REG - Lotte Shopping CoLtd - 3rd Quarter Results <Origin Href="QuoteRef">023530.KS</Origin> - Part 1
RNS Number : 5561SLotte Shopping Co. Ltd22 December 2016Quarterly Report
(47th fiscal year)
For the nine month period ended 30 September 2016
Click on, or paste the following links into your web browser, to view the associated PDF documents.http://www.rns-pdf.londonstockexchange.com/rns/5561S_-2016-12-22.pdf
http://www.rns-pdf.londonstockexchange.com/rns/5561S_1-2016-12-22.pdfTo: Financial Services Commission of Korea
KRXKOSPIMarket 14 November 2016Company Name : Lotte Shopping Co., Ltd.
CEO : Wonjoon Lee
Head Office : 81, Namdaemun-ro, Jung-gu, Seoul
(Tel) +82 2-771-2500
(Homepage) http://www.lotteshopping.comPrepared by : (Position) Head of Planning Division
(Name) Sang Soo Kim
(Tel) +82 2-2118-2025On 14 November 2016, Lotte Shopping Co., Ltd. (the "Company") filed its business report for thefirst nine monthsof 2016 (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 thenine monthsperiod ended30 September 2016has 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 the ninemonth period ended30 Septemberor, as the context requires,30 Septemberof such fiscal year.
I. Overview of the Company
A. Main Businesses of the Company
The Company had 71 subsidiaries as of 30 September 2016, 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 storesegment 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 2016.
2. Affiliates
The Company has 94 affiliates.
a. Listed companies
Business category
Affiliates
Number of companies
listed company
Lotte Confectionary, Lotte Food, Lotte Chilsung Beverage
Lotte Chemical
Lotte Shopping, Lotte Hi-mart
Lotte Insurance
Hyundai Information Technology
Lotte finechemical
9
b. Unlisted companies
Business category
Affiliates
Number of companies
unlistedcompany
Lotteria, CH Beverage, MJA Wine, HUI, Chung-buk Soju, Baekhak Beverage, Lotte-Nestle Korea, Lotte Hotel, Lotte Giants, Lotte Hotel Busan, Lotte Corporation, D-Cinema Korea, Lotte JTB, Lotte Gimhae Development, Universal Studios Korea Development,
Lotte International, Lotte Station Building, Lotte Logistics, 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, Korea Fuji Film, Sambark LFT, Lotte Aluminium, Canon Korea Business Solutions, Lotte Engineering & Construction, Lotte Asset Development, Lotte Incheon Development, Universal Studios Korea Resort Asset Management Corporation, Donggyo Cheonggiwa PFV, Lotte Incheon Town, Magok District PFV, Daehong Communications, Mobizap Media, M.Hub
Lotte Data Communication, Han Paysys, Lotte Capital, Lotte Card, Lotte PS Net, Mybi, Busan Hanaro Card, eB Card, Gyeonggi Smartcard, Incheon Smartcard, Jang Kyo PFV
Seetec, KP Chemtech, Lotte MRC, Lotte Mitsui Chemicals, Lotte Versalis Elastomers, DACC Aerospace, Angel With, HyundaiLogistics, Hyundai Cosco Logistics, Aegis First, Lotte Members, Lotte shopping town Daegu, Lotte Duty Free Jeju, Lotte Town Dongtan, Lotte Autolease, Lotte Rental, Lotte Auto Care, Green Car, SDJ, JG Industrial, development, Lotte Accelerator, Hantok Chemical, S-EnPol, Lotte Ulsan Development, Sweet with, Lotte Advanced Materials, Eunpyeong PFV
85
Since the last business report, Lotte Advanced Materialsbecame 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 2016:
Appointment of inside director: Dongbin Shin, Youngja Shin, Inwon Lee, Wonjoon Lee
Appointment of outside directors: Soogeun Kwak, JaeWon Lee, JaeWan Bahk, SeokYoung Choi
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). Accordingly, the controlling company has additionally acquired the controlling power over the Lotte PS Net Co., Ltd.
E. Changes in Capital Stock
1. Increase (decrease) in share capital
(As of 30 September 2016) (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.
F. Total Number of Shares
(As of 30 September 2016) (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 2016) (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
47thfiscal year (3Q)
46thfiscal year
45rd fiscal year
Par value per share (Won)
5,000
5,000
5,000
(Consolidated)Net profit (million Won)
226,546
-383,067
526,650
Earnings per share (Won)
5,448
-13,393
17,391
Total cash dividend (million Won)
-
59,104
59,104
Total stock dividend (million Won)
-
-
-
(Consolidated)Cash dividend payout ratio (%)
-
-
11.2
Cash dividend yield (%)
Common stock
-
0.83
0.72
Preferred stock
-
-
-
Stock dividend yield (%)
Common stock
-
-
-
Preferred stock
-
-
-
Cash dividend per share (Won)
Common stock
-
2,000
2,000
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
2016 (3Q)
Net profit for the period
Won 170,556,270,976
Interest on issued hybrid securities
Won (9,545,635,887)
Weighted average number of common stock (excluding treasury stock)
Shares 29,552,204
Earnings per common share
Won 5,448
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 JOINT STOCK COMPANY
Discount store business in Vietnam
LOTTE MART COMPANY LIMITED
Discount store business in China
Swift Harvest Ltd. and 8 other entities
Discount store and real estate businesses in China
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.
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
Lotte Shopping (LOHB's)
Retail business for consumer goods, such as cosmetics, food, and other merchandise
Woori Home Shopping & Television Co., Ltd.
TV home shopping, online shopping and catalogue shopping businesses
Lotte.com
Distribution businesses under the Electronic Transactions Act, such as online shopping mall management business
Lotte Members
Membership point-system and professional analysis businesses, marketing platform business, global membership business and L.pay business
Lotte Songdo Shopping Town Co., Ltd.
Development and management of Lotte Mall Songdo
Lotte Suwon Shopping Town Co., Ltd.
Property management and trust administration
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 Properties (Chengdu) Limited
Mixed-use development of Chengdu Banseongang project in China
LOTTE PROPERTIES (CHENGDU) HK LIMITED
Mixed-use development and investment in Chengdu Banseongang project in China
Kotobuki Holding (HK) Ltd.
Investing in hotel businesses in Hong Kong
Hai Thanh - Kotobuki Joint Venture Company
Hotel business in Vietnam
The following table is a summary of the Company's financial condition by business segment.
(Unit: million Won, %)
Business segment
Division
47th fiscal year (3Q)
46th fiscal year (3Q)
46th fiscal year
45rd fiscal year
Amount
Percentage
of total
Amount
Percentage of total
Amount
Percentage of total
Amount
Percentage
of total
Department Store
Sales
5,689,661
25.9
5,666,036
26.2
8,032,532
27.6
8,043,745
28.6
Operating income
296,913
53.5
282,145
42.4
513,129
60.1
602,558
50.7
Total assets
16,356,675
39.9
16,781,777
40.5
16,704,343
41.1
16,794,731
41.9
Discount Store
Sales
6,291,628
28.6
6,347,810
29.3
8,323,692
28.6
8,208,956
29.2
Operating income
(87,286)
-15.7
(30,632)
-4.6
(61,431)
-7.2
67,075
5.6
Total assets
9,672,960
23.6
10,615,864
25.7
9,742,640
23.9
10,412,802
26.0
Finance
Sales
1,384,190
6.3
1,359,522
6.3
1,789,948
6.1
1,760,811
6.3
Operating income
114,826
20.7
143,926
21.7
165,698
19.4
202,636
17.1
Total assets
9,960,805
24.3
9,282,599
22.4
9,402,558
23.1
8,575,013
21.4
Electronics
Sales
2,959,835
13.5
2,890,369
13.4
3,896,137
13.4
3,754,295
13.4
Operating income
135,221
24.4
133,728
20.1
160,180
18.8
144,391
12.2
Total assets
2,947,310
7.2
2,887,674
7.0
2,905,213
7.1
2,774,637
6.9
Convenience
Store
Sales
2,767,500
12.6
2,512,144
11.6
3,314,814
11.4
2,685,504
9.6
Operating income
43,394
7.8
47,663
7.2
45,707
5.4
37,554
3.2
Total assets
1,252,434
3.1
1,236,866
3.0
1,149,742
2.8
1,157,632
2.9
Others (1)
Sales
2,891,517
13.1
2,871,425
13.2
3,770,532
12.9
3,646,256
12.9
Operating income
51,653
9.3
87,904
13.2
30,430
3.5
134,165
11.2
Total assets
801,951
1.9
581,862
1.4
788,870
2.0
357,511
0.9
Total
Sales
21,984,331
100.0
21,647,306
100.0
29,127,655
100.0
28,099,567
100.0
Operating income
554,721
100.0
664,734
100.0
853,713
100.0
1,188,379
100.0
Total assets
40,992,135
100.0
41,386,642
100.0
40,693,366
100.0
40,072,326
100.0
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
2015
2014
2013
Market size
29.2
29.3
29.8
Growth rate
-0.3
-1.7
4.6
Source: National Statistics Office
Excludes data for outlets.
Number of department stores in Korea
(Unit: stores)
Category
2015
2014
2013
Number of department stores
96
95
93
Increase (decrease)
+1
+2
+4
Source: National Statistics Office
Excludes data for outlets.
ii. Company overview
Trends in market share
(Unit: %)
Category
2015
2014
2013
Lotte department store's market share
51.5
48.5
45.8
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, 17 outlet stores, and 3 stores operated by the Company pursuant to management contracts with Lotte Station Building and Lotte Department Store Masan (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
2015
2014
2013
Market size
48.6
46.6
45.1
Growth rate
4.3
3.3
2.0
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
2015
2014
2013
Number of discount stores
544
528
511
Increase (decrease)
16
+17
+13
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
2015
2014
2013
Lotte Mart's market share
23.8
23.4
23.4
Source: National Statistics Office and Company data.
Based on (Homeplus, E-Mart, Lotte Mart) three companies, Lotte Mart including 112 discount stores and five vic market stores
b. LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY
Industry overview
Trends in market size in Vietnam
Category
2015
2014
2013
Population (million people)
92
91
90
GDP (USD 100 million)
2,134
1,917
1,717
Per capita (USD)
2,330
2,115
1,914
Growth rate (%)
6.7
5.5
5.4
Consumer price index (%)
2.0
5.2
6.6
Source: Planet Retail and the General Statistics Office of Vietnam
i. 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 2016, the Company operated 13 stores in Vietnam.
Status of LOTTE VIETNAM SHOPPING CO., LTD. stores
(Unit: stores)
Category
2016(3Q)
2015
2014
Number of stores
13
11
10
Increase (decrease)
+2
+1
+4
c.LOTTE MART COMPANY LIMITED / Swift Harvest Ltd and8 other entities
i. Industry overview
Trends in market size in China
Category
2016(E)
2015
2014
Population (thousand people)
1,373,540
1,374,620
1,367,520
GDP (USD 100 million)
113,830
112,119
104,917
Per capita (USD)
8,240
8,154
7,672
Growth rate (%)
6.7
6.9
7.4
Increase in consumer price index (%)
1.9
1.8
2.3
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 2016(Not included 16 Beijing Super) 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
2016(3Q)
2015
2014
Number of stores
Shanghai
74
74
72
Qingdao
0
0
6
Beijing
12
12
12
Beijing(super)
16
16
-
Shenyang
8
8
8
Chongqing
6
6
5
Total
116
116
103
Increase (decrease)
0
+13
-4
d. PT.LOTTE SHOPPING INDONESIA and PT. LOTTE MART INDONESIA
i. Industry overview
Trends in the market size in Indonesia
Category
2015
2014
2013
Population (million people)
252
251
248
GDP (USD 100 million)
9,080
8,507
8,739
Increase in consumer price index (%)
3.4
6.0
6.4
Source: Planet Retail (June 2015)
ii. Company overview
The Company acquired 19 Makro stores in Indonesia in November 2008 and opened 16 stores through its local retail business subsidiary in 2010~ 2015. As of 30 September 2016, the Company operated 43 stores in Indonesia and plans to continually expand in Indonesia.
Status of stores in Indonesia
(Unit: stores)
Category
2016(3Q)
2015
2014
Number of stores
43
41
38
Increase (decrease)
+2
+3
+2
3. Financial business sector segment
a. Lotte Card
i. Industry overview
Status of credit card business
(As of 30 September 2016)
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
Economically active population
(ten thousand persons)Number of Credit card
(ten thousand card)
per credit card number of Economically active population(card)
2015
2,691
9,314
3.5
2014
2,654
9,232
3.5
2013
2,587
10,203
3.9
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
2015
2014
2013
Credit card market size in Korea by charge volumes
630.7
594.1
585.6
Lotte Card's charge volumes
56.6
53.5
54.1
Lotte Card's market share
9.0
9.0
9.2
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 in 2016 (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
9,200 buses
19,421 buses
11,053 buses
Taxi
55,789 taxies
31,905 taxies
122,225 taxies
Subway
129 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 2016, Cash Bee cards are accepted at 80,958 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
2015
2014
2013
Market size for prepaid cards in Korea based on sales (1)
3,434
2,974
2,678
EB Card
932
857
692
EB Card's market share
27.1
28.8
25.8
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
2015
2014
2013
Household electronics
17.8
16.9
16.8
Computer and communication devices
19.8
19.7
21.8
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 3Q of 2016, Steady growth of sales of Household electronics and outside factors and changes in trend, Hi-mart's revenue increased by approximately 2.4% on a consolidated basis compared to the 3Q of 2015, largely due to the expansion of SKU(Stock Keeping Unit).
Lotte Hi-mart as of 30 September 2016, operated 448 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 2016, 579 household electronics installation teams and 1,329 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).
In addition, our company is providing smart pick services at all of our outlets. This service allows the customers to designate the outlet and the date of the visit of the outlet after having ordered products through the on-line shopping mall, and to collect the products on the corresponding date. Currently, this service is provided for products including PCs, cameras, cleaners, electric heaters and shavers, etc., and we are planning to continuously expand the range of products to be included in the service.
Market share of household / consumer electronics among household / consumer electronics stores
Store
2015
2014
2013
Lotte HiMart
48.5%
48.6%
46.6%
Electronics Land
6.4%
7.0%
7.3%
Living Plaza
27.1%
25.5%
26.7%
Hi Plaza
18.1%
18.9%
19.4%
Source: Audit reports of respective companies
5. Convenience Store
Korea Seven / Buy the Way
i. Industry overview
The convenience store industry in Korea faces challenges including market saturation, new government regulations on store openings and conflicts with franchisees. In addition to market maturity which led to a slump in monthly store opening rates, the enforcement of the amended Franchise Act which restricts store openings have forced industry players to shift their strategy from quantitative growth to qualitative growth. Under such environment, the convenience store industry's plans for store openings have shifted from large cities to mid- and small-sized cities and focus has been placed on increasing sales in current stores by diversifying products and increasing price competitiveness. Increased disputes with franchisees have also spurred franchisor companies to seek out new ways to achieve shared growth with their franchisees.
ii. Company overview
Korea Seven, a subsidiary of the Company, has operated a chain of convenience stores in Korea under the brand name 7-Eleven since 1989. Korea Seven acquired 100% of the capital stock of Buy the Way, which also operates convenience stores in Korea, in 2010.
Trends in market share
(Unit: %)
Category
2015
2014
2013
Korea Seven and Buy the Way's market share
27.6
27.8
28.8
Estimated based on Company data and includes acquired Buy the Way stores.
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 2016 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. Beginning with the 'Lotte Premium Food Market' No. 1 in June 2016, we are providing differentiated products and services including more than 7,000 domestic and foreign premium level food items by entering the premium food market, which is undergoing new growth in alignment with the changes in the domestic consumption environment.
b. Lotte Cinema
i. Industry overview
The Korean film industry recorded sales of Won 579 billion in the 3Q of 2016, 1.8% increase from the same period in 2015. In the 3Q quarter of 2016, 72.4 million movie tickets were sold, showing a 0.9% decrease from the same period in 2015.
ii. Company overview
As of 30 September 2016, Lotte Cinema operated 109 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 2016, Lotte Cinema operated 39 overseas cinemas.
Trendsin market share
(Unit: 10,000 persons, %)
Category
2015
2014
2013
Number of movie tickets sold in the cinema industry in Korea
21,729
21,506
21,335
Number of movie tickets sold by Lotte Cinema(1)
6,529
6,300
6,376
Lotte Cinema's market share
30.0
29.3
29.9
Note:
(1) Includes the number of movie tickets sold by cinemas managed but not owned by Lotte Cinema.
c. Lotte Shopping (LOHB's)
i. Industry overview
Health & Beauty specialty stores ("H&Bs") are the Korean distribution channel for overseas drug stores that focus on the retail of cosmetics and other beauty products. In 2015, the H&B industry increased 40% to Won 1 trillion compared to 2014. While other distribution industries have seen stagnation in growth due to the recent economic slowdown and severe price discounting resulting from intense competition, the H&B industry expects to continue expanding by catering to recent conscious consumption trends focused on pricing and quality. CJ's Olive Young and GS's Watson's are the leaders in the industry, and Lotte's LOHB's and Shinsegae's Boons, later market entrants, are also expanding.
ii. Company overview
LOHB's entered the H&B business when it opened its first store in Seoul in May 2013. As of 30 September 2016, LOHB's operated 78 stores in Korea.
Trendsin market share
(Unit: stores, %)
Category
2016(3Q)
2015
2014
Number of stores owned by major Korean H&B companies(1)
901
732
565
Number of stores owned by LOHB's
78
53
30
LOHB's market share
8.7%
7.2%
5.3%
Note:
Estimates based on Company data.
(1) Major companies refer to Olive Young (CJ), Watsons (GS), LOHB's (Lotte) and Boons (Shinsegae).
d. Woori Home Shopping
i. Industry overview
(1) TV home shopping
There are seven TV home shopping companies in Korea. Korea Home Shopping (currently GS Home Shopping) and 39 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, Home & Shopping joined the market in 2011 and IM Shopping joined the market in 2015. 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
2015
2014
2013
Market size of the home shopping industry in Korea
40,682
41,000
38,829
Woori Home Shopping sales
8,646
8,692
7,732
Woori Home Shopping market share
21.3
21.2
19.9
Estimated based on publicly disclosed estimated total sales data for the Company's competitors in Korea (excluding NS Home Shopping and Home & Shopping).
e. 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.
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 2016.2Q was 30.5 trillion Won, which is a growth by approximately 20.5% from the previous year with continued growth every year.
Company overview
f. Lotte Members
ii. 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.
h. 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.
i. 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.
j. LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD./ Lotte Shopping Holdings (Hong Kong) Co.,Limited / LHSC Limited
As of 30 September 2016, LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD. held shares in distribution companies in India, Indonesia and 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
90.0
16
Distribution
(department store)
LOTTEMART C&C INDIA PRIVATE LIMITED
100.0
247
Distribution (mart)
PT. LOTTE SHOPPING INDONESIA
80.0
249,582
Distribution
(mart)
PT. LOTTE MART INDONESIA
99.0
46,346
Distribution
(mart)
LOTTE HOTEL & RETAIL VIETNAM PTE. LTD.
40.0
27,144
Investment company
PT. LOTTE Shopping Avenue Indonesia
99.0
47,755
Distribution
(department store)
Lotte Shopping Plaza Vietnam Co., Ltd.
100.0
30,970
Distribution
(department store)
LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY
99.9
54,348
Distribution
(mart)
LOTTE E-COMMERCE VIETNAM CO.,LTD.
100.0
5,482
Distribution
(Lotte.com)
PT. INDO LOTTE MAKMUR
50.0
5,482
Distribution
(Lotte.com)
International Business Center Company Limited
50.0
58,902
Real estate lease
Lotte Shopping Holdings
(Hong Kong) Co., LimitedLotte Business Management (Tianjin) Co., Ltd.
100.0
62,489
Distribution
(department store)
Lotte Mart China Co., Ltd.
100.0
160,942
Distribution (mart)
Swift Harvest Ltd. and 8 other entities
100.0
0
Distribution (mart)
Hong Fung Ltd. and 2 other entities
100.0
12,776
Distribution (mart)
Nantong Meili Properties Limited
100.0
4,188
Distribution (mart)
Zhuji Decheng Properties Limited
100.0
2,759
Distribution (mart)
Nantong Yaodong Properties Limited
100.0
8,751
Distribution (mart)
Nantong Fuhua Properties Limited and 1 other entities
100.0
5,698
Distribution (mart)
Nantong Jinyou Properties Limited and 1 other entities
100.0
7,814
Distribution (mart)
Nantong Branda Properties Limited and 1 other entities
100.0
1,745
Distribution (mart)
Nantong Fortune Trade Properties Limited
100.0
3,387
Distribution (mart)
Nantong Fine Spring Properties Limited
100.0
3,042
Distribution (mart)
Nantong Fine Port Properties Limited and 1 other entities
100.0
3,757
Distribution (mart)
Huai An Full Faith Properties Limited
100.0
5,214
Distribution (mart)
LHSC Limited
51.1
0
Investment company
Liaoning LOTTE Mart Co., Ltd.
100.0
0
Distribution (mart)
Qingdao LOTTE Mart Commercial Co., Ltd.
75.2
0
Distribution (mart)
Lotte Department Store (Shenyang) Co., Ltd.
100.0
76,741
Distribution
(department store)
Lotte International Department Store (Weihai) Co., Ltd.
100.0
32,889
Distribution
(department store)
Jilin LOTTE Mart Co., Ltd.
100.0
0
Distribution (mart)
Lotte Shopping Business Management(Hong Kong) Limited
100.0
11
Bond issuances (SPC)
LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.
100.0
54,815
Distribution
(department store)
Lotte Department Store (Chengdu) Co., Ltd.
100.0
43,852
Distribution
(department store)
Lotte mart (Chongqing) Commercial Co., Ltd.
100.0
21,926
Distribution
(mart)
Lotte Mart Co., Ltd.
100.0
109,981
Distribution
(mart)
LOTTE MART (CHENGDU) COMMERCIAL COMPANY LIMITED
100.0
13,156
Distribution
(mart)
As of 30 September 2016 (exchange rate of USD 1.00 = KRW 1,096.30)
Financial statements prepared on a separate basis under Singapore FRS and HK FRS.
k. Kotobuki Holding (HK) Ltd./ Hai Thanh - Kotobuki Joint Venture Company
In October 2012, LOTTE HOTEL & RETAIL VIETNAM PTE. LTD. acquired Kotobuki Holding (HK) Ltd., the holding company of Hai Thanh-Kotobuki Joint Venture Company. Hai Thanh-Kotobuki Joint Venture Company operates hotels in Ho Chi Minh City, Vietnam, including Lotte Legend Hotel Saigon. As of 30 September 2016, Kotobuki Holding (HK) Ltd. owned 70% of Hai Thanh-Kotobuki JV Company.
l. Lotte Properties (Chengdu) Limited/ LOTTE PROPERTIES (CHENGDU) HK LIMITED
LOTTE PROPERTIES (CHENGDU) HK LIMITED was established for the Chengdu Banseongang mixed-usedevelopment project in October 2009 with a paid-in capital of US$197 million, 73.5% of which was invested by Lotte Shopping, 16.2% by Lotte Hotel, 5.3% by Lotte Station Building and 5.0% by Lotte Asset Development.
Lotte Properties (Chengdu) Limited, established in May 2012 through a 100% investment by LOTTE PROPERTIES (CHENGDU) HK LIMITED, purchased 21,000 pyeong of land in the Chengdu Banseongang district and is leading a mixed-use development project with 68,000 pyeong for residence and 103,000 pyeong for business.
B. Production and Facilities
1. Plans for the establishment of new stores
Category
Store
Location
Expected establishment date
Outlets
Nam-ak
December 2016
Discount Store
Siheung Gunja
December 2016
December 2016
Mokpo Namak
Namak-ri, Samhyang-eup, Muan-gun, Jeollanam-do
November 2016
Cinema
Cheongju Yongam
Yongam-dong, Sangdang-gu, Chungcheongbuk-do
November 2016
Eunpyeong New Town
Jingwan-dong, Eunpyeong-gu, Seoul
November 2016
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
investment2016 - 2018
Tangible assets
Increase in sales
17,400
2,500
14,900
Discount store
New
investment2016 - 2018
Tangible assets
Increase in sales
5,534
897
4,637
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
2016
2017
2018
Department store
Newandordinary investments
Tangible and other assets
25,875
7,705
8,330
9,840
Increase in sales
Discount store
New and ordinary investments
Tangible and other assets
9,137
2,711
2,201
4,225
Increase in sales
The above plans are subject to change based on future business conditions.
C. Sales
(Unit: million Won)
Business segment
Type
Product
47th (3Q)
46th (3Q)
Department Store
Products
Clothing, etc.
Export
610
-
Domestic
4,839,029
4,893,623
Total
4,839,639
4,893,623
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fee, etc.
Export
26
-
Domestic
849,996
772,413
Total
850,022
772,413
Total
5,689,661
5,666,036
Discount Store
Products
Food, etc.
Export
17
-
Domestic
5,862,458
5,920,369
Total
5,862,475
5,920,369
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fee, etc.
Export
-
-
Domestic
429,153
427,441
Total
429,153
427,441
Total
6,291,628
6,347,810
Finance
Products
Export
-
-
Domestic
4,847
2,886
Total
4,847
2,886
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Fees and
commissions, etc.
Export
-
-
Domestic
1,379,343
1,356,636
Total
1,379,343
1,356,636
Total
1,384,190
1,359,522
Electronics
Products
Electronics, etc.
Export
-
-
Domestic
2,948,154
2,878,773
Total
2,948,154
2,878,773
Goods
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fee, etc.
Export
-
-
Domestic
11,681
11,596
Total
11,681
11,596
Total
2,959,835
2,890,369
Convenience store
Products
Food, etc.
Export
-
11
Domestic
2,596,609
2,307,974
Total
2,596,609
2,307,985
Goods
Food, etc.
Export
-
-
Domestic
-
-
Total
-
-
Others
Rental fees, etc.
Export
-
-
Domestic
170,891
204,159
Total
170,891
204,159
Total
2,767,500
2,512,144
Others(1)
Products
Food, etc.
Export
13,809
6,436
Domestic
1,881,648
1,895,749
Total
1,895,457
1,902,185
Goods
Food, etc.
Export
-
-
Domestic
37,948
34,325
Total
37,948
34,325
Others
Rental fees, etc.
Export
-
-
Domestic
958,112
934,915
Total
958,112
934,915
Total
2,891,517
2,871,425
Total
Products
Clothing, food, etc.
Export
14,436
6,447
Domestic
18,132,745
17,899,374
Total
18,147,181
17,905,821
Goods
Clothing, food, etc.
Export
-
-
Domestic
37,948
34,325
Total
37,948
34,325
Others
Rental fees, etc.
Export
26
-
Domestic
3,799,176
3,707,160
Total
3,799,202
3,707,160
Total
21,984,331
21,647,306
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 Six month period ended 30 September 2016.
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 Six month period ended 30 September 2016.
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% of net sales from 1 April 2016 to 1 March 2020.
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 three month period ended 30 September 2016 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
47th fiscal year (3Q)
46th fiscal year
45th 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 position as of 30 September 2016 and 31 December 2015, 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 30 September 2016 and 2015.
3. Audit contracts
(Unit: million Won, hours)
Fiscal year
Auditor
Description
Fee
Total hours
47th fiscal year (3Q)
Samjong KPMG
Review of quarterly and semi-annual financial statements
Audit of non-consolidated and consolidated financial statements
705
6,400
46th fiscal year
Samjong KPMG
Review of quarterly and semi-annual financial statements
Audit of non-consolidated and consolidated financial statements
670
12,100
45thfiscal year
Samjong KPMG
Review of quarterly and semi-annual financial statements
Audit of non-consolidated and consolidated financial statements
670
12,000
4. Contracts regarding non-audit services with outside auditor
(Unit: million Won)
Fiscal year
Date of contract
Description
Service period
Fee
47thfiscal year (3Q)
16.02.17
Agreed upon proceedings with regard to royalties to Toys"R"Us
16.02.17 ~
16.02.199
46thfiscal year
15.03.10
Tax accounting due diligence related to acquisition
15.03.10 ~
15.06.3025
15.03.16
Agreed upon proceedings with regard to royalties to Toys"R"Us
15.03.16 ~
15.03.209
45rd fiscal 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
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 six 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)
Sukeun Kwak, JaeWan Bahk, SeokYoung Choi
(from 22 March 2016)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.
-
Outside Director Nomination Committee
Two or more directors (at least half of whom must be outside directors)
Wonjun Lee, Hyeryun Kang
JaeWan Bahk,
(from 22 March 2016)The committee recommends candidates for outside directors to the general meetingof 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, Chungsook Moon
JaeWon Lee
(from 22 March 2016)This committee is responsible for reviewing and approving the following:
Internal transactions as defined under Article 11 Clause 2 of the Monopoly Regulation and Fair Trade Act and Article 17 Clause 8 of the related enforcement decree.
Transactions worth more Won 10 billion involving agreements with certain affiliates as defined under Article 2 of the Monopoly Regulation and Fair Trade Act and Article 3 of the related enforcement decree.
Any matters as required for the operation of the other committees.
-
As of 30 September 2016
B. Affiliated Companies
1. Overview of affiliates
a. Domestic
See list of affiliates on page 2.
b. Overseas
(As of 30 September 2016)
Name of Investing Company
Name of Invested Company
Share Ratio
Chocolaterie Guylian N.V
Aimee BVBA
99.00%
Rakhat JSC
Almaty Sweets LLC
100.00%
Lotte Confectionary Co., Ltd.
BIBICA Corporation
44.00%
Burger King Japan Holdings Co.,Ltd.
Burger King Japan Co., Ltd.
100.00%
Lotteria Co., Ltd.
Burger King Japan Holdings Co.,Ltd.
100.00%
Hyundai Logistics Co., Ltd.
CHANGWAN CONTAINER SERVICE LIMITED
70.00%
Lotte Chemical Titan International Limited
Chemical Brothers Limited
100.00%
Chocolaterie Guylian N.V
Chocolaterie Guylian Deutschland GmbH
100.00%
Lotte Confectionery Holdings (Europe) B.V.
Chocolaterie Guylian N.V
100.00%
Lucky Pai (Shanghai) Trading Co.,Ltd.
Chongqing Yujia Lucky Pai Commercial Co., Ltd.
74.20%
HYUNDAI LOGISTICS (GERMANY) GMBH
CONTAINER DEPOT UND REPARATUR HAMBURG GMBH
100.00%
Lotte Shopping Co., Ltd.
Coralis S.A.
45.00%
Coralis S.A.
Coralis Vietnam Co.,Ltd.
100.00%
Daehong Communications Co., Ltd.
DAEHONG COMMUNICATIONS VIETNAM CO., LTD.
95.00%
BIBICA Corporation
East BIBICA One Member Co.,Ltd
100.00%
Chocolaterie Guylian N.V
Guylian Asia Ltd
99.90%
Chocolaterie Guylian N.V
Guylian Iberia, LDA
99.30%
Chocolaterie Guylian N.V
Guylian UK Ltd
100.00%
Chocolaterie Guylian N.V
Guylian USA, Inc
100.00%
Kotobuki Holding (HK) Ltd
Hai Thanh-Kotobuki Joint Venture Co.
70.00%
Lotte Shopping Co., Ltd.
Hemisphere Film Investors II, LLC
100.00%
Hemisphere Film Investors II, LLC
Hemisphere Film Investors LLC
50.00%
HYUNDAI LOGISTICS (UK) HOLDINGS LTD.
HLC (GERMANY) GmbH
51.00%
Lotte Shopping Holdings (Hong Kong) Co., Limited
Hong Fung Ltd.
100.00%
Hotel Lotte Co., Ltd.
Hotel & Resort Joetsumyoko Co., Ltd.
100.00%
Hotel Lotte Co., Ltd.
HOTEL LOTTE Holdings HK Limited
100.00%
Hyundai Information Technology Co., Ltd.
Hyundai Information Technology Vietnam Corporation
100.00%
HYUNDAI LOGISTICS (AMERICA), INC.
Hyundai Intermodal, INC
70.00%
HYUNDAI LOGISTICS (UK) HOLDINGS LTD.
HYUNDAI LOGISTICA BRASIL LTDA
51.00%
Hyundai Logistics Co., Ltd.
HYUNDAI LOGISTICS (AMERICA), INC.
100.00%
HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED
HYUNDAI LOGISTICS (CAMBODIA) CO.,LTD.
51.00%
Hyundai Logistics Co., Ltd.
HYUNDAI LOGISTICS (GERMANY) GMBH
100.00%
Hyundai Logistics Co., Ltd.
HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED
100.00%
HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED
HYUNDAI LOGISTICS (HK) INT'L LIMITED
51.00%
HYUNDAI LOGISTICS UK LIMITED
HYUNDAI LOGISTICS (ITALY) SRL
100.00%
Hyundai Logistics Co., Ltd.
HYUNDAI LOGISTICS (MALAYSIA) SDN. BHD.
100.00%
HYUNDAI LOGISTICS (UK) HOLDINGS LTD.
HYUNDAI LOGISTICS (NETHERLANDS) B.V.
51.00%
HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED
HYUNDAI LOGISTICS (SINGAPORE) PTE. LTD.
51.00%
Hyundai Logistics Co., Ltd.
HYUNDAI LOGISTICS (UK) HOLDINGS LTD.
100.00%
HYUNDAI LOGISTICS (AMERICA), INC.
HYUNDAI LOGISTICS (USA), INC.
70.60%
HYUNDAI LOGISTICS (HK) HOLDINGS LIMITED
HYUNDAI LOGISTICS INDIA PRIVATE LIMITED
51.00%
HYUNDAI LOGISTICS (UK) HOLDINGS LTD.
HYUNDAI LOGISTICS UK LIMITED
51.00%
Hyundai Logistics Co., Ltd.
HYUNDAI VINATRANS LOGISTICS CO.,LTD
51.00%
Lotte Shopping Holdings (Singapore)Pte., Ltd
INTERNATIONAL BUSINESS CENTER COMPANY LIMITED
50.00%
Lotte Europe Holdings B.V.
JSC Lotte RUS
100.00%
Lotteria Co., Ltd.
KKD Lotte Holdings
100.00%
Lotte Chemical Corporation
Kor-Uz Gas Chemical Investment Ltd.
49.00%
Lotte Hotel & Retail Vietnam Pte. Ltd.
Kotobuki Holding (HK) Ltd
100.00%
Lotte Holdings Co., Ltd.
LS(Thailand) Co.,Ltd.
49.00%
LOTTE Chemical USA Corporation
LACC, LLC
90.00%
Lotte Food Holding Co.,Ltd.
LH Foods Co.,Ltd
50.00%
Lotte Shopping Holdings (Hong Kong) Co., Limited
LHSC Limited
51.10%
Lotte Co., Ltd.
Lotte (MALAYSIA) Sdn., Bhd.
100.00%
LOTTE ADVANCED MATERIALS CO., LTD.
Lotte Advanced Materials (Thailand) Co., Ltd.
49.30%
LOTTE ADVANCED MATERIALS CO., LTD.
Lotte Advanced Materials Dongguan Co., Ltd.
100.00%
LOTTE ADVANCED MATERIALS CO., LTD.
LOTTE ADVANCED MATERIALS EUROPE GMBH
100.00%
LOTTE ADVANCED MATERIALS CO., LTD.
Lotte Advanced Materials hungary LLC.
100.00%
LOTTE ADVANCED MATERIALS CO., LTD.
Lotte Advanced Materials Japan Co., Ltd.
100.00%
LOTTE ADVANCED MATERIALS USA, INC.,
Lotte Advanced Materials Mexico S.A. de C.V.
100.00%
LOTTE ADVANCED MATERIALS CO., LTD.
Lotte Advanced Materials Shanghai Co., Ltd.
100.00%
LOTTE ADVANCED MATERIALS CO., LTD.
Lotte Advanced Materials Tianjin Co., Ltd.
100.00%
LOTTE ADVANCED MATERIALS CO., LTD.
LOTTE ADVANCED MATERIALS USA, INC.,
100.00%
Lotte International Co., Ltd.
Lotte Agro Holdings B.V.
100.00%
Lotte Agro Holdings B.V.
Lotte Agro RUS LLC
99.00%
Lotte Asset Development Co., Ltd.
LOTTE ASSET MANAGEMENT (HK) LIMITED
100.00%
Lotte Chilsung Beverage Co., Ltd.
LOTTE BEVERAGE AMERICA CORP.
100.00%
Lotte Chilsung Beverage Co., Ltd.
LOTTE Beverage Holdings (Singapore) Pte. Ltd.
100.00%
Lotte Chemical Corporation
Lotte Chemical Alabama Corporation
100.00%
LOTTE Chemical USA Corporation
LOTTE Chemical Louisiana, LLC
100.00%
Lotte Chemical Corporation
Lotte Chemical Pakistan Limited
75.00%
Lotte Chemical Corporation
LOTTE CHEMICAL POLAND SP. ZO.O
100.00%
Lotte Chemical Titan (M) Sdn. Bhd.
Lotte Chemical Singapore Pte. Ltd.
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Lotte Chemical Titan (M) Sdn. Bhd.
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Lotte Chemical Titan Capital (L) Limited
100.00%
Lotte Chemical Corporation
Lotte Chemical Titan Holding Sdn. Bhd.
100.00%
PT. Lotte Chemical Titan Tbk
Lotte Chemical Titan International Limited
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Lotte Chemical Titan International Sdn. Bhd.
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Lotte Chemical Titan Trading Sdn. Bhd.
100.00%
Lotte Chemical Corporation
Lotte Chemical UK Limited
100.00%
Lotte Chemical Corporation
LOTTE Chemical USA Corporation
60.00%
Lotte Confectionary Co., Ltd.
Lotte Confectionery (S.E.A.) Pte Ltd
100.00%
Lotte Confectionary Co., Ltd.
Lotte Confectionery Holdings (Europe) B.V.
51.00%
Lotte Co., Ltd.
Lotte Confectionery Pilippinas Corp.
100.00%
Lotte Europe Holdings B.V.
Lotte Confectionery RUS
100.00%
Lotte Information Technology Co., Ltd.
Lotte Data Communication Company Limited Vietnam
100.00%
Woori Home Shopping
Lotte DatViet Homeshopping Co.,Ltd.
90.00%
Lotte Holdings Co., Ltd.
Lotte Do Brasil Alimentos, Ltda.
99.00%
LOTTE DUTY FREE SINGAPORE PTE. LTD.
Lotte Duty Free (Thailand) Co., Ltd
49.00%
LOTTE HOTEL HOLDINGS USA CO., LTD.
Lotte Duty Free Guam, LLC
0.00%
HOTEL LOTTE Holdings HK Limited
Lotte Duty Free Hong Kong Ltd.
100.00%
LOTTE DUTY FREE SINGAPORE PTE. LTD.
Lotte Duty Free Japan Co., Ltd.
80.00%
LOTTE DUTY FREE SINGAPORE PTE. LTD.
Lotte Duty Free Kansai Co., Ltd.
100.00%
Hotel Lotte Co., Ltd.
LOTTE DUTY FREE SINGAPORE PTE. LTD.
100.00%
Lotte Engineering & Construction Co., Ltd.
Lotte E&C Malaysia Sdn. Bhd.
100.00%
Lotte Shopping Holdings (Singapore)Pte., Ltd
LOTTE E-COMMERCE VIETNAM CO., LTD
100.00%
Lotte Engineering & Construction Co., Ltd.
Lotte Engineering and Construction India Pvt. Ltd.
100.00%
Lotte Engineering & Construction Co., Ltd.
Lotte Engineering and Construction Vietnam Co., Ltd
100.00%
Lotte Engineering & Construction Co., Ltd.
Lotte Engineering Construction Mongolia LLC
100.00%
Hotel Lotte Co., Ltd.
Lotte Europe Holdings B.V.
37.90%
Lotte Europe Holdings B.V.
Lotte Europe Investment
100.00%
Lotte fine Chemical Corporation
LOTTE Fine Chemical Europe GmbH
100.00%
Lotte fine Chemical Corporation
LOTTE Fine Chemical Trading(Shanghai) Co., Ltd.
100.00%
Lotte Confectionary Co., Ltd.
Lotte Food Holding Co.,Ltd.
100.00%
Lotte Co., Ltd.
Lotte Four Seas Ltd.(MKG)
70.00%
Lotte Properties(Shenyang) Ltd.
Lotte Glory Properties(Shenyang) Ltd.
100.00%
Hotel Lotte Co., Ltd.
Lotte Hotel & Retail Vietnam Pte. Ltd.
40.00%
LOTTE HOTEL HOLDINGS USA CO., LTD.
Lotte Hotel Guam LLC.
100.00%
Hotel Lotte Co., Ltd.
LOTTE HOTEL HOLDINGS USA CO., LTD.
100.00%
LOTTE HOTEL HOLDINGS USA CO., LTD.
LOTTE HOTEL NEW YORK PALACE, LLC
100.00%
Lotte Europe Holdings B.V.
Lotte Hotel Saint Petersburg LLC
100.00%
LOTTE DUTY FREE SINGAPORE PTE. LTD.
LOTTE HOTEL VIETNAM COMPANY LIMITED
100.00%
Lotte Confectionary Co., Ltd.
Lotte India Co., Ltd.
98.60%
Lotte International Co., Ltd.
Lotte International America Corp.
100.00%
Lotte International Co., Ltd.
LOTTE INTERNATIONAL OCEANIA PTY LTD.
100.00%
Lotte Confectionary Co., Ltd.
Lotte Kolson(Private) Limited
96.50%
Lotte Asset Development Co., Ltd.
Lotte Land (Singapore) Private Limited
100.00%
Lotte Chilsung Beverage Co., Ltd.
LOTTE LIQUOR JAPAN CO.,LTD
100.00%
Lotte (Beijing) Logistics Co., Ltd.
LOTTE Logistics (HongKong) Co., Limited
90.00%
Lotte Logistics Corporation
Lotte Logistics Kazakhstan Co. Ltd
100.00%
Lotte Logistics Corporation
Lotte Logistics Vietnam CO.,LTD
100.00%
Lotte Shopping Holdings (Singapore)Pte., Ltd
Lotte Mart C&C India Private Limited
100.00%
Lotte Shopping Holdings (Hong Kong) Co., Limited
Lotte Mart China Co., Ltd.
100.00%
Lotte Card Co., Ltd.
Lotte Members Vietnam Co.,Ltd.
100.00%
LOTTE Beverage Holdings (Singapore) Pte. Ltd.
LOTTE MGS Beverage (Myanmar) Co., Ltd.
76.60%
Lotte Holdings Co., Ltd.
Lotte Netherlands Holdings B.V.
100.00%
Nugget Food Corporation
Lotte Philippines Co.,Inc.
49.00%
Lotte Shopping Co., Ltd.
LOTTE PROPERTIES (CHENGDU) HK LIMITED
73.50%
Lotte Asset Development Co., Ltd.
LOTTE PROPERTIES (HANOI) SINGAPORE PTE. LTD.
100.00%
Lotte Asset Development Co., Ltd.
Lotte Properties(Shenyang) Ltd.
37.20%
Lotte Rental Co., Ltd.
LOTTE Rent-A-Car (Thailand) Co.,Ltd.
49.00%
Lotte Rental Co., Ltd.
Lotte Rental (Vietnam) Company Limited
100.00%
Lotte Shopping Holdings (Hong Kong) Co., Limited
Lotte Shopping Business Management (Hong Kong) Limited
100.00%
Lotte Shopping Co., Ltd.
Lotte Shopping Holdings (Hong Kong) Co., Limited
100.00%
Lotte Shopping Co., Ltd.
Lotte Shopping Holdings (Singapore)Pte., Ltd
100.00%
Lotte Shopping Holdings (Singapore)Pte., Ltd
Lotte Shopping India Pvt.,Ltd
90.00%
Lotte Shopping Holdings (Singapore)Pte., Ltd
Lotte Shopping Plaza Vietnam Co.,Ltd.
100.00%
Lotte Europe Holdings B.V.
Lotte Shopping RUS Ltd.
100.00%
Lotte Holdings Co., Ltd.
Lotte Singapore pte. Ltd.
100.00%
Lotte Confectionary Co., Ltd.
Lotte Taiwan Co.,Ltd.
50.00%
Lotte Co., Ltd.
Lotte U.S.A. INC.
100.00%
Lotte Chemical Corporation
LOTTE UBE SYNTHETIC RUBBER SDN. BHD.
40.00%
Lotte Co., Ltd.
Lotte Vietnam Co., Ltd.
60.50%
Lotte Shopping Holdings (Singapore)Pte., Ltd
LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY
99.99%
Lotte International Co., Ltd.
Lotte Vina International Co., Ltd.
100.00%
Lotte Netherlands Holdings B.V.
Lotte Wedel sp.zo.o
100.00%
Lotte Shopping Co., Ltd.
LotteCinema Vietnam Co., Ltd.
90.00%
Hyundai Information Technology Co., Ltd.
Lotte-HPT High Tech. Vietnam Shareholding Company
50.00%
Lucky Pai Ltd.
Lucky Pai (Shanghai) Information Technology Co.,Ltd.
100.00%
Lucky Pai Ltd.
Lucky Pai (Shanghai) Network Technology Co.,Ltd.
100.00%
Lucky Pai Ltd.
Lucky Pai (Shanghai) Trading Co.,Ltd.
100.00%
LHSC Limited
Lucky Pai Ltd.
100.00%
Lucky Pai Ltd.
Lucky Pai(Shanghai) Commercial Co.,Ltd.
100.00%
Lotte Chilsung Beverage Co., Ltd.
Pepsi-Cola Products Philippines, Inc.
38.90%
Lotte Wedel sp.zo.o
Pijalnie Czekolady Wedel Sp.zo.o.
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
PT LOTTE CHEMICAL INDONESIA
99.67%
Chemical Brothers Limited
PT LOTTE CHEMICAL TITAN NUSANTARA
99.90%
Lotte Confectionary Co., Ltd.
PT LOTTE RND CENTER INDONESIA
33.30%
Lotte Shopping Holdings (Singapore)Pte., Ltd
PT LOTTE SHOPPING AVENUE INDONESIA
99.00%
Daehong Communications Co., Ltd.
PT. Daehong Communications Indonesia
99.00%
Lotte Shopping Holdings (Singapore)Pte., Ltd
PT. INDO LOTTE MAKMUR
50.00%
Lotte Capital Co., Ltd.
PT. LOTTE CAPITAL INDONESIA
78.10%
Lotte Chemical Titan International Sdn. Bhd.
PT. Lotte Chemical Titan Tbk
90.40%
Lotte Logistics Corporation
PT. Lotte Logistics Indonesia
99.00%
Lotte Aluminium Co., Ltd.
PT. Lotte Packaging
99.40%
Lotte Shopping Holdings (Singapore)Pte., Ltd
PT. Lotte Shopping Indonesia
80.00%
LOTTE DUTY FREE SINGAPORE PTE. LTD.
PT. SJ Indonesia
90.00%
PT. Lotte Chemical Titan Tbk
PT. Titan Trading
99.60%
Lotte Information Technology Co., Ltd.
PT.Lotte Data Communication Company Indonesia
99.80%
Lotte Co., Ltd.
PT.Lotte Indonesia
98.30%
Lotte Shopping Holdings (Singapore)Pte., Ltd
PT.Lotte Mart Indonesia
99.00%
Lotte Card Co., Ltd.
PT.LOTTE MEMBERS INDONESIA
99.00%
Lotte Co., Ltd.
PT.Lotte Trade and Distribution
60.00%
Lotteria Co., Ltd.
PT.Lotteria Indonesia
99.00%
Lotte Confectionary Co., Ltd.
Rakhat JSC
92.40%
Rakhat JSC
Rakhat TR
99.90%
Rakhat JSC
Rakhat Trading House LLP
100.00%
Rakhat JSC
Rakhat-Aktau LLP
100.00%
Rakhat JSC
Rakhat-Aktobe LLP
100.00%
Rakhat JSC
Rakhat-Astana LLP
100.00%
Rakhat JSC
Rakhat-Karaganda LLP
100.00%
Rakhat JSC
Rakhat-Oral LLP
100.00%
Rakhat JSC
Rakhat-Shymkent LLP
100.00%
Rakhat JSC
Rakhat-Shymkent Trading House LLP
100.00%
Rakhat JSC
Rakhat-Taldykorgan LLP
100.00%
Hyundai Logistics Co., Ltd.
Shaghai Hyundai Asia Shipping International Freight Forwarding Co.Ltd.
66.00%
Lucky Pai (Shanghai) Information Technology Co.,Ltd.
Shanghai Jijie Commercial Trading Co.,Ltd.
100.00%
Lucky Pai (Shanghai) Information Technology Co.,Ltd.
Shanghai Jirong Commercial Trading Co.,Ltd.
100.00%
Lucky Pai (Shanghai) Information Technology Co.,Ltd.
Shanghai Wenxuan Co., Ltd.
100.00%
Chemical Brothers Limited
South Wealth Finance Limited
100.00%
Lotte Shopping Holdings (Hong Kong) Co., Limited
Swift Harvest Ltd.
100.00%
Lotte Co., Ltd.
Thai Lotte Co., Ltd.
98.20%
Thai Okashiland Holdings Ltd.
Thai Okashi Land Ltd.
50.90%
Lotte Chemical Titan Holding Sdn. Bhd.
Titan Chemicals International Limited
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Titan Ethylene Glycol Sdn. Bhd.
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Titan Leasing Ltd.
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Titan Petrochemicals Sdn. Bhd.
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Titan Styrene Sdn. Bhd.
100.00%
Lotte Chemical Titan Trading Sdn. Bhd.
Titan Trading Corp. Limited
100.00%
Lotte Chemical Titan Holding Sdn. Bhd.
Titan Vinyl Sdn. Bhd.
100.00%
Lotteria Co., Ltd.
Vietnam Lotteria. Ltd.
99.70%
Swift Harvest Ltd.
Jiaxing Lotte Mart Co., Ltd.
100.00%
Swift Harvest Ltd.
Gang So Lotte Ma Teuk Sang Eop Ltd.
100.00%
Nam Tong Hui Hang Chi Eop Ltd.
Gang Eon Si Gwang Won Chi Eop Ltd.
100.00%
Gang So Lotte Ma Teuk Sang Eop Ltd.
Gyedong Lotte Mart Co., Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Jilin Lotte Mart Co., Ltd.
100.00%
Lotte Logistics Corporation
Lotte (Beijing) Logistics Co., Ltd.
100.00%
LH Foods Co.,Ltd
Lotte Food (Shanghai) Ltd.
90.00%
Lotte Shopping Co., Ltd.
Lotte Corporation Management (China) Ltd.
70.00%
Lotte Confectionary Co., Ltd.
Lotte Food (Shanghai) Ltd.
47.20%
Lotte Food Holding Co.,Ltd.
Lotte Corporation Management (China) Ltd.
100.00%
Lotte Confectionary Co., Ltd.
Lotte Food (Chengdu) Ltd.
90.00%
Lotte Card Co., Ltd.
LOTTE Members China
100.00%
KKD Lotte Holdings
Lotte GaYeJaChanEum Management (Shanghai) Ltd.
100.00%
Lotte Construction (Beijing) Ltd.
Lotte Construction (Shenyang) Ltd.
100.00%
Lotte Chemical Corporation
Lotte GongJeongSoRyo (Gaheung) Ltd.
100.00%
Lotte Chemical Corporation
Lotte GongJeongSoRyo (Shenyang) Ltd.
100.00%
Lotte Chemical Corporation
Lotte GongJeongSoRyo (Hapbi) Ltd.
50.00%
Lotte Confectionary Co., Ltd.
Lotte NaengEum (Shandong) Ltd.
65.00%
Lotteria Co., Ltd.
Lotte LiChanEum Management (Beijing) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte MaTeuk Trade (Sungdo) Ltd.
100.00%
Gang So Lotte Ma Teuk Sang Eop Ltd.
Lotte MaTeuk Mart (Soju) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte MaTeuk Trade (Chungkyung) Ltd.
100.00%
Lotte Properties(Shenyang) Ltd.
Lotte Logistics Management (Shenyang) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte Department Store (Chengdu) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte Department Store (Shenyang) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte Department Store (Tianjin) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte Trade Management (Uihae) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte Trade Management (Tianjin) Ltd.
100.00%
Lotte Engineering & Construction Co., Ltd.
Lotte Sung Construction (Beijing) Ltd.
100.00%
Lotte Information Technology Co., Ltd.
Lotte New Technology (Beijing) Ltd.
100.00%
Lotte New Technology (Beijing) Ltd.
Lotte New Technology (Shenyang) Ltd.
100.00%
Swift Harvest Ltd.
Lotte Younghang Mart (Shanghai) Ltd.
100.00%
Lotte Chilsung Beverage Co., Ltd.
Lotte Oh Deo Ri Beverage Ltd.
100.00%
HOTEL LOTTE Holdings HK Limited
Lotte Yu Rak (Shenyang) Ltd.
100.00%
HOTEL LOTTE Holdings HK Limited
Lotte Duty Free Beijing Co., Ltd.
100.00%
Lotte Capital Co., Ltd.
Lotte Yoong Ja JoIm (China) Ltd.
100.00%
Lotte Chilsung Beverage Co., Ltd.
Lotte Changbaek Beverage Ltd.
100.00%
Lotte Chilsung Beverage Co., Ltd.
Lotte JuEop (Beijing) Ltd.
100.00%
LOTTE PROPERTIES (CHENGDU) HK LIMITED
Lotte Jisan (Chengdu) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Lotte Mart Co., Ltd.
100.00%
Lotte Aluminium Co., Ltd.
Lotte PoJang (Beijing) Ltd.
40.00%
LOTTE ASSET MANAGEMENT (HK) LIMITED
Lotte HangMokJaSoon (Shanghai) Ltd.
100.00%
Lotte Chemical Corporation
Lotte Chemical (Gaheung) Ltd.
100.00%
Nam Tong Gang Poong Chi Eop Ltd.
Nam Tong Gang Poong Changjeo Ltd.
100.00%
Hong Fung Ltd.
Nam Tong Gang Poong Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Geum Woo Chi Eop Ltd.
100.00%
Gang So Lotte Ma Teuk Sang Eop Ltd.
Nam Tong Deok Shin Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Mi Rim Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Bu Mu Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Bu Hwa Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Bun Dal Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Yo Dong Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Chun Hwi Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Nam Tong Hwi Hang Chi Eop Ltd.
100.00%
Daehong Communications Co., Ltd.
Daehong Advertisement (Shanghai) Ltd.
100.00%
Lotte Holdings Co., Ltd.
Lotte Corporation
100.00%
Lotte Strategic Investment Co., Ltd.
Lotte Real Estate Corporation
100.00%
Lotte Holdings Co., Ltd.
Lotte International Co., Ltd.
100.00%
Lotte Chemical Corporation
Samkang Lotte Huagong Ltd.
50.00%
Shaghai Hyundai Asia Shipping International Freight Forwarding Co.Ltd.
Shanghai Hyundai ARyun Logistics Ltd.
100.00%
Gang So Lotte Ma Teuk Sang Eop Ltd.
Seoju Lotte Mart Co., Ltd.
100.00%
Lotte Shopping Co., Ltd.
Shim Yang Shim Lak Jeon Young Investment Management Ltd.
49.00%
NamTong Deok Shin Chi Eop Ltd.
Yeon Woon HangIk Sang Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Yo Nyeong Lotte Mart Co., Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Je Gi Deok Sung Chi Eop Ltd.
100.00%
Lotte Strategic Investment Co., Ltd.
L 10th Investment Company Co., Ltd.
100.00%
Lotte Strategic Investment Co., Ltd.
L 11th Investment Company Co., Ltd.
100.00%
Lotte Strategic Investment Co., Ltd.
L 12th Investment Company Co., Ltd.
100.00%
Lotte Strategic Investment Co., Ltd.
L 1st Investment Company Co., Ltd.
100.00%
Lotte Holdings Co., Ltd.
L 2nd Investment Company Co., Ltd.
100.00%
L 2nd Investment Company Co., Ltd.
L 3rd Investment Company Co., Ltd.
100.00%
L 2nd Investment Company Co., Ltd.
L 4th Investment Company Co., Ltd.
100.00%
L 2nd Investment Company Co., Ltd.
L 5th Investment Company Co., Ltd.
100.00%
L 2nd Investment Company Co., Ltd.
L 6th Investment Company Co., Ltd.
100.00%
Lotte Strategic Investment Co., Ltd.
L 7th Investment Company Co., Ltd.
100.00%
Lotte Strategic Investment Co., Ltd.
L 8th Investment Company Co., Ltd.
100.00%
Lotte Strategic Investment Co., Ltd.
L 9th Investment Company Co., Ltd.
100.00%
Lotte Holdings Co., Ltd.
Ginza Cozy Corner Corp.
100.00%
Lotte Holdings Co., Ltd.
Lotte Co., Ltd.
100.00%
Lotte Co., Ltd.
Lotteria Co., Ltd.
100.00%
Lotte Co., Ltd.
Lotte Service Co., Ltd.
100.00%
Lotte Holdings Co., Ltd.
Lotte Strategic Investment Co., Ltd.
31.00%
Lotte Holdings Co., Ltd.
Lotte Ice Co., Ltd.
100.00%
Kwangyoon Co., Ltd.
Lotte Holdings Co., Ltd.
28.10%
Lotte Holdings Co., Ltd.
Meri Chocolate Company Co., Ltd.
100.00%
Lotte Co., Ltd.
Chiba Lotte Marines Corp.
81.90%
Lotte Strategic Investment Co., Ltd.
Family Corp.
24.90%
NanTong Bu Hua Chi Eop Ltd.
Ji Ju Shibu Hua Chi Eop Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Chengdu Lotte Mart Co., Ltd.
75.20%
NanTong Bun Dal Chi Eop Ltd.
Chi Bak Bun Dal Chi Eop Ltd.
100.00%
Lotte Co., Ltd.
Krispy Kreme Doughnuts Japan Corp.
20.00%
Lotte Chemical Corporation
Ho Seok Chemical Trade (Shanghai) Ltd.
100.00%
Lotte Shopping Holdings (Hong Kong), Ltd
Hoe An Man Shin Chi Eop Ltd.
100.00%
NanTong Bu Hua Chi Eop Ltd.
Heung Hwa Shi Baek Chang Chi Eop Ltd.
100.00%
The data is current as of late September, 2016. Share ratio is based on the biggest investor.
The investor with highest share in Kwangyoon Co., Ltd., Midori Trade Co., Ltd., Lotte Green Service Co. Ltd., Market Vision Co., Ltd., LOTTE HOTEL BEVERAGE (NYP), LLC are individuals.
a.
c. Executives holding concurrent positions in affiliates
Name
Name of Affiliates
Positions
Full-time/Part-time
Kyukho Shin
Busan Lotte Hotel, Co., Ltd.
Internal Director
Part-time
Lotte Engineering & Construction Co., Ltd
Non-standing Executive Director
Part-time
Lotte Giants Co., Ltd.
Internal Director
Part-time
Lotte Aluminium Co., Ltd.
Non-standing Executive Director
Part-time
Dongbin Shin
Hotel Lotte Co., Ltd.
Representative Director
Full-time
Canon Korea Business Solution INC.
Internal Director
Part-time
FLR Korea Co., Ltd.
Non-standing Executive Director
Part-time
Lotte Chemical Co., Ltd.
Representative Director
Full-time
Lotte Confectionary Co., Ltd.
Representative Director
Full-time
Lotte Culture Foundation
Director
Part-time
Youngja Shin
Lotte Engineering & Construction Co., Ltd
Non-standing Executive Director
Part-time
Lotte Giants Co., Ltd.
Internal Director
Part-time
Daehong Communications Co., Ltd.
Non-standing Executive Director
Part-time
Lotteria Co., Ltd.
Non-standing Executive Director
Part-time
S&S International Co.,Ltd.
Representative Director
Full-time
Lotte Welfare Foundation
Director
Full-time
Lotte Scholarship Foundation
Director
Full-time
Lotte Samdong Welfare Foundation
Director
Full-time
d. Share ratio of affiliates
(As of 30 September 2016) (Unit: %)
Division
Investee company
Lotte Confectionery
Lotte Chilsung Beverage
Lotte
Food
Lotte
Aluminium
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
18.3
9.3
7.9
30.0
13.6
8.9
8.5
4.6
6.1
Lotte Chilsung Beverage
9.3
3.2
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 Aluminium
15.3
8.4
9.6
6.2
5.0
2.6
5.6
Lotte Construction
1.0
11.8
Hotel Lotte
3.2
5.8
8.9
25.0
41.4
0.2
34.6
8.8
18.8
12.7
8.0
16.3
28.9
31.1
13.1
8.8
26.6
2.9
Hotel Lotte Pusan
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
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
33.9
1.7
4.6
Korea Fuji Film
7.9
9.0
1.7
Daehong Communications
3.3
2.9
13.9
8.2
28.5
Lotte Corporation
31.3
Lotte Capital
Lotte Data Communication
5.1
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
Hi-mart
Aegis First
Hyundai Logistics
Lotte rental
Woori Home Shopping
Lotte Members
Lotte Fine Chemical
Total
21.8
32.6
36.4
42.1
93.1
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
Lotte MRC
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
Hotel Lotte Pusan
Han Paysys
Investor Company
Lotte Confectionary
16.5
7.2
Lotte Chilsung Beverage
50.0
14.2
100.0
100.0
Lotte Food
Lotte Aluminium
Lotte Construction
11.8
Hotel Lotte
7.2
23.7
Hotel Lotte Pusan
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
22.7
Hyundai Information Technology
Chungbuk Soju
Lotte Incheon Development
Canon Korea Business Solutions
Lotte
Hi-mart
Aegis First
Hyundai Logistics
Lotte rental
Woori Home Shopping
Lotte Members
Lotte Fine Chemical
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
74.7
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
Inchon 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
STL
Investor Company
Lotte Confectionary
Lotte Chilsung Beverage
100.0
Lotte Food
Lotte Aluminium
Lotte Construction
Hotel Lotte
46.7
100.0
Hotel Lotte Pusan
Lotte International
Lotte Shopping
100.0
95.0
99.8
56.3
50.0
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
59.7
Lotte Card
95.0
Lotte.com
Lotte Station Building
30.0
Lotte Insurance
Sambark LFT
MYbi
Korea Seven
100.0
Lotte Asset Development
20.4
5.0
30.2
9.4
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
Hi-mart
Aegis First
Hyundai Logistics
Lotte rental
Woori Home Shopping
Lotte Members
Lotte Fine Chemical
Total
67.1
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
59.7
99.9
100.0
100.0
90.0
50.0
Division
Investee Company
CS Mart
Jangkyo PFV
Lotte Hi-mart
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
Hyundai Logistics
Hyundai Costco Logistics
Lotte Members
Lotte Shopping Town Daegu
Lotte Duty Free Jeju
Lotte rental
Investor Company
Lotte Confectionary
1.8
Lotte Chilsung Beverage
86.1
1.8
Lotte Food
50.0
1.9
Lotte Aluminium
Lotte Construction
4.8
14.9
Hotel Lotte
85.5
28.8
85.0
12.5
6.9
100.0
20.8
Hotel Lotte Pusan
1.0
10.8
Lotte International
Lotte Shopping
99.9
65.3
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
95.0
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
Hi-mart
4.9
Aegis First
88.8
Hyundai Logistics
51.0
Lotte rental
Woori Home Shopping
8.6
Lotte Members
0.0
Lotte Fine Chemical
Total
99.9
95.0
65.3
62.5
100.0
50.0
95.0
86.1
54.9
50.0
95.0
87.0
100.0
35.0
88.8
51.0
99.4
100.0
100.0
50.0
Division
Investee Company
Lotte Auto Lease
Lotte Auto Care
Green Car
Lotte Town Dongtan
JG Industrial development
Lotte Accelerator
Lotte Fine Chemical
Hantok Chemical
S-EnPol
Lotte Ulsan Development
Sweet with
Lotte Advanced Materials
Investor Company
Lotte Confectionary
100.0
Lotte Chilsung Beverage
Lotte Food
Lotte Aluminium
Lotte Construction
40.0
2.0
Hotel Lotte
16.7
Hotel Lotte Pusan
Lotte International
Lotte Shopping
50.0
16.7
96.0
Lotte Logistics
Lotteria
Lotte Chemical
16.7
31.1
90.0
Korea Fuji Film
Daehong Communications
Lotte Corporation
Lotte Capital
Lotte Data Communication
Lotte Card
Lotte.com
16.7
Lotte Station Building
Lotte Insurance
Sambark LFT
MYbi
Korea Seven
Lotte Asset Development
10.0
Buy the Way
Lotte DF Global
eB Card
Hyundai Information Technology
Chungbuk Soju
Lotte Incheon Development
Canon Korea Business Solutions
Lotte
Hi-mart
Aegis First
Hyundai Logistics
Lotte rental
100.0
100.0
92.0
100.0
Woori Home Shopping
Lotte Members
Lotte Fine Chemical
1.3
50.0
100.0
Total
100.0
100.0
92.0
100.0
100.0
66.7
32.4
50.0
100.0
98.0
100.0
90.0
S&S International and SDJ are excluded from the list of investee companies as they have no shares owned by other affiliates.
2. Equity investments
(As of 30 September 2016) (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
157,380
-
-
-
900,000
25
157,380
728,223
42,185
Daehong Communications (unlisted)
1996.12.23
Equity investment
6,277
13,600
34
28,785
-
-
-
13,600
34
28,785
681,051
14,572
Lotte.com (unlisted)
2000.01.05
Equity investment
2,000
3,064,000
50.01
23,177
-
-
-
3,064,000
50.01
23,177
194,553
3,878
Lotte Card (unlisted)
2002.11.30
Equity investment
34,701
70,088,853
93.78
1,000,089
-
-
-
70,088,853
93.78
1,000,089
9,402,558
119,811
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
6,360,125
88,858
Lotteria (unlisted)(2)
2001.12.27
Equity investment
39,719
186,062
38.68
112,864
-
-
-
186,062
38.68
112,864
1,067,537
-14,013
FRL Korea (unlisted)
2004.12.16
Equity investment
2,940
2,352,000
49
24,827
-
-
-
2,352,000
49
24,827
654,489
91,461
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
839,646
22,317
Lotte Assets Development (unlisted)(2)
2007.07.31
Equity investment
30
15,775,274
39.14
72,890
-
-
-
15,775,274
39.14
72,890
614,741
-14,299
Zara Retail Korea (unlisted)
2007.01.18
Equity investment
130
302,600
20
16,106
-
-
-
302,600
20
16,106
173,144
-2,676
Korea Seven (unlisted)
2009.09.25
Equity investment
28,184
18,526,176
51.14
82,473
-
-
-
18,526,176
51.14
82,473
1,088,339
10,365
Lotte Gimhae Development (unlisted)
2010.03.18
Equity investment
300
60,000
100
300
-
-
-
60,000
100
300
1,296
157
Lotte Suwon Station Shopping Town (unlisted)
2010.04.30
Equity investment
48
19,000,000
95
94,810
-
-
-
19,000,000
95
94,810
355,624
-12,943
NCF (unlisted)
2010.12.30
Equity investment
18,876
598,800
99.8
20,059
-
-
-
598,800
99.8
20,059
45,827
191
Lotte Giants (unlisted)
1982.04.21
Equity investment
30
6,000
30
823
1,800,000
9,000
-
1,806,000
30
9,823
30,157
-15,931
Lotte Songdo Shopping Town (unlisted)(2)
2011.06.27
Equity investment
40,000
12,000,000
56.3
60,000
-
-
-
12,000,000
56.3
60,000
240,931
-1,911
STL (unlisted)
2011.08.24
Equity investment
1,000
800,000
50
4,000
-
-
-
800,000
50
4,000
4,623
-1,458
Lotte International (unlisted)
2006.11.30
Equity investment
1,000
247,915
27.68
92,782
-
-
-
247,915
27.68
92,782
1,204,857
16,096
CS Mart (unlisted)
2012.01.16
Equity investment
244,880
12,761,250
99.95
255,826
-
-
-
12,761,250
99.95
255,826
156,077
10,119
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
2,905,213
106,595
D-Cinema of Korea
(unlisted)
2008.01.28
Equity investment
1,500
300,000
50
-
-
-
-
300,000
50
0
35,074
6,931
S.M.CONTENTS INVESTMENT (unlisted)
2009.10.01
Equity investment
2,500
175
25
1,750
-
-
-
175
25
1,750
6,522
-59
Capital One
Diversity Cinema Special Investment Association (unlisted)
2010.03.18
Equity investment
1,000
100
20
364
-
-
-
100
20
364
3,233
-719
UNION INVESTMENT PARTNERS (unlisted)
2011.01.03
Equity investment
4,000
400
26.67
4,000
-
-
-
400
26.67
4,000
14,157
-1,358
Capital One Middle-Low Budget Cinema Fund (unlisted)
2011.05.24
Equity investment
3,000
30
25
3,000
-
-1,350
-
30
25
1,650
10,053
-1,413
TW No.14 Culture Contents Fund
(formerly, CJ Venture Investment No.14 Culture Contents Fund) (unlisted)
2011.11.02
Equity investment
6,000
60
30
6,000
-
-
-
60
30
6,000
16,706
-3,677
BNK Financial Group (formerly, BS Financial Group) (listed)
1987.09.23
Equity investment
2,775
6,561,494
2.56
55,248
1,982,332
14,138
-437
8,543,826
2.62
68,949
90,279,548
530,471
Shinhan Financial Group (listed)
1997.12.31
Equity investment
637
311,118
0.07
12,305
-
-
-483
311,118
0.07
11,822
370,539,622
2,445,958
Bichae Nuri Development
(unlisted)
2008.06.09
Equity investment
150
171,600
3
-
-
-
-
171,600
3
-
3,513
-388
SPARX Asset Management Korea Co., Ltd. (formerly, Cosmo Investment) (unlisted)(2)
2009.03.27
Equity investment
8,165
65,680
7.76
15,107
-
-
-43
65,680
7.76
15,064
50,549
1,733
Lotte Logistics
(unlisted)
2007.09.28
Equity investment
4,000
66,308
4.64
13,865
-
-
1,690
66,308
4.64
15,555
849,151
27,742
TW No.12 Global Contents Fund
(formerly, CJ Venture Investment No.12 Global Contents Fund) (unlisted)
2009.11.20
Equity investment
1,500
15
3.58
1,500
-
-
-
15
3.58
1,500
27,603
-7,178
East Gate Media Contents & Technology Fund (unlisted)
2010.08.30
Equity investment
5,000
50
14.71
5,000
-
-1,324
-
50
14.71
3,676
29,198
-3,199
ISU-Renaissance Contents Fund (unlisted)
2011.01.13
Equity investment
2,000
40
13.33
2,000
-
-
-
40
13.33
2,000
9,325
784
Union Global Contents Fund (unlisted)
2011.11.04
Equity investment
4,000
2,000
16.18
20,000
-
-
-
2,000
16.18
20,000
113,521
-2,794
Michigan Global Contents Fund #3 (unlisted)
2012.08.24
Equity investment
2,000
200
13.33
2,000
-
-
-
200
13.33
2,000
12,204
-2,707
Leading Asia Contents Fund (unlisted)
2012.09.18
Equity investment
4,000
400
21.01
4,000
-
-
-
400
21.01
4,000
15,726
-2,047
D.CAMP (unlisted)
2013.08.29
Equity investment
4,000
40
15.09
4,000
-
-
-
40
15.09
4,000
26,109
-361
LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY (formerly, LOTTE VIETNAM SHOPPING CO., LTD.)
(unlisted)(1)
2006.12.15
Equity investment
3,749
-
100
125,243
-
-125,243
-
-
-
-
435,575
-26,417
Lotte Europe Holdings B.V.
(unlisted)
2008.05.30
Equity investment
124,379
249,395
26.98
87,504
-
-
-
249,395
26.98
87,504
490,633
-105,768
Lotte Shopping Holdings(Hong Kong) Co., Limited (unlisted)
2008.10.27
Equity investment
259
1,150,460,831
100
376,712
158.319.920
68,725
-75,255
1,308,780,751
100
370,182
1,195,329
-430,468
LOTTE SHOPPING HOLDINGS (SINGAPORE) PTE. LTD. (unlisted)
2008.10.28
Equity investment
101
304,975,194
100
298,959
205,757,937
339,311
-
510,733,131
100
638,270
318,693
-37,416
Coralis S.A. (unlisted)
2009.10.29
Equity investment
17,418
787,461
45
55,131
45
4,474
-
787,506
45
59,605
437,966
-55,063
Qingdao LOTTE Mart Commercial Co., Ltd.(unlisted)(1)
2008.01.18
Equity investment
33,219
-
36.79
-
-
-
-
-
24.80
-
20,399
-72,610
Lotte Mart Co., Ltd.(unlisted)(1)
2008.06.02
Equity investment
183,033
-
100
-
-
-
-
-
-
-
149,837
-26,008
Liaoning LOTTE Mart Co., Ltd. (unlisted)(1)
2008.07.24
Equity investment
2,107
-
40
-
-
-
-
-
-
-
61,173
-22,050
PT.Lotte Shopping Indonesia (unlisted)
2008.11.20
Equity investment
219,737
2,622,812
55
214,068
-2,622,812
-214,068
-
-
-
-
269,260
11,039
Lotte Cinema Vietnam Co., Ltd. (unlisted)(1)
2008.05.02
Equity investment
3,000
-
90
19,298
-
10,299
-
-
90
29,597
69,634
-3,509
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
983,482
-27,991
Shenyang SL Cinema Investment Management Co., Ltd. (unlisted)(1)
2010.11.16
Equity investment
752
-
49
1,496
-
-
-
-
49
1,496
2,470
40
Hubei XL Cinema Co., Ltd. (unlisted) (1)
2011.06.24
Equity investment
2,048
-
49
9,423
-
-
-
-
49
9,423
17,597
791
Hemisphere Film Investors II LLC (unlisted)(1)
2011.07.29
Equity investment
578
-
100
19,727
-
-1,738
-
-
100
17,989
19,359
-1,043
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
436,070
-6,998
Lotte (China) Management Ltd. (unlisted)(1)
2012.03.19
Equity investment
6,232
-
70
6,232
-
-
-
-
70
6,232
7,945
-7
momo.com Inc
(formerly, Fubon Multimedia Technology Co., Ltd.) (unlisted)
2012.03.07
Equity investment
38,771
7,319,420
5.15
55,491
-
-
-1,688
7,319,420
5.15
53,803
322,837
37,796
Shandong Longzhile Cinema Co., Ltd. (unlisted)(1)
2012.09.19
Equity investment
1,735
-
49
7,173
-
884
-
-
49
8,057
18,252
-1,403
Lotte Incheon Development Co., Ltd. (unlisted)
2012.12.11
Equity investment
50
3,000,000
37.5
15,000
-
-
-
3,000,000
37.5
15,000
977,008
-6,897
Lotte Food Co., Ltd.(2)
2013.01.01
Equity investment
-
47,180
3.45
44,774
-
-
-12,361
47,180
3.45
32,413
1,287,586
50,274
Hyundai Green Food Co., Ltd.
2013.01.01
Equity investment
-
132,326
0.14
3,282
-
-
-1,152
132,326
0.14
2,130
1,954,105
91,455
LOTTE HOTEL & RETAIL VIETNAM PTE. LTD. (unlisted)(2)
2013.01.01
Equity investment
-
12,380,000
20
14,185
-
-
-
12,380,000
20
14,185
72,949
-20
LHSC Limited (unlisted)(2)
2013.01.01
Equity investment
-
27,425,378
16.02
-
-
-
-
27,425,378
16.02
-
30,455
-164,324
Lotte Incheon Town Co., Ltd. (unlisted)
2014.05.19
Equity Investment
50
700,000
35
3,500
-
-
-
700,000
35
3,500
98,994
52
Lotte Department Store Masan (unlisted)
2014.09.16
Equity Investment
4,200
3,300,000
100
16,500
-
-
-
3,300,000
100
16,500
67,825
-4,225
Aegis First (unlisted)(2)
2014.09.25
Equity Investment
6,074
121,477
-
5,477
-
-
-905
121,477
-
4,572
1,150,497
10,089
Eunpyeong PFV (unlisted)
2014.09.12
Equity Investment
3,500
350,000
20.11
3,500
-
-
-
350,000
20.11
3,500
259,180
-6,589
Lotte Members (unlisted)
2015.01.01
Equity investment
12,065
845,537
93.78
12,065
-
-
-
845,537
93.78
12,065
179,446
153
Lotte Town Dongtan (unlisted)
2015.10.22
Equity investment
35,000
3,500,000
50
35,000
-
-
-
3,500,000
50
35,000
69,167
-483
Lotte Accelerator
(unlisted)
2016.01.29
Equity investment
2,500
-
-
-
500,000
2,500
-
500,000
16.67
2,500
-
-
Lotte Ulsan Development
(unlisted)
2016.02.25
Equity investment
10,000
-
-
-
4,780,000
23,900
-
4,780,000
95.98
23,900
-
-
Busan Lotte Creative Film Fund (unlisted)
2016.02.26
Equity investment
2,500
-
-
-
600
6,000
-
600
47.62
6,000
-
-
Korea Investment Global Contents Investment Cooperation
(unlisted))
2016.03.01
Equity investment
2,400
-
-
-
420
4,200
-
420
6.22
4,200
-
-
Desirelab (unlisted)
2016.04.04
Equity Investment
30
-
-
-
1,714
30
-
1,714
15.01
30
-
-
IBK-ISU Contents Fund
2016.09.20
Equity Investment
1,750
-
-
-
175
1,750
175
35.00
1,750
-
-
Total
-
-
5,548,074
-
141,488
-85,608
-
-
5,603,954
-
-
Notes:
(1) Shares not issued in accordance with the applicable local laws.
(2) The Company owns preferred shares of Aegis First and thus is excluded from the computation of share ratio. The Company owns 121,477 shares out of 4,765,308 total preferred shares, and its preferred share ratio is 2.55%.
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).
The share ratios of the above investee companies are based on common shares and exclude redeemable preferred shares.
Loss impairment for Lotte Shopping Holdings (Hong Kong) Co., Limited and SPARX Asset Management Korea Co., Ltd. was recorded last year.
Fiscal year ends in August for FRL Korea, January for Zara Retail Korea, February for STL and March for SPARX Asset Management Korea Co., Ltd.
Financial positions of the above investee companies for the recent business year are based on the year ended 31 December 2015.
VI. Shareholders
A. The Largest Shareholder and Specially Related Parties
(As of 30 September 2016) (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
300
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 Engineering & 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
22,082,361
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 2016) (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 38,881 shares, which is equal to a 0.12% interest in the Company.
1. Stock Price and Transaction Record
a. Domestic Stock Market
(Unit: Won, shares)
Category
April
2016
May
2016
June
2016
July
2016
August
2016
September
2016
Common stock price
Maximum
272,000
264,500
229,000
202,500
208,500
209,500
Minimum
253,500
223,500
198,500
193,000
193,000
198,000
Average
263,600
237,050
212,905
197,298
200,000
204,421
Transaction volume
Daily maximum
79,112
242,498
209,726
118,447
237,417
95,766
Daily minimum
17,697
26,212
31,261
29,523
32,807
33,282
Monthly total
770,715
1,286,599
1,485,785
1,266,264
1,757,740
1,008,415
b. Overseas Stock Market
Exchange: London Stock Exchange (Unit: USD)
Category
April
2016
May
2016
June
2016
July
2016
August
2016
September
2016
Common stock price
(US $)
Maximum
11.70
11.20
9.64
8.60
9.15
9.28
Minimum
10.85
9.39
8.29
8.41
8.49
8.76
Average
11.27
10.00
9.02
8.54
8.79
9.00
Common stock price
(won)
Maximum
13,627
13,045
11,228
9,428
10,031
10,174
Minimum
12,637
10,937
9,655
9.220
9,308
9,604
Average
13,131
11,650
10,502
9.359
9,631
9,862
Transaction volume
Daily maximum
1,800
11,600
900
1.893
1,530
1,499
Daily minimum
16
29
1
110
100
100
Monthly total
8,339
15,729
2,901
2,673
4,228
5,455
As of 30 September 2016 (exchange rate of USD 1.00 = KRW 1,096.30)
GDS (global depositary share) per share 20 issued with a ratio per 1GDS was issued to the 20.67
(exchange rate of USD 1.00 = KRW 967.8)VII. Executives and Employees
A. Status of Executives and Employees
1. Executives
Registered Executives
(As of 30 September 2016)
(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
-
2015.3.20
~2017.3.19
2017.03.19
Dongbin Shin
1955.02
Chairman
Inside Director
4,237,627
-
2016.3.22
~
2018.3.21
2018.03.21
Wonjoon Lee
1956.11
President
Representative Director
300
-
2016.3.22
~
2018.3.21
2018.03.21
Youngja Shin
1942.10
Inside Director
Inside Director
232,818
-
2016.3.22
~
2018.3.21
2018.03.21
Soogeun Kwak
1953.08
Outside Director
Outside Director
-
-
2016.3.22
~
2018.3.21
2018.03.21
Jeongsuk Moon
1955.03
Outside Director
Outside Director
-
-
2015.3.20
~
2017.3.19
2017.03.19
Hyeryeon Kang
1957.07
Outside Director
Outside Director
-
-
2015.3.20
~
2017.3.19
2017.03.19
JaeWon Lee
1958.02
Outside Director
Outside Director
-
-
2016.3.22
~
2018.3.21
2018.03.21
JaeWan Bahk
1955.01
Outside Director
Outside Director
-
-
2016.3.22
~
2018.3.21
2018.03.21
SeokYoung Choi
1955.10
Outside Director
Outside Director
-
-
2016.3.22
~
2018.3.21
2018.03.21
Outside directors Taehyeon Kim and Byungkee Ko resigned on 18 March 2016.
Dongbin Shin, Youngja Shin, Inwon Lee, Wonjoon Lee were reappointed as representative and inside director on 18 March 2016, and Soogeun Kwak was reappointed as outside director, and JaeWon Lee, JaeWan Bahk, SeokYoung Choiwere appointed as outside directors on the same date.
2016.09.08 Inwon Lee, vice president, was excluded from registered officer.
Executivesholdingconcurrent positions in other companies
Name
Name of Affiliates
Positions
Kyukho Shin
Busan Lotte Hotel, Co., Ltd.
Internal Director
Lotte Engineering & Construction Co., Ltd
Non-standing Executive Director
Lotte Giants Co., Ltd.
Internal Director
Lotte Aluminium Co., Ltd.
Non-standing Executive Director
Dongbin Shin
Hotel Lotte Co., Ltd.
Representative Director
Canon Korea Business Solution INC.
Internal Director
FLR Korea Co., Ltd.
Non-standing Executive Director
Lotte Chemical Co., Ltd.
Representative Director
Lotte Confectionary Co., Ltd.
Representative Director
Lotte Culture Foundation
Director
Youngja Shin
Lotte Engineering & Construction Co., Ltd
Non-standing Executive Director
Lotte Giants Co., Ltd.
Internal Director
Daehong Communications Co., Ltd.
Non-standing Executive Director
Lotteria Co., Ltd.
Non-standing Executive Director
S&S International Co., Ltd.
Representative Director
Lotte Welfare Foundation
Director
Lotte Scholarship Foundation
Director
Lotte Samdong Welfare Foundation
Director
Soogeun Kwak
LS Co., Ltd.
Outside Director
Jaewan Park
Samsung Electronics Co., Ltd.
Outside Director
As of 30 September 2016
Non-registered Executives
(As of 30 September 2016) (Unit: shares)
Name
Date of birth
(yyyy.mm)Position
Duties
Common shares
Jinse So
1950.05
President
External Coordination
142
Gakgyu Hwang
1955.04
President
Operations
65
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
Jaechan Lee
1960.02
Senior Managing Director
Communications
Jonghyeon Kang
1964.05
Senior Managing Director
Operations
Jaeyoon Suh
1958.06
Senior Managing Director
China
Changrak Kim
1957.12
Senior Managing Director
Department Store Product 1
219
Wansin Lee
1960.10
Senior Managing Director
Department Store Marketing
386
Janghwa Lee
1959.06
Senior Managing Director
Department Store Business 1
100
Hoju Jang
1960.08
Senior Managing Director
Department Store Finance
100
Yoonnchul Noh
1961.04
Senior Managing Director
Department Store New business
Yongpyo Moon
1962.04
Senior Managing Director
Mart Customer
32
Yeongkyun Kim
1960.10
Senior Managing Director
Mart MD strategy
30
Hosung Park
1958.09
Senior Managing Director
Mart VIC Market product
202
Chunseok Choi
1960.03
Senior Managing Director
Representative Director (Supermarket)
86
Wonchun Cha
1957.12
Senior Managing Director
Representative Director (Cinema)
Soochan Ko
1962.09
Managing Director
Operations
Seokhwan Lee
1967.08
Managing Director
Communications
Ikwoo Nam
1962.01
Managing Director
Operations
Jonghyun Lee
1963.04
Managing Director
Public relation
Hyunok Kim
1969.07
Managing Director
Legal
Taewan Kim
1965.03
Managing Director
Vision Strategy
Wonkyu Ki
1966.02
Managing Director
Human resources
Youngjae Cho
1966.04
Managing Director
Operations
156
Woochul Cha
1968.01
Managing Director
Audit Director
16
Yongseok Hwang
1970.02
Managing Director
Corporate culture
16
Chansoo Kim
1965.03
Managing Director
Distribution CFD
Jinsung Lee
1969.02
Managing Director
Future Strategy Center
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
186
Minyeol Ryu
1966.03
Managing Director
Department Store Business 3
171
Giljo Woo
1966.08
Managing Director
Department Store MD strategy
50
Jun Jang
1958.12
Managing Director
Department Store Design
87
Changhui Nam
1966.10
Managing Director
Mart Grocery MD
96
Jookyung Yoon
1965.04
Managing Director
Mart Indonesia retail
71
Daesik Jang
1966.12
Managing Director
Mart law observance
Seunghee Kim
1965.04
Managing Director
Supermarket membership development
Jonghuan Kim
1962.05
Managing Director
Supermarket sales
32
Wonho Jung
1969.02
Managing Director
Supermarket product
55
Gwanro Lee
1963.02
Managing Director
Cinema sales
32
seonghyeon Gang
1970.01
Managing Director
lohb's Executive President
Sunghack Lee
1965.12
Director
Communications
Youngchul Jung
1971.05
Director
Secretary
Byeonghui Lee
1969.03
Director
Communications
seokkyun Kim
1968.07
Director
Finance
InKu Park
1967.10
Director
Strategy & Insight Center
hongchul Kim
1970.01
Director
Audit Director
Younghwan Lee
1970.06
Director
Human resources
55
Wonjae Kim
1968.04
Director
Finance
Jaehong Lee
1970.05
Director
Strategy & Insight Center
Jinsung Heo
1970.06
Director
Audit Director
Unseong Baek
1965.06
Director
Welfare
71
Gwangchul Shin
1967.11
Director
Strategy & Insight Center
29
Changhee Choi
1972.03
Director
Future Strategy Center
Myeongseob Shim
1970.01
Director
Future Strategy Center
Hyeyoung Kim
1969.11
Director
Future Strategy Center
Hyungsik Jeon
1963.08
Director
Department Store Product 2
164
Younsung Jung
1965.03
Director
Department Store Jamsil branch
119
Gyuwan Hwang
1965.02
Director
Department Store main branch
121
Choulwon Jang
1963.08
Director
Department Store GF business
41
Hoseol Lee
1970.07
Director
Department Store Youngdeungpo branch
94
Taeheung Nam
1964.12
Director
Department Store Cheongnyangni
90
Daesu Kim
1967.09
Director
Department Store Nowon branch
50
Jungho Song
1966.03
Director
Department Store Busan main branch
752
Wansu Park
1968.11
Director
Department Store Management support
123
Jaeok Lee
1970.01
Director
Department Store women's fashion
35
Seondae Lee
1970.01
Director
Department Store Public relations
Gidae Nam
1967.02
Director
Department Store Food products
132
Yeongsu Ha
1970.06
Director
Department Store Home appliances
53
Yeongtaek Yu
1969.06
Director
Department Store Gwangbok
40
Hyungkyu Lee
1967.01
Director
Department Store Pyeongchon branch
50
Younghwan Lee
1967.1
Director
Department Store Suwon branch
112
Jonghyeok Hyeon
1969.10
Director
Department Store Ulsan branch
40
Jieun Kim
1969.08
Director
Department StoreOverseas fashion
50
Joohyuk Park
1968.01
Director
Department Store gangnam branch
60
Younghwan Park
1968.11
Director
Department Store Marketing
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
174
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 Planning
80
Hyun Park
1971.09
Director
Department Store overseas business
77
Chimin Shin
1967.11
Director
Department Store Ethical management
40
Sangyoung Park
1968.02
Director
Department Store Men's sports
Junghyun Kim
1966.03
Director
Department Store Gwangju branch
100
Dongho Jang
1967.06
Director
Department Store Chengdu World Center branch
85
Yeon Na
1967.05
Director
Department Store Shopping mall East Busan branch
81
Eulgyoung Son
1970.02
Director
Department Store MD strategy
Woojin Bae
1971.04
Director
Department Store independence MD
50
Younghee Kim
1970.1
Director
Department Store Bundang branch
41
Myungg Kim
1975.06
Director
Department Store omni-channel
Gwani Lee
1969.01
Director
Mar Mobile business
Pyungkyu Hong
1962.11
Director
Mart Seoul sales
80
Wonsik Hong
1966.06
Director
Mart Vietnam
32
Minho Kang
1968.11
Director
Mart business strategy
10
Changyong Kim
1967.03
Director
Mart management support
Jihyun Han
1967.11
Director
Mart home furnishing
Joohee Woo
1967.03
Director
Mart fresh foods
32
Hakjae Lee
1966.04
Director
Mart overseas cooperation
32
Kyeongwoo Ryu
1966.10
Director
Mart Cooperation
Jaewoo Jeong
1971.08
Director
Mart processed foods
40
Heekyung Kim
1962.05
Director
Mart gyeonggi Southern sales
166
Eunmo Yang
1967.06
Director
Mart Incheon sales
31
Seungmu Heo
1965.02
Director
Mart china Finance
32
Yeongbae Ham
1962.02
Director
Mart Indonesia/Vietnam Finance
Yeongjun Cho
1971.01
Director
Mart China Hwa-dong
Gwonhee Cho
1965.01
Director
Mart yeongnam easten part sales
20
Sungmin Im
1968.03
Director
Mart Gwangju Honam Sales
Jaechul Lim
1972.11
Director
Mart Finance
10
Sanghae Kim
1968.10
Director
Mart yeongnam westen part sales
Seonmee Jeong
1966.02
Director
Mart global education
50
Hyunsun Suh
1971.09
Director
Mar MD innovation
Yoonkyung Kim
1970.03
Director
Mart marketing
Byeongjoon Choi
1971.03
Director
Mart SCM
Jeonghan Kim
1968.02
Director
Mart gyeonggi northern sales
Wonheon Jeong
1972.06
Director
Mart MobileMD
Heonseo Kang
1972.01
Director
Mart Daejeon Chungcheong sales
40
Kuneung Kim
1972.04
Director
Mart PB Sourcing
40
Jaehyung Seo
1964.10
Director
Supermarket marketing
Eunggeol Kim
1967.03
Director
Supermarket Planning
Youseok Jeon
1964.09
Director
Supermarket honam
Yoojin Kim
1965.06
Director
Supermarket development
Jongyoon An
1967.07
Director
Supermarket management support
Jong Un Kim
1970.09
Director
Supermarket development 1
15
Dong Ha Kim
1970.07
Director
Supermarket fresh foods
8
Jae Guk Lee
1971.12
Director
Supermarket development 2
15
Sangmoo Lee
1968.09
Director
Cinema movie
50
Hyeongsu Ji
1965.10
Director
Cinema management support
Eungyo Lee
1967.08
Director
Cinema management strategy
20
Heeseong Oh
1970.12
Director
Cinema new business
Kiwook Lee
1969.10
Director
Lohb's management support
2. Employees
(As of 30 September 2016) (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)
Employees without fixed terms
Fixed-term employees
Total
Total
Part-time employees
Total
Part-time employees
Department
Store
Male
2,038
-
-
0
2,038
12.9
118,272,557
58,091
Female
3,092
-
277
0
3,369
10.4
96,048,886
28,922
Discount
Store
Male
3,869
384
-
0
3,869
8.8
156,521,992
40,320
Female
9,785
8,694
-
0
9,785
5.3
168,997,211
20,869
Others
Male
2,124
-
234
0
2,358
5.8
73,017,226
31,458
Female
3,564
-
1,180
0
4,743
4.1
83,053,789
17,680
Total
24,472
9,078
1,691
0
26,162
7.0
695,911,660
28,573
Notes:
(1) Based on eight hour work days and an average total of24,588 employees.
The above table excludes temporary workers.
Up until the third quarter of 2014 with respect to the Company's discount mart business, employees who had worked less than two years were classified as contract employees according to the Company's internal standards. Since the third quarter of 2014, those workers are now classified as employees without fixed terms as they are essentially under an indefinite term contract.
Other businesses include the supermarket business, cinema business and H&B business.
Payment amounts in this report were prepared in accordance with accounting standards.
B. Compensation
Compensation of Directors
(Unit: million Won)
Category
Number of directors
Amount paid
Average per person
Registered Director
5
9,816
1,963
Outside Director
3
150
50
Audit Committee Member
3
133
44
Total
11
10,099
918
Compensation of 1 retired Director included on total Compensation of Directors
Compensation of Individual Directors
(Unit: million Won)
Name
Position
Amount paid
Note
Kyukho Shin
Executive Chairman
1,200
Consisting of1,200 million won in salary
Dongbin Shin
Chairman
1,000
Consisting of1,000 million won in salary
Inwon Lee
Vice-Chairman
6,770
Consisting of6,770 million won in salary
VIII. Transactions with Interested Parties
A. Transactions with the Largest Shareholder and its Affiliates
Not applicable.
B. Collateral
(Unit : 1 million Won)
Name(Corporation)
Relationship
Security providing asset
Security rights holder
Transactions
Others
Basic
Increase
Decrease
Evaluation
End of term
IGIS CORPORATION
Affiliates
Stock
Mizuho Bank Ltd.
5,477
-
-
(905)
4,572
The entire cost of stocks of IGIS I CORPORATION that Lotte Shopping Co., Ltd. retains (book value: 4,571,544,000 KRW) is provided as security to Mizuho Bank Ltd. regarding the loan of IGIS I CORPORATION.
C. Guarantee of Obligations
(Unit : local currency)
Company name (Debtor)
Guarantee
Guaranteed amount
Term of guarantee
Lotte Shopping RUS Ltd.
KEB
USD 5,000,000
2014.05.02. ~
2017.05.02.
Shandong Longzhile
Cinema Co., Ltd.Shinhan Bank
CNY 24,000,000
2014.06.23. ~
2017.06.23.
International Business
Center Company limited
KEXIM
USD 15,000,000
2016. 04.06. ~
2019 04.06.
Standard Chartered Bank Korea
VND 110,000,000,000
2016.04.06. ~
2017.04.06.
Lotte Properties(Shenyang)
LimitedKEXIM
USD 30,500,000
2016. 03.30. ~
2019. 03.30.
Woori Bank
USD 31,500,000
2016. 04.25. ~
2019. 04.25.
Korea Development Bank
USD 57,500,000
2016. 05.04. ~
2019. 05.04.
LOTTE PROPERTIES
(CHENGDU)HK LIMITEDKEB
USD 140,000,000
2014. 03. 20. ~
2017. 03. 20.Shinhan Bank
USD 50,000,000
Lotte Shopping Holdings
(Hong Kong) Co., LimitedStandard Chartered Bank Korea
USD 38,135,750
2014. 06. 03. ~
2017. 06. 02.BNP Paribas
USD 38,135,000
Citibank, N.A. ,
Hong Kong BranchUSD 38,135,000
SMBC
USD 38,135,000
ING
USD 120,213,804
2015. 01. 20. ~
2018. 01. 19.Shinhan Bank
HKD 8,000,000
2015. 11. 10. ~
2017. 11. 10.HSBC
USD 95,297,610
2015. 11. 30. ~
2018. 11. 30.BNP Paribas
USD 104,818,169
2016.05.16. ~
2019.05.16.
PT. LOTTE Shopping Avenue
IndonesiaDBS
USD 20,000,000
2014. 09. 23. ~
2017. 09. 23.JP Morgan
IDR 200,000,000,000
2015. 12. 21. ~
2018. 12. 21.Lotte Business Management (Tianjin) Co., Ltd.
BNP Paribas
CNY 150,000,000
2016.06.21. ~
2018.06.21.
LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.
KEB Hana Bank
CNY 170,000,000
2016.06.15.
~ 2018.06.15.
Lucky Pai (Shanghai) Trading Co., Ltd.
KEB Hana Bank
CNY 58,000,000
2015. 11. 26. ~
2017. 11. 26.KEB Hana Bank
CNY 39,900,000
KEB Hana Bank
CNY 20,100,000
KEB Hana Bank
CNY 57,000,000
2016.02.29.~
2017.03.06.
Shinhan Bank
CNY 14,000,000
2015.11.19. ~
2016.11.15.
Industriall Bank of Korea
CNY 46,000,000
2016.01.15. ~
2017.01.13
Woori Bank
CNY 15,000,000
2016.03.03. ~
2017.03.02
Lotte Department Store (Shenyang) Co., Ltd.
BNP Paribas
CNY 50,000,000
2016.07.11 ~2018.07.11
Jiangsu Times Supermarket Co., Ltd
DBS
CNY 330,000,000
2016.08.30 ~ 2017.08.29
Besides the above guarantee of payment, the Company has guaranteed on the execution of contract of THE CINEMA OF KOREA with CJ CGV by 50% each during the VPF contract signing with THE CINEMA OF KOREA and the Twentieth Century Fox Film Corporation in October 2008.
The Company has guaranteed the execution of the contract of Burger King Japan Co., Ltd. regarding the loyalty contract (3.0% of the net sales, 25,000 USD per an opening of a new store) between Burger King Japan Co., Ltd. and BK ASIAPAC, PTE. Ltd.
As of the end of the current quarter, the Company has a contract of supplementing capital in case of difficulty of returning the original principal and interest by the issuing companies of H&D Able 2nd Corporation, Suwon Landmark 2nd Corporation, Invest Farmland Corporation, and KS 1nd Corporation, regarding the asset-backed corporate paper of Lotte Incheon Development Co., Ltd (face value of 700 billion KRW, due to expire on 23 February 2018), asset-backed corporate paper of Lotte Suwon Stn. Shopping Town (face value of 250 billion KRW, due to expire on 28 May 2018), electronic short-term private loan of Lotte Incheon Town (face value of 34 billion KRW, due to expire on 29 Dec 2016), and asset-backed corporate paper of Lotte Ulsan Development Co., Ltd (face value of 266 billion KRW, due to expire on 23 Nov 2018).
The Company has been providing a payment guarantee from 2014 on the rent that the Lotte Suwon Stn. Shopping Town has to pay to the landlord during the lending peiord (20 years).d. Transaction of tangible assets
(Unit : 1 million Won)
Name (Corporation Name)
Relationship
Purpose of trade
Trade period
Object of trade
Trade amount
Lotte Engineering & Construction Co., Ltd.
Affiliate
Capital purchase
2016.01.01~2016.09.30
Tangible assets
199,545
Lotte Logistics Corporation
Affiliate
Capital purchase
2016.01.01~2016.09.30
Tangible assets
1,571
Lotte Department Store Masan
Affiliate
Capital purchase
2016.01.01~2016.09.30
Intangible assets
536
Lotte Aluminium Co., Ltd.
Affiliate
Capital purchase
2016.01.01~2016.09.30
Tangible assets
6,061
Lotte Data Communications Company
Affiliate
Capital purchase
2016.01.01~2016.09.30
Tangible assets
31,799
Daehong Communications
Affiliate
Capital purchase
2016.01.01~2016.09.30
Tangible assets
475
Hotel Lotte Co., Ltd.
Affiliate
Disposal of Capital
2016.01.01~2016.09.30
Tangible assets
143
Transactions under 100 million Won have been omitted. (Writing guide VII 10-1-2)
e. Sales of stocks and bonds(Unit : 1 million Won)
Name (Corporation Name)
Relationship
Type of trade
Trade date
Object of trade
No. of stocks (*1)
Trade amount
Lotte Shopping Holdings
(Hong Kong) Co., LimitedConsolidated subsidiary
Recapitalization
29 Jan 2016
Lotte Shopping Holdings
(Hong Kong) Co., Limited common stock34,000,000
41,025
Lotte Accelerator
Equity method applicable company
Recapitalization
31 Jan 2016
Lotte Accelerator common stock
500,000
2,500
Lotte Ulsan Development
Consolidated subsidiary
Recapitalization
25 Feb 2016
Lotte Ulsan Development common stock
2,000,000
10,000
Coralis S.A.
Equity method applicable company
Recapitalization
29 Feb 2016
Coralis S.A. common stock
45
4,474
Lotte Giants
Equity method applicable company
Recapitalization
7 Mar 2016
Lotte Giants common stock
1,800,000
9,000
LOTTE CINEMA VIETNAM
CO., LTD.Consolidated subsidiary
Recapitalization
31 March 2016
LOTTE CINEMA VIETNAM
CO., LTD. common stock-
10,299
Lotte Shopping Holdings(Hong Kong) Co., Limited
Consolidated subsidiary
Recapitalization
4 May 2016
Lotte Shopping Holdings
(Hong Kong) Co., Limited common stock24,000,000
27,700
LOTTE SHOPPING HOLDINGS(SINGAPORE) PTE. LTD.
Consolidated subsidiary
Investment in kind
13 May 2016
PT. LOTTE SHOPPING
INDONESIA common stock(2,622,812)
(214,068)
LOTTE VIETNAM SHOPPING JOINT STOCK COMPANY common stock
-
(125,243)
LOTTE SHOPPING HOLDINGS
(SINGAPORE) PTE. LTD. common stock205,757,937
339,311
Shandong LongzhileCinema Co., Ltd.
Equity method applicable company
Recapitalization
27 May 2016
Shandong Longzhile
Cinema Co., Ltd. common stock-
884
Hemisphere FilmInvestors II LLC
Equity method applicable company
31 May 2016
Hemisphere Film
Investors II LLC common stock-
(654)
Hemisphere FilmInvestors II LLC
Equity method applicable company
26 July 2016
Hemisphere Film
Investors II LLC common stock
(1,085)
Lotte Ulsan Development
Consolidated subsidiary
Recapitalization
29 August 2016
Lotte Ulsan Development common stock
2,780,000
13,900
Transactions under 100 million Won have been omitted. (Writing guide VII 10-1-2)
(*1) Foreign corporations do not issue stocks due to the local regulations.
f. Operational trades with the major stockholder
- N/A.
g. Trades with concerned parties besides the major stockholder
- N/A.IX. Other Relevant Matters
A. Summary of the Minutes from the General Meeting of Shareholders
Date
Matters
Decision
46hGeneral Meeting of Shareholders
(18March 2016)
Agenda No. 1: Approval of the Company's 46hfiscal year financial statements
Agenda No. 2 Appointment of directors
-No. 2-1: Appointment of standing directors
-No. 2-2: Appointment of outside directors-No. 2-3: Appointment of audit committee members
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
(1) Lotte Shopping Co., Ltd.
1) Cancellation of denial of rectification of VAT (Supreme Court 2015Du58959)
Classification
Content
Litigation date
- 09 Dec 2015
Litigants
- Plaintiff : Lotte Shopping Co., Ltd. and 1 other, Defendants : Head of Namdaemun Tax Office and 91 others.
Content of litigation
- Claim of rectification of VAT regarding transactions made with mileage and presented gift certificates, as they are considered as discounted transactions
Amount of litigation
- 10.7 billion won
Proceedings
- 1st trial on 24 Oct 2014 (2013GuHap57389): Lost
- 2nd trial on 29 Oct 2015 (2014Nu71704): Lost- 3rd trial on 09 Dec 2015 (2015Du58959): in progress
- 2016. 04. 21 Case was filed with Supreme Cout En Banc
- 2016. 08. 26 Supreme Court vacate and remand the case to lower court
Further schedule and plan of litigation
- Currently, Supreme Court vacate and remand the case and oral proceedings will be expected in High Court
Impact of outcome on the Company
- As it is a litigation regarding a claim of rectification after the relevant VAT had already been paid, no additional loss is expected in case of a defeat.
2)Cancellation of denial of rectification of VAT (Seoul Administrative Court, 2015GuHap74999)
Classification
Content
Litigation date
- 24 Sep 2015
Litigants
- Plaintiff : Lotte Shopping Co., Ltd. and 1 other, Defendants : Head of Gangnam Tax Office and 107 others.
Content of litigation
- Claim of rectification of VAT regarding transactions made with mileage and presented gift certificates, as they are considered as discounted transactions
Amount of litigation
- 20.7 billion won
Proceedings
- 1st trial (Seoul Administrative Court 2015GuHap74999): In progress
Further schedule and plan of litigation
- A similar case of our Company is in progress (high court 2016Nu61817). We will respond based on the outcome.
Impact of outcome on the Company
- As it is a litigation regarding a claim of rectification after the relevant VAT had already been paid, no additional loss is expected in case of a defeat.
3)Claim for damages (Seoul Central District Court, 2014GaHap532526)
Classification
Content
Litigation date
- 14 May 2014
Litigants
- Plaintiff: Choongang Industrial Development Co., Ltd. Defendants: Rits Industrial Co., Ltd., Kyungdong Civil Engineering and Construction Co., Ltd., Lotte Shopping Co., Ltd., City of Cheongju
Content of litigation
- Claim for damage from violation of contract during exchange of implementation rights among implementing companies and implementation of project
Amount of litigation
- 24.1 billion won
Proceedings
- 1st trial in progress
Further schedule and plan of litigation
- 24 November 2016 will be the date of argument. Planning to respond based on the final outcome.
Impact of outcome on the Company
- Due to the low probability of defeat, a loss is not expected; will reasonably gauge the possibility of defeat and appropriate provisions.
4)Claim for damages (Seoul Central District Court, 2016GaHap527467 and 7 other cases)
Classification
Content
Litigation date
- 16 May 2016 and other dates
Litigants
- Plaintiff: Kang, Chan Ho and 475 others. Defendants: Lotte Shopping Co., Ltd and 22 others.
Content of litigation
- In relation to the damages incurred due to the cleansing agent for a humidifier (death and diseases), the bereaved families have filed a damage compensation suit against the manufacturer, seller and the government.
Amount of litigation
- 17.0 billion won
Proceedings
- 1st trial in progress
Further schedule and plan of litigation
- Procedures to reach an agreement on the compensation to be made is currently being carried out for the victim(s) with a ratings determination by the Korea Environmental Industry and Technology Institute
Impact of outcome on the Company
- It is a group litigation with 22 persons other than the Korean government as the defendants, and it is currently compute with the total value of the compensation to be agreed upon. (Impossible to confirm the details of the claims since it is a formative petition that has been filed.)
(2) Lotte Card Co., Ltd.
1) Claim for damages (Seoul Central District Court, 2014GaHap11067 and 70 other cases)
Classification
Content
Litigation date
- 20 January 2014 and other dates
Litigants
- Eunyoung Kim and 48,201 others
Content of litigation
- Claim for psychological damage due to personal information leakage
Amount of litigation
- 22.9 billion won
Proceedings
- Seoul Central District Court, 2014GaHap11067 and 70 other cases in progress
Further schedule and plan of litigation
- 25 August 2016 Oral proceeding of representative case was proceeded in appellate court . Planning to respond based on the final outcome.
Impact of outcome on the Company
- The Company cannot reasonably predict the outcome of the 71 cases regarding personal information leakage, and 4.1 billion won has been appropriated for provision.
(3) Lotte Hi-mart Co., Ltd.1) Claim for damages (Supreme Court, 2016Da24515)
Classification
Content
Litigation date
- 6 March 2013
Litigants
- Plaintiff : Lotte HiMart Co., Ltd. Defendant : Jonggu Seon
Content of litigation
- A suit was filed for wage increase without resolution of board of directors and breach of duty made by former CEO
Amount of litigation
- 16.8 billion won
Proceedings
-2015.07.03. Company partially won the case in the first instance court (2013 KaHab17761 Seoul Central District Court)
-2015.08.05. Company filed an appleal and the case is under 2nd instant court
-2016.06.30. Courts judgment was delivered (Company partially won the case)
-2016.07.06. Company was awarded 1.7 billion won additionally (including interest and litigation cost)
-2016.07.22. Both parties appealed to the Supreme Court respectivelyFurther schedule and plan of litigation
-Currently, legal principles are reviewed by a bench in the Supreme Court and we have a plan to respond thereto depending on how things go
Impact of outcome on the Company
- Based on the judgment delivered by the Supreme Court, additional profit or cost may be gained or incurred
Standard for important litigations of the Company: Litigations that significantly affect the finance of the Company, or litigations with a litigation amount over 10 billion won.
Further information can be found in note 36 (on contingent liabilities and contract details) of 3. Group Accounts and note 35 (on contingent liabilities and contract details) of 5. Financial Statements of III. Finance-related contents.2. Bills or checks provided as collateral
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. With the advent of the period of exercising during the current half year, exercising of the call option was notified to Aegis First and the procedure for the stock purchase contract in accordance with the exercising of the call option as at the end of the current half year is being carried out. On the other hand, the entire amount of the stocks of Aegis First (with book value of 4,571,544,000 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
- N/A
4. Other Contingent Liabilities
a. Detail of paymentguarantees 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.
(Unit : local currency)
Company name (Debtor)
Guarantee Institution
Guaranteed amount
Guarantee period
Others
Lotte Shopping RUS Ltd.
KEB
USD 5,000,000
2014.05.02. ~
2017.05.02.
Guarantee of payment for financing
Shandong Longzhile
Cinema Co., Ltd.Shinhan Bank
CNY 24,000,000
2014.06.23. ~
2017.06.23.
International Business
Center Company limited
KEXIM
USD 15,000,000
2016. 04.06. ~
2019 04.06.
Standard Chartered Bank Korea
VND 110,000,000,000
2016.04.06. ~
2017.04.06.
Lotte Properties(Shenyang)
LimitedKEXIM
USD 30,500,000
2016. 03.30. ~
2019. 03.30.
Woori Bank
USD 31,500,000
2016. 04.25. ~
2019. 04.25.
Korea Development Bank
USD 57,500,000
2016. 05.04. ~
2019. 05.04.
LOTTE PROPERTIES
(CHENGDU)HK LIMITEDKEB
USD 140,000,000
2014. 03. 20. ~
2017. 03. 20.Shinhan Bank
USD 50,000,000
Lotte Shopping Holdings
(Hong Kong) Co., LimitedStandard Chartered Bank Korea
USD 38,135,750
2014. 06. 03. ~
2017. 06. 02.BNP Paribas
USD 38,135,000
Citibank, N.A. ,
Hong Kong BranchUSD 38,135,000
SMBC
USD 38,135,000
ING
USD 120,213,804
2015. 01. 20. ~
2018. 01. 19.Shinhan Bank
HKD 8,000,000
2015. 11. 10. ~
2017. 11. 10.HSBC
USD 95,297,610
2015. 11. 30. ~
2018. 11. 30.BNP Paribas
USD 104,818,169
2016.05.16. ~
2019.05.16.
PT. LOTTE Shopping Avenue
IndonesiaDBS
USD 20,000,000
2014. 09. 23. ~
2017. 09. 23.JP Morgan
IDR 200,000,000,000
2015. 12. 21. ~
2018. 12. 21.Lotte Business Management (Tianjin) Co., Ltd.
BNP Paribas
CNY 150,000,000
2016.06.21. ~
2018.06.21.
LOTTE DEPARTMENT STORE (TIANJIN) CO., LTD.
KEB Hana Bank
CNY 170,000,000
2016.06.15.
~ 2018.06.15.
Lucky Pai (Shanghai) Trading Co., Ltd.
KEB Hana Bank
CNY 58,000,000
2015. 11. 26. ~
2017. 11. 26.KEB Hana Bank
CNY 39,900,000
KEB Hana Bank
CNY 20,100,000
KEB Hana Bank
CNY 57,000,000
2016.02.29.~
2017.03.06.
Shinhan Bank
CNY 14,000,000
2015.11.19. ~
2016.11.15.
Industriall Bank of Korea
CNY 46,000,000
2016.01.15. ~
2017.01.13
Woori Bank
CNY 15,000,000
2016.03.03. ~
2017.03.02
Lotte Department Store (Shenyang) Co., Ltd.
BNP Paribas
CNY 50,000,000
2016.07.11 ~2018.07.11
Jiangsu Times Supermarket Co., Ltd
DBS
CNY 330,000,000
2016.08.30 ~ 2017.08.29
Besides the above guarantee of payment, the Company has guaranteed the execution of contract of THE CINEMA OF KOREA with CJ CGV by 50% each during the VPF contract signing with THE CINEMA OF KOREA and the Twentieth Century Fox Film Corporation in October 2008.
The Company has guaranteed the execution of the contract of Burger King Japan Co., Ltd. regarding the loyalty contract (3.0% of the net sales, 25,000 USD per an opening of a new store) between Burger King Japan Co., Ltd. and BK ASIAPAC, PTE. Ltd.As of the end of the current quarter, the Company has a contract of supplementing capital in case of difficulty of returning the original principal and interest by the issuing companies of H&D Able 2nd Corporation, Suwon Landmark 2nd Corporation, Invest Farmland Corporation, and KS 1nd Corporation, regarding the asset-backed corporate paper of Lotte Incheon Development Co., Ltd (face value of 700 billion KRW, due to expire on 23 February 2018), asset-backed corporate paper of Lotte Suwon Stn. Shopping Town (face value of 250 billion KRW, due to expire on 28 May 2018), electronic short-term private loan of Lotte Incheon Town (face value of 34 billion KRW, due to expire on 29 Dec 2016), and asset-backed corporate paper of Lotte Ulsan Development Co., Ltd (face value of 266 billion KRW, due to expire on 23 Nov 2018).
The Company has been providing a payment guarantee from 2014 on the rent that the Lotte Suwon Stn. Shopping Town has to pay to the landlord during the lending peiord (20 years).
Issuance of hybrid securities recognized as equity(As of 30 September 2016) (Unit: million Won)
Category
Details
Issuance number
Issue No. 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
Outstanding balance
Won 270 billion (No. 1-1: Won 240 billion, No. 1-2: Won 30 billion)
Equity recognition
Recognition for accounting purposes
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 interest has been paid.
Credit rating agencies' equity recognition ratios
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
Issued securities will be considered pari passu with the lowest ranked preferred stock of the Company and are senior to common stock of the Company. Subordinated to all other obligations of the Company other than existing preferred shares and other obligations specified to be pari passu with the securities.
Impact on financial structure after debt classification
Debt ratio increase (An increase to 64.99% from 67.90% As of 30 September 2016)
5. 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 Home Shopping
Categories
Companies
Dates
Grounds and relevant laws
Punishment or measures to be taken
Current status of the execution of the punishment or measures to be taken by the company
Distribution
Woori Home Shopping
2015.03.25
Large scale distribution business act - Failure to issue in writing in advance, etc. and failure to issue a contract (delayed issuance) and oral placement of an order in advance, delayed payment of the amount for sales, passing on of the sales promotional cost, demanding of management information, method of receiving of fees, and provision of disadvantages through inducing of mobile orders
Subject period: 12.01.1~14.12.4Correction order / Notification order
Fine imposed: 3.74 Billion WonPayment of the fine
Inauguration of TFT for fair trading
Currently reducing the disadvantages of the cooperative companies2015.05.14
Indicated advertisement law - Omission of public announcement of important information of broadcasting of tour package products including the cost of guide and cost of elective tour items, etc.
Subject period: 14.09.01~11.09Imposition of the fine of 62.5 million Won
Fine paid
Indication of omitted items2015.06.12
Electronic trading law -Falsified and exaggerated advertisement and TV broadcasting sales / Lirikos ample cosmetic products
Broadcasting of the falsified and exaggerated advertisement of appearing to offer commercially sold item when in fact only sample products are handed out
Subjected broadcasting: Nov. 23, 2014Corrective order /
Imposition of fine of 8 million WonPayment of fine
Disciplinary action taken on the personnel in charge through the Personnel Management Committee2016.05.27
Re-approval that is inappropriate to the broadcasting law and omission of the broadcasting business operator / reapproved business plan item
although the criminal activities and history of criminal punishment that was imposed on the current and former executive company need to be included in the application of the re-approval of the business plan, the business plan was written differently from the actual facts and submitted. Accordingly, re-approval was acquired in falsified and other unjust methods.
Stoppage in business for 6 hours a day from 8~11 AM and 8~11 PM everyday over a period of 6 months (prohibition of transmittance of broadcasting on introduction and sales of products), grant of a 4 month grace period from the date of the notification of the measures to be taken (stoppage from Sep. 28, 2016)
Submit a petition for provisional injunction against the stoppage of business Aug. 5, 2016
Must be strict in preparation for administrative suit citing application for provisional disposition with the court (09/07/2016)
The above table summary does not include minor sanctions and fines.
C. Inventory Status
(Unit: million Won)
Business segment
Account
47thfiscal year (3Q)
46thfiscal year
45thfiscal year
Department store
Merchandise
1,643,582
1,631,087
1,645,156
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
1,643,582
1,631,087
1,645,156
Discount store
Merchandise
651,861
633,462
645,588
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
38
42
417
Goods not delivered
4,067
1,122
530
Unsold property
10,286
29,412
-
Completed property
-
-
-
Uncompleted property
-
-
23,756
Land site
-
-
16,061
Sub-total
666,252
664,038
686,352
Finance
Merchandise
4,307
3,049
2,564
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
4,307
3,049
2,564
Electronics
Merchandise
493,851
416,081
357,113
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
-
-
-
Goods not delivered
207
142
-
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
-
-
-
Land site
-
-
-
Sub-total
494,058
416,223
357,113
Convenience store
Merchandise
79,142
71,258
53,173
Goods
-
-
-
Goods in process
-
-
-
Half-finished goods
-
-
-
Raw materials
-
-
-
Component materials
-
-
-
Stored goods
706
755
787
Goods not delivered
-
-
-
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
-
-
-
Land site
-
-
-
Sub-total
79,848
72,013
53,960
Others
Merchandise
193,505
176,103
174,114
Goods
9,340
12,780
12,227
Goods in process
918
968
943
Half-finished goods
-
-
-
Raw materials
1,320
848
873
Component materials
-
23
9
Stored goods
917
1,447
964
Goods not delivered
429
886
1,676
Unsold property
-
-
-
Completed property
-
-
-
Uncompleted property
319,719
286,532
225,103
Land site
-
-
-
Sub-total
526,148
479,587
415,909
Total
Merchandise
3,066,248
2,931,040
2,877,708
Goods
9,340
12,780
12,227
Goods in process
918
968
943
Half-finished goods
-
-
-
Raw materials
1,320
848
873
Component materials
-
23
9
Stored goods
1,661
2,244
2,168
Goods not delivered
4,703
2,150
2,206
Unsold property
10,286
29,412
-
Completed property
-
-
-
Uncompleted property
319,719
286,532
248,859
Land site
-
-
16,061
Sub-total
3,414,195
3,265,997
3,161,054
Inventory as percentage of total assets (%)[InventoryAssets100]
8.33%
8.03%
7.89%
Inventory turnover (times)
[Annualized cost of sales{(Period start inventoryPeriod end inventory)2}]
6.0
6.3
6.2
Due diligence of inventories
Business unit
Department store
Discount store
Others
Date of due diligence
15 June
-
22 January - 29 March (Supermarket),
15 April ~ 29 June (Supermarket),
15 July ~ 27 September (Supermarket)
7 January - 30 March (LOHB's),
2 April ~ 27 June (LOHB's)
1 July ~ 28 September (LOHB's)
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 2016) (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
-
5,000
200,000
248,000
160,000
115,000
280,000
120,000
1,128,000
2. Amount of electronic short-term debenture
(As of 30 September 2016) (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
-
-
-
-
-
-
1,200,000
1,200,000
3. Amount of Outstanding Corporate Bonds
(As of 30 September 2016) (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
2,568,627
2,643,174
2,658,150
900,000
380,000
910,000
-
10,059,951
4. Amount of Outstanding Hybrid Securities
(As of 30 September 2016) (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
This information is provided by RNSThe company news service from the London Stock ExchangeENDQRTEAEAAALXKFEF
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