic money to pay for transportation services. Prepaid cards are used in the transportation and distribution sectors throughout Korea.
Competitivesituation
Comparisons of competitors in2015(3Q)
MYbi
eB Card
Korea Smart Card
Card name
MYbi Card
Cash Bee
T Money
Service area
Busan, Ulsan, Gyeongnam Province, etc.
Gyeonggi Province, Incheon, Chungnam Province, etc.
Seoul, Jeju, Pohang, etc.
Bus
9,182 buses
18,552 buses
11,053 buses
Taxi
52,078 taxies
34,194 taxies
122,225 taxies
Subway
128 stations
-
441 stations
ii. Company overview
eB Card, a subsidiary of the Company, provides electronic money services for store and transportation networks. In December 2010, eB Card issued a new pre-paid card brand called "Cash Bee." Unlike then prepaid transportation cards existing before, Cash Bee cards can be used to make purchases at convenience stores and retail outlets in addition to paying for transportation fares. As of 30 September 2015, Cash Bee cards are accepted at 72,500 places.
In addition, in May 2011, eB Card introduced Near Field Communication (NFC) based pre-paid mobile Cash Bee for NFC compatible mobile smartphones. Users of pre-paid mobile Cash Bee can download the mobile Cash Bee application on to their NFC compatible mobile smartphones to make purchases at convenience stores and retail outlets in addition to paying for transportation fares.
Trendsin market share
(Unit: 100 million Won, %)
Category
2012
2013
2014
Market size for prepaid cards in Korea based on sales (1)
2,641
2,678
2,974
EB Card
589
692
857
EB Card's market share
22.3
25.8
28.8
Notes:
(1) Based on disclosure of MYbi, eB Card and Korea Smart Card.
4. Electronics
a. Lotte Hi-mart
i. Industry overview
Market size of household / consumer electronics in Korea
(Unit: trillion Won)
Category
2011
2012
2013
2014
Household electronics
15.6
15.5
16.8
16.8
Computer and communication devices
23.0
24.4
21.8
19.7
Source: National Statistics Office
ii. Company overview
Lotte Hi-Mart was established in 1987. Since then, it quickly established itself as an electronics specialty store with a nationwide store network. Lotte Hi-Mart, which had initially sold large electronic products such as TVs, refrigerators and washing machines, began to offer personal computers in 2001 and other IT products. In 2007, Lotte Hi-Mart began selling mobile products, such as smartphones, tablet PCs and related products, and is continually expanding sales in this area.
In the third quarter of 2015, Hi-mart's revenue increased by approximately 3.3% on a consolidated basis compared to the third quarter of 2014, largely due to the continued growth of household electronics and appliances such as refrigerators and washing machines. as of 30 September 2015, operated 437 stores in total.
Lotte Hi-Mart currently operates 11 logistic centres and implements a CS Master system for training and management of specialized installation teams. As of 30 September 2015, 599 household electronics installation teams and 1,618 air conditioner installation teams were in charge of installation. In addition, there were 11 service centres for electronics repair services.
The online shopping mall was launched in 2000 to expand into the rapidly-growing online market and attract young customers who are familiar with the use of the Internet. The shopping mall currently operates through a website (www.e-himart.co.kr).
Market share of household / consumer electronics among household / consumer electronics stores
Store
2012
2013
2014
Lotte HiMart
47.0
46.6
48.6
Electronics Land
7.1
7.3
7.0
Living Plaza
26.8
26.7
25.5
Hi Plaza
19.0
19.4
18.9
Source: Audit reports of respective companies
5. convenience store Segment
a. Korea Seven / Buy the Way
i. Industry overview
Increase of household debts and residential costs have been main factors to cause hindrance to people's consumption. Slowing down of consumer confidence and decrease of consumption came thereafter appear as 'recession typed consumption pattern' and the portion of small purchase and planned purchase is on the rise.
Domestic convenience store market records growth in these difficult situations. It can be explained that this growth is due to expansion of consumption pattern of short distance, aging population and decrease in the number of household members.
These days, convenience stores, as representative distribution channel for short distance small purchase, are recognized by its significant competitiveness of differentiated products development and sales coping with customers' life style.
Sales of HMR product (convenience food) have been increased by the increase of single households, expansion of five-day workweek and camping culture. Convenience stores are recognized as a place where people can buy a meal and the portion of sales in convenience food is on the rise. In addition, global omni channel trend breaks the boundaries between online and offline shopping. Coping with this age of 40 million smartphone users, mobile market gets bigger and the boundaries between online and offline shopping brakes more quickly. Consumers become to do shopping while moving in and out channels freely. In order to quickly adopt this need of consumers, convenience store industry will try to satisfy the need of consumers laying emphasis on convenience and practicality by adopting O2O (Online-To-Office) service.
While overall recession of retail businesses due to shrunken consumer confidence caused by regulations on distribution and economic downturn, domestic convenience market continues to grow alone. It is expected that convenience market will continue to grow due to expansion of small purchase pattern because of increase of single households and development of convenience stores specialized in various format suitable to the need of customers.
ii. Company overview
Different to other distribution businesses, convenience stores is a type of business having a concept that it can provide various services and conveniences to proper place and in prompt time. Considering that it provides additional services in addition to sales of ordinary products, convenience stores cannot be operated independently without a foundation of social infrastructure including IT and is a business type which appears only when certain level of national income is achieved.
In Korea, since '7-Eleven'- the first convenience store- appeared within the Olympic District of Jamsil in May, 1989, the number of stores and sales have continued to grow by more than two digits each year. Even though the growth faltered for a while after IMF crisis in 1997, convenience store business could rather establish its foundation of rapid growth by attracting unemployed population from economic crisis. Since then, convenience stores could continue its quality growth through remarkable growth of IT technology, increase in single household and expansion of service items due to receipt of public utility charges and financial computerization.
Along with aggressive expansion of stores for external growth, the convenience stores took over Buy the Way, the same business entity, in May, 2010 and established external expansion by itself. Since then, due to continuous growth, the competition landscape within convenience market changed into the structure of competition of 3 parties: Korea Seven, CU and GS25.
In order to maximize the synergy, Korea Seven, as global brand of '7-Eleven', tries to maintain its differentiated position within the industry by connecting with 7-Eleven licensees and utilizing Global Network such as common sourcing of products, facilities and equipments, sharing information of new products and best seller ones, and sharing information related to customer trend.
Moreover, through store efficiency enhancement and product differentiation, the company tries to become selected as first priority and makes its best efforts in making a contribution to increase profits of franchisees, in addition.
Recent trend of market scale
Year
Number of store
Sales
Performance (number)
Growth rate (%)
Performance (100 million won)
Growth rate (%)
2012
24,559
15.7
117,385
15.8
2013
24,859
1.2
128,101
9.1
2014
26,020
4.7
138,361
8.0
6. Other Business Segment
a. Lotte Super, CS Mart
i. Industry overview
Large supermarket chains are growing at a slower rate than the industry rate due to stricter laws protecting local merchants that restrict the opening of new stores by large supermarket chains. Overall, the industry was slow to grow due poor consumption levels, mandatory days of closure and shorter hours of business. Accordingly, the industry is seeking various ways to continue growing, such as store diversification and new business development. The sluggish growth is expected to continue in 2015 for large supermarket chains. As such, they are making efforts to boost sales by diversifying new stores, developing new products that follow consumption trends and pioneering new businesses as well as increase profits by improving store operation efficiency and cutting costs.
ii. Company overview
Lotte Super started its supermarket business in April 2000. Starting with the Jeonnong store as its first store, Lotte Super has built up many stores across Korea, including through the acquisition of the chain store business of Hanwha Stores in 2004 and Big Mart and Nice Mart in 2007.
In addition, Lotte Super entered the online supermarket business by opening an online shopping mall in 2009. In 2010, Lotte Super started a new franchise model to strengthen its cooperation with small and medium-sized merchants and contribute to regional communities through increased employment and service improvements, among others. In 2012, Lotte Super strengthened its leading market position by acquiring CS Distribution and thereby creating synergy effects from the newly acquired businesses such as the voluntary franchise business. In March 2013, Lotte Super launched a mobile application to enhance convenience for customers and became the first player in the industry to pave the new avenue of mobile supermarket shopping.
b. Lotte Cinema
i. Industry overview
As for the third-quarter of the 2015 Korean film industry, the number of audiences increased by 5.6% compared to last year from 69,180,000 to 73,060,000; the sales record increased by 5.4% compared to last year, which is 569,200,000 won.
.
ii. Company overview
As of 30 September 2015, Lotte Cinema operated 105 movie cinemas. In addition, Lotte Cinema entered the Vietnamese market in May 2008 and was the first Korean company to do so. In December 2010, Lotte Cinema opened its first overseas cinema in Songshan, China, as part of its plan to expand in overseas markets. In 2014, Lotte Cinema opened two new cinemas in China and five new cinemas in Vietnam. As of 30 September 2015, Lotte Cinema operated 28 overseas cinemas.
Trends in market share
(Unit: 10,000 persons, %)
Category
2013
2014
2015 (3Q)
Number of movie tickets sold in the cinema industry in Korea
21,335
21,506
7,306
Number of movie tickets sold by Lotte Cinema(1)
6,376
6,300
2,245
Lotte Cinema's market share
29.9%
29.3%
30.7%
Note:
(1) Includes the number of movie tickets sold by cinemas managed but not owned by Lotte Cinema.
c. Woori Home Shopping
i. Industry overview
(1) TV home shopping
There are six TV home shopping companies in Korea. Korea Home Shopping (currently GS Home Shopping) and Home Shopping (currently CJ O Shopping) started in 1995, three companies, Woori Home Shopping, Hyundai Home Shopping and NS Home Shopping, joined the market in 2001 and Home & Shopping joined the market in 2011. TV home shopping companies, under the approval of the Korea Communications Commission, furnish customers with product information through TV channels, receive orders, mostly through phone calls, and then deliver the ordered products to customers at their desired locations. Therefore, TV home shopping business operation requires infrastructure, such as broadcasting facilities and logistics systems, strategic products planning and a variety of customer services.
(2) Online shopping mall
Online shopping malls deliver product information directly to consumers through wholesalers and Internet and allow customers to purchase at their convenience and at cheaper prices.
(3) Catalogue
Catalogue companies send catalogues describing products to select customers, and customers can order and purchase products through the catalogues that they receive. Increasing customer base and delivering the optimal product information to customers are important elements in this business.
ii. Company overview
Woori Home Shopping, a subsidiary of the Company, sells a variety of consumer goods and services by means of TV home shopping. In addition, Woori Home Shopping also operates an online shopping mall and catalogue shopping business.
Trends in market share
(Unit: 100 million Won, %)
Category
2013
2014
2015 (2Q)
Market size of the home shopping industry in Korea
38,829
41,000
19,536
Woori Home Shopping sales
7,732
8,692
4,180
Woori Home Shopping market share
19.9%
21.2%
21.4%
Estimated based on publicly disclosed estimated total sales data for the Company's competitors in Korea (excluding NS Home Shopping and Home & Shopping).
d. Lotte.com
i. Industry overview
The size of the on-line shopping market, which is subjected to less limitations in terms of time and space in comparison to the off-line outlets, is increasing extremely rapidly since the emergence of the mobile shopping in the mid-2000's. Customers can get access to a diverse range of product information at anytime and anywhere, and enjoy very high level of convenience of shopping through the One-stop services for ordering and delivery. In addition, being able to purchase goods at significantly lower price in comparison to the off-line outlets is also one of the biggest attractions of the on-line shopping. Although the mobile/internet shopping market can be affected by the consumer sentiments for consumption in accordance with the economic situations of the time, it is possible to cope with the fluctuation in the economic situations by means of its outstanding price competitiveness in comparison to other off-line distribution channels.
ii. Company overview
In the on-line shopping market, extensive range of players including not only the companies specializing only on the pure on-line shopping but also off-line distribution companies such as department stores and discount outlets, as well as home shopping companies are competing in the area of B2C. In the internet shopping market, extensive range of players including not only the companies specializing only on the pure on-line shopping but also off-line distribution companies such as department stores and discount outlets, as well as home shopping companies are competing in the area of B2C. Moreover, there is markedly rapid growth of social commerce companies that uses the concept of cooperative purchasing since 2010. The annual volume of transaction of the on-line shopping market in 2014 was 45.2 trillion Won, which is a growth by approximately 14% from the previous year with continued growth every year.
e.Lotte Members
i. Industry overview
Recently, 'Omni-channel consumption' in which the on and off-line channels are used simultaneously, 'Mobile shopping' through which consumers can access the shopping sites at anytime and anywhere, 'Global consumption' including direct purchase from overseas sources, etc., 'Rational consumption' through exhaustive comparison of prices and 'Malling consumption' of enjoying leisure and cultural life along with shopping are establishing themselves as the key industrial trend for the distribution and logistics industry.
With the full-fledged commencement of the era of mobile platform-based cultural contents, enormous changes have been brought into the production and consumption of contents. With the continued launching of O2O services with built-in lT technology and settlement services, off-line companies are unfolding Omni-channel strategy that combines on-line services. On the other hand, the Fin-tech market is growing rapidly in Korea in accordance with the alleviation of the regulations and the strategy for nurturing of the Fin-tech market by the government, with the creation of new markets through the activation of the competition and alliance between financing companies and IT companies in order to secure vantage point in the Fin-tech market.
f. Lotte Songdo Shopping Town
The Company completed its land purchases in connection with the construction of Lotte Mall Songdo in July 2011. In December 2013, the Company completed the first-stage of construction, the mart section, which is currently open for business. The second stage of this project is currently undergoing earthworks and is scheduled to be completed by the second half of 2017.
g. Lotte Suwon Station Shopping Town
It was incorporated on March 16, 2005, acquired the approval for the construction of Lotte Mall Suwon on January 3, 2012, permission for occupation and use of the mall on November 21, opened the Lotte Mall Suwon on November 27, 2014 for business, and is currently operating and managing the Lotte Mall Suwon.
h. LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD./ Lotte Shopping Holdings (Hong Kong) Co.,Limited / LHSC Limited/LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.
As of 30 September 2015, LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD. held shares in distribution companies in India, Indonesia and Vietnam (including LOTTE HOTEL & RETAIL VIETNAM PTE. LTD., a holding company established to pursue and expand new business opportunities in Vietnam), while Lotte Shopping Holdings (Hong Kong) Co., Limited holds shares in distribution companies in China as well as LHSC Limited, a holding company established for the acquisition of a home shopping company, Lucky Pai, in China.
(Unit: million Won,%)
Name of holding company
Name of subsidiaries
Shareholding ratio
Book value for investment stock
Business Type
LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD.
Lotte Shopping India Private Limited
100.0
18
Distribution
(department store)
LOTTEMART C&C INDIA PRIVATE LIMITED
100.0
269
Distribution (mart)
PT. LOTTE SHOPPING INDONESIA
25.0
85,377
Distribution
(mart)
PT. LOTTE MART INDONESIA
99.0
94,604
Distribution
(mart)
LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.
40.0
29,576
Investment company
PT. LOTTE Shopping Avenue Indonesia
99.0
52,032
Distribution
(department store)
Lotte Shopping Plaza Vietnam Co., Ltd.
100.0
33,745
Distribution
(department store)
International Business Center Company Limited
50.0
64,178
Real estate lease
Lotte Shopping Holdings
(Hong Kong) Co., LimitedLotte Business Management (Tianjin) Co., Ltd.
100.0
47,780
Distribution (department store)
Lotte Mart China Co., Ltd. 42
100.0
417,265
Distribution
(mart)
LHSC Limited
51.1
104,498
Investment company
Liaoning LOTTE Mart Co., Ltd.
60.0
-
Distribution (mart)
Qingdao LOTTE Mart Commercial Co., Ltd.
46.2
-
Distribution (mart)
Lotte Department Store(Shenyang) Co., Ltd.
100.0
83,615
Distribution
(department store)
Lotte International Department Store(Weihai) Co., Ltd.
100.0
35,835
Distribution
(department store)
Jilin LOTTE Mart Co., Ltd.
100.0
17,918
Distribution(mart)
Lotte Shopping Business Management(Hong Kong) Limited
100.0
12
Bond issuances (SPC)
LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.
100.0
59,725
Distribution
(department store)
Lotte Department Store (Chengdu) Co., Ltd.
100.0
47,780
Distribution
(department store)
Lotte Mart (Chongqing) Commercial Co., Ltd.
100.0
23,890
Distribution (mart)
LOTTE MART (CHENGDU) COMMERCIAL COMPANY LIMITED
100.0
14,334
Distribution (mart)
As of 30 September 2015 (exchange rate of USD 1.00 = KRW 1,194.50)
Financial statements prepared on a separate basis under Singapore FRS and HK FRS.
B. Production and Facilities
1. Plans for the establishment of new stores
Category
Store
Location
Expected establishment date
Discount Store
Yangdeok
Yangdeok-dong, Masanhoiwon-gu, Changwon City, Gyeongnam
November 2015
Cinema
Gayang
Yangcheon-ro, Gangseo-gu, Seoul
October 2015
Suraksan
Sanggye-dong, Nowon-gu, Seoul
November 2015
Sangin
Sangin-dong, Dalseo-gu, Daegu
December 2015
The above plans are subject to change based on future business conditions.
2. Plans for new establishment and purchase of facilities
a. Investments under progress
(Unit: 100 million Won)
Category
Type
Investment period
Investment asset
Investment effect
Total investment
Prior
Investment
Future investment
Department store
New
investment2015 - 2017
Tangible assets
Increase in sales
18,093
2,592
15,501
Discount store
New
investment2015 - 2017
Tangible assets
Increase in sales
8,311
591
7,720
The above plans are subject to change based on future business conditions.
The above plans are for new domestic investments only, and do not include plans for ordinary or overseas investments or capital injections or additional investments to existing investments.
b. Future investment plans
(Unit: 100 million Won)
Business segment
Project name
Expected investment
Expected annual investment
Effect
Asset type
Amount
2015
2016
2017
Department store
New and ordinary investments
Tangible and other assets
24,643
6,350
7,050
11,243
Increase in sales
Discount store
New and ordinary investments
Tangible and other assets
12,128
2,166
2,733
7,229
Increase in sales
The above plans are subject to change based on future business conditions.
C. Sales
(Unit: million Won)
Business segment
Type
Product
46th Fiscal Year (3Q)
45th Fiscal Year (3Q)
Department Store
Products
Clothes, etc.
Export
-
-
Domestic
4,893,623
5,074,698
Total
4,893,623
5,074,698
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fee, etc.
Export
-
-
Domestic
772,413
638,403
Total
772,413
638,403
Total
5,666,036
5,713,101
Discount Store
Products
Food, etc.
Export
-
-
Domestic
5,920,369
5,743,437
Total
5,920,369
5,743,437
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fee, etc.
Export
-
-
Domestic
427,441
429,128
Total
427,441
429,128
Total
6,347,810
6,172,565
Finance
Products
Export
-
-
Domestic
2,886
3,231
Total
2,886
3,231
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Fees and
commissions, etc.
Export
-
-
Domestic
1,356,636
1,281,336
Total
1,356,636
1,281,336
Total
1,359,522
1,284,567
Electronics
Products
Electronics, etc.
Export
-
-
Domestic
2,878,773
2,787,286
Total
2,878,773
2,787,286
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fee, etc.
Export
-
-
Domestic
11,596
11,647
Total
11,596
11,647
Total
2,890,369
2,798,933
convenience store
Products
Electronics, etc.
Export
11
-
Domestic
2,307,974
1,817,807
Total
2,307,985
1,817,807
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fee, etc.
Export
-
-
Domestic
204,159
169,008
Total
204,159
169,008
Total
2,512,144
1,986,815
Others(1)
Products
Food, etc.
Export
6,436
-
Domestic
1,895,749
1,846,314
Total
1,902,185
1,846,314
Goods
Food, etc.
Export
-
-
Domestic
34,325
72,098
Total
34,325
72,098
Others
Rental fees, etc.
Export
-
-
Domestic
934,915
815,675
Total
934,915
815,675
Total
2,871,425
2,734,087
Total
Products
Clothes, food, etc.
Export
6,447
-
Domestic
17,899,374
17,272,773
Total
17,905,821
17,272,773
Goods
Clothes, food, etc.
Export
-
-
Domestic
34,325
72,098
Total
34,325
72,098
Others
Rental fees, etc.
Export
-
-
Domestic
3,707,160
3,345,197
Total
3,707,160
3,345,197
Total
21,647,306
20,690,068
Note:
(1) Represents adjustments for consolidation.
D. Risk Management
See Note 39 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for nine month period ended As of 30 September 2015.
E. Derivative Instruments and Hedge Accounting
See Note 21 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for nine month period ended As of 30 September 2015.
F. Important Management Contracts
1. Department store business
The Company has entered into management agreements to manage certain department stores owned by its subsidiary Lotte Station Building. In return, the Company receives management fees from Lotte Station Building equal to 10% of the operating income (before depreciation expenses) for the relevant department store, which is accounted for as other operating income.
2. Credit card business
Lotte Card has entered into card issuance agreements with American Express Company, Master Card International, Visa International and UNIONPAY INTERNATIONAL whereby these companies receive from Lotte Card certain percentage of the credit purchase amounts made on the credit cards issued pursuant to such agreements.
3. Other businesses
a. Woori Home Shopping
Woori Home Shopping has entered into an operating lease agreement with Lotte Capital, KT Rental Corporation and a joint card issuance agreement with Shinhan Card Co., Ltd., Lotte card wable on an annual basis. It has also entered into delivery service agreements with Lotte Logistics, Hyundai Logistics Co., Ltd. and CJ Korea Express Corporation, as well as broadcasting programsupply agreements with multiple cable TV stations .
b. Korea Seven
Korea Seven has entered into trademark and operational technology licensing agreements with 7-Eleven, Inc., pursuant to which Korea Seven pays 0.6% of net sales amount as license fees. Also, Korea Seven has granted 7-Eleven, Inc. the right to purchase the shares of Korea Seven up to 10% of its total outstanding shares on January 1 of each year starting from 2003. Korea Seven has also entered into franchising contracts with franchisees and agency agreements with Lotte Logistics for delivery of products to both company-run and franchise stores.
c. NCF
NCF has a royalty agreement with Nice Claup Co., Ltd. pursuant to which NCF pays Nice Claup a sales royalty fee of 2.2% and a production royalty fee of 0.3% of net sales from 1 December 2010 to 31 March 2016.
d. Buy the Way
Buy the Way has entered into a guarantee agreement with Sportstoto guaranteeing payment of delivered goods and the agreement is renewed every year.
III. Financial Matters
Please refer to the Company's condensed consolidated interim financial statements of the Company as of and for nine month period ended 30 September 2015 and the related notes attached to this report.
IV. Auditor's Opinion
A. Audit (Review) Opinion on Consolidated Financial Statements
1. Name of auditor / accountants
46th fiscal year (3Q)
45th fiscal year
44rd fiscal year
KPMG Samjong
KPMG Samjong
KPMG Samjong
2. Audit (review) opinion
a. Audit (review) for the current business year
The auditor has reviewed the consolidated statements of financial positionAs of 30 September 2015 and 30 September 2014, as well as the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows of Lotte Shopping Co., Ltd. and its subsidiaries for the nine months ended 30September 2015 and 2014.
3. Auditcontracts
(Unit: million Won, hours)
Fiscal year
Auditor
Description
Fee
Total hours
46th fiscal year (3Q)
Samjong KPMG
Review of quarterly and semi-annual financial statements
Review of non-consolidated and consolidated financial statements
670
7,100
45th fiscal year
Samjong KPMG
Review of quarterly and semi-annual financial statements
Audit of non-consolidated and consolidated financial statements
670
12,000
44th fiscal year
Samjong KPMG
Review of quarterly and semi-annual financial statements
Audit of non-consolidated and consolidated financial statements
620
10,600
4. Contracts regarding non-audit services with outside auditor
(Unit: million Won)
Fiscal year
Date of contract
Description
Service period
Fee
46thfiscal year (3Q)
15.03.10
Acquisition related tax accountingdue diligence task
15.03.10 ~
15.06.3025
15.03.16
Agreed procedure on the royalty for TOYS "R" US
15.03.16~
15.03.20
9
45thfiscal year
14.07.23
Support and consultation related to the drafting of combined financial statements of Lotte Group
14.07.23~
14.08.31
40
14.12.01
Taxation review on the transaction between Lotte Shopping and FRL Korea
14.12.01~
14.12.31
20
44rd fiscal year
-
-
-
-
V. Corporate Governance and Affiliates
A. Matters regarding Board of Directors
1. Overview of Board of Directors
a. Composition of Board of Directors
Currently, the Company's board of directors (the "Board of Directors") is composed of 10 directors, of whom five are outside directors.
The Board of Directors decides important matters according to the basic management policies of the Company, matters delegated from the general meeting of shareholders and matters required by the Articles of Incorporation or applicable laws.
b. The Board of Director committees
The Board of Directors may have subcommittees to achieve efficient and timely decision-making. The Company currently has an Audit Committee, an Outside Director Nomination Committee and an Internal Transaction Committee. Details regarding operations, authority and composition of such committees are decided by the Board of Directors or relevant laws.
2. Matters regarding Board of Directors committees
a. Name, directors, objectives and authority
Name of committee
Composition
Name
Objectives and authority
Remarks
Audit Committee
Three or more directors (at least two-thirds of whom must be outside directors)
2 outside directors at present
Sukeun Kwak, Byungkee Ko
(from 21 March 2014)The committee audits the Company's accounting and operations.
The committee reviews the appropriateness of its performances and regulations every year. If necessary, it proposes revisions to the Board of Directors.
In addition to carrying out the activities specified in items 1 and 2 above, the committee also carries out activities specified by law, the Company's articles of incorporations and the Board of Directors.
Interim resignation of Dongyeol Park on 2015.09.24, an inspection commissioner of the audit committee
Outside Director Nomination Committee
Two or more directors (at least half of whom must be outside directors)
2 outside directors and 1 full-time director at present
Wonjun Lee, Byungkee Ko, Hyeryun Kang
(from 20 March 2015)The committee recommends candidates for outside directors to the general meeting of shareholders.
The committee must recommend those candidates recommended by shareholders with applicable rights under Article 542 Clause 6 of the Commercial Code.
In addition to carrying out the activities specified in items 1 and 2 above, the committee also carries out activities specified by law, the Company's articles of incorporations and the Board of Directors.
-
Internal Transaction Committee
Three or more directors (at least two-thirds of whom must beoutside directors)
Wonjun Lee, Taehyeon Kim, Chungsook Moon
(from 20 March 2015)In case of contract between the company and its specially related persons for more than certain scale, fair trade order shall be maintained by suggesting standards for selection of opposite party
In case of concluding a private contract exceeding 10 billion won with affiliated companies in the area of construction/logistics/advertisement/system, a deliberation and approval may be made.
-
As of 30 September 2015
Interim resignation of Dongyeol Park on 2015.09.24, an inspection commissioner of the audit committee.
B. Affiliated Companies
1. Overview of affiliates
(As of 30 September 2015) (Unit: %)
Division
Investee company
Lotte Confectionery
Lotte Chilsung Beverage
Lotte
Food
Lotte
Aluminum
Lotte Construction
Hotel Lotte
Lotte International
Lotte Shopping
Lotte Giants
Lotteria
Lotte Chemical
Korea Fuji Film
Daehong Communications
Canon Korea Business Solutions
Lotte Station Building
Lotte Corporation
Lotte.Com
Lotte Logistics
Lotte Capital
Lotte Data Communication
Investor company
Lotte Confectionary
1.0
18.3
9.3
7.9
30.0
13.6
0.9
8.9
8.5
4.6
6.1
Lotte Chilsung Beverage
9.3
3.0
3.9
20.0
2.2
5.0
5.3
4.6
1.5
1.5
Lotte Food
0.0
5.0
10.0
7.5
5.0
1.8
Lotte Aluminum
15.3
8.4
9.0
6.2
5.0
2.6
5.6
Lotte Construction
1.0
11.8
Hotel Lotte
3.2
5.8
8.9
13.0
39.1
0.2
34.6
8.8
18.8
12.7
7.1
12.8
28.9
31.1
13.1
8.8
26.6
2.9
Busan Lotte Hotel
4.4
3.9
0.6
0.8
11.3
1.0
11.5
Lotte International
56.8
1.0
0.2
Lotte Shopping
3.4
12.0
27.7
6.2
30.0
38.7
34.0
25.0
50.0
4.6
22.4
Lotte Logistics
13.7
9.0
Lotteria
1.0
2.1
12.5
17.3
2.6
34.5
Lotte Chemical
1.0
13.2
32.0
1.7
4.6
Korea Fuji Film
7.9
9.0
3.5
1.7
Daehong Communications
3.3
2.9
13.9
8.2
28.5
Lotte Corporation
31.3
Lotte Capital
Lotte Data Communication
4.8
4.8
5.6
0.2
Lotte Card
Lotte.Com
Lotte Station Building
Lotte Insurance
Sambark LFT
MYbi
Korea Seven
Lotte Asset Development
Buy the Way
Lotte DF Global
eB Card
Hyundai Information Technology
Chungbuk Soju
Lotte Incheon Development
Canon Korea Business Solutions
Lotte
Himart
Aegis First
HyundaiLogistics
LotteRental
Woori Home Shopping
Lotte Members
Total
22.8
32.6
36.4
42.1
87.9
0.7
82.2
41.2
100.0
84.5
45.7
74.5
72.8
50.0
45.5
31.1
90.8
49.7
88.3
73.6
Division
Investee Company
Korea Seven
Lotte Asahi
Liquor
Lotte
Card
Seetec
KP Chemtech
FRL
Korea
Daesan MMA
Woori Home Shopping
Lotte JTB
Lotte Assets Development
DCinema of Korea
Lotte Insurance
Lotte PS Net
CH Beverage
MJA Wine
Sambark
LFT
MYbi
Busan Hanaro Card
Busan Lotte Hotel
Han Paysys
Investor Company
Lotte Confectionary
16.5
7.2
Lotte Chilsung Beverage
50.0
14.2
100.0
100.0
Lotte Food
Lotte Aluminum
Lotte Construction
11.8
Hotel Lotte
7.2
23.7
Busan Lotte Hotel
1.0
5.5
3.9
0.0
Lotte International
Lotte Shopping
51.1
93.8
49.0
53.0
39.1
50.0
Lotte Logistics
13.8
Lotteria
Lotte Chemical
50.0
100.0
50.0
20.5
99.5
Korea Fuji Film
Daehong Communications
16.2
Lotte Corporation
Lotte Capital
4.6
Lotte Data Communication
31.3
43.3
36.3
Lotte Card
0.0
0.2
4.8
Lotte.Com
50.0
31.3
Lotte Station Building
7.1
Lotte Insurance
0.9
Sambark LFT
MYbi
80.0
22.6
Korea Seven
32.3
Lotte Asset Development
Buy the Way
Lotte DF Global
eB Card
12.5
Hyundai Information Technology
Chungbuk Soju
Lotte Incheon Development
Canon Korea Business Solutions
Lotte
Himart
Aegis First
HyundaiLogistics
LotteRental
Woori Home Shopping
Lotte Members
Total
81.4
50.0
99.4
50.0
100.0
49.0
50.0
53.0
50.0
100.0
50.0
53.4
94.9
100.0
100.0
99.7
64.4
80.0
0.0
58.8
Division
Investee Company
Universal Studios Korea Resort Development
Lotte Gimhae Development
Buy the Way
Lotte Suwon Station Shopping Town
Lotte DF Global
Lotte DF Retail
eB Card
Gyeonggi Smartcard
Incheon Smartcard
Chungnam Smartcard
Universal Studios Korea Resort Asset Management Corporation
DACC Aerospace
NCF
Lotte Mitsui
Mobizap Media
Hyundai Information Technology
M.Hub
Lotte Songdo Shopping Town
Chungbuk Soju
HUI
Bu Investor Company
Lotte Confectionary
Lotte Chilsung Beverage
100.0
Lotte Food
Lotte Aluminum
Lotte Construction
Hotel Lotte
46.1
100.0
46.1
Busan Lotte Hotel
Lotte International
Lotte Shopping
100.0
95.0
99.8
56.3
Lotte Logistics
Lotteria
Lotte Chemical
100.0
50.0
Korea Fuji Film
Daehong Communications
70.0
99.9
Lotte Corporation
Lotte Capital
Lotte Data Communication
5.0
52.3
Lotte Card
95.0
Lotte.Com
Lotte Station Building
30.0
Lotte Insurance
Sambark LFT
MYbi
Korea Seven
100.0
Lotte Asset Development
20.2
5.0
30.2
9.4
20.2
Buy the Way
Lotte DF Global
97.7
eB Card
-
100.0
100.0
Hyundai Information Technology
0.0
Chungbuk Soju
90.0
Lotte Incheon Development
4.3
Canon Korea Business Solutions
Lotte
Himart
Aegis First
HyundaiLogistics
LotteRental
Woori Home Shopping
Lotte Members
Total
66.2
100.0
100.0
100.0
100.0
97.7
100.0
100.0
100.0
30.2
100.0
99.8
50.0
70.0
52.3
99.9
100.0
100.0
90.0
66.2
Division
Investee Company
Korea STL
CS Mart
Jangkyo PFV
Lotte Himart
Lotte Incheon Development
Angel With
Versalis Elastomers
Dongyocheongkiwa PFVI
Baekhak Beverage
Lotte Incheon Town
Lotte-Nestle Korea
Magok District PFV
Eunpyeong PFV
Lotte Department Store Masan
Aegis First
HyundaiLogistics
Hyundai Cosco Logistics
Lotte Members
LotteShopping TownDaegu
LotteDuty Free Jeju
Lotte Rental
Lotte auto lease
Lotte auto care
Green Car
Investor Company
Lotte Confectionary
1.8
Lotte Chilsung Beverage
86.1
1.8
Lotte Food
50.0
1.9
Lotte Aluminum
Lotte Construction
4.8
14.9
Hotel Lotte
85.5
28.8
85.0
12.5
6.9
100.0
20.8
Busan Lotte Hotel
1.0
10.8
Lotte International
Lotte Shopping
50.0
99.9
60.2
28.8
27.5
17.5
100.0
1.8
93.8
Lotte Logistics
5.5
Lotteria
6.7
Lotte Chemical
50.0
8.6
Korea Fuji Film
Daehong Communications
Lotte Corporation
Lotte Capital
4.6
Lotte Data Communication
Lotte Card
Lotte.Com
Lotte Station Building
Lotte Insurance
4.9
Sambark LFT
MYbi
Korea Seven
Lotte Asset Development
9.5
10.0
94.5
69.5
100.0
Buy the Way
Lotte DF Global
eB Card
Hyundai Information Technology
Chungbuk Soju
Lotte Incheon Development
Canon Korea Business Solutions
100.0
Lotte
Himart
4.9
Aegis First
88.8
HyundaiLogistics
51.0
LotteRental
100.0
100.0
56.6
Woori Home Shopping
8.6
Lotte Members
0.0
otal
50.0
99.9
95.0
60.2
62.5
100.0
50.0
95.0
86.1
54.9
50.0
94.5
87.0
100.0
35.0
88.8
51.0
99.4
100.0
100.0
50.0
100.0
100.0
56.6
Cinema Trading, S&S International, Cinema Food and L Properties are excluded from the list of investee companies as they have no shares owned by other affiliates.
For Lotte Shopping, there is change in the shares of Lotte Himart, due to the loan made related to convertible bonds but its equity interest is 65.25%2. Equity investments
(As of 30 September 2015) (Unit: Shares, million Won, %)
Name of company
Date of initial acquisition
(yyyy.mm.dd)
Purpose
Amount of initial acquisition
Beginning balance
Increase (decrease)
Ending balance
Financial status of the most recent fiscal year
Number of shares
Equity ratio
Book value
Acquisition (disposal)
Evaluation
Number of shares
Equity ratio
Book value
Total assets
Current year
net income
Quantity
Amount
Gain/loss
Lotte Station Building (unlisted)
1986.09.15
Equity investment
250
900,000
25.00
157,380
-
-
-
900,000
25.00
157,380
736,102
49,127
Daehong Communications (unlisted)
1996.12.23
Equity investment
6,277
13,600
34.00
28,785
-
-
-
13,600
34.00
28,785
536,859
14,236
Lotte.com (unlisted)
2000.01.05
Equity investment
2,000
1,600,000
34.39
11,610
1,464,000
11,567
-
3,064,000
50.01
23,177
186,312
-3,103
Lotte Card (unlisted)
2002.11.30
Equity investment
34,701
70,934,391
93.78
1,012,153
-845,538
-12,064
-
70,088,853
93.78
1,000,089
8,438,539
148,742
Lotte Capital (unlisted)(2)
2001.12.31
Equity investment
6,259
7,445,072
22.36
77,413
-
-
-
7,445,072
22.36
77,413
5,484,625
74,618
Lotteria (unlisted)(2)
2001.12.27
Equity investment
39,719
186,062
38.68
112,864
-
-
-
186,062
38.68
112,864
905,505
34,082
FRL Korea (unlisted)
2004.12.16
Equity investment
2,940
2,352,000
49.00
24,827
-
-
-
2,352,000
49.00
24,827
582,704
118,410
Woori Home Shopping (unlisted)
2006.07.03
Equity investment
28,600
4,242,796
53.03
393,213
-
-
-
4,242,796
53.03
393,213
993,086
84,034
Lotte Assets Development (unlisted)(2)
2007.07.31
Equity investment
30
11,861,031
39.14
53,319
3,914,243
19,571
-
15,775,274
39.14
72,890
325,216
-1,422
Zara Retail Korea (unlisted)
2007.01.18
Equity investment
130
302,600
20.00
16,106
-
-
-
302,600
20.00
16,106
178,893
2,032
Korea Seven (unlisted)
2009.09.25
Equity investment
28,184
18,526,176
51.14
82,473
-
-
-
18,526,176
51.14
82,473
938,615
23,097
Lotte Gimhae Development (unlisted)
2010.03.18
Equity investment
300
60,000
100.00
300
-
-
-
60,000
100.00
300
1,138
180
Lotte Suwon Station Shopping Town (unlisted)
2010.04.30
Equity investment
48
19,000,000
95.00
94,810
-
-
-
19,000,000
95.00
94,810
368,805
-2,194
NCF (unlisted)
2010.12.30
Equity investment
18,876
589,800
98.30
19,715
9,000
343
-
598,800
99.80
20,058
43,291
451
Lotte Giants (unlisted)
1982.04.21
Equity investment
30
6,000
30.00
823
-
-
-
6,000
30.00
823
29,226
-890
Lotte Songdo Shopping Town (unlisted)(2)
2011.06.27
Equity investment
40,000
12,000,000
56.30
60,000
-
-
-
12,000,000
56.30
60,000
253,521
-2,968
STL (unlisted)
2011.08.24
Equity investment
1,000
800,000
50.00
4,000
-
-
-
800,000
50.00
4,000
5,477
-1,337
Lotte International(unlisted)
2006.11.30
Equity investment
1,000
247,915
27.68
92,782
-
-
-
247,915
27.68
92,782
865,114
6,102
CS Mart (unlisted)
2012.01.16
Equity investment
244,880
12,761,250
99.95
255,826
-
-
-
12,761,250
99.95
255,826
159,859
9,796
Lotte Hi-mart (listed)
2012.10.31
Equity investment
1,248,068
15,403,274
65.25
1,248,068
-
-
-
15,403,274
65.25
1,248,068
2,774,637
96,438
D-Cinema of Korea
(unlisted)
2008.01.28
Equity investment
1,500
300,000
50.00
-
-
-
-
300,000
50.00
0
48,430
454
M Venture Cultural Vitalization Investment Association (unlisted)
2009.10.01
Equity investment
2,500
175
25.00
1,750
-
-
-
175
25.00
1,750
6,585
527
Capital One
Diversity Cinema Special Investment Association (unlisted)
2010.03.18
Equity investment
1,000
100
20.00
1,000
-
-636
-
100
20.00
364
3,178
-697
So Big Contents Investment Union (unlisted)
2011.01.03
Equity investment
4,000
400
26.67
4,000
-
-
-
400
26.67
4,000
18,460
1,901
Capital One Middle-Low Budget Cinema Fund (unlisted)
2011.05.24
Equity investment
3,000
30
25.00
3,000
-
-
-
30
25.00
3,000
11,206
-2,876
CJ Venture Investments Union No. 14 (unlisted)
2011.11.02
Equity investment
6,000
60
30.00
6,000
-
-
-
60
30.00
6,000
20,164
-1,108
BS Financial Group
(listed)
1987.09.23
Equity investment
2,775
6,561,494
2.80
95,142
-
-
-5,249
6,561,494
2.80
89,893
4,539,500
356,414
Shinhan Financial Group (listed)
1997.12.31
Equity investment
637
311,118
0.07
13,829
-
-
-949
311,118
0.07
12,880
27,094,548
662,623
M Cieta Development
(unlisted)
2006.09.01
Equity investment
1,960
499,800
4.82
2,499
-499,800
-2,499
-
-
-
-
40,924
-936
Bichae Nuri Development
(unlisted)
2008.06.09
Equity investment
150
171,600
3.00
-
-
-
-
171,600
3.00
-
3,979
-6,688
Sparx Investment
(unlisted)(2)
2009.03.27
Equity investment
8,165
65,680
7.76
15,423
-
-
4
65,680
7.76
15,427
49,037
924
Lotte Aluminum
(unlisted)(2)
2000.11.23
Equity investment
3,000
125,016
12.05
71,374
-
-
15,550
125,016
12.05
86,924
1,687,214
8,210
Lotte Logistics (after the merge)
(unlisted)
2007.09.28
Equity investment
4,000
66,308
4.64
10,278
-
-
1,215
66,308
4.64
11,493
698,739
14,202
CJ Venture Investment No. 12 Global Contents Investment Partnership (unlisted)
2009.11.20
Equity investment
1,500
15
3.58
1,500
-
-
-
15
3.58
1,500
34,745
520
East Gate Media Contents & Technology Fund (unlisted)
2010.08.30
Equity investment
5,000
50
14.71
5,000
-
-
-
50
14.71
5,000
32,415
-2,886
ISU-Renaissance Contents Fund (unlisted)
2011.01.13
Equity investment
2,000
40
13.33
2,000
-
-
-
40
13.33
2,000
8,489
-1,635
Union Global Contents Fund (unlisted)
2011.11.04
Equity investment
4,000
1,600
16.18
16,000
400
4,000
-
2,000
16.18
20,000
90,284
-6,204
Michigan Global Contents Fund #3 (unlisted)
2012.08.24
Equity investment
2,000
200
13.33
2,000
-
-
-
200
13.33
2,000
14,880
1,852
Leading Asia Contents Fund (unlisted)
2012.09.18
Equity investment
4,000
400
21.01
4,000
-
-
-
400
21.01
4,000
17,690
-1,450
Bank Foundation for Young Entrepreneurs Culture Contents Investment Union (unlisted)
2013.08.29
Equity investment
4,000
40
15.09
4,000
-
-
-
40
15.09
4,000
26,470
-199
LOTTE VIETNAM SHOPPING CO., LTD.
(unlisted)(1)
2006.12.15
Equity investment
3,749
-
100.00
125,243
-
-
-
-
100.00
125,243
382,772
-7,491
Lotte Europe Holdings B.V.
(unlisted)
2008.05.30
Equity investment
124,379
217,882
30.97
88,817
31,513
10,855
-
249,395
26.98
99,672
496,240
-265,135
Lotte Shopping Holdings(Hong Kong) Co., Limited (unlisted)
2008.10.27
Equity investment
259
1,050,568,831
100.00
720,125
44,892,000
53,049
-
1,095,460,831
100.00
773,174
1,179,121
-343,921
LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD. (unlisted)
2008.10.28
Equity investment
101
302,975,194
100.00
336,974
2,000,000
2,173
-
304,975,194
100.00
339,147
333,054
1,469
Coralis S.A. (unlisted)
2009.10.29
Equity investment
17,418
787,461
45.00
55,131
-
-
-
787,461
45.00
55,131
432,119
-13,170
Qingdao LOTTE Mart Commercial Co., Ltd.(unlisted)(1)
2008.01.18
Equity investment
33,219
-
53.84
-
-
-
-
-
53.84
0
80,221
-40,741
Lotte Mart Co., Ltd.(unlisted)(1)
2008.06.02
Equity investment
183,033
-
100.00
111,636
-
-
-
-
100.00
111,636
163,345
-22,715
Liaoning LOTTE Mart Co., Ltd. (unlisted)(1)
2008.07.24
Equity investment
2,107
-
40.00
-
-
-
-
-
40.00
0
60,073
-17,184
PT.Lotte Shopping Indonesia (unlisted)
2008.11.20
Equity investment
219,737
2,622,812
55.00
214,068
-
-
-
2,622,812
55.00
214,068
269,554
10,294
Lotte Cinema Vietnam Co., Ltd. (unlisted)(1)
2008.05.02
Equity investment
3,000
-
90.00
15,066
-
-
-
-
90.00
15,066
53,650
-641
Lotte Properties (Shenyang) Limited (unlisted)
2009.01.16
Equity investment
29,018
29,928,756
17.93
41,919
-
-
-
29,928,756
17.93
41,919
769,869
15,835
Shenyang SL Cinema Investment Management Co., Ltd. (unlisted)(1)
2010.11.16
Equity investment
752
-
49.00
1,496
-
-
-
-
49.00
1,496
2,351
-26
Hubei XL Cinema Co., Ltd. (unlisted) (1)
2011.06.24
Equity investment
2,048
-
49.00
9,423
-
-
-
-
49.00
9,423
17,185
-614
Hemisphere Film Investors II LLC (unlisted)(1)
2011.07.29
Equity investment
578
-
100.00
26,740
-
-5,714
-
-
100.00
21,026
26,073
-275
LOTTE PROPERTIES (CHENGDU) HK LIMITED (unlisted)
2012.02.14
Equity investment
40,878
144,901,152
73.46
160,391
-
-
-
144,901,152
73.46
160,391
422,148
-7,263
Lotte (China) Management Ltd. (unlisted)(1)
2012.03.19
Equity investment
6,232
-
70.00
6,232
-
-
-
-
70.00
6,232
7,800
229
Fubon Multimedia Technology Co., Ltd. (unlisted)
2012.03.07
Equity investment
38,771
7,319,420
5.15
85,187
-
-
-33,633
7,319,420
5.15
51,554
348,097
40,589
Shandong Longzhile Cinema Co., Ltd. (unlisted)(1)
2012.09.19
Equity investment
1,735
-
49.00
6,736
-
437
-
-
49.00
7,173
18,777
-2,749
Lotte Incheon Development Co., Ltd. (unlisted)
2012.12.11
Equity investment
50
3,000,000
37.50
15,000
-
-
-
3,000,000
37.50
15,000
966,984
-6,647
Lotte Food Co., Ltd.
2013.01.01
Equity investment
-
47,180
3.45
27,364
-
-
22,127
47,180
3.45
49,491
1,193,151
59,873
Hyundai Green Food Co., Ltd.
2013.01.01
Equity investment
-
132,326
0.14
2,508
-
-
880
132,326
0.14
3,388
1,457,238
53,014
LOTTE HOTEL & RETAIL VIETNAM PTE. LTD. (unlisted)
2013.01.01
Equity investment
-
12,380,000
20.00
14,185
-
-
-
12,380,000
20.00
14,185
71,696
5,649
LHSC Limited (unlisted)
2013.01.01
Equity investment
-
27,425,378
16.02
31,942
-
-
-
27,425,378
16.02
31,942
194,100
-4
Lotte Shopping Reit Management Singapore PTE. LTD (unlisted)
2014.01.02
Equity investment
-
2,000,000
100.00
1,660
-
-1,305
-355
-
-
-
1,194
-459
Lotte Incheon Town Co., Ltd. (unlisted)
2014.05.19
Equity investment
50
10,000
100.00
50
690,000
3,450
-
700,000
35.00
3,500
46
-5
Lotte Department Store Masan (unlisted)
2014.09.16
Equity investment
4,200
900,000
100.00
4,500
2,400,000
12,000
-
3,300,000
100.00
16,500
4,298
-183
Aegis First (unlisted)(2)
2014.09.25
Equity investment
6,074
121,477
-
5,992
-
-
-117
121,477
-
5,875
630,729
-10,505
Eunpyeong PFV (unlisted)
2014.09.12
Equity investment
3,500
350,000
20.11
3,500
-
-
-
350,000
20.11
3,500
181,593
-4,550
Lotte Members(unlisted)
2015.01.01
Equity investment
12,065
-
-
-
845,537
12,065
-
845,537
93.78
12,065
-
-
Total
-
-
6,117,148
-
107,292
- 527
-
-
6,223,912
-
-
Notes:
(1) Shares not issued in accordance with the applicable local laws.
(2) The Company owns preferred shares of Aegis No.1 Co., Ltd. and, while calculating equity share, they are to be excluded. The Company's equity interest of the preferred shares is 2.55% by owning 121,477 shares out of total preferred shares of 4,769,368.
Cost-value method applied to the carrying amount of the above investee companies (except for the carrying amount of investee companies where market price or fair value valuation was applicable).
Loss impairment for Lotte Shopping Holdings (Hong Kong) Co., Limited, Liaoning LOTTE Mart Co., Ltd., Lotte Europe Holdings B.V was recorded last year.
Fiscal year ends in August for FRL Korea, January for Zara Retail Korea, February for STL and March for Sparx Investment.
VI. Shareholders
A. The Largest Shareholder and Specially Related Parties
(As of 30 September 2015) (Unit: shares, %)
Name
Relationship
Type of shares
Shareholding
Reason for Change
At the beginning of the period
At the end of the period
Number of Shares
Shareholding Ratio
Number of Shares
Shareholding Ratio
Dongbin Shin
Himself
Common shares
4,237,627
13.46
4,237,627
13.46
-
Dongju Shin
Relative
Common shares
4,235,883
13.45
4,235,883
13.45
-
Kyukho Shin
Relative
Common shares
293,877
0.93
293,877
0.93
-
Youngja Shin
Relative
Common shares
232,818
0.74
232,818
0.74
-
Wonjun lee
Director
Common shares
0
0.00
300
0.00
-
Hotel Lotte Co., Ltd.
Related company
Common shares
2,781,947
8.83
2,781,947
8.83
-
Korea Fuji Film Co., Ltd.
Related company
Common shares
2,474,543
7.86
2,474,543
7.86
-
Lotte Confectionary Co., Ltd.
Related company
Common shares
2,474,543
7.86
2,474,543
7.86
-
Lotte Data Communication Company
Related company
Common shares
1,515,653
4.81
1,515,653
4.81
-
Lotte Chilsung Co., Ltd.
Related company
Common shares
1,237,272
3.93
1,237,272
3.93
-
Lotte Construction Co., Ltd.
Related company
Common shares
300,019
0.95
300,019
0.95
-
Busan Lotte Hotel, Co., Ltd.
Related company
Common shares
246,720
0.78
246,720
0.78
-
Seonyun Jang
Relative
Common shares
700
0.00
700
0.00
-
Yumi Shin
Relative
Common shares
28,903
0.09
28,903
0.09
-
Lotte Samdong Welfare Foundation
Foundation
Common shares
47,888
0.15
47,888
0.15
-
Yuwon Industry Co., Ltd.
Other
Common shares
3,000
0.01
3,000
0.01
-
Mikyeong Seo
Other
Common shares
30,531
0.10
30,531
0.10
-
Jaeyoung Jang
Other
Common shares
950
0.00
950
0.00
-
Juyoung Yu
Other
Common shares
499
0.00
499
0.00
-
Treasury stock
Other
Common shares
1,938,688
6.16
1,938,688
6.16
-
Total
Common shares
22,082,061
70.12
22,082,361
70.12
-
Preferred shares
0
0
0
0
The number of specially related parties: 18
The largest shareholder: Dongbin Shin
B. Change in the largest shareholder
There has not been any change in the largest shareholder during the reporting period (for the recent three business years).
C. Distribution of Shares
Shareholders owning more than 5% of the Company's shares
(As of 30 September 2015) (Unit: shares, %)
Name
Number of shares
Equity interest
Dongbin Shin
4,237,627
13.46%
Dongju Shin
4,235,883
13.45%
Hotel Lotte Co., Ltd.
2,781,947
8.83%
Korea Fuji Film Co., Ltd.
2,474,543
7.86%
Lotte Confectionary Co., Ltd.
2,474,543
7.86%
.The employee stock ownership association has 40,937 shares, which is equal to a 0.13% interest in the Company.
1. Stock Price and Transaction Record
a. Domestic Stock Market
(Unit: Won, shares)
Category
April
2015
May
2015
June
2015
July
2015
August
2015
September
2015
Common stock price
Maximum
272,500
273,500
247,500
258,000
268,500
293,000
Minimum
229,000
249,000
220,500
223,500
204,500
268,500
Average
253,818
262,694
230,250
233,978
242,350
283,725
Transaction volume
Daily maximum
145,923
153,240
116,141
374,492
575,672
277,867
Daily minimum
35,215
33,218
36,373
25,728
88,932
35,403
Monthly total
1,628,407
1,217,039
1,288,050
2,014,846
3,956,859
2,077,692
b. Overseas Stock Market
Exchange: London Stock Exchange (Unit: USD)
Category
April
2015
May
2015
June
2015
July
2015
August
2015
September
2015
Common stock price
Maximum
12.50
12.45
10.95
10.70
11.30
12.10
Minimum
10.25
11.40
9.80
9.59
9.22
11.05
Average
11.65
11.89
10.28
10.04
10.07
11.94
VII. Executives and Employees
A. Status of Executives and Employees
1. Executives
Registered Executives
(As of 30 September 2015) (Unit: shares)
Name
Date of Birth (yyyy.mm)
Position
Status as Director
Shares
Duration of tenure
End of term as director
(yyyy.mm.dd)
Common shares
Preferred shares
Kyukho Shin
1922.10
Executive Chairman
Representative Director
293,877
-
-
2017.03.20
Dongbin Shin
1955.02
Chairman
Inside Director
4,237,627
-
-
2016.03.21
Inwon Lee
1947.08
Vice-Chairman
Representative Director
-
-
-
2016.03.21
Wonjoon Lee
1956.11
President
Representative Director
300
-
-
2016.03.21
Youngja Shin
1942.10
Inside Director
Inside Director
232,818
-
-
2016.03.21
Taehyeon Kim
1955.06
Outside Director
Outside Director
-
-
3 years 6months
2016.03.21
Sukeun Kwak
1953.08
Outside Director
Outside Director
-
-
1 year
6months
2016.03.21
Byungkee Ko
1955.04
Outside Director
Outside Director
-
-
1 year
6months
2016.03.21
Chungsook Moon
1955.03
Outside Director
Outside Director
-
-
6months
2017.03.20
Hyeryun Kang
1957.07
Outside Director
Outside Director
-
-
6months
2017.03.20
.. Please note the interim resignation of Dongyeol Park on 2015.09.24, an inspection commissioner of the audit committee.
Non-registered Executives
(As of 30 September 2015)
(Unit: shares)
Name
Date of birth
(yyyy.mm)Position
Duties
Common shares
Gakgyu Hwang
1955.04
President
Operations
65
Jinse So
1950.05
President
External Coordiantion
142
Jaehwa Kim
1954.07
President
Audit Director
Jongmin Yoon
1960.11
Vice President
Human resources
Bongcheol Lee
1958.05
Vice President
Support
Heetae Gang
1959.04
Vice President
Department Store China
111
Jongin Kim
1963.03
Vice President
Mart Executive President
24
Jaedon Ryu
1960.08
Senior Managing Director
Secretary
Ilmin Lee
1959.06
Senior Managing Director
Secretary
47
Byungyeon Lim
1964.09
Senior Managing Director
Vision Strategy
Gap Lee
1962.09
Senior Managing Director
Operations
85
Jaechan Lee
1960.02
Senior Managing Director
Communications
Jaeyoon Suh
1958.06
Senior Managing Director
China
Changrak Kim
1957.12
Senior Managing Director
Department Store Business 1
219
Hosung Park
1958.09
Senior Managing Director
Department Store Product 1
202
Wansin Lee
1960.10
Senior Managing Director
Department Store Marketing
386
Janghwa Lee
1959.06
Senior Managing Director
Department Store Business 3
Yongpyo Moon
1962.04
Senior Managing Director
Mart Product
32
Chunseok Choi
1960.03
Senior Managing Director
Representative Director (Supermarket)
86
Wonchun Cha
1957.12
Senior Managing Director
Representative Director (Cinema)
Jonghyeon Kang
1964.05
Managing Director
Operations
SoochanKo
1962.09
Managing Director
Operations
Seokhwan Lee
1967.08
Managing Director
Communications
Ikwoo Nam
1962.01
Managing Director
Operations
Gyungmoon Jung
1964.02
Managing Director
Vision Strategy
JonghyunLee
1963.04
Managing Director
Public relation
HyunokKim
1969.07
Managing Director
Legal
Jinsung Lee
1969.02
Managing Director
Strategy & Insight Center
Hoju Jang
1960.08
Managing Director
Department Store Finance
100
Yoonnchul Noh
1961.04
Managing Director
Department Store New business
200
Donghyuk Jeong
1962.07
Managing Director
Department Store Business 2
40
JunWon Lim
1962.05
Managing Director
Department Store Daegu branch
Taehak Cho
1961.03
Managing Director
Department Store Shenyang branch
86
Suhyun Jang
1964.06
Managing Director
Department Store Main branch
154
Yeongkyun Kim
1960.10
Managing Director
Mart Southeast Asia
Changhui Nam
1966.10
Managing Director
Mart Marketing
96
Byungmoon Han
1963.06
Managing Director
Mart Customer
32
Seunghee Kim
1965.04
Managing Director
Supermarket development 1
Jonghuan Kim
1962.05
Managing Director
Supermarket sales
32
Sunghyun Kang
1970.01
Managing Director
Lohbs Executive President
Taewan Kim
1965.03
Director
Vision Strategy
Wonkyu Ki
1966.02
Director
Human resources
62
Woochul Cha
1968.01
Director
Audit Director
16
Yongseok Hwang
1970.02
Director
Corporate culture
16
SunghackLee
1965.12
Director
Communications
Chansoo Kim
1965.03
Director
Distribution CFD
Changyong Kim
1967.03
Director
Audit Director
Youngchul Jung
1971.05
Director
Secretary
Byeonghui Lee
1969.03
Director
Communications
Chanseo Park
1969.03
Director
Finance
InKu Park
1967.10
Director
Vision Strategy
hongchulKim
1970.01
Director
Audit Director
YounghwanLee
1970.06
Director
Human resources
55
Unseong Baek
1965.06
Director
Welfare
71
Gwangchul Shin
1967.11
Director
Strategy & Insight Center
29
Changhee Choi
1972.03
Director
Strategy & Insight Center
MyeongseobShim
1970.01
Director
Strategy & Insight Center
ByungukLee
1970.01
Director
Strategy & Insight Center
Sangseon Yoon
1969.11
Director
China
Hyungsik Jeon
1963.08
Director
Department Store Busan main branch
164
Younsung Jung
1965.03
Director
Department Store Avenuel World Tower branch
119
Gyuwan Hwang
1965.02
Director
Department Store Jamsil branch
121
Jun Jang
1958.12
Director
Department Store Design
32
Choulwon Jang
1963.08
Director
Department Store GF business
41
Daehun Park
1964.08
Director
Department Store Cheongnyangni
172
Minyeol Ryu
1966.03
Director
Department Store Youngdeungpo branch
171
Youngjae Cho
1966.04
Director
Department Store Planning
156
Hoseol Lee
1970.07
Director
Department Store Men's sports
94
Giljo Woo
1966.08
Director
Department Store Product 2
50
Taeheung Nam
1964.12
Director
Department Store Chengdu World Center branch
Daesu Kim
1967.09
Director
Department Store Nowon branch
50
Jungho Song
1966.03
Director
Department Store MD strategy
752
Wansu Park
1968.11
Director
Department Store Management support
123
Jaeok Lee
1970.01
Director
Department Store women's fashion
35
Hyeonseok Min
1967.06
Director
Department Store Russia
Wookyung Kim
1967.02
Director
Department Store IR Team
62
Hyungkyu Lee
1967.01
Director
Department Store Pyeonchon branch
30
Seondae Lee
1970.01
Director
Department Store Public relations
Gidae Nam
1967.02
Director
Department Store Food products
132
Gilmo Han
1967.07
Director
Department Store Shopping mall East Busan branch
55
Yonghwan Lee
1967.10
Director
Department Store Suwon branch
112
Jonghyeok Hyeon
1969.10
Director
Department Store Ulsan branch
40
Yeongsu Ha
1970.06
Director
Department Store Home appliances
53
Sangbyeong Park
1970.07
Director
Department StoreNew businessIncheon Project
40
Yeongtaek Yu
1969.06
Director
Department Store Gwangju branch
40
Jieun Kim
1969.08
Director
Department StoreOverseas fashion
50
Joohyuk Park
1968.01
Director
Department Store Dongrae branch
60
Younghwan Park
1968.11
Director
Department Store Gwangbok branch
55
Jaiwook Kang
1968.01
Director
Department Store Daejeon branch
40
Jinyup Kim
1970.04
Director
Department Store merchandise
65
Junseok Cho
1970.03
Director
Department Store Premium Outlets Paju branch
74
Deoghyung E
1970.06
Director
Department Store Premium Outlets Gimhae branch
100
Kyoung Choi
1970.04
Director
Department Store Centum City branch
10
Sangsoo Kim
1971.08
Director
Department Store Changwon branch
80
Hyun Park
1971.09
Director
Department Store overseas business
50
Chimin Shin
1967.11
Director
Department Store Ethical management
40
Daesik Jang
1966.12
Director
Mart ethical innovation
Pyungkyu Hong
1962.11
Director
Mart Lifestyle
80
Ilgeun Oh
1968.07
Director
Mart Daejeon Chungcheong customer
39
Wonsik Hong
1966.06
Director
Mart Vietnam
32
Jookyung Yoon
1965.04
Director
Mart Indonesia retail
71
Seungsun Song
1971.06
Director
Mart Online
Jinkyeng Kim
1964.09
Director
Mart Seoul customer
Minhee Lee
1969.08
Director
Mart VIC Market product
Minho Kang
1968.11
Director
Mart management support
10
Gwangho Wang
1965.08
Director
Mart site development
32
Chansik Bang
1966.02
Director
Mart Northern China
Joohee Woo
1967.03
Director
Mart fresh foods 1
32
Soonjin Jung
1961.10
Director
Mart business development
10
Hakjae Lee
1966.04
Director
Mart Northern China
32
Heekyung Kim
1962.05
Director
Mart gyeonggi Southern customer
166
Gwanghui Seong
1964.06
Director
Mart Incheon customer
71
Eunmo Yang
1967.06
Director
Mart processed foods
31
Yeongsik Park
1964.02
Director
Mart clothing & merchandise
Seungmu Heo
1965.02
Director
Mart Southeast Asia integrated finance
32
Gwani Lee
1969.01
Director
Mart Fresh foods 2
Gyeongu Yu
1966.10
Director
Mart overseas cooperation
Yeongbae Ham
1962.02
Director
Mart Finance
Yeongjun Cho
1971.01
Director
Mart China product innovation
Gwonhee Cho
1965.01
Director
Mart yeongnam easten part customer
Sungmin Im
1968.03
Director
Mart gwangju honam customer
Jaewoo Jeong
1971.08
Director
Mart marketing
Jaechul Lim
1972.11
Director
Mart business strategy
Sanghae Kim
1968.10
Director
Mart Yeongnam western part Customer
Seonmee Jeong
1966.02
Director
Mart global education
HyunsunSeo
1971.09
Director
Mart VMD strategy
Wonho Jung
1969.02
Director
Supermarket product
55
Jaehyung Seo
1964.10
Director
Supermarket marketing
Hyungseok Han
1965.06
Director
Supermarket membership development
16
Minsu Kang
1965.02
Director
Supermarket central district
15
Eunggeol Kim
1967.03
Director
Supermarket Planning
Youseok Jeon
1964.09
Director
Supermarket fresh foods
Yoojin Kim
1965.06
Director
Supermarket development 2
Jongun Kim
1970.09
Director
Supermarket capital area 1
15
Jongyoon An
1967.07
Director
Supermarket management support
Kiwook Lee
1969.10
Director
Lohbs management support
Seungchul You
1962.02
Director
Cinema management support
32
Gwanro Lee
1963.02
Director
Cinema theatre
32
Sangmoo Lee
1968.09
Director
Cinema movie
Hyeongsu Ji
1965.10
Director
Cinea new business
Eungyo Lee
1967.08
Director
Cinema management strategy
2. Employees
(As of 30 September 2015) (Unit: persons, year, thousand Won)
Business segment
Gender
The number of employees
Average number of years worked
Aggregate annual compensation
Average compensation per person(1)
Full-time
Contracted
Other
Total
Department
Store(2)
Male
2,109
-
-
2,109
12.3
115,530,047
54,547
Female
3,043
381
-
3,424
9.8
93,629,022
26,789
Discount
Store
Male
3,937
-
-
3,937
8
141,175,401
35,775
Female
9,698
-
-
9,698
4.7
154,616,046
18,633
Others
Male
2,056
252
-
2,308
5.5
68,115,097
29,494
Female
3,238
1,477
-
4,715
3.8
73,020,295
15,878
Total
24,081
2,110
-
26,191
6.3
646,085,908
26,088
Notes:
(1) Based on eight hour work days and an average total of24,766 employees.
Starting from the Company's 2010 annual report, the Company disclosed data for both full-time and contract employees. Prior to the Company's 2010 annual report, it only disclosed data for full-time employees. As such, readers should note the differences when comparing the number of employees, average number of years worked, aggregate annual compensation and average compensation per person.
Super Market, Cinema, and H&B Business are included in "Others."
B. Compensation
Compensation of Directors
(Unit: million Won)
Category
Number of directors
Amount paid
Average per person
Registered Director
5
3,493
699
Outside Director
3
152
51
Audit Committee Member
3
140
47
Total
11
3,784
344
Compensation of Individual Directors
(Unit: million Won)
Name
Position
Amount paid
Note
Kyukho Shin
Executive Chairman
1,200
Consisting of W1,200 million in salary
Dongbin Shin
Chairman
750
Consisting of W750 million in salary
Inwon Lee
Vice-Chairman
717
Consisting of W717 million in salary
VIII. Transactions with Interested Parties
A. Transactions with the Largest Shareholder and its Affiliates
Not applicable.
B. Collateral
Not applicable.
C. Guarantee of Obligations
(Unit: USD 1,000, CNY 1,000)
Company name
Relation
Transaction details
Note
Beginning
Increase
Decrease
Ending
Lotte Properties (Chengdu) HK Limited
Consolidated subsidiary company
USD 140,000
-
-
USD 140,000
Agreed interest is included
USD 50,000
-
-
USD 50,000
Lotte Shopping RUS Ltd.
Company under the equity method
USD 5,000
-
-
USD 5,000
Agreed interest is included
PT. LOTTE Shopping Avenue Indonesia
Consolidated subsidiary company
USD 20,000
USD 20,000
Agreed interest is included
Shandong Longzhile Cinema Co., Ltd.
Company under the equity method
CNY 24,000
-
-
CNY 24,000
Agreed interest is included
Lotte Shopping Holdings(Hongkong) Co., Ltd.
Consolidated subsidiary company
USD 38,136
-
-
USD 38,136
Agreed interest is included
USD 38,135
-
-
USD 38,135
USD 38,135
-
-
USD 38,135
USD 38,135
-
-
USD 38,135
-
USD 120,214
-
USD 120,214
LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD.
Consolidated subsidiary company
KRW 52,949
KRW 52,949
-
Performance guaranty for full payment of taking-over
Lotte Shopping Business Management (Hong Kong) Limited
Consolidated subsidiary company
CNY 750,000
-
CNY 750,000
-
Agreed interest is included
International Business Center Company Limited
Company under the equity method
-
USD 18,500
-
USD18,500
Agreed interest is included
-
USD 1,500
-
USD 1,500
Agreed interest is included
Lotte Business Management (Tianjin) Co., Ltd
Consolidated subsidiary company
-
CNY 200,000
-
CNY 200,000
Agreed interest is included
LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.
Consolidated subsidiary company
-
CNY 110,000
-
CNY 110,000
Agreed interest is included
IX. Other Relevant Matters
A. Summary of the Minutes from the General Meeting of Shareholders
Date
Matters
Decision
45hGeneral Meeting of Shareholders
(20 March 2015)
Agenda No. 1: Approval of the Company's 45hfiscal year financial statements
Agenda No. 2 Appointment of directors
-No. 2-1: Appointment of inside directors
-No. 2-2: Appointment of outside directors
Agenda No. 3: Approval of compensation limit for directorsApproved
B. Contingent Liabilities
1. Major legal proceedings
The Company's management does not believe that the final outcome of the lawsuits that it is currently involved in would significantly affect the Company's financial condition.
a. Major lawsuits where the Company is the plaintiff
(Unit: thousand Won)
Business segment
Company (Plaintiff)
Lawsuit details
Claimed amount
Department store
Lotte Shopping
Claim related to cancellation of gross real estate tax (and 18 other cases)
17,252,112
Lotte Department Store Masan
Damages claim (and 1 other cases)
80,354
Discount store
Lotte Shopping
Claim related to cancellation of construction permits (and 10 other cases)
2,427,118
Finance
Lotte Card
Debt collection claim (and 382 other cases)
2,507,903
eB Card
Claim related to payment (and 3 other cases)
1,006,695
Electronics
Lotte Hi-mart
Damages claim (and 2 other cases)
368,904
Others
Lotte Shopping (Super)
Claim related to cancellation of business hours restriction (and 3 other cases)
136,144
Lotte Shopping (Cinema)
Claim related to cancellation fee (and 8 other cases)
8,265,982
Korea Seven
Claim on return of rental deposit (and 36 other cases)
2,099,536
Buy the Way
Claim on termination of franchise agreement and uncollected balance (and 6 other cases)
247,218
Woori home shopping
Administrative litigations related to deliberation and decision of Fair Trade Commission (FTC) (and 1 other cases)
1,400,000
Cs mart
Claim for payment of goods(and 3 other cases)
282,985
b. Major lawsuits where the Company is the defendant
(Unit: thousand Won)
Business segment
Company (Defendant)
Lawsuit details
Claimed amount
Department store
Lotte Shopping
Damages claim (and 13 other cases)
6,080,300
Lotte Department Store Masan
Retirement claim(and 1 other cases)
78,000
Discount store
Lotte Shopping
Damages claim (and 13 other cases)
14,735,490
LOTTE MART COMPANY LIMITED
Damages claim (and 1 other cases)
5,436,828
Lotte Mart (Chongqing) Commercial Co., Ltd.
Damages claim (and 1 other cases)
18,771,000
Finance
Lotte Card
Damages claim (and 100 other cases)
42,957,619
eB Card
Claim related to remuneration (and 4 other case)
3,044,406
Electronics
Lotte Hi-mart
Damages claim (and 6 other cases)
1,696,680
Others
Lotte Shopping (Super)
Damages claim (and 4 other cases)
2,453,818
Lotte Shopping (Cinema)
Damages claim (and 1 other cases)
85,569
Korea Seven
Damages claim (and 38 other cases)
2,365,306
Buy the Way
Eviction(and 2 other cases)
182,599
Woori Home Shopping
Damages claim (and 4 other cases)
3,038,342
Cs mart
Claim for payment
39,548
2. Bills or checks provided as collateral
(1) Lotte Card, which is a subordinate company, bears the warranty responsibility in the event of failure of asset backed card debenture to equip itself with appropriate requisites or in the event of occurrence of causes such as overdue. In the case of trust format of liquidation, the trust company can request Lotte Card to put assets in excess of a prescribed amount into trust additionally if the assets being assigned fail to be maintained at or above a prescribed level. In addition, in the event of asset liquidation, if prescribed causes such as when the average portfolio profit rate over the 3 continuous settlement terms falls below the average basic cost rate over the same period or when the revised balance of the principal of liquefied assets as of the date of the termination date of each of the settlement terms falls below the minimum balance of the principal of liquefied assets, etc. agreed upon under the relevant contract materialize, then, the limited company specializing in asset liquidation shall bear the responsibility for early redemption of the asset backed securities.
(2) Lotte Shopping has the right to purchase 5.1% of the entire stocks of Hyundai Logistics Co., Ltd. that Aegis First owns. Aegis First, unless the Lotte Shopping does not exercise call option for the said equity, has the right to sell it to Lotte Shopping. On the other hand, the entire amount of the stocks of Aegis First(with book value of 5,875,427,000 Won) that Lotte Shopping owns has been offered as collateral to the Mizuho Bank in relations to the loan by Aegis First3. Use of proceeds from private placements
(As of 30 September 2015) (Unit: million Won)
Type
Remittance date
Remittance amount
Planned use of proceeds
Actual use of proceeds
Convertible bond issue
2011.07.05
960,003
Overseas investment and repayment of foreign currency borrowings
Overseas investment and repayment of foreign currency borrowings
Exchangeable
Bond issue
2013.01.24
321,200
Overseas investment and repayment of foreign currency borrowings
Overseas investment and repayment of foreign currency borrowings
The exchange rates in effect on the remittance date (5 July 2011), of US$ 1.00 = Won 1,063.8 and JPY 1 = Won 13.1724, were applied.
On 5 July 2014, holders exercised their early redemption option and redeemed US$480,000,000 and JPY 22,940,000,000 aggregate principal amount of the convertible bonds.4. Other Contingent Liabilities
a. Detail of payment guarantees on behalf of specially related parties
Details of guarantee or payment guarantees provided by the Company in favour of its specially related parties are as follows. There are no guarantee or payment guarantees provided by such specially related parties in favour of the Company.
Company name
Guarantor
Guaranteed amount
Term ofguarantee
Remarks
Lotte Shopping Rus Ltd.
Korea Exchange Bank
USD 5,000,000
2014.05.02~2017.05.02
Payment guarantees for funding
Shandong Longzhile Cinema Co., Ltd.
Shinhan Bank
CNY 24,000,000
2014.06.23~2017.06.23
International Business
Center Company limited
KOREA EXIM BANK
USD 18,500,000
2015.03.01~2016.04.06
KEXIM (Vietnam)
USD 1,500,000
In addition to the above, D Cinema of Korea Co., Ltd. entered into a VPF agreement with Twentieth Century Fox Film Corporation in October 2008, and D Cinema's performance thereunder was guaranteed by CJ CGV Co., Ltd. and the Company (50% each). In addition, the Company has guaranteed Burger King Japan Co., Ltd.'s royalty contract with BK ASIAPAC PTE. Ltd (3.0% of sales and US$25,000 per store opened). Furthermore, the Company, Lotte Hotel and Lotte Construction have entered into a joint supplemental funding agreement in connection with the Won 700 million Lotte Incheon Development asset backed securities due 23 February 2018 issued by HND Able 2nd Limited in case HND Able 2nd Limited is unable to pay principal or interest on the securities.
5. Issuance of hybrid securities recognized as equity
(As of 30 September 2015) (Unit: million Won)
Category
Details
Issuance number
Issue No. 1-1, 1-2 of Lotte Shopping subordinated hybrid securities
Issuance date
15 November 2013
Issued amount
Won 270 billion (No. 1-1: Won 240 billion, No. 1-2: Won 30 billion)
Purpose of issuance
Repayment of borrowings and general corporate purposes
Type of offering
Private placement
Listed/Unlisted
Unlisted
Nonredemption Balance
Won 270 billion (No. 1-1: Won 240 billion, No. 1-2: Won 30 billion)
Recognition Capital Related Issue
Reason for the
Accounting management
Issued securities were recognized as equity shares as they are not considered as part of assets that may be collected for money owed to creditors. However, no dividend may be paid until all interests have been paid.
The recognition capital ratio of the credit-rating agencies, etc.
Moody's : 50%, Fitch : 50%
Unpaid accumulated interest
None
Maturity and early redemption
Maturity: 30 years (but may be extended)
Call options are exercisable five years after issuance date.Interest rate (with conditions for rate adjustment)
4.723% (the rate will be recalculated every five years after issuance date as 5-year government bond yield1.5%, with an additional 1% at 10 years after issuance)
Seniority
When liquidating a company, it is on the same level as the last back burner among the preferred stocks that are related to the distribution of the residuary estate. It is in the prior order than the common stock of the company; subordinated over the rest of the debts except for the debts specified to be entrusted in the same order as the existing preferred stocks of the company.
The influence on the financial structure when classifying debt
Debt ratio increased (from 66% to 69%, based on the data from the end of September, 2015.)
6. Sanctions and Fines
a. Lotte Shopping
In July 2013, the Seoul Regional Tax Office commenced a regular tax investigation into the Company and assessed additional taxes, which were paid in full by the Company in February 2014.
b. Lotte Card
Business segment
Company
Date
Sanction / fine
Reason
Measures taken to prevent reoccurrence
Card
Lotte Card
2014.01.21
Advisory from the Financial Supervisory Service and imposition of fine (W500 million)
Improper operation of board of directors.
(Specialized Credit Finance Business Act Article 50)
Strengthening of management of board of directors operation.
One employee was issued a "cautionary warning"
2014.02.11
Warning from the Financial Supervisory Service and imposition of fine (W1,000 million)
Insurance solicitation with misleading information about insurance products.
(Insurance Business Act Article 97)
Employee training.
One employee was issued an official "reprimand"
2014.02.16
Partial suspension of operations for 3 months from the Financial Services Commission
Leaking of customer information.
(Specialized Credit Finance Business Act Article 24, Use and Protection of Credit Information Act Article 19)
Reinforcement of information security (physical and IT-related).
2014.10.28
Imposition of penalty surcharge (W50,000,000) and fine (W 6,000,000) from the Financial Services Commission
Violation of the prohibited acts relating to credit card businesses, etc., Violation of duty to maintain sound business practice in recruiting credit card holders
(Specialized Credit Finance Business Act Article 24, etc.)
Reinforcement of relevant standards. Employee training.
Strengthening of management supervision.
Three managing directors
- Former managing director (13 years and 7 months of tenure), an official "reprimand"
-Former managing director (12 years of tenure), three months of salary reduction
-Current managing director (15 years and 5 months of tenure), an official "reprimand"
2014.10.28
Two representative directors
-Former representative director (5 years and 8 months of tenure), an equivalent of "cautionary warning"
-Former representative director (10 years and 11 months of tenure), an equivalent of recommendation of discharge
Lack of supervision and management with regard to developing and maintaining measures for personal credit information protection
Replacement of representative directors.
Strengthening of management supervision
2014.10.28
Five managing directors
-Former managing director (12 years of tenure), three months of salary reduction
-Former managing director (7 years and 6 months of tenure), an equivalent of an official "reprimand"
-Former managing director (6 years and 4 months of tenure), an equivalent of dismissal
-Current managing director (10 years and 2 months of tenure), an official "reprimand"
-Current managing director (10 years and 4 months of tenure), three months of salary reduction
Neglectful supervision, development and management of security measures with regard to user personal information usage, Failing to convert user information when testing the electronic system.
Lack of supervision, etc.
Expansion of IT security infrastructures and work force.
Regular employee training.
Strengthening of internal regulation.
2014.10.30
Imposition of fine (W 12,000,000) from the Ministry of Security and Public Administration
Violation of the rules relevant to personal information retention, etc.
Regular employee training.
Strengthening of internal regulation.
2015.02.12
Cautioned and imposition of fine (5 million Won)by the Financial Supervisor Service
Failure to exhaustively manage and monitor the recruitment of members for issuance of credit card, etc.
Full time education
for the staffs and reinforcement of internal control
c. Woori Homeshopping
Company
Date
Target person for punishment or measures
Cause of ground laws and regulations
Details of punishment or measures
Response of company to punishment or measures
Preventive measures for prevention of recurrence
Distribution
Woori Homeshopping
2015.03.25
Woori Homeshopping
Act on Large Scale Distribution - non issuance of prior document and contract form (delayed issuance) and advance oral order, delayed payment for sale money, burden shift of costs for sales promotion, demand of business management information and provision of disadvantage through method of receipt of fees and inducement of mobile order
Period: 12.01.1~14.12.4
Correction order/notice order/penalty 37.4 billion won
Paid penalty, organized TFT fair trade and took measures against disadvantages to subcontractors
organized TFT fair trade (carried out making efforts in improving)
2015.05.14
Act on Signs and Advertisement- omission of significant information items notification: guide costs, selective tourist expenses and tourism products; important sign item in broadcasting
Period: 14.09.01~11.09
Penalty : 62.50 million won
Paid penalty and indication of omitted items
Indicated omitted items
2015.06.12
Ecommerce Act- false and exaggerative ad in TV broadcasting sales/Liricos ample cosmetics- made false and exaggerative ad in broadcasting by pretending genuine cosmetics while giving sample ones.
Period : 14.11.23
Correction order/penalty 8 million won
Paid penalty/took disciplinary measures against responsible person through personnel committee
Personnel committee carries out follow-up measures (intensifying broadcasting and broadcasting review process)
The above table summary does not include minor sanctions and fines.
C. Inventory Status
(Unit: million Won)
Business segment
Account
46thfiscal year (3Q)
45thfiscal year
44rd fiscal year
Department store
Merchandise
1,635,709
1,645,156
1,406,355
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
-
-
-
Goods not delivered
-
-
-
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
-
-
-
Land site
-
-
-
Sub-total
1,635,709
1,645,156
1,406,355
Discount store
Merchandise
652,218
645,588
716,340
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
534
417
562
Goods not delivered
3,707
530
413
Unsold property
32,255
-
-
Completed property
-
-
-
Uncompleted property
465
23,756
36,068
Land site
1,643
16,061
35,130
Sub-total
690,822
686,352
788,513
Finance
Merchandise
3,124
2,564
2,506
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
-
-
-
Goods not delivered
-
-
-
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
-
-
-
Land site
-
-
-
Sub-total
3,124
2,564
2,506
Electronics
Merchandise
447,155
357,113
339,729
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
-
-
-
Goods not delivered
-
-
-
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
-
-
-
Land site
-
-
-
Sub-total
447,155
357,113
339,729
convenience store
Merchandise
67,687
53,173
49,876
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
840
787
695
Goods not delivered
-
-
-
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
-
-
-
Land site
-
-
-
Sub-total
68,527
53,960
50,571
Others
Merchandise
187,668
174,114
189,990
Goods
10,243
12,227
9,303
Goods in process
1,423
943
1,288
Half-finished goods
-
-
-
Raw materials
1,655
873
1,166
Component materials
20
9
712
Stored goods
1,409
964
2,172
Goods not delivered
325
1,676
83
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
288,183
225,103
322,104
Land site
-
-
-
Sub-total
490,926
415,909
526,818
Total
Merchandise
2,993,561
2,877,708
2,704,796
Goods
10,243
12,227
9,303
Goods in process
1,423
943
1,288
Half-finished goods
-
-
-
Raw materials
1,655
873
1,166
Component materials
20
9
712
Stored goods
2,783
2,168
3,429
Goods not delivered
4,032
2,206
496
Unsold property
32,255
-
-
Completed property
-
-
-
Uncompleted property
288,648
248,859
358,172
Land site
1,643
16,061
35,130
Sub-total
3,336,263
3,161,054
3,114,492
Inventory as percentage of total assets (%)[InventoryAssets100]
8.06%
7.89%
7.99%
Inventory turnover (times)
[Annualized cost of sales{(Period start inventoryPeriod end inventory)2}]
6.1
6.2
6.7
Due diligence of inventories
Business unit
Department store
Discount store
Others
Date of due diligence
17 June,
23 June ~ 24 June
-
15 January - 26 March
15 April - 30 June
The Company reviews its inventories in the presence of its independent auditors at the end of each financial year but not for any interim period.
D. Securities Issuances
1. Amount of Outstanding Commercial Paper
(As of 30 September 2015) (Unit: million Won)
Remaining maturity period
Under 10 days
Over 10 but under 30 days
Over 30 but under 90 days
Over 90 but under 180 days
Over 180 days but under 1 year
Over 1 but under 2 years
Over 2 but under 3 years
Over 3 years
Total
Amount outstanding
-
8,000
230,000
203,010
-
-
115,000
150,000
706,010
2. Amount of electronic short-term debenture
(As of 30 September 2015) (Unit: million Won)
Remaining maturity period
Under 10 days
Over 10 but under 30 days
Over 30 but under 90 days
Over 90 but under 180 days
Over 180 days but under 1 year
Total
Limitations in issuance
Limitations on balance
Amount outstanding
-
-
-
-
-
-
-
-
3. Amount of Outstanding Corporate Bonds
(As of 30 September 2015) (Unit: million Won)
Remaining maturity period
Under 1 year
Over 1 but under 2 years
Over 2 but under 3 years
Over 3 but under 4 years
Over 4 but under 5 years
Over 5 but under 10 years
Over 10 years
Total
Amount outstanding
2,161,237
2,115,500
2,201,150
1,160,000
900,000
540,000
0
9,077,887
4. Amount of Outstanding Hybrid Securities
(As of 30 September 2015) (Unit: million Won)
Remaining maturity period
Under 1 year
Over 1 but under 5 years
Over 5 but under 10 years
Over 10 but under 15 years
Over 15 but under 20 years
Over 20 but under 30 years
Over 30 years
Total
Amount outstanding
-
-
-
-
-
270,000
-
270,000
5. Amount of Outstanding Conditional Capital Stocks Balance
(As of 30 September 2015) (Unit: million Won)
Remaining maturity period
Under 1 year
Over 1 but under 2years
Over 2 but under 3years
Over 3 but under 4years
Over 4 but under 5years
Over 5 but under 10years
Over 10 but under 20years
Over 20 but under 30years
Over 30 years
Total
Amount outstanding
-
-
-
-
-
-
-
-
-
-
This information is provided by RNSThe company news service from the London Stock ExchangeENDQRTEALADALFSFEF
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