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HONGKONG:169002.4
Semi-annual Report
(42nd
fiscal year, 1st half)
For the six months ended 30 June 2011
To: Financial Services Commission of Korea KRX KOSPI Market 29 August 2011
Company Name : Lotte Shopping Co., Ltd.
CEO : Lee, Cheolwoo
Head Office : 1, Sogong-dong, Jung-gu, Seoul (Tel) +82 2-771-2500 (Homepage) http:// www.lotteshopping.com
Prepared by : (Position) Head of Strategic Planning (Name) Kim, Sewan (Tel) +82 2-2118-2019
On 29 August 2011, Lotte Shopping Co., Ltd. (the “Company”) filed its business report for the first half of 2011 (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 the six month period ended 30 June 2011 has been prepared in accordance with the Korean equivalent of International Financial Reporting Standards (“Korean IFRS”).
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I. Overview of the Company
A. Overview
1. Main business
As of 30 June 2011, the Company operated 29 department stores, four outlet malls, 92 discount stores, 315 supermarkets and 70 cinemas in Korea. In April 2011, the Company opened its first Lifestyle Centre, Lotte Esiapolis, and the Company plans to open additional stores and is moving forward with its outlet mall, complex shopping mall (i.e., a shopping mall located in a suburban or a redevelopment area that has both leisure and shopping facilities), “category killer” (i.e., specialty stores) and fashion brand businesses.
With respect to overseas business activities, the Company opened its first overseas department store in Moscow, Russia, in September 2007. The Company opened its first department store in China in Beijing in August 2008 and its second department store in China in Tianjin in July 2011. As of 30 June 2011, with respect to its discount store business, the Company operated 82 discount stores in China, two discount stores in Vietnam and 23 discount stores in Indonesia through separate corporate entities established in each jurisdiction. The Company is examining various methods, including engaging in new developments, leases and management contracts to increase its overseas store openings.
As of 30 June 2011, the Company had 39 consolidated subsidiaries. See Note 1 of the notes to the consolidated financial statements of the Company as of and for the six month period ended 30 June 2011 attached hereto.
2. Affiliates
The Company has 82 affiliates, which together are part of the Lotte Group.
a. Listed companies
Business category Affiliates Number of companies
Food Lotte Confectionary, Lotte Samkang, Lotte Chilsung Beverage 3
Petrochemical Honam Petrochemical, KP Chemical 2
Retail Lotte Shopping, Lotte Midopa 2
Financial / Insurance Lotte Insurance 1
b. Unlisted companies
Business category Affiliates Number of companies
Food / Pharmaceutical
Lotte Ham, Lotteria, Lotte Fresh Delica, Lotte Boulangerie, Lotte Pharm., Wellga, Sanjung Beverage, Changdae Trading, Lotte Liquor BG, CH Beverage, Lotte Wine Sales, KIRIN, Pasteur Milk, Bliss, HUI, Chung-buk Soju
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Tourism / Leisure Lotte Hotel, Lotte Giants, Lotte Hotel Busan, Lotte Corporation, Lotte Cinema, D-Cinema Korea, Lotte JTB, Lotte Jeju Resort, Lotte Buyeo Resort, Universal Studios Korea Development, Lotte Gimhae Development
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Retail Lotte International, Lotte Station Building, Lotte Logistics, Korea Seven, Lotte.com, Lotte Asahi Liquor, FRL Korea, Woori Home Shopping, Buy the way, Lotte Square, Lotte Suwon Station Shopping Town, Lotte DF Global, AK Retail, S&S International, NCF, Lotte Songdo Shopping Town
16
Chemistry Korea Fuji Film, Howtech, Sambark, Sambark LFT 4
Equipment / Lotte Aluminium, Canon Korea Business Solutions 2
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Electronics
Construction Lotte Engineering & Construction, Lotte Asset Management 2
Advertising Daehong Communications, Mobizap Media, M.Hub 3
Communications Lotte Data Communication, Han Paysys, Hyundai Information Technology, Hyunjung RNS
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Financial Lotte Capital, Lotte Card, KI Bank, Mybi, Busan Hanaro Card, eB Card, Gyeonggi Smartcard, Inchon Smartcard, Chungnam Smartcard
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Petrochemicals Seetec, KP Chemtech, Daesan MMA, Honam Mitsui Chemicals 4
Energy Cheongna Energy 1
Real Estate Universal Studios Korea Resort Asset Management Corporation 1
Manufacturing DACC Aerospace 1
※ Changes that occurred from 1 April 2011 to 30 June 2011:
– Added as affiliates: Hyundai Information Technology (5 April 2011), Hyunjung RNS (5 April 2011), M.Hub (2 May 2011), Lotte Songdo Shopping Town (2 May 2011), HUI (1 May 2011), Chung-buk Soju (1 June 2011)
3. Recent credit ratings
The following sets forth the credit ratings of the Company’s corporate bonds and commercial paper for the first half of 2011.
Date (yyyy.mm.dd)
Securities subject to rating Credit rating Rating agency Type
2011.06.28 Commercial paper A1 NICE Investors Service Primary rating
2011.06.28 Corporate bonds AA+ NICE Investors Service Regular rating
2011.06.27 Corporate bonds AA+ Korea Investors Service Regular rating
2011.06.27 Commercial paper A1 Korea Investors Service Primary rating
2011.06.23 Corporate bonds AA+ Korea Ratings Regular rating
2011.03.07 Corporate bonds AA+ Korea Investors Service Primary rating
2011.03.07 Corporate bonds AA+ Nice Investors Service Primary rating
B. Recent Changes in Management
Summary of the appointment of the board of directors at the 41st shareholders’ meeting held on 18 March
2011:
- Re-appointment of director: Shin, Gyukho - Appointment of outside director: Ye, Jongsuk
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C. Changes in Capital Stock
1. Increase (decrease) in share capital
(As of 30 June 2011) (Unit: Won, shares)
Date of new stock issuance
Type of issue
Details of the newly issued stock
Type Quantity Par value per share (Won)
Issued value (Won)
Remarks
8 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)
※ 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$1.00).
2. Insurance of convertible bonds
(As of 30 June 2011) (Units: Won, share)
Type of issue
Date of issuance
(yyyy.mm.dd)
Date of maturity
(yyyy.mm.dd)
Face value Type of stock to be converted to
Conversion period
(yyyy.mm.d
d)
Conversion conditions Convertible bonds not yet converted
Conversion ratio
Conversion price
(in Won)
Face value Number of common stock issuable upon
conversion
No. 1 unsecured overseas convertible bond issuance
2011.07.04 2016.07.04 978,969,250,000 Unregistered common stock
2012.07.05~2016.06.24
100% 650,000 978,969,250,000 1,506,106
Total - - 978,969,250,000 - - 100% 650,000 978,969,250,000 1,506,106
※ Conversion based on the fixed exchange rates of US$ 1.00 = Won 1,083 and JPY 100 = Won 1,345.29, which are the exchange rates announced by the Seoul Money Brokerage Services, Ltd. on 15 June 2011 (the date of the board of directors resolution in connection with the issuance).
D. Total Number of Shares
As of 30 June 2011, the total number of authorized shares was 60,000,000, the total number of issued
shares was 29,788,844 and the total number of outstanding shares was 29,043,374. All shares were classified as common shares.
E. Voting Rights
(As of 30 June 2011) (Unit: shares)
Type Number of shares Remarks
Total issued shares (A) Common stock 29,043,374
- Preferred stock -
Shares without voting rights (B) Common stock - -
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Preferred stock -
Shares with restricted voting rights under the stock exchange act and other laws (C)
Common stock -
- Preferred stock
Shares with reestablished voting Rights (D)
Common stock -
Preferred stock
Shares with exercisable voting rights
(E = A – B – C + D)
Common stock 29,043,374 -
Preferred stock -
F. Dividends
1. Dividends for the past three years
Subject 42
nd fiscal year
(1H) 41
st fiscal year 40
th fiscal year
Par value per share (Won) 5,000 5,000 5,000
Net profit (million Won) 600,815 1,010,144 716,422
Earnings per share (Won) 20,687 34,781 24,667
Total cash dividend (million Won) - 43,565 36,304
Total stock dividend (million Won) - - -
Cash dividend payout ratio (%) - 4.31 5.07
Cash dividend yield (%) Common stock - 0.32 0.36
Preferred stock - - -
Stock dividend yield (%) Common stock - - -
Preferred stock - - -
Cash dividend per share (Won)
Common stock - 1,500 1,250
Preferred stock - - -
Stock dividend per share Common stock - - -
Preferred stock - - -
※ The financial data for the first half of 2011 were prepared on a consolidated basis under K-IFRS (attributable to owners of the parent company), while the financial data for 2010 and 2009 were prepared on a non-consolidated basis under Korean GAAP.
2. Calculation of earnings per share for the current year
Category
Current net profit for common stock
Won 600,815 million
Weighted average number of common stock
29,043,374 shares
Earnings per share Won 20,687
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II. Business Description
A. Business Overview
The following table is a summary of the Company’s major businesses and subsidiaries organized by business category.
Business category
Subsidiaries Main businesses
Department store
Lotte Shopping (department store) Department store establishment, management and distribution businesses Lotte Midopa
Lotte Square
Discount store Lotte Shopping (discount store) Large discount store establishment, management and distribution businesses
Lotte Vietnam Shopping Discount store business in Vietnam
Qingdao Lotte Mart Commercial Discount store business in China
Lotte Mart
Lotte Mart China
PT Lotte Shopping Indonesia Discount store business in Indonesia
PT Lotte Mart Indonesia
Finance Lotte Card Issuing and managing credit cards; collecting and managing credit payments
eB Card Co., Ltd. Issuing electronic money; managing transportation card system (AFC system)
Others
Lotte Shopping (Supermarket) Supermarket establishment, management and distribution businesses
Lotte Shopping (Cinema) Producing, investing and distributing movies; management of cinemas
Woori Home Shopping & Television Co., Ltd.
TV home shopping, internet shopping and catalogue shopping businesses
Korea Seven Co., Ltd. Convenience store business
Buy the way Inc. Convenience store business
Lotte Boulangerie Co., Ltd. In-store bakery and franchise businesses
Lotte Songdo Shopping Town Co., Ltd.
Development and management of Lotte Songdo Shopping Town
Lotte Shopping Holdings (Singapore), Ltd.
Investing in distribution businesses in Vietnam, India and Indonesia
Lotte Shopping Holdings (Hongkong), Ltd.
Investing in distribution businesses in China
LHSC Limited Investing in home shopping businesses in China
Lucky Pai Ltd. and 15 other entities Home shopping business in China
The following table is a summary of the Company’s financial condition by business category.
(Unit: million Won)
Category Total sales Operating profit Net income
2011 (1H) 2010 (2H)(1)
2011 (1H) 2010 (2H)(1)
2011 (1H) 2010 (2H)(1)
Department store 3,952,844 3,365,944 464,099 450,550 399,735 367,465
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Discount store 4,124,646 3,391,160 172,764 146,141 70,094 44,533
Finance 766,226 638,539 143,193 112,256 106,592 81,943
Others 2,206,799 1,495,332 107,232 76,039 83,162 59,804
Total 11,050,515
8,890,976 887,287 784,985 659,583 553,745
Consolidation adjustment (174,379) (129,406) (2,482) (1,580) (16,431) 2,670
Amount after consolidation adjustment
10,876,136 8,761,570 884,805 783,405 643,151 556,415
Note:
(1) Unreviewed.
1. Department store business segment
a. Lotte Shopping (department store), Lotte Midopa and Lotte Square
i. Industry overview
While growth of the department store business has slowed in developed countries such as the U.S. and Japan in recent years, the department store business in Korea has increased due to continuous strengthening of customer management, differentiation from other retailers and implementation of a high class strategy. In 2009, the department store business in Korea increased by 9.0% in 2009 compared to 2008, 12.6% in 2010 compared to 2009 and 13.8% in the first half of 2011 compared to the first half of 2010 (while GDP increased by 3.4% in the first half of 2011 compared to the first half of 2010). The size of the department store business was approximately Won 13.2 trillion for the first half of 2011.
Department store market size in Korea
(Unit: trillion Won, %)
2007 2008 2009 2010 2011 (1H)
Market Size 19.0 19.8 21.6 24.3 13.2
Growth Rate 3.1% 4.2% 9.0% 12.6% 13.8%
※ Source: National Statistics Office
Number of department stores in Korea
(Unit: stores)
2007 2008 2009 2010 2011 (1H)
Number of Department Stores 79 78 81 83 82
Increase (Decrease) 2 (1) 3 2 (1)
※ Source: National Statistics Office
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ii. Company overview
Market share
(Unit: 100 million Won, %)
Category 2007 2008 2009 2010 2011 (1H)
Total Department Store Market Size 190,052 197,999 215,865 243,168 132,490
Lotte Department Store Market Share 78,093 83,071 91,978 107,174 59,435
Lotte Department Store Market Share (%)
41.1% 42.0% 42.6% 44.1% 44.9%
※ Source: National Statistics Office, Lotte Shopping
※ The revenue of the department stores includes those of leased shops.
※ The market share of Lotte Department Stores includes the 23 stores owned by the Company, as well as six stores operated by the Company pursuant to management contracts with Lotte Midopa, Lotte Station Building and Lotte Square, which are affiliates 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, %)
2007 2008 2009 2010 2011 (1H)
Market size 28.4 30.1 31.3 33.7 18.0
Growth rate (%) 10.3% 6.1% 3.9% 7.7% 10.3%
※ Source: National Statistics Office
Number of discount stores in Korea
(Unit: stores)
2007 2008 2009 2010 2011 (1H)
Number of discount stores 325 355 372 392 399
Increase (Decrease) 32 30 17 20 7
※ Source: National Statistics Office
ii. Company overview
The following table shows the market share of Lotte Mart in the discount store market in Korea.
Market share
(Unit: 100 million Won, %)
2007 2008 2009 2010 2011 (1H)
Discount store market size (100 million Won) 283,865 301,138 312,733
337,330 180,456
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Lotte Mart (100 million Won) 42,553 45,489 48,370 58,795 33,959
Market share (%) 15.0% 15.1% 15.5% 17.5% 18.8%
※ Source: National Statistics Office, Lotte Shopping
※ The revenue of the discount stores includes those of leased shops.
b. Lotte Vietnam Shopping Co., Ltd.
i. Industry overview
As of the end of 2010, Vietnam had a population of 89 million people, GDP of USD 98.5 billion and a retail market size of Won 70.07 trillion. The discount store industry accounts for Won 930 billion, which is 1.3% of the retail market in Vietnam. The retail market in Vietnam is expanding in size due to the rapid increase in consumer spending, and it is expected that competition will increase as more multinational companies enter the market.
Trends in market size in Vietnam
2008 2009 2010
Population (Million people) 86 88 89
GDP (USD 100 million) 884 894 985
Per capita (USD) 1,024 1,021 1,110
Growth rate (%) 6.2 3.3 4.0
Consumer price index (%) 23.1 6.0 5.0
Size of retail market (10 billion Won) 4,683 5,938 7,007
Discount store (10 billion Won) 54 66 93
ii. Company overview
Starting with the opening of its South Saigon store in December 2008, the Company opened the Phu Tho store in July 2010 as its second store in the region. The Company has selected Vietnam as a strategic market and plans to actively enter the discount store market through aggressive store openings and rapid localization.
Status of Lotte Vietnam Shopping Co., Ltd. stores (Unit: stores)
Division 2008 2009 2010 2011 (1H)
Number of stores 1 1 2 2
Increase or decrease 1 - 1 -
c. Qingdao Lotte Mart Commercial Co., Ltd., Lotte Mart Co., Ltd. and Lotte Mart China
Co., Ltd.
i. Industry overview
As of the end of 2010, China had a population of 1,354 million people, GDP of USD 5,267.1 billion and a retail market size of Won 2,771 trillion. The discount store industry accounts for Won 164
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trillion, which is 5.9% of the retail market in China. Based on China’s GDP growth, the retail market has shown rapid increase in size.
Trends in market size in China
2008 2009 2010
Population (Million people) 1,328 1,334 1,354
GDP (USD 100 million) 42,641 46,654 52,671
Per capita (USD) 3,212 3,497 3,889
Growth rate (%) 9.0 7.5 8.5
Consumer price index (%) 5.8 0.1 0.7
Size of retail market (Trillion Won) 2,170 2,452 2,771
Discount store (Trillion Won) 105 131 164
ii. Company overview
Starting with the acquisition of eight Makro stores in China in June 2008, the Company opened one discount store in Beijing and two discount stores in Qingdao through separate corporate entities. In December 2009, the Company acquired a large mart chain, Times, to secure its position in China. As of the end of the first half of 2011, the Company was operating 81 discount stores (plus one store operated by Jilin Lottemart Co., Ltd.) in China. The Company plans to actively advance into the China market.
Status of stores in China
(Unit: stores)
Division 2008 2009 2010 2011 (1H)
Number of stores
Shanghai - 68 69 69
Qingdao - 2 3 2
Beijing 8 9 9 9
Shenyang - - 1 1
Total 8 79 82 81
Increase (decrease) 8 71 3 (1)
d. PT Lotte Shopping Indonesia and PT Lotte Mart Indonesia
i. Industry overview
As of the end of 2010, Indonesia had a population of 234 million people, GDP of USD 578.3 billion and a retail market size of Won 114 trillion. The discount store industry accounts for Won 930 million, which is 1.3% of the retail market in Indonesia. Indonesia has been showing steady economic growth in recent years, which has contributed to the growth of its retail market.
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Trends in the market size in Indonesia
2008 2009 2010
Population (Million people) 228 231 234
GDP (USD 100 million) 5,115 5,274 5,783
Per capita (USD) 2,245 2,285 2,474
Growth rate (%) 6.1 2.5 3.5
Consumer price index (%) 9.8 6.1 5.9
Size of retail market (Trillion Won) 108 111 114
Discount store (Trillion Won) 2 2 2
ii. Company overview
In Indonesia, the Company acquired 19 Makro stores in November 2008 and opened up three stores in 2010 and one store in 2011. As of the end of the first half of 2011, the Company was operating 23 stores. The Company plans to actively advance into the Indonesian market.
Status of stores in Indonesia
(Unit: stores)
Division 2008 2009 2010 2011 (1H)
Number of stores 19 19 22 23
Increase (decrease) 19 - 3 1
3. Financial business sector segment
a. Lotte Card
i. Industry overview
Status of credit card business (As of end of December 2010)
Type Company Name Number of companies
Dedicated credit card companies
Lotte, Samsung, Hyundai, Shinhan, Hana SK, BC, KDB Capital
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Banks with credit card business
Kyongnam Bank, Kookmin Bank, Industrial Bank, Nonghyup Bank, Daegu Bank, Busan Bank, Woori Bank, SC Jeil Bank, Citibank Korea, Suhyup Bank, Jeonbuk Bank, Kwangju Bank, Korea Exchange Bank
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Source: Press Release from the Credit Finance Association (published August 2011)
Credit card issues issuance and usage data
Year Number of credit cards (thousand cards)
Number of card holders (thousand persons)
Credit card charge volume (trillion Won)
2007 8,956 6,608 413.4
2008 9,624 7,351 463.3
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Year Number of credit cards (thousand cards)
Number of card holders (thousand persons)
Credit card charge volume (trillion Won)
2009 10,699 7,795 470.9
2010 11,659 8,428 517.4
2011 1Q 11,950 N/A(1)
133.7
Source: Press Release from Financial Supervisory Service (published August 2011)
Note:
(1) Data unavailable for interim periods.
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, %)
Division 2009 2010 2011 (1Q)
Credit card market size by charge volume 470.9 517.4 133.7
Lotte Card’s charge volume 30.7 38.7 22.9
Market share (%) 6.5% 7.5% 8.2%
_________________ Note: Accumulated total of records for the domestic and foreign payment handling on the lump-sum payments, instalments, cash services, card loans, etc. Source: Financial Statistics Information System, Financial Supervisory Service
※ Statistical data for the second quarter of 2011 has not been announced by the Financial Supervisory Service.
Lotte Card cardholder trend (Unit: million persons)
2006 2007 2008 2009 2010 2011 (1H)
Number of cardholders
(1)
5.8 6.1 6.8 7.8 10.0 10.3
__________________ Notes: (1) Calculated based on internal reporting standard and not the Financial Supervisory Service’s standards.
b. eB Card
i. Industry overview
A prepaid card is one of the electronic currencies used for transportation service payments. Prepaid cards are expected to be used in the transportation and distribution sectors throughout Korea.
Competitive situation
Comparisons of competitors in 2010
MYBI eB Card Korea Smart Card
Card Name MYBI Card Cash Bee T Money
Service area Busan, Ulsan, Gyeongnam Gyeonggi Province, Seoul, Jeju, Pohang,
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Comparisons of competitors in 2010
MYBI eB Card Korea Smart Card
Province, etc. Incheon, Chungnam Province, etc.
etc.
Number of cards in distribution
23.37 million cards 10.51 million cards 36.71 million cards
Amount in use Won 1.2 trillion Won 1.697 trillion Won 2.85 trillion
Bus 9,800 buses 17,201 buses 9,000 buses
Taxi 43,379 taxies 32,217 taxies 82,395 taxies
Subway 93 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,” and as of April 2011, eB Card had issued 440,000 Cash Bee cards. Card users can use and recharge Cash Bee cards anywhere in Korea and link their cards with their Lotte membership to accumulate points. In addition, eB Card builds and manages automatic fare collection (AFC) systems. Based on the build-operate-transfer (BOT) model, eB Card recoups it building costs and receives profits though the commission it receives with each transaction incurred during the contracted operating period of its transportation card system for buses and taxies. The business areas for eB Card include Gyeonggi province, Incheon metropolitan city, Chungnam province and Gangwon province. Recently, eB Card has been selected to build AFC systems for the subway system, and as such eB Card intends to expand in this business sector.
Trends in market share
(Unit: million Won, %)
Division 2009 2010 2011 (1H)
Market size for prepaid cards 1,654 1,914 1,190
EB Card 322 388 233
Market share (%) 19.4% 20.2% 19.5%
4. Other Business Areas
a. Lotte Super
i. Industry overview
In 2010, the size of the supermarket segment of the Korean retail market was estimated at Won 24.4 trillion and showed a growth rate of approximately 4.3%, which was less than originally expected due to competition between supermarket companies and small/medium-sized merchants. The market for the supermarket business in 2011 is expected to show a growth lower than that in previous years due to difficulties in the store opening for supermarket companies following the amendments to laws related to the supermarket industry. Accordingly, the industry is seeking various ways, including the diversification of store formats and new business developments, among others, to increase its business.
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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 internet 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.
b. Lotte Cinema
i. Industry overview
Although the number of moviegoers in Korea decreased to 146.81 million in 2010 from 154.91 million in the previous year, sales from moviegoers increased to a record Won 1,150.1 billion in 2010, an increase of 5.1% compared to the previous year. The increased sales were a result of diversification of movie formats, such as 3D and IMAX among others, which allowed cinemas to charge higher ticket prices.
ii. Company overview
As of the first half of 2011, Lotte Cinema operated 70 movie cinemas. In addition, Lotte Cinema has entered the Vietnamese market in May 2008 and was the first Korean company to do so. In December 2010, Lotte Cinema opened its first cinema in Songshan, China, as part of its plan to expand in overseas markets.
Trends in market share
(Unit: 1,000 persons, %)
Division 2009 2010 2011 (1H)
Size of the movie cinema market
154,907 146,808 68,300
Lotte Cinema 35,797 36,978 17,955
Market share (%) 23.1% 25.2% 26.3%
* Based on number of audiences, and including cinemas operated on commissioned basis.
c. Woori Home Shopping
i. Industry overview
(1) TV home shopping
Five companies are currently running businesses in the TV home shopping industry in Korea; Woori Home Shopping, Hyundai Home Shopping and NS Home Shopping joined the market in 2001, while Korea Home Shopping (currently GS Home Shopping) and 39 Home Shopping (currently CJ Home Shopping) started their businesses in 1995. TV home shopping companies are program providers who run their business under the approval from Korea Communications Commission.
(2) Internet shopping mall
The internet shopping business delivers product information directly to consumers through from wholesalers, among others, using computers and provides increased shopping convenience for customers.
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(3) Catalogue
The catalogue business sends catalogues describing information for various products to selected customers and receives orders for products through those catalogues and sells products.
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 internet shopping mall and catalogue shopping business.
Trend in market share
(Unit: million Won, %)
Division 2009 2010 2011 (1H)
Market size 2,287,871 2,636,619 1,503,096
Lotte Home Shopping 434,091 549,844 308,299
Market share (%) 18.97% 20.85% 20.51%
※ Based on publicly disclosed total sales data for the Company’s competitors in Korea (excluding NS Home Shopping).
d. Korea Seven / Buy the way
i. Industry overview
Convenience stores differ from other retailing formats in that they provide various services and conveniences on a timely and assessable basis in addition to products, and are expected to continue to steadily grow in Korea due to favorable socioeconomic trends. However, since 2010, increased competition regarding store openings has resulted in accelerated market fragmentation which has also impacted sales at existing stores.
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 1999. Korea Seven acquired 100% of the capital stock of Buy the way, which also operates convenience stores in Korea, in 2010. As of the end of the first half of 2011, the Company was operating 5,360 convenience stores throughout Korea.
Trends in market share
(Unit: stores, %)
Division 2009 2010 2011 (1H)
Market size for convenience stores 14,123 16,898 18,226
Korea Seven 2,186 3,145 3,754
Market share (%) 15.5% 18.6% 20.6%
Buy the way 1,494 1,655 1,606
Market share (%) 10.6% 9.8% 8.6%
※ Estimated based on publicly available sales data for competitors published by Retail Magazine and the Convenience Store
Association.
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e. Lotte Boulangerie
i. Industry overview
The bakery industry in Korea is expected to continue its stable growth, as demand for baked goods further increases as the diet of Korean consumers continue to be westernized and rice consumption decreases. The bakery industry can be divided into franchise, individual and in-store bakeries sectors. In-store bakeries have shown rapid growth corresponding to the rapid growth of large discount stores, but currently appear to be stagnant due to the limited number of new in-store locations that become available. Franchise bakeries, which account for approximately 65% to 70% of the bakery industry, have shown continuous growth, whereas the relative proportion of individual bakeries is gradually decreasing.
ii. Company overview
Lotte Boulangerie, a subsidiary of the Company, provides customers with fresh baked goods through production and supply of dough baked goods to various sales outlets. Lotte Boulangerie operates in-store bakeries in Lotte Department Stores and Lotte Marts among others, while also operating franchise shops.
Trends in market share
(Unit: million Won, %)
Division 2009 2010 2011 (1H)
Market size for bakery 2,112,266 2,470,656 1,450,000
Lotte Boulangerie 74,266 87,890 51,553
Market share (%) 3.52% 3.56% 3.56%
※ Based on total sales data publicly disclosed by the Company’s competitors (including Paris Croissant, Crown Bakery, Shilla Bakery, Tous les jours, Chosun Hotel Bakery, Artisee Boulangerie and Fauchon).
f. Lotte Shopping Holdings (Singapore) and Lotte Shopping Holdings (Hongkong)
As of 30 June 2011, Lotte Shopping Holdings (Singapore) holds shares in distribution companies in India, Indonesia and Vietnam, while Lotte Shopping Holdings (Hongkong) 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)
Lotte Shopping India Pvt., Ltd.
100% 16 Distribution
PT Lotte Shopping Indonesia
25% 77,057 Distribution (mart)
PT Lotte Mart Indonesia 99% 85,386 Distribution (mart)
Lotte Hotel & Retail Vietnam PTE. LTD.
40% 43,124 Investment company
PT Lotte Shopping Plaza Indonesia
99% 16,010 Distribution (department store)
HONGKONG:169002.4
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Name of holding company
Name of subsidiaries Shareholding
ratio* Book value for
investment stock Business
Type
Lotte Shopping Holdings (Hongkong)
Lotte Business Management (Tianjin) Co., Limited*
100% 43,124 Distribution (department store)
Lotte Mart China Co., Limited
100% 681,159 Distribution (mart)
LHSC Ltd. 49.46% 68,779 Investment company
LotteMart Global Sourcing Center Co., Limited
100% 539 Distribution
Liaoning Lotte Mart Co., Limited
59.22% 16,172 Distribution (mart)
Qingdao Lotte Mart Co., Limited
46% 32,343 Distribution (mart)
Lotte Department Store (Shenyang) Co., Ltd
100% 3,234 Distribution (department store)
Lotte International Department Store (Weihai) Co., Ltd
100% 3,234 Distribution (department store)
Jilin Lottemart Co., Ltd. 100% 16,172 Distribution (mart)
LHSC Ltd.
Lucky Pai Ltd. 63.22% 128,102 Distribution (home shopping)
* As of June 2011 (exchange rate of 1USD = KRW 1,078.1) * Financial statements are prepared separately under Singapore FRS and HK FRS
g. Lotte Songdo Shopping Town
The Company is planning to construct Lotte Songdo Shopping Town, a mixed-use shopping complex in Songdo, Incheon, and has completed its land purchases in connection with this project. The Company is aiming to open the Lotte Songdo Shopping Town complex in or after 2015.
h. Lucky Pai Limited
Lucky Pai Limited, a subsidiary of the Company in China, has its headquarters in Shanghai and operates its businesses in Chongqing and the Shandong, Yunnan, Henan, and Heilongjiang provinces in China.
(1) TV home shopping
With respect to Lucky Pai’s TV home shopping business, Lucky Pai has partnered with Chongqing TV, which has a nationwide home shopping broadcasting license to obtain ability to broadcast nationwide in China. Lucky Pai plans to gradually expand its geographical scope of operations in light of China’s current logistics and shipping environment.
HONGKONG:169002.4
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(2) Internet shopping mall
Although Lucky Pai’s current internet shopping mall business is limited, Lucky Pai intends to expand its internet shopping mall business, beginning in Chongqing. Lucky Pai is undergoing system upgrades and improvements to its operations and intends to expand its operations geographically as such upgrades and improvements are completed.
(3) Catalogue
Lucky Pai’s catalogue business is still under development. Lucky Pai intends to expand its catalogue business following the stabilization of its TV home shopping and internet shopping mall businesses.
B. Production and Facilities
1. Plans for the establishment of new stores
Division Store Location Expected establishment date
Remarks
Department Stores
Gimpo Sky Park Store
Banghwa-dong, Gangseo-gu, Seoul, Korea
December 2011
Outlet Paju Premium Outlet
Munbal-ri, Gyoha-eup, Paju-si, Gyeongi-do, Korea
December 2011
Discount Stores
Wonju Commercial Land in Bonghwa Housing Land Development District, Dangye-dong, Wonju-shi, Korea
October 2011
Yesan Sanseong-ri, Yesan-eup, Yesan-gun, Chungnam, Korea
October 2011
Namwon Hyanggyo-dong, Namwon-shi, Jeonbuk, Korea
November 2011
Busan Dadea Dadae-dong, Saha-gu, Busan, Korea
December 2011
Cheongju Biha
Biha-dong, Heungdeok-gu, Cheong-shi, Korea December 2011
Naju Songwol-dong, Naju-shi, Jeonnam, Korea December 2011
Gimpo Sky Banghwa-dong, Gangseon-gu, Seoul, Korea December 2011
* The above plans may change subject to market conditions.
2. Plans for new establishment and purchase of facilities
a. Investments under progress
(Unit: 100 million Won)
Division Type Investment period (years)
Investment asset
Investment effect
Total investment
Prior Investment
Future investment
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Department store
New investment
2011 Tangible asset
Increase of sale
8,216 2,562 5,654
Discount store (domestic)
New investment
2011 Tangible asset
Increase of sale
5,035 676 4,359
※ The above plans may change subject to market conditions.
b. Future investment plans
(Unit: 100 million Won)
Business area
Project name
Expected investment Expected yearly investment Effect
Asset type Amount 2011 2012 2013
Department store
New openings and ordinary investments
Tangible asset 29,937 13,268 10,008 6,660 Sales
increase
Discount store
New openings and ordinary investments
Tangible asset 14,664 6,525 4,733 3,406 Sales
increase
※ The above plans may change subject to market conditions.
C. Sales
(Unit: million Won)
Division Type Product 42
nd Fiscal Year
(first half) 41
st Fiscal Year
(first half)
Department Store
Products Clothes, etc.
Export
Domestic 3,703,662 3,151,041
Total 3,703,662 3,151,041
Goods
Export
Domestic - -
Total - -
Others Rental fee, etc.
Export
Domestic 249,182 214,903
Total 249,182 214,903
Total 3,952,844 3,365,944
Discount Store
Products Food, etc.
Export
Domestic 3,918,120 3,223,965
Total 3,918,120 3,223,965
Goods
Export
Domestic - -
Total - -
Others Rental fee, etc.
Export
Domestic 206,526 167,195
Total 206,526 167,195
Total 4,124,646 3,391,160
HONGKONG:169002.4
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Division Type Product 42
nd Fiscal Year
(first half) 41
st Fiscal Year
(first half)
Financial
Products
Export
Domestic 2,609
Total 2,609 -
Goods
Export
Domestic -
Total - -
Others Fees and commissions, etc.
Export
Domestic 763,617 638,539
Total 763,617 638,539
Total 766,226 638,539
Misc.
Products Food, etc.
Export
Domestic 1,613,456 1,023,710
Total 1,613,456 1,023,710
Goods Food, etc.
Export
Domestic 37,785 42,484
Total 37,785 42,484
Others Rental fee, etc.
Export
Domestic 381,179 299,733
Total 381,179 299,733
Total 2,032,420 1,365,927
Total
Products Clothes, food, etc.
Export - -
Domestic 9,237,847 7,398,716
Total 9,237,847 7,398,716
Goods Clothes, food, etc.
Export - -
Domestic 37,785 42,484
Total 37,785 42,484
Others Rental fee, etc.
Export - -
Domestic 1,600,504 1,320,370
Total 1,600,504 1,320,370
Total 10,876,136 8,761,570
D. Risk Management
See Note 6 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for the sixth-month period ended 30 June 2011.
E. Derivative Instruments and Hedge Accounting
1. Currency swap contracts
(Unit: million Won, except per share amounts or as otherwise indicated)
Date of contract
(YYYY/MM/DD)
Date of expiration
(YYYY/MM/DD)
Purchased currency
Purchased amount Swap price Sold
currency Sold amount (in millions)
Gain/Loss from cash flow risk a
version Contracting bank
Prior period
(10 years)
Increase (decrease)
Total
2008/09/29 2011/09/29 KRW 111,672 10 JPY 11,000 (1,153) 824 (329) Mizuho Corporate Bank
Total 111,672 - - 11,000 (1,153) 824 (329)
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Date of contract
(YYYY/MM/DD)
Date of expiration
(YYYY/MM/DD)
Purchased currency
Purchased amount Swap price Sold
currency Sold amount (in millions)
Gain/Loss from cash flow risk a
version Contracting bank
Prior period
(10 years)
Increase (decrease)
Total
2008/10/17 2011/10/17 KRW 55,650 1,113 USD 50 (1,594) 446 (1,148) BNP Paribas bank
2008/10/17 2011/10/17 KRW 55,650 1,113 USD 50 (1,560) 395 (1,165) DBS bank
2008/10/17 2011/10/17 KRW 55,650 1,113 USD 50 (1,590) 441 (1,149) ING bank
2008/10/17 2011/10/17 KRW 55,650 1,113 USD 50 (1,535) 380 (1,155) CREDIT AGRICOLE
2008/10/17 2011/10/17 KRW 56,400 1,128 USD 50 (2,669) 1,437 (1,232) Bank of Nova Scotia
2008/10/17 2011/10/17 KRW 55,650 1,113 USD 50 (1,321) 182 (1,139) Bank of America
Total 334,650 - - 300 (10,269) 3,282 (6,987)
2009-06-26 2012-06-26 KRW 131,000 13 JPY 10,000 (587) 833 246 Mizuho Corporate Bank
Total 131,000 - - 10,000 (587) 833 246
2010-05-20 2013-05-20 KRW 111,700 1,117 USD 100 (4,518) 1,915 (2,603) Mizuho Corporate Bank
Total 111,700 - - 100 (4,518) 1,915 (2,603)
2010-06-29 2012-06-29 KRW 122,500 1,225 USD 100 (2,289) 989 (1,300) BNP Paribas bank
Total 122,500 - - 100 (2,289) 989 (1,300)
2010-09-30 2011-09-30 KRW 116,400 1,164 USD 100 (813) (132) (945) CREDIT AGRICOLE
Total 116,400 - - 100 (813) (132) (945)
2011-03-17 2014-03-17 KRW 112,500 1,125 USD 100 (3,156) (3,156) Mizuho Corporate Bank
2011-03-17 2014-03-17 KRW 112,500 1,125 USD 100 (3,180) (3,180) Bank of Tokyo-
Mitsubishi UFJ
Total 112,500 - - 100 0 (6,336) (6,336)
2. Put option contracts
See Note 22 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for the six month period ended 30 June 2011.
F. Important Management Contracts
1. Department store business
HONGKONG:169002.4
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The Company has entered into management contracts to manage certain department stores owned by its subsidiaries, Lotte Midopa, Lotte Station Building and Lotte Square. In return, the Company receives management fees from such subsidiaries equal to 10% to the operating income (before depreciation expenses) for the relevant department store, which is accounted for as other operating income.
In addition, the Company has entered into a management contract to allow International Business Centre Corporation to manage the Diamond Plaza department store in Vietnam. The Company receives management fees of US$372,690 per year pursuant to this contact, which is also accounted for as other operating profits.
The Company has also entered into lease agreements with Lotte Midopa and Lotte Building Station in connection with the Young Plaza stores.
(Unit: thousand Won)
Category Address Lease Start Date
Lease End Date
Lease Deposit
Monthly Lease
Lotte Midopa Namdaemunro, Jung-gu, Seoul, Korea
18 November 2003
17 November 2023
36,500,000 355,000
Lotte Station Building
Nammunno, Sangdang-gu, Cheongju-si, Chungbuk, Korea
23 February 2007
22 February 2027
5,800,000 231,063
2. Credit card business
Lotte Card, a subsidiary of the Company, has entered into card issuance agreements with American Express Company, Master Card International, Visa International and JCB International. Lotte Card pays a fixed royalty rate based on the transaction amount.
3. Miscellaneous businesses
a. Woori Home Shopping
Woori Home Shopping, a subsidiary of the Company, has entered into cooperation and joint card agreements with BC Card and Shinhan Card. In addition, Woori Home Shopping has entered into a distribution agreement with Korea Express. Woori Home Shopping has also entered into multiple broadcasting agreements with cable TV operators.
b. Korea Seven
Korea Seven, a subsidiary of the Company, entered into an agreement with 7-Eleven, Inc. to use the 7-Eleven trademark and related operation technology to operate 7-Eleven convenience stores. Pursuant to the agreement, Korea Seven pays between 0.6% and 1% of its gross sales as a licensing fee for using 7-Eleven technology.
In addition, since 1 January 2003, 7-Eleven Inc. has an option to purchase 10% of Korea Seven’s shares on 1 January of each year, provided that it may not purchase more than 10% of such shares in the aggregate.
See Note 34 of the notes to the attached condensed consolidated interim financial statements of the Company as of and for the six month period ended 30 June 2011.
HONGKONG:169002.4
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III. Financial Matters
Please refer to the Company’s condensed consolidated interim financial statements as of and for the six month period ended 30 June 2011 and the related notes attached to this report.
HONGKONG:169002.4
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IV. Auditor’s Opinion
A. Audit (Review) Opinion on Consolidated Financial Statements
1. Name of Auditor / Accountants
42nd
fiscal year (1st
half) 41st
fiscal year 40th
fiscal year
Samjong KPMG Samjong KPMG Samjong KPMG
2. Audit (Review) Opinion
a. Audit (Review) for the Current Business Half-year
The auditor has reviewed the consolidated statements of financial position of Lotte Shopping Co., Ltd. and its subsidiary companies as attached as of 30 June 2011 and 31 December 2010 and the consolidated statements of income, consolidated statements of changes in equity and consolidated statements of cash flows as of 30 June 2011 and 2010. See the independent auditor’s review report included in the attached condensed consolidated interim financial statements of the Company as of and for the six month period ended 30 June 2011.
3. Audit Contracts
(Unit: million Won, hours)
Term Auditor Division Fee Total hours
42nd
fiscal year (1
st half)
Samjong KPMG
Semi-annual financial statements 500 4,750
41st fiscal year Samjong
KPMG Review of quarterly and semi-annual financial statements Audit of non-consolidated and consolidated financial statements
500 6,300
40th fiscal year Samjong
KPMG Review of quarterly and semi-annual financial statements Audit of non-consolidated and consolidated financial statements
500 6,620
4. Contracts regarding Non-Audit Services with Outside Auditor
(Unit: million Won)
Term Date of conclusion
Division Service period
Fee Remarks
42nd
fiscal year (1
st half)
N/A
41st fiscal year
N/A
40th fiscal year N/A
HONGKONG:169002.4
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V. Corporate Governance and Affiliates Companies
A. Matters regarding Board of Directors
1. Overview of Board of Directors
a. Composition of Board of Directors
1. Currently, the Company’s board of directors (the “Board of Directors”) is comprised of 11 directors, of whom six are outside directors.
2. 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 and an Outside Director Nomination 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) Currently composed of 3 outside directors
Park, Kyungbeom; Kim, Sehun; Lee, Hongroh (from 26 March 2010)
① The committee audits the Company’s
accounting and operations. ② The committee reviews the
appropriateness of its performances and regulations every year. If necessary, it proposes revisions to the Board of Directors. ③ The committee handles the issues
specified in the Paragraph 1, 2 or by laws or the Articles of Incorporation and issues delegated by the Board of Directors.
Outside Director Nomination Committee
Two or more directors (at least half of whom must be outside directors) Currently composed of 1 outside director and 1 standing director
Lee, Chulwoo; Park, Kyungbeom (from 26 March 2010)
① The committee recommends candidates
for outside directors to the general meeting of shareholders. ② The committee must recommend those
candidates recommended by shareholders with applicable rights under Clause 2 of Article 542 of the Commercial Code. ③ The committee handles the issues
specified in Paragraphs 1 and 2 above or by laws or Articles of Incorporation and issues delegated by the Board of Directors.
HONGKONG:169002.4
25
B. Affiliated Companies
1. Overview of affiliates
(As of 30 June 2011) (Unit: %)
Division
Investee company
Lotte Confectionery Co., Ltd.
Lotte Chilsung Beverage Co. Ltd.
Lotte Samkang Co., Ltd.
Lotte Aluminum Co., Ltd.
Lotte Ham Co., Ltd.
Lotte Construction Co., Ltd.
Lotte International Co., Ltd.
Lotte Shopping Co., Ltd.
Lotte Giants Co., Ltd.
Lotteria Co., Ltd.
Honam Petrochemical Corp
Korea Fuji Film Corp
Daehong Communications
Lotte Cannon Co., Ltd.
Lotte Station Building Co., Ltd.
Lotte Corporation Co., Ltd.
Lotte.com Co., Ltd.
Lotte Logistics Co., Ltd.
Lotte Capital Co., Ltd.
Lotte Data Communication Company
Korea seven Co., Ltd.
Lotte Fresh Delica Co., Ltd.
Lotte Boulangerie Co., Ltd.
Lotte Asahi Liquor Co., Ltd.
Lotte Pharm
Co., Ltd.
Lotte Midopa Co., Ltd.
Lotte Card Co., Ltd.
Si-tech Co., Ltd.
Inv
es
tor c
om
pan
y
Lotte Confectionary Co., Ltd.
1.0 11.7 (8.1)
9.8 1.4 8.5 30.0 9.8 0.9 8.9 0.0 11.3 4.6 6.1 16.6 9.0 100.0
Lotte Chilsung Beverage Co. Ltd.
- 9.8 0.1 3.1 1.9 4.3 20.0 1.3 5.0 0.0 7.0 4.6 1.5 1.5 9.0 85.0
Lotte Samkang Co., Ltd.
0.0 0.4 5.0 7.5 1.2 0.4 9.0
Lotte Aluminum Co., Ltd.
15.3 8.9 (3.9)
- 11.3 6.2 5.0 2.6 5.6
Lotte Ham Co., Ltd.
45.0 1.2 10.0 0.5
Lotte Construction Co., Ltd.
1.3 0.5 - 6.0 1.0 11.8
Hotel Lotte Co., Ltd.
3.2 5.9 (4.8)
8.6 13.0 0.3 38.3 34.6 9.6 19.6 13.6 7.1 12.8 28.9 31.1 17.2 8.8 26.6 2.9 27.1 1.2
Busan Lotte Hotel Co., Ltd.
4.8 3.9 0.8 11.8 1.0 11.5 1.0
Lotte International Co., Ltd
- 1.0 56.8 1.0 0.2
Lotte Shopping Co., Ltd.
6.0 10.6 - 30.0 32.2 30.0 25.0 34.4 4.6 20.2 51.4 90.5 79.0 92.5
Lotte Logistics Corp.
0.9 13.7 9.0 - 13.9
Lotteria Co., Ltd.
2.0 0.2 1.0 - 2.1 12.5 17.3 2.6 34.5
Honam Petrochemical Corp.
29.5 - 4.6 27.1 50.0
Korea Fuji Film Co., Ltd.
0.1 8.5 9.0 - 3.5 1.7
Daehong Communications Inc.
0.8 3.1 1.1 - 2.9 18.3 8.2 28.1
Lotte Corporation Co., Ltd.
33.6 -
HONGKONG:169002.4
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Division
Investee company
Lotte Confectionery Co., Ltd.
Lotte Chilsung Beverage Co. Ltd.
Lotte Samkang Co., Ltd.
Lotte Aluminum Co., Ltd.
Lotte Ham Co., Ltd.
Lotte Construction Co., Ltd.
Lotte International Co., Ltd.
Lotte Shopping Co., Ltd.
Lotte Giants Co., Ltd.
Lotteria Co., Ltd.
Honam Petrochemical Corp
Korea Fuji Film Corp
Daehong Communications
Lotte Cannon Co., Ltd.
Lotte Station Building Co., Ltd.
Lotte Corporation Co., Ltd.
Lotte.com Co., Ltd.
Lotte Logistics Co., Ltd.
Lotte Capital Co., Ltd.
Lotte Data Communication Company
Korea seven Co., Ltd.
Lotte Fresh Delica Co., Ltd.
Lotte Boulangerie Co., Ltd.
Lotte Asahi Liquor Co., Ltd.
Lotte Pharm
Co., Ltd.
Lotte Midopa Co., Ltd.
Lotte Card Co., Ltd.
Si-tech Co., Ltd.
Lotte Capital Co., Ltd.
- 4.6
Lotte Data Communication Company
5.0 1.1 5.2 5.6 0.2 -
KP Chemical Corp.
8.1 1.2
Lotte Card Co., Ltd.
1.6 (0.3)
-
Lotte.com Co., Ltd.
0.8 -
Lotte Midopa Co., Ltd.
3.0 6.0 3.7 6.0 4.4 8.2 2.1 -
Lotte Boulangerie Co., Ltd.
0.5 -
Lotte Fresh Delica Co., Ltd.
5.0 -
Lotte Station Building Co., Ltd.
0.8 -
Lotte Insurance Co., Ltd.
Lotte Liquor BG Co., Ltd.
Sambark LFT Co., Ltd.
Mybi Co., Ltd.
Korea Seven Co., Ltd.
Lotte Asset Development Co., Ltd.
Buy the way Inc.
Lotte DF Global Co., Ltd.
eB Card Co., Ltd.
Hyundai Information Technology
Chung-buk Soju
Total 24.6 34.1
(17.1) 36.7 42.1 46.8 91.0 82.2 38.0 100.0 83.8 47.3 74.5 68.8 50.0 45.5 31.1 88.1 49.7 88.3 73.6 81.9 81.4 90.5 85.0 100.0 79.0 99.4 50.0
※ The preferred stock equity ratio for Lotte Chilsung Beverage Co. Ltd is indicated separately in parentheses.
HONGKONG:169002.4
27
Investee company
KP Chemical Corp
KP Chemtech
FRL Korea
Wellga Cheongra Energy
Daesan MMA
Woori Home Shopping Co. Ltd
Lotte JTB Co., Ltd.
Lotte Assets Development Co., Ltd.
D-Cinema of Korea
Lotte Insurance
Sanjung Beverage
Hayo Technology
Changdae Trading Co., Ltd.
KI Bank Co., Ltd.
Lotte Jeju Resort
Lotte Buyeo Resort
Lotte Liquor BG Co., Ltd.
CH beverage Lotte Wine
Sambark Sambark LFT
Inve
sto
r com
pa
ny
Lotte Confectionary Co., Ltd.
7.2 12.5 11.1
Lotte Chilsung Beverage Co. Ltd
14.1 100.0 100.0 12.5 11.1 100.0 100.0
Lotte Samkang Co., Ltd.
100.0
Lotte Aluminum Co., Ltd.
Lotte Ham Co., Ltd.
Lotte Construction Co., Ltd.
50.0 11.8 12.5 22.2
Hotel Lotte Co., Ltd.
7.2 27.7 37.5 22.2
Busan Lotte Hotel Co., Ltd.
2.0
Lotte International Co., Ltd
11.1
Lotte Shopping Co., Ltd.
49.0 53.0 32.0 50.0 12.5 22.2
Lotte Logistics Corp.
Lotteria Co., Ltd.
Honam Petrochemical Corp.
51.9 50.0 14.4 91.0 93.3 76.5
Korea Fuji Film Co., Ltd.
Daehong Communications INC.
4.6 12.5
Lotte Corporation Co., Ltd.
Lotte Capital Co., Ltd.
Lotte Data Communication Company
27.6
KP Chemical Corp.
- 100.0 6.2
Lotte Card Co., Ltd.
2.9
Lotte.com Co., Ltd.
50.0 27.6
Lotte Midopa Co., Ltd.
7.2
Lotte Boulangerie Co., Ltd.
Lotte Fresh Delica Co., Ltd.
Lotte Station Building Co., Ltd.
22.7
HONGKONG:169002.4
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Investee company
KP Chemical Corp
KP Chemtech
FRL Korea
Wellga Cheongra Energy
Daesan MMA
Woori Home Shopping Co. Ltd
Lotte JTB Co., Ltd.
Lotte Assets Development Co., Ltd.
D-Cinema of Korea
Lotte Insurance
Sanjung Beverage
Hayo Technology
Changdae Trading Co., Ltd.
KI Bank Co., Ltd.
Lotte Jeju Resort
Lotte Buyeo Resort
Lotte Liquor BG Co., Ltd.
CH beverage Lotte Wine
Sambark Sambark LFT
Lotte Insurance Co., Ltd.
5.0
Lotte Liquor BG Co., Ltd.
- 100.0
Sambark LFT Co., Ltd.
6.7 -
Mybi Co., Ltd.
Korea Seven Co., Ltd.
Lotte Asset Development Co., Ltd.
Buy the way Inc.
Lotte DF Global Co., Ltd.
eB Card Co., Ltd.
Hyundai Information Technology
Chung-buk Soju
Total 51.9 100.0 49.0 100.0 50.0 50.0 53.0 50.0 100.0 50.0 62.0 100.0 93.9 100.0 55.2 100.0 100.0 100.0 100.0 100.0 100.0 76.5
Investee company
Mybi Busan Hanaro Card
Busan Lotte Hotel
Kirin Han Paysys
Universal Studios Korea Resort Development
Lotte Gimhae Development
Buy the way Inc.
Lotte Square
Lotte Suwon Station Shopping Town
Lotte DF Global
Lotte DF Retail
eB Card Gyeonggi Smartcard
Inchon Smartcard
Chungnam Smartcard
Universal Studios Korea Resort Asset Management Corporation
DACC Bliss NCF Co. Ltd.
Pasteur Milk
Honam Mitsui Chemicals
Mobizap Media
Hyundai Information Technology
Hyunjung RNS
M.Hub
Lotte Songdo Shopping Town
Chung-buk Soju
HUI
Inve
sto
r com
pa
ny
Lotte Confectionary Co., Ltd.
100.0
Lotte Chilsung Beverage Co. Ltd
Lotte Samkang Co., Ltd.
100.0
Lotte Aluminum Co., Ltd.
Lotte Ham Co., Ltd.
Lotte Construction Co., Ltd.
Hotel Lotte Co., Ltd.
0.0 33.9 91.9
Busan Lotte Hotel Co., Ltd.
4.1
Lotte International Co., Ltd
Lotte Shopping Co., Ltd.
100.0 100.0 95.0 30.0 94.5 39.2
HONGKONG:169002.4
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Investee company
Mybi Busan Hanaro Card
Busan Lotte Hotel
Kirin Han Paysys
Universal Studios Korea Resort Development
Lotte Gimhae Development
Buy the way Inc.
Lotte Square
Lotte Suwon Station Shopping Town
Lotte DF Global
Lotte DF Retail
eB Card Gyeonggi Smartcard
Inchon Smartcard
Chungnam Smartcard
Universal Studios Korea Resort Asset Management Corporation
DACC Bliss NCF Co. Ltd.
Pasteur Milk
Honam Mitsui Chemicals
Mobizap Media
Hyundai Information Technology
Hyunjung RNS
M.Hub
Lotte Songdo Shopping Town
Chung-buk Soju
HUI
Lotte Logistics Corp.
Lotteria Co., Ltd.
Honam Petrochemical Corp.
56.0 50.0
Korea Fuji Film Co., Ltd.
Daehong Communications INC.
60.0 82.6
Lotte Corporation Co., Ltd.
Lotte Capital Co., Ltd.
Lotte Data Communication Company
45.1 31.5 5.0 52.3
KP Chemical Corp.
Lotte Card Co., Ltd.
5.0 95.0
Lotte.com Co., Ltd.
Lotte Midopa Co., Ltd.
19.6
Lotte Boulangerie Co., Ltd.
Lotte Fresh Delica Co., Ltd.
Lotte Station Building Co., Ltd.
31.4
Lotte Insurance Co., Ltd.
Lotte Liquor BG Co., Ltd.
100.0
Sambark LFT Co., Ltd.
Mybi Co., Ltd. - 60.0 19.6
Korea Seven Co., Ltd.
100.0
Lotte Asset Development Co., Ltd.
14.8 5.0 30.2 9.8
Buy the way Inc.
Lotte DF Global Co., Ltd.
96.4
eB Card Co., Ltd.
100.0 100.0 100.0
Hyundai Information Technology
100.0
HONGKONG:169002.4
30
Investee company
Mybi Busan Hanaro Card
Busan Lotte Hotel
Kirin Han Paysys
Universal Studios Korea Resort Development
Lotte Gimhae Development
Buy the way Inc.
Lotte Square
Lotte Suwon Station Shopping Town
Lotte DF Global
Lotte DF Retail
eB Card Gyeonggi Smartcard
Inchon Smartcard
Chungnam Smartcard
Universal Studios Korea Resort Asset Management Corporation
DACC Bliss NCF Co. Ltd.
Pasteur Milk
Honam Mitsui Chemicals
Mobizap Media
Hyundai Information Technology
Hyunjung RNS
M.Hub
Lotte Songdo Shopping Town
Chung-buk Soju
HUI
Chung-buk Soju - 72.0
Total 54.1 60.0 0.0 100.0 51.1 48.7 100.0 100.0 100.0 100.0 91.9 96.4 100.0 100.0 100.0 100.0 30.2 56.0 30.0 94.5 100.0 50.0 60.0 52.3 100.0 82.6 100.
0 100.0 72.0
※ Hotel Lotte, Cinema Trading and S&S International are excluded from the list of investee companies as they have no shares owned by other affiliates.
※ Changes in the affiliates during 1 April 2011 – 30 June 2011 (76 companies → 82 companies):
- Companies added as affiliates: Hyundai Information Technology, Hyunjung RNS, M.Hub, Lotte Songdo Shopping Town, HUI, Chung-buk Soju
2. Equity investments
(As of 30 June 2011) (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 The most recent fiscal
year Financial Status
Number of Shares
Equity Ratio
Book Value
Acquisition (disposal) Evaluation Number of
Shares Equity Ratio
Book Value
Total Assets
Current year Net
Income Qty Amount Gain/loss
Lotte Station Building (unlisted) 1986.09.15 Equity
investment 250 900,000 25.00 157,380 - - - 900,000 25.00 157,380 948,170 75,541
Daehong Communications (unlisted)
1996.12.23 Equity investment
6,277 12,000 30.00 27,285 - - - 12,000 30.00 27,285 461,036 17,468
Lotte.com (unlisted) 2000.01.05 Equity
investment 2,000 1,600,000 34.39 11,610 - - - 1,600,000 34.39 11,610 103,340 (545)
Lotte Boulangerie (unlisted) 2000.09.05 Equity
investment 3,000 4,020,222 90.54 9,530 - - - 4,020,222 90.54 9,530 49,911 (864)
Lotte Midopa (listed) 2002.10.15 Equity
investment 257,379 51,475,843 79.01 582,875 - - - 51,475,843 79.01 582,875 987,626 58,913
Lotte Card (unlisted) 2002.11.30 Equity
investment 34,701 69,995,159 92.54 982,950 - - - 69,995,159 92.54 982,950 5,848,505 138,037
Lotte Capital (unlisted) 2001.12.31 Equity
investment 6,259 6,731,600 20.22 70,214 - - - 6,731,600 20.22 70,214 3,335,257 63,936
Lotteria (unlisted) 2001.12.27 Equity
investment 39,719 148,212 32.17 83,333 - - - 148,212 32.17 83,333 713,830 13,920
FRL Korea (unlisted) 2004.12.16 Equity
investment 2,940 2,352,000 49.00 24,827 - - - 2,352,000 49.00 24,827 113,166 27,201
Woori Home Shopping (unlisted) 2006.07.03 Equity
investment 28,600 4,242,796 53.03 393,213 - - - 4,242,796 53.03 393,213 518,490 73,772
HONGKONG:169002.4
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Name of Company
Date of initial acquisition
(yyyy.mm.dd) Purpose
Amount of initial
acquisition
Beginning balance Increase (Decrease) Ending balance The most recent fiscal
year Financial Status
Number of Shares
Equity Ratio
Book Value
Acquisition (disposal) Evaluation Number of
Shares Equity Ratio
Book Value
Total Assets
Current year Net
Income Qty Amount Gain/loss
Lake Park (unlisted) 2006.12.29 Equity
investment 1,912 860,400 23.90 5,636 - - - 860,400 23.90 5,636 35,939 (1,783)
Lotte Assets Development (unlisted)
2007.07.31 Equity investment
30 8,234,153 31.31 36,233 1,449,420 7,247 - 9,683,573 31.96 43,480 170,495 (13,285)
Zara Retail Korea (unlisted) 2007.01.18 Equity
investment 130 302,600 20.00 16,106 - - - 302,600 20.00 16,106 112,015 5,307
Korea Seven (unlisted) 2009.09.25 Equity
investment 28,184 18,526,176 50.12 82,471 - - - 18,526,176 51.44 82,471 633,455 19,847
Lotte Buyeo Resort (unlisted) 2008.10.21 Equity
investment 6,667 3,333,333 22.22 16,673 - - - 3,333,333 22.22 16,673 162,620 ( 6,685)
Lotte Gimhae Development (unlisted)
2010.03.18 Equity investment
300 60,000 100.00 300 - - - 60,000 100.00 300 515 35
Lotte Suwon Station Shopping Town (unlisted)
2010.04.30 Equity investment
48 475,000 95.00 48 28,500,000 14,250 - 28,975,000 95.00 14,298 2,807 79
Lotte Square (unlisted) 2010.04.23 Equity
investment 50 1,733,473 100.00 520,042 - - - 1,733,473 100.00 520,042 707,748 4,082
Bliss (unlisted) 2010.12.30 Equity
investment 150 30,000 30.00 150 - - - 30,000 30.00 150 473 (46)
NCF (unlisted) 2010.12.30 Equity
investment 18,876 567,000 94.50 18,876 - - - 567,000 94.50 18,876 28,835 2,993
Lotte Giants (unlisted) 1982.04.21 Equity
investment 30 6,000 30.00 823 - - - 6,000 30.00 823 6,752 1,131
Lake Park Asset Management (unlisted)
2006.12.18 Equity investment
72 14,340 23.90 72 - - - 14,340 23.90 72 1,552 0
Lotte Songdo Shopping Town 2011.06.27 Equity
investment 40,000 - - - 8,000,000 40,000 - 8,000,000 39.22 40,000 - -
Isu Entertainment (unlisted)
2005.12.14 Equity investment
3,000 30 37.50 1,962 - 30 (1,962) - - - - 5,395 162
D-cinema of Korea (unlisted)
2008.01.28 Equity investment
1,500 300,000 50.00 - - - - 300,000 50.00 - 68,139 (2,530)
M Venture Cultural Vitalization Investment Association (unlisted)
2009.10.01 Equity investment
2,500 250 25.00 2,500 - - - 250 25.00 2,500 10,100 77
Capital One Diversity Cinema Special Investment Association (unlisted)
2010.03.18 Equity investment
1,000 100 20.00 1,000 - - - 100 20.00 1,000 4,868 (169)
So Big 5 Contents Investment Union (unlisted)
2011.01.03 Equity investment
4,000 - - - 400 4,000 - 400 26.67 4,000 - -
Capital One Middle-Low Budget Cinema Fund (unlisted)
2011.05.24 Equity investment
3,000 - - - 30 3,000 - 30 25.00 3,000 - -
Busan Bank (listed)
1987.09.23 Equity investment
2,775 5,259,597 2.82 75,475 - - 3,945 5,259,597 2.82 79,420 34,726,071 333,518
Shinhan Financial Group (listed) 1997.12.31 Equity
investment 637 311,118 0.07 16,458 - - (622) 311,118 0.07 15,836 29,616,670 2,381,184
The Korea Express (listed)
2008.03.06 Equity investment
49,910 332,046 1.46 31,279 - - 4,582 332,046 1.46 35,861 2,684,140 68,281
Agentrics (unlisted)
2005.12.10 Equity investment
879 1,913,479 1.91 346 (1,913,479) (346 - - - 0 22,118 (4,692)
HONGKONG:169002.4
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Name of Company
Date of initial acquisition
(yyyy.mm.dd) Purpose
Amount of initial
acquisition
Beginning balance Increase (Decrease) Ending balance The most recent fiscal
year Financial Status
Number of Shares
Equity Ratio
Book Value
Acquisition (disposal) Evaluation Number of
Shares Equity Ratio
Book Value
Total Assets
Current year Net
Income Qty Amount Gain/loss
M Cieta Development (unlisted)
2006.09.01 Equity investment
1,960 499,800 5.55 2,499 - - - 499,800 5.55 2,499 40,984 (2,016)
Corona Development (unlisted)
2006.11.30 Equity investment
100 172,000 2.00 860 - - - 172,000 2.00 860 18,282 (1,345)
Union Arc Development (unlisted)
2008.06.03 Equity investment
1,815 362,980 1.10 1,815 - - - 362,980 1.10 1,815 85,640 (2,742)
Bichae Nuri Development (unlisted)
2008.06.09 Equity investment
150 171,600 3.00 858 - - - 171,600 3.00 858 104,683 (3,593)
Daol Union Ark Private Equity Real Estate Investment No. 1 (unlisted)
2008.06.03 Equity investment
1,320 1,319,920,000 3.99 1,320 - - - 1,319,920,000 3.99 1,320 - -
Cosmo Investment (unlisted)
2009.03.27 Equity investment
8,165 32,840 3.88 9,811 - - 17 32,840 3.88 9,828 86,930 12,427
Lotte International (unlisted)
2006.11.30 Equity investment
1,638 94,785 10.58 51,831 - - (15,755) 94,785 10.58 36,075 1,448,172 40,994
Lotte Aluminum (unlisted)
2000.11.23 Equity investment
3,000 62,609 6.03 34,576 - - 1,850 62,609 6.03 36,426 1,350,367 19,584
Lotte Logistics (after the merge) (unlisted)
2007.09.28 Equity investment
4,000 66,308 4.64 6,340 - - 184 66,308 4.64 6,524 330,623 18,275
Lotte Jeju Resort (unlisted) 2008.09.19 Equity
investment 2,500 1,000,000 12.50 5,000 - - - 1,000,000 12.50 5,000 114,752 (85)
CJ Venture Investment No. 12 Global Contents Investment Partnership (unlisted)
2009.11.20 Equity investment
1,500 15 3.58 1,500 - - - 15 3.58 1,500 41,474 (718)
East Gate Media Contents & Technology Fund (unlisted)
2010.08.30 Equity investment
5,000 50 14.71 5,000 - - - 50 14.71 5,000 34,072 72
ISU-Renaissance Contents Fund (unlisted)
2011.01.13 Equity investment
2,000 - - - 40 2,000 - 40 13.33 2,000 - -
Sovic Media Contents Investment Association No.5 (unlisted)
2006.11.30 Equity investment
1,800 18 18.00 1,800 - - - 18 18.00 1,800 8,535 (288)
Lotte Europe Holdings B.V. (unlisted)
2008.05.30 Investment in holding company
124,379 177,322 30.81 110,908 - - - 177,322 30.81 110,908 830,626 (40,532)
Intime Lotte Department Store (unlisted)
(1)
2008.08.30 Investment in
department store
10,339 - 50.00 - - - - - 50.00 0 44,231 (33,626)
Lotte Shopping Holdings (Hongkong) (unlisted)
2008.10.27 Investment in holding company
259 750,033,135 100.00 874,318 53,000,000 57,806 - 803,033,135 100.00 932,124 1,348,240 (44,165)
Lotte Shopping Holdings (Singapore) (unlisted)
2008.10.28 Investment in holding company
101 131,014,763 100.00 147,826 74,650,000 82,236 - 205,664,763 100.00 230,063 144,566 (6,409)
Coralis (unlisted) 2009.10.29 Equity
investment 17,418 573,750 45.00 43,808 213,711 11,323 - 787,461 45.00 55,131 71,810 (710)
HONGKONG:169002.4
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Name of Company
Date of initial acquisition
(yyyy.mm.dd) Purpose
Amount of initial
acquisition
Beginning balance Increase (Decrease) Ending balance The most recent fiscal
year Financial Status
Number of Shares
Equity Ratio
Book Value
Acquisition (disposal) Evaluation Number of
Shares Equity Ratio
Book Value
Total Assets
Current year Net
Income Qty Amount Gain/loss
Lotte Vietnam Shopping (unlisted)
(1)
2006.12.15 Investment in discount
store
3,749 - 80.00 - - - - - 80.00 0 124,756 (15,862)
Qingdao Lotte Mart Commercial (unlisted)
(1)
2008.01.18 Investment in discount
store
33,219 - 55.43 30,048 - - - - 55.43 30,048 99,079 (16,645)
Lotte Mart (unlisted)(1)
2008.06.02 Investment
in discount store
183,033 - 100.00 158,134 - - - - 100.00 158,134 138,499 (6,077)
Liaoning Lotte Mart (unlisted)(1)
2008.07.24 Investment
in discount store
2,107 - 77.24 10,841 - - - - 40.78 10,841 21,570 (3,544)
PT Lotte Shopping Indonesia (unlisted)
2008.11.20 Investment in discount
store
219,737 2,622,812 55.00 214,068 - - - 2,622,812 55.00 214,068 204,618 13,277
Lotte Cinema Vietnam (unlisted)
(1)
2008.05.02 Investment in cinema
3,000 - 90.00 3,248 - - - - 90.00 3,248 7,199 (1,602)
Shenyang SL Cinema Investment Management (unlisted)
(1)
2010.11.16 Investment in cinema
752 - 49.14 752 - 744 - - 49.00 1,496 3,735 (133)
Wuhan Cinema (unlisted) 2011.06.24 Investment in cinema
2,048 - - - - 2,048 - - 49.00 2,048 - -
Lotte Properties (Shenyang) Limited (unlisted)
(1)
2009.01.16 Equity investment
29,018 29,928,756 17.93 41,919 - - - 29,928,756 17.93 41,919 253,442 (2,115)
Total 2,420,470,470 4,928,745 163,900,092 222,346 (5,798) 2,584,370,562 - 5,145,292
- -
Note:
(1) Shares not issued in accordance with the applicable local laws.
※ 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 is applicable).
※ The financial data in the above table was prepared under K-GAAP.
HONGKONG:169002.4
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VI. Shareholders
A. The Largest Shareholder and Specially Related Parties
(As of 30 June 2011) (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
Shin, Dongbin Himself Common share 4,237,627 14.59 4,237,627 14.59 -
Shin, Dongju Relative Common share 4,235,883 14.58 4,235,883 14.58 -
Shin, Kyukho Relative Common share 293,877 1.01 293,877 1.01 -
Shin, Yeongja Relative
Common share 229,005 0.79 231,818 0.80
Purchase on the stock exchange (2,813 shares)
Hotel Lotte Co., Ltd.
Related company Common share
2,781,947 9.58 2,781,947 9.58 -
Korea Fuji Film Co., Ltd.
Related company Common share
2,474,543 8.52 2,474,543 8.52 -
Lotte Confectionary Co., Ltd.
Related company Common share
2,474,543 8.52 2,474,543 8.52 -
Lotte Data Communication Company
Related company
Common share 1,515,653 5.22 1,515,653 5.22 -
Lotte Chilsung Co., Ltd.
Related company Common share
1,237,272 4.26 1,237,272 4.26 -
Lotte Construction Co., Ltd.
Related company Common share
300,019 1.03 300,019 1.03 -
Busan Lotte Hotel, Co., Ltd.
Related company
Common share
246,720 0.85 246,720 0.85 -
Jang, Seonyun Relative Common share 900 0.00 900 0.00 -
Shin, Yumi Relative Common share 28,903 0.10 28,903 0.10 -
Kim, Seho Board of Directors
Common share 421 0.00 469 0.00
Purchase on the stock exchange (48
shares)
Park, Kyungbeom Board of Directors Common share 27 0.00 27 0.00 -
Lotte Samdong Welfare Foundation
Foundation Common share
47,888 0.16 47,888 0.16 -
Yuwon Industry Co., Ltd.
Other Common share
3,000 0.01 3,000 0.01 -
Seo, Mikyeong Other Common share 30,531 0.11 30,531 0.11 -
Jang, Jaeyoung Other Common share 950 0.00 950 0.00 -
Yu, Juyoung Other Common share 499 0.00 499 0.00 -
Total
Common share 20,140,208 69.35 20,143,069 69.36 Purchase on the stock exchange (2,861 shares)
Preferred Share 0 0 0 0
Other 0 0 0 0
※ The number of specially related parties: 19
※ The largest shareholder: Shin, Dongbin
HONGKONG:169002.4
35
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 June 2011) (Unit: shares, %)
Name Common Shares Remarks
Number of Shares Shareholding Ratio
Shin, Dongbin 4,237,627 14.59
Shin, Dongju 4,235,883 14.58
Hotel Lotte Co., Ltd. 2,781,947 9.58
Korea Fuji Film Co., Ltd. 2,474,543 8.52
Lotte Confectionary Co., Ltd. 2,474,543 8.52
Lotte Data Communication Company 1,515,653 5.22
* The employee stock ownership association has 62,305 shares, which is equal to a 0.21% interest in the Company.
1. Share Price and Transactions
a. Domestic Stock Market
(Unit: Won, shares)
Type January 2011
February 2011
March 2011
April 2011
May 2011
June 2011
Common Stock price
Maximum 474,000 448,000 449,000 488,500 511,000 532,000
Minimum 426,000 392,000 378,000 421,500 467,500 483,000
Average 448,381 416,559 421,023 457,595 492,300 504,690
Transaction volume
Maximum 150,507 148,118 163,980 168,286 110,087 405,988
Minimum 41,326 49,482 39,829 63,665 36,186 41,778
Average 1,925,789 1,305,158 1,867,544 2,167,060 1,498,321 2,089,820
b. Overseas Stock Market
Exchange: London Stock Exchange (Unit: USD)
Type January 2011
February 2011
March 2011 April 2011
May 2011
June 2011
Common Stock price
Maximum 21.08 20.5 20 22.02 23.05 24.28
Minimum 19 17.16 16.82 19.35 21.07 21.77
Average 19.92 18.70 18.55 20.58 22.31 23.02
HONGKONG:169002.4
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VII. Executives and Employees
A. Status of Executives and Employees
1. Executives
Registered Executives
(As of 30 June 2011) (Unit: shares) Name Date of
Birth (yyyy.mm)
Position Status as Director Shares Duration of
tenure
Ending date of term as director
(yyyy/mm/dd)
Common shares
Preferred shares
Shin, Kyukho 1922.10 Executive Chairman Representative Director 293,877 _ _ 2013/03/17
Shin, Dongbin 1955.02 Chairman Representative Director 4,237,627 _ _ 2012/03/25
Lee, Inwon 1947.08 Vice-Chairman Representative Director _ _ _ 2012/03/25
Lee, Cheolwoo 1943.04 President Representative Director _ _ _ 2012/03/25
Shin, Youngja 1942.10 President Standing Director 231,818 _ _ 2012/03/25
Park, Kyungbeom 1949.02 Outside Director Outside Director 27 _ 1 year 3 months
2012/03/25
Kim, Sehun 1950.10 Outside Director Outside Director _ _ 1 year 3 months
2012/03/25
Jwa, Seunghee 1946.04 Outside Director Outside Director _ _ 3 years 3 months
2012/03/25
Lee, Hongroh 1952.12 Outside Director Outside Director _ _ 1 year 3 months
2012/03/25
Kim, Seho 1953.06 Outside Director Outside Director 469 _ 3 years 3 months
2012/03/25
Ye, Jongsuk 1953.12 Outside Director Outside Director _ _ 3 months 2013/03/17
Changed matters
※ Decisions made in the 41st General Shareholders Meeting held on 18 March 2011:
- Reappointment of director : Shin, Kyukho - Reappointment of outside director: Ye, Jongsuk - Resigning outside director (due to completion of term): Lim, Jong-In
Non-registered Executives
Name Date of Birth (yyyy.mm)
Position Duties Shares
Remarks Common shares
Preferred shares
Chae, Jungbyung 1950.11 President In charge of Support
Hwang, Gakgyu 1955.04 President In charge of International 65
Noh, Byungyong 1951.06 President Executive President 10
So, Jinse 1950.05 Representative President
142
Head Manager of Korea Seven Co., Ltd. and Buy the way Inc. (concurrently employed)
HONGKONG:169002.4
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Name Date of Birth (yyyy.mm)
Position Duties Shares
Remarks Common shares
Preferred shares
Son, Gwangik 1954.09 Representative Executive Officer
Lee, Wonjun 1956.11 Vice-President General Manager of Business Development
135 Managing Director of Lotte Station and Lotte Midopa (concurrently employed)
Kim, Sunghoi 1943.06 Senior Managing Director In charge of Secretary
Kim, Jaehwa 1954.07 Senior Managing Director Audit Director
Appointed in February 2011
Kim, Chihyun 1955.12 Senior Managing Director In charge of operations
Appointed in February 2011
Yoon, Jongmin 1960.11 Senior Managing Director In charge of Human Resources
Kim, Youngjun 1960.08 Senior Managing Director Economic Research Institution
Park, Gilyong 1953.08 Senior Managing Director Head of Design Team 72
Gang, Heetae 1959.04 Senior Managing Director Head of Products
111
Head Manager of Lotte Square (concurrently employed)
Gu, Jayoung 1955.08 Senior Managing Director Head of China mart business 270
Park, Donggi 1957.12 Managing Director In charge of Labor 41
Lee, Bongchul 1958.05 Managing Director In charge of Finance
Yoo, Jedon 1960.08 Managing Director In charge of Secretary
Lee, Changwon 1959.03 Managing Director In charge of Promotion
Lee, Ilmin 1959.06 Managing Director In charge of Secretary 47
Jang, Sunwook 1958.01 Managing Director In charge of Operation
Cha, Wonchun 1957.12 Managing Director In charge of Operation
Park, Hyunchul 1960.10 Managing Director In charge of Operation
Lim, Byungyeon 1964.09 Managing Director In charge of International
Lee, Chungik 1964.11 Managing Director In charge of International 24
Min, Gwanggi 1956.01 Managing Director Head of Business in China 127
Kim, Changrak 1957.12 Managing Director Head of Headquarters 119
Lee, Dongwoo 1960.09 Managing Director Head of Management Support 111
Kim, Hyunsoo 1956.06 Managing Director Head of Finance Department 96
Jung, Seungin 1958.06 Managing Director In charge of Marketing 92
Kim, Sungwang 1959.08 Managing Director Head of overseas luxury business 94
Park, Hosung 1958.09 Managing Director Head of Jamsil branch 102
Lee, Gap 1962.09 Managing Director In charge of merchandise for women 85
Kwon, Kyungyeol 1960.12 Managing Director Head of Yeungdeungpo branch
Choi, Choonseok 1960.03 ggagMnaM rnDceriD (Standing) In charge of Products Division 86
Park, Yoonseong 1957.02 Managing Director (Standing)
Head of customer service 127
Kim, Jongin 1963.03 Managing Director Head of strategy 24
Kim, Kyunghwan 1961.02 Managing Director Head of New Business 50
Moon, Yongpyo 1962.04 Managing Director Head of South East Asia 32
Kim, Ilhwan 1951.09 Managing Director Head of Product Division 45
Cho, Sungyeop 1955.01 Managing Director Head of Overseas Business 40
Lee, Sungkwan 1956.07 Managing Director Head of Movie Business
Kim Inkwon 1969.01 Director In charge of Judicial Affairs
Kim, Gisuk 1962.01 Director In charge of Operation
Choi, Kirim 1965.01 Director In charge of Legal Affairs
Jeon, Young min 1967.05 Director In charge of HR
Kim, Inho 1967.01 Director In charge of International 40 Kim, Taehyun 1965.05 Director Audit Director
32 Appointed in February 2011
Oh, Ilgeun 1968.07 Director In charge of property management 39
Appointed in February 2011
HONGKONG:169002.4
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Name Date of Birth (yyyy.mm)
Position Duties Shares
Remarks Common shares
Preferred shares
Lee, Jinsung
1969.02 Director In charge of Economic Research Institution
Kang Sunghyun 1970.01 Director In charge of Economic Research Institution
Huh, Byungtak 1963.01 Director In charge of welfare
Appointed in February 2011
Lee, Gwangyoung 1962.12 Director In charge of CP Project 118
Lee, Wansin 1960.10 Director Head of Busan Headquarter Branch 86
Park, Geumsoo 1962.01 Director In charge of International Business 40
Jung, Donghyuk 1962.07 Director Head of Russia Business 32
Chin, Changbum 1958.10 Director Head of GF Business 94
Ku, Soohoi 1958.02 Director Head of Business in Vietnam Team Leader of Hanoi Project
86
Lee, Janghwa 1959.06 Director Head of Nowon branch 86
Go, Gwanghoo 1962.05 Director Head of Gwangju branch
Noh, Yoonchul 1961.04 Director In charge of New Business
Kim, Sewan 1965.04 Director In charge of Planning 71
Lee, Jaechan 1960.02 Director Head of Youngnam Jeju region
Woo, Kyungjoo 1961.06 Director Member in charge of Development 1
Jang, Youngtae 1958.07 Director Member in charge of Development 2 86
Kim, Youngkyun 1960.10 Director Head of PB Development Division
Hyun, Guwon 1955.06 Director Head of Digital Business 94
Kim, Gyusung 1960.01 Director Head of Apparels Division
Park, Jongdo 1961.05 Director General Manager of Beijing Corporation
86
Nam, Changhee 1966.10 Director In charge of Product Managing
96
Lee, Younghyun 1958.12 Director Head of Planning 24
Kang, Jonghyun 1964.05 Director In charge of Support 40
Hong, Sungbok 1957.09 Director Head of Sales 1 16
Kim, Seunghee 1965.04 Director Head of Development
Lee, Dongho 1962.06 Director Head of Management Support 40
Seol, Pungjin 1961.04 Director Head of Gwangbok City 86
Cho, Taehak 1961.03 Director Team Leader of Shenyang Project 86
Lee, Donggu 1958.02 Director Head of Chungyangri Station branch 103
Guk, Jungbeom 1958.10 Director Head of Ulsan branch 40
Jang, Soohyun 1964.06 Director Head of Men Sports Business 104
Choi, Wonil 1962.09 Director In charge of Food
Kim, Taehwa 1959.12 Director Head of the Skypark Project 86
Cho, Hakhyun 1959.03 Director Head of the Dongrae branch 24
Koh, Yooncheol 1960.03 Director Head of China Division
Jang, Jun 1958.12 Director Head of Design Management 32
Hong, Sungho 1962.02 Director Head of Daegu Branch 86
Appointed in February 2011
Jeon, Hyungsik 1963.08 Director Head of Living Fashion 79
Appointed in February 2011
Park, Daehun 1964.08 Director Head of S&O 75
Appointed in February 2011
Hwang, Beomsik 1965.09 Director Team Leader of CP Project 71
Appointed in February 2011
Baek, Insoo 1965.06 Director Head of Distribution Strategy Research Center
15 Appointed in February 2011
Jung, Yunsung 1965.03 Director Head of Tianjin Store 79
Appointed in February 2011
Hwang, Youngguen
1967.01 Director Head of Ilsan Branch 71
Appointed in February 2011
Hwang, Gyuwan 1965.02 Director Head of Merchandise 71
Appointed in February 2011
Lee, Inchul 1959.06 Director In charge of Supporting 47
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Name Date of Birth (yyyy.mm)
Position Duties Shares
Remarks Common shares
Preferred shares
Hahn, Byeongmoon
1963.06 Director Head of Advertising 32
Lee, Hyunkyo 1963.10 Director Head of customer service for Seoul / Kangwon region
Kim, Jonghwan 1962.05 Director Head of Processed Food 32
Appointed in February 2011
Hong, Pyungkyu 1962.09 Director Head of Vietnam Corp. 55
Appointed in February 2011
Jung, Byunghwa 1964.02 Director President of Indonesian Corp.
Appointed in February 2011
Ryu, Byungho 1966.03 Director Head of Chongqing Office 24
Appointed in February 2011
Jo, Dohang 1962.11 Director Head of Finance
Appointed in February 2011
Song,Youngtak 1965.07 Director Grocery & Living Goods Division 40
Jung, Wonho 1969.02 Director Head of Marketing 55
Appointed in February 2011
Seo, Jaehyung 1964.10 Director Head of Strategic Innovation
Appointed in February 2011
You, Seungchul 1962.02 Director Head of Cinema Center Business
Appointed in February 2011
※ The status of above non-registered executives is as of the day of submission of this report to the FSC.
2. Employees
(As of 30 June 2011) (Unit: persons, year, thousand Won)
Division Gender
The number of staff Average number of years worked
Aggregate annual compensation
Average compensation per person
Remarks Full-
time Contracted Other Total
Department Store
Male 1,867 12 - 1,879 9.2 56,695,681 30,173 -
Female 1,906 1,056 - 2,962 8.2 40,904,971 13,810 -
Discount Store
Male 3,331 353 - 3,684 6.2 73,939,200 20,070 -
Female 841 6,734 - 7,575 3.7 60,452,800 7,981 -
Other Male 1,865 326 - 2,191 3.4 34,885,769 15,921 -
Female 335 3,998 - 4,333 2.2 33,274,672 7,680 -
Total 10,145 12,479 - 22,624 4.8 300,153,093 13,267 -
- Starting from the Company’s 2010 annual report, the Company has disclosed data for both full-time and contract employees. Prior to the Company’s 2010 annual report, it only disclosed data for full-time employees. As such, readers should note the differences when comparing the number of employees, average number of years worked, aggregate annual compensation and average compensation per person.
B. Compensation
Compensation of Directors
(Unit: million Won)
Category Number of Directors Amount Paid Average per Person
Registered Director 5 3,873 775
Outside Director 3 72 24
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VIII. Transactions with Interested Parties
A. Transactions with the Largest Shareholder and its Affiliates
(Unit: USD10,000)
Company Name
Relation Account Changed detail Accrued
interest Note
Beginning Increase Decrease Ending
Lotte Vietnam Shopping Co., Ltd.
Overseas affiliate
Loan 2,600 2,600
Intime Department Store Co., Ltd.
Overseas affiliate
Loan 732 732 87 Loan term: 2009.01.23~2011.07.20
Total 3,332 2,600 732 87
B. Collateral
(Unit: million Won, RMB1,000)
Company Name
Relation Details of Transactions
Note Beginning Increase Decrease Ending
Intime Department Store Co., Ltd.
Affiliate RMB 78,000
KRW 12,000
RMB 78,000
KRW 12,000
ㆍ Collateral granted in favour of
Woori Bank Beijing Branch
ㆍ Collateral type: Savings
ㆍ Period of collateral: 29 April 2011
to 27 April 2012
C. Guarantee of Obligations
(Unit: USD1,000, RMB1,000, IDR100 million, VND100 million)
Company Name Relation Details of Transactions
Note Beginning Increase Decrease Ending
Intime Department Store Co., Ltd.
Affiliate RMB 70,000
RMB 70,000 Agreed interest is included
Lotte Vietnam Shopping Co., Ltd
Affiliate USD 60,000 USD 60,000 Agreed interest is included
VND 2,600 VND 2,600 Agreed interest is included
USD 27,000
USD 27,000 Agreed interest is included
Lotte Shopping RUS Affiliate USD 10,000 USD 10,000 Agreed interest is included
PT. Lotte Mart Indonesia
Affiliate IDR 3,500 IDR 3,500 Agreed interest is not included
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Liaoning Lotte Mart Co., Ltd.
Affiliate RMB 100,000
RMB 52,000
RMB 48,000 Agreed interest is not included
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IX. Other Relevant Matters
A. Summary of the Minutes from the General Meeting of Shareholders
Date Matters Decision Remarks
41st general meeting of
shareholders (18 March 2011)
Agenda No. 1: Approval of the 41st fiscal year financial
statements Agenda No. 2: Amendments to the Articles of Incorporation Agenda No. 3: Appointment of directors -Agenda No. 3-1: Appointment of outside directors -Agenda No. 3-2: Appointment of standing directors Agenda No. 4: Approval of compensation limit for directors
Approved
B. Contingent Liabilities
1. Major Legal Proceedings
Pending litigations as of 30 June 2011 include 349 lawsuits in which the Company is the plaintiff (the aggregate claim amount of which is approximately Won 13.6 billion) and 41 lawsuits in which the Company is the defendant (the aggregate claim amount of which is approximately Won 9.4 billion). The Company’s management does not believe that the final outcome of these lawsuits would significantly affect the Company’s financial condition.
2. Bills or Checks Provided as Collateral
As of 30 June 2011 (Unit: million Won)
Place to
submit
No. of
sheets Amount Note
Department Store
Lotte Midopa
(1)
Bank 653 - Bill
Bank 93 Check
Misc. Korea Seven Corporation 1 500
Promissory note provided to guarantee the Korea University Foundation’s lease agreement.
Note:
(1) The Company’s management believes that foreclosure on bills and checks provided as collateral regarding Lotte Midopa is unlikely, as
Lotte Midopa has repaid all of the debts for which such collateral was provided as of 30 June 2011.
3. Use of proceeds from private placements
As of 30 June 2011 (Unit: Won)
Type
Remittance Date
(yyyy.mm.dd)
Remittance Amount Planned Use of Proceeds Actual Use of Proceeds
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Type
Remittance Date
(yyyy.mm.dd)
Remittance Amount Planned Use of Proceeds Actual Use of Proceeds
Convertible bond
issue
2011.07.04 960,003,000,000
Overseas investment and
repayment of foreign currency
borrowings
Overseas investment and repayment
of foreign currency borrowings
※ The exchange rates in effect on the remittance date (4 July 2011), of US$ 1:00 = Won 1,063.8 and JPY 1 =
Won 13.1724, were applied.
4. Other Contingent Liabilities
a. Detail of payment guarantees on behalf of specially related parties
Details of guarantee or payment guarantees provided by the Company in favour of its specially related parties are as follows. (There are no guarantee or payment guarantees provided by such specially related parties in favour of the Company.)
(As of 30 June 2011)
Company Name
Guarantor Guaranteed Amount
Term of Guarantee
Remarks
Lotte Vietnam Shopping Co., Ltd.
Citibank N.A. Ho Chi Minh
USD 35,000,000 of principal and interest
24 March 2010 to 23 March 2012
Payment guarantees for funding
USD 25,000,000 of principal and interest
14 December 2010 to 14 December 2012
Payment guarantees for funding
ANZ Bank VND 260,000,000,000
23 October 2010 to 22 October 2011
Payment guarantees for funding
Shinhan Bank USD 27,000,000 21 March 2011 to 20 March 2012
Payment guarantees for funding
Liaoning Lotte Mart Co., Ltd.
ANZ Bank RMB 48,271,630 15 March 2011 to 17 January 2012
Payment guarantees for funding
Lotte Shopping Rus Ltd.
Korea Development Bank
USD 10,000,000 13 May 2010 to 12 May 2013
Payment guarantees for funding
Intime Lotte Department Store Co., Ltd.
Woori Bank RMB 78,000,000 29 April 2010 to 27 April 2011
Collateral for long term credit products
Standard Chartered RMB 70,000,000 1 April 2011 to 31 March 2011
Payment guarantees for funding
PT Lotte Mart Indonesia
Korea Exchange Bank IDR 350,000,000,000
26 July 2010 to 5 July 2011
Payment guarantees for funding
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Lotte Cinema Vietnam
Export-Import Bank of Korea
USD 6,000,000 of principal and interest
30 June 2011 to 30 June 2012
Payment guarantees for funding
In addition to the above, D Cinema of Korea Co., Ltd. entered into a VPF agreement with Twentieth Century Fox
Film Corporation in October 2008, and D Cinema’s performance thereunder was guaranteed by CJ CGV Co.,
Ltd. and the Company (50% each). In addition, the Company has guaranteed Burger King Japan Co., Ltd.’s
royalty contract with BK ASIAPAC PTE. Ltd (3.5% of sales and US$25,000 per store opened).
5. Sanctions and Fines
Division Company Date Sanction / fine Reason Measures taken to prevent reoccurrence
Card Lotte Card 5 March 2008 Corrective order and fine
Price fixing in violation of article 19, paragraph 1, clause 1 of the Monopoly Regulation and Fair Trade Act in connection with commissions paid to VAN. Fined Won 205 million.
Employee training
22 March 2010
Warning from the Financial Supervisory Service
Warning from the Financial Supervisory Service in connection with excessive credit card recruiting offers.
Termination of employment of the relevant recruiter. Employee training.
Misc. Woori Home Shopping
24 March 2011
Failure to distribute advertisement contract in advance
Violation of article 23, paragraph 1, clause 4 of the Monopoly Regulation and Fair Trade Act.
Completed improvements to related processes.
C. Inventory Status
1. Inventory Status
(Unit: million Won)
Business area Account 42
nd fiscal year (1
st
half) 41
st fiscal year
40th
fiscal year
Remarks
Department store
Merchandise 957,809 1,029,977 848,173
Goods - - -
Goods in process - - -
Half-finished goods - - -
Raw materials - - -
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46
Business area Account 42
nd fiscal year (1
st
half) 41
st fiscal year
40th
fiscal year
Remarks
Component materials
- - -
Stored goods - - -
Goods not delivered - - -
Unsold property - - -
Incomplete property - - -
Completed property
Land site - - -
Sub-total 957,809 1,029,977 848,173
Discount store
Merchandise 364,835 485,643 193,686
Goods - - -
Goods in process - - -
Half-finished goods - - -
Raw materials - - -
Component materials
- - -
Stored goods - 1,367 -
Goods not delivered 318 115 557
Unsold property 3,977 2,610 -
Incomplete property - - 1,757
Completed property - - -
Land site - - -
Sub-total 369,130 - 196,000
Financial
Merchandise 848 377 -
Goods - - -
Goods in process - - -
Half-finished goods - - -
Raw materials - - -
Component materials
- - -
Stored goods - - -
Goods not delivered - - -
Unsold property - - -
Incomplete property - - -
Completed property - - -
Land site - - -
Sub-total 848 - -
Misc.
Merchandise 259,996 141,162 56,240
Goods 4,219 5,405 -
Goods in process 694 565 -
Half-finished goods - - -
Raw materials 1,455 1,145 -
Component materials
280 188 -
Stored goods 2,400 1,246 895
HONGKONG:169002.4
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Business area Account 42
nd fiscal year (1
st
half) 41
st fiscal year
40th
fiscal year
Remarks
Goods not delivered 1 - -
Unsold property 30 - -
Incomplete property - - -
Completed property - - -
Land site - - -
Sub-total 269,075 149,710 57,136
Total
Merchandise 1,583,489 1,657,158 1,098,099
Goods 4,219 5,405 -
Goods in process 694 565 -
Half-finished goods - - -
Raw materials 1,455 1,145 -
Component materials
280 188 -
Stored goods 2,400 2,613 895
Goods not delivered 320 115 557
Unsold property 4,008 2,610 -
Incomplete property - - 1,757
Completed property - - -
Land site - - -
Sub-total 1,596,862 1,669,798 1,101,309
Inventory as percentage of total assets (%)[Inventory÷Assets×100]
5.35% 5.74% 5.90%
Inventory turnover (times) [Annualized cost of sales÷{(Period start
inventory+Period end inventory)÷2}]
9.2 8.4 7.4
a. Due Diligence of Inventories
1. Date of due diligence
Business unit Department Store Discount Store Others
Date of due diligence 15 June 2011 - 1 June – 30 June 2011
The Company does not review its inventories in the presence of its independent auditors on a quarterly or half-yearly basis but does so at the end of the fiscal year.
D. Commercial Paper Securities Issuances
1. Schedule of Recent Commercial Paper Securities Issuances
(As of 30 June 2011) (Unit: million Won, %)
Date of Issuance (yyyy/mm/dd)
Issue Size (Face Value)
Interest Rate Rating Maturity Date (yyyy/mm/dd)
Issue Status
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
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Date of Issuance (yyyy/mm/dd)
Issue Size (Face Value)
Interest Rate Rating Maturity Date (yyyy/mm/dd)
Issue Status
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 10,000 3.73% A1 2011.04.21 Repaid
2011.01.20 20,000 2.88% A1 2011.01.21 Repaid
2011.01.28 50,000 3.72% A1 2011.04.28 Repaid
2011.01.28 50,000 3.72% A1 2011.04.28 Repaid
2011.01.28 20,000 3.67% A1 2011.04.28 Repaid
2011.01.28 20,000 3.67% A1 2011.04.28 Repaid
2011.01.28 20,000 3.67% A1 2011.04.28 Repaid
2011.01.28 20,000 3.67% A1 2011.04.28 Repaid
2011.01.28 20,000 3.67% A1 2011.04.28 Repaid
2011.01.31 50,000 2.96% A1 2011.02.01 Repaid
2011.01.31 13,000 3.20% A1 2011.02.01 Repaid
2011.01.31 25,000 3.20% A1 2011.02.01 Repaid
2011.02.21 50,000 2.97% A1 2011.02.22 Repaid
2011.02.21 10,000 2.97% A1 2011.02.22 Repaid
2011.02.21 10,000 2.97% A1 2011.02.22 Repaid
2011.02.21 10,000 2.97% A1 2011.02.22 Repaid
HONGKONG:169002.4
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Date of Issuance (yyyy/mm/dd)
Issue Size (Face Value)
Interest Rate Rating Maturity Date (yyyy/mm/dd)
Issue Status
2011.02.21 10,000 2.97% A1 2011.02.22 Repaid
2011.02.21 10,000 2.97% A1 2011.02.22 Repaid
2011.02.21 10,000 2.97% A1 2011.02.22 Repaid
2011.02.21 10,000 3.00% A1 2011.02.24 Repaid
2011.02.21 40,000 2.97% A1 2011.02.22 Repaid
2011.02.21 39,000 2.97% A1 2011.02.22 Repaid
2011.02.22 10,000 2.97% A1 2011.02.23 Repaid
2011.02.22 10,000 2.97% A1 2011.02.23 Repaid
2011.02.22 10,000 2.97% A1 2011.02.23 Repaid
2011.02.22 10,000 2.97% A1 2011.02.23 Repaid
2011.02.22 10,000 2.97% A1 2011.02.24 Repaid
2011.02.22 38,000 2.97% A1 2011.02.24 Repaid
2011.02.25 10,000 3.08% A1 2011.03.02 Repaid
2011.02.25 10,000 3.08% A1 2011.03.02 Repaid
2011.02.28 10,000 3.03% A1 2011.03.02 Repaid
2011.02.28 10,000 3.03% A1 2011.03.02 Repaid
2011.02.28 10,000 3.03% A1 2011.03.02 Repaid
2011.02.28 10,000 3.03% A1 2011.03.02 Repaid
2011.02.28 10,000 3.03% A1 2011.03.02 Repaid
2011.02.28 10,000 3.03% A1 2011.03.02 Repaid
2011.02.28 10,000 3.03% A1 2011.03.02 Repaid
2011.03.02 10,000 2.97% A1 2011.03.03 Repaid
2011.03.02 15,000 2.97% A1 2011.03.03 Repaid
2011.03.30 10,000 3.18% A1 2011.03.31 Repaid
HONGKONG:169002.4
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Date of Issuance (yyyy/mm/dd)
Issue Size (Face Value)
Interest Rate Rating Maturity Date (yyyy/mm/dd)
Issue Status
2011.03.30 10,000 3.18% A1 2011.03.31 Repaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.21 10,000 4.15% A1 2011.07.21 Unpaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.60% A1 2011.06.30 Repaid
2011.04.28 10,000 3.61% A1 2011.06.30 Repaid
2011.05.25 36,000 3.25% A1 2011.05.26 Repaid
2011.05.31 12,000 3.31% A1 2011.06.01 Repaid
2011.06.20 26,500 3.42% A1 2011.06.21 Repaid
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Date of Issuance (yyyy/mm/dd)
Issue Size (Face Value)
Interest Rate Rating Maturity Date (yyyy/mm/dd)
Issue Status
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.74% A1 2011.09.30 Unpaid
2011.06.30 10,000 3.65% A1 2011.07.01 Unpaid
2011.06.30 40,000 3.70% A1 2011.07.01 Unpaid
- 1,254,500 - - - -
2. Amount of Outstanding Commercial Paper
(As 30 June 2011) (Unit: million Won)
Remaining maturity period
Under 10 days
Under 30 days
Under 90 days
Under 180 days
Under 1 year
More than 1 year
Total
Amount outstanding
- 250,000 - - - - 250,000