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HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
AND FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 2012 AND JUNE 30, 2011
AND INDEPENDENT ACCOUNTANTS’ REVIEW REPORT
Independent Accountants’ Review Report
English Translation of a Report Originally Issued in Korean


To the Shareholders and Board of Directors of
Hyundai Card Co., Ltd.:


We have reviewed the accompanying condensed consolidated financial statements of Hyundai Card Co., Ltd. and its
subsidiaries (collectively, the “Company”). The financial statements consist of the condensed consolidated statement
of financial position as of June 30, 2012 and the related condensed consolidated statements of comprehensive
income for the three months and the six months ended June 30, 2012 and June 30, 2011, the related condensed
statements of changes in shareholders’ equity and cash flows for the six months ended June 30, 2012 and June 30,
2011, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the condensed consolidated financial statements

The Company’s management is responsible for the preparation and fair presentation of the accompanying condensed
consolidated financial statements and for such internal control as management determines is necessary to enable the
preparation of condensed consolidated financial statements that are free from material misstatement, whether due to
fraud or error.

Independent accountants’ responsibility

Our responsibility is to express a conclusion on the accompanying condensed consolidated financial statements
based on our review.

We conducted our reviews in accordance with standards for review of interim financial statements in the Republic
of Korea. A review is limited primarily to inquiries of company personnel and analytical procedures applied to
financial data, and this provides less assurance than an audit. We have not performed an audit and, accordingly, we
do not express an audit opinion.

Review conclusion

Based on our reviews, nothing has come to our attention that causes us to believe that the accompanying
condensed consolidated financial statements of the Company are not presented fairly, in all material respects, in
accordance with Korean International Financial Standards 1034, Interim Financial Reporting.
Others

We have also audited the consolidated statements of financial position as of December 31, 2011, and the related
consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows (not presented in
the accompanying condensed consolidated financial statements), all expressed in Korean Won, for the year ended
December 31, 2011, in accordance with auditing standards generally accepted in the Republic of Korea. On those
consolidated financial statements we expressed an unqualified opinion in our independent auditors’ report dated as
of February 27, 2012. In addition, the consolidated statement of financial position as of December 31, 2011,
presented as comparative purposes in the accompanying condensed consolidated financial statements, does not
differ, in all material respects, with the audited consolidated statement of financial position as of December 31, 2011.




August 10, 2012




                                                  Notice to Readers


This report is effective as of August 10, 2012, the review report date. Certain subsequent events or circumstances
may have occurred between the accountants’ review report date and the time the accountants’ review report is
read. Such events or circumstances could significantly affect the accompanying condensed consolidated financial
statements and may result in modifications to the accountants’ review report.
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES
(the “Company”)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
AND FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 2012 AND JUNE 30, 2011




 The accompanying condensed financial statements including all footnote disclosures were prepared
 by and are the responsibility of the Company.


 Chung, Tae Young
 CEO
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                               AS OF JUNE 30, 2012 AND DECEMBER 31, 2011


                                                                           (Unit: Korean Won)
                                                                   June 30, 2012      December 31, 2011
ASSETS

CASH AND BANK DEPOSITS (Notes 5, 28 and 29):
 Cash and cash equivalents                                    ₩    847,062,479,578    ₩    830,022,903,023
 Bank deposits                                                      33,031,500,000          33,031,500,000
                 Total cash and bank deposits                      880,093,979,578         863,054,403,023

INVESTMENT FINANCIAL ASSETS (Note 29):
 Financial assets available-for-sale (AFS)                           1,766,969,764              1,766,969,764
                 Total investment financial assets                   1,766,969,764              1,766,969,764

CARD ASSETS (Notes 6, 7, 26, 28 and 29):
 Card receivables, net of present value discounts, deferred
   origination fees and allowance for doubtful accounts           6,395,406,823,016       6,432,351,415,041
 Cash advances, net of allowance for doubtful accounts              924,382,461,958         978,117,626,263
 Card loans, net of present value discounts, deferred loan
   origination fees and allowance for doubtful accounts           2,179,886,055,534       1,963,797,640,687
                         Total card assets                        9,499,675,340,508       9,374,266,681,991

LOANS (Notes 6, 7, 28 and 29)
 Other loans, net of allowance for doubtful accounts                   469,647,440               469,647,440

PROPERTY AND EQUIPMENT (Notes 8, 10, 13 and 26):
 Land                                                              118,160,330,711          83,994,796,609
 Buildings, net of accumulated depreciation                         63,944,678,888          42,186,583,765
 Vehicles, net of accumulated depreciation                             273,858,264             270,015,754
 Fixtures and equipment, net of accumulated depreciation            59,315,618,675          57,974,548,577
 Finance lease assets                                                1,944,838,878           2,500,507,128
 Construction in progress                                           11,181,081,396             471,628,080
                  Total property and equipment                     254,820,406,812         187,398,079,913

OTHER FINANCIAL ASSETS (Notes 7, 17, 26, 28 and 29):
 Other accounts receivable, net of allowance for doubtful
   accounts                                                         52,545,194,828          44,939,903,548
 Accrued revenue, net of allowance for doubtful accounts            40,435,815,327          43,753,371,236
 Guarantee deposits                                                 43,943,885,169          52,758,804,118
 Derivative assets                                                  15,584,834,280           2,555,101,143
                   Total other financial assets                    152,509,729,604         144,007,180,045

OTHER NON-FINANCIAL ASSETS
 (Notes 5, 7, 9, 23 and 26):
 Advanced payments, net of allowance for doubtful
    accounts                                                       21,128,473,870      25,223,575,660
 Prepaid expenses                                                  49,744,634,808      48,548,656,736
 Intangible assets                                                 67,808,659,935      72,976,002,526
 Deferred income tax assets                                       134,124,660,527     112,403,093,896
 Others                                                            21,833,180,090      21,819,424,816
                  Total other non-financial assets                294,639,609,230     280,970,753,634
                            Total Assets                      ₩11,083,975,682,936 ₩10,851,933,715,810

(Continued)
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

             CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                   AS OF JUNE 30, 2012 AND DECEMBER 31, 2011 (CONTINUED)


                                                                     (Unit: Korean Won)
                                                          June 30, 2012            December 31, 2011
LIABILITIES        AND       SHAREHOLDERS’
EQUITY

BORROWINGS :
 Borrowings (Notes 11, 28 and 29) (              ₩         490,000,000,000 ₩              590,000,000,000
 Bonds payable, net of discounts on debentures
  (Notes 12, 25, 28 and 29)                              6,708,887,420,387           6,481,760,496,118
                Total borrowings                         7,198,887,420,387           7,071,760,496,118

RETIREMENT BENEFIT (Note 14)
 Retirement benefit obligation                              21,953,792,202                 17,774,550,158
            Total retirement benefit                        21,953,792,202                 17,774,550,158

OTHER FINANCIAL LIABILITIES
 (Notes 13, 17, 26, 28 and 29):
 Accounts payable                                        1,047,457,966,158           1,066,705,610,154
 Withholdings                                               88,451,567,048              64,312,342,703
 Accrued expenses                                          107,572,352,566             140,922,092,976
 Finance lease liabilities                                   2,007,366,509               2,548,330,830
 Derivative liabilities                                      1,762,166,340               5,326,133,113
 Guarantee deposits                                         12,868,293,354              11,684,414,000
         Total other financial liabilities               1,260,119,711,975           1,291,498,923,776

OTHER NON-FINANCIAL LIABILITIES :
 Withholdings                                                6,617,218,797                  5,649,822,585
 Unearned revenue                                          374,195,483,654                347,865,031,849
 Provisions (Notes 16 and 24)                               80,834,848,187                 80,233,007,232
 Current tax liability                                      35,401,015,241                 40,468,853,188
       Total other non-financial liabilities               497,048,565,879                474,216,714,854

SHAREHOLDERS’ EQUITY :
 Share capital (Note 18)                                   802,326,430,000             802,326,430,000
 Capital surplus (Note 18)                                  57,704,443,955              57,704,443,955
 Retained earnings (Notes 19 and 21)                     1,254,110,117,202           1,148,396,655,980
 Reserves (Notes 17, 20 and 27)                             (8,204,528,664)           (11,764,319,031)
 Non-controlling interest                                        29,730,000                 19,820,000
         Total shareholders’ equity                      2,105,966,192,493           1,996,683,030,904
 Total Liabilities and Shareholders’ Equity        ₩    11,083,975,682,936    ₩     10,851,933,715,810




                 See accompanying notes to condensed consolidated financial statements.
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

         FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011


                                                                      (Unit: Korean Won)
                                                      2012                                           2011
                                     Three months              Six months           Three months              Six months
                                     ended June 30.           ended June 30.        ended June 30.           ended June 30.
OPERATING REVENUE:
Card income (Notes 26 and 31)     ₩ 596,020,112,472     ₩ 1,182,844,074,854      ₩ 575,072,716,824     ₩ 1,153,496,509,377

Interest income (Note 30)              4,750,680,827           10,046,723,333         6,457,772,982           11,341,792,252
Gain on disposal of financial
  assets AFS (Note 32)                          -                        -            4,051,343,198            4,051,343,198
Reversal of impairment loss on
  financial assets AFS (Note
  32)                                           -                  67,000,000          671,860,595               738,860,595
Dividends income                                -                 232,822,339                 -                  294,418,979
Reversal of provision for
  unused credit limits                          -                        -             635,005,051                      -
Other operating revenue
 (Notes 26 and 33)                    18,784,846,068            41,787,097,955       18,211,082,986            45,066,866,975
Total operating revenue              619,555,639,367         1,234,977,718,481      605,099,781,636         1,214,989,791,376

OPERATING EXPENSES:
Card expenses (Notes 26 and
  31)                                278,513,544,223          529,561,625,310       219,796,482,657          447,330,811,457
Interest expenses (Note 30)           86,578,547,921          173,241,397,774        91,045,743,585          181,406,990,924
General and administrative
  expenses (Notes 14, 15, 22
  and 26)                            149,027,360,807          280,938,867,339       121,865,384,340          235,558,495,893
Securitization expenses                   66,607,876              175,866,798            66,839,007              173,611,640
Bad debt expense and loss on
  disposal of loans                   55,872,178,959           98,186,842,299        41,344,482,284           94,171,915,310
Transfer to provision for
  unused credit limits (Note
  16)                                  (225,277,347)            1,501,400,815                  -               1,985,815,922
Impairment loss on financial
  assets AFS (Note 32)                          -                        -                     -                    8,324,157
Other operating expenses
  (Note 26 and 33)                     7,853,626,212            30,650,525,796       18,269,397,129            46,539,079,124
Total operating expenses             577,686,588,651         1,114,256,526,131      492,388,329,002         1,007,175,044,427

OPERATING INCOME                      41,869,050,716          120,721,192,350       112,711,452,634          207,814,746,949

(Continued)
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 (CONTINUED)


                                                                         (Unit: Korean Won)
                                                            2012                                   2011
                                                Three months         Six months        Three months         Six months
                                               ended June 30.       ended June 30.    ended June 30.      ended June 30.

INCOME BEFORE INCOME TAX                        41,869,050,716     120,721,192,350    112,711,452,634     207,814,746,949
INCOME TAX EXPENSE (Note 23)                    11,153,287,590      15,007,731,128     30,439,907,479      51,493,316,804
NET INCOME FOR THE PERIOD                       30,715,763,126     105,713,461,222     82,271,545,155     156,321,430,145

OTHER COMPREHENSIVE INCOME
 FOR THE PERIOD (Note 27)
 Effective portion of changes in fair value
 of cash flow hedges, net of tax                 2,701,223,576       3,559,790,367    (7,067,120,365)     (7,502,254,888)

TOTAL COMPREHENSIVE INCOME
 FOR THE PERIOD                               ₩33,416,986,702    ₩109,273,251,589    ₩75,204,424,790    ₩148,819,175,257

Net income attributable to:
  Owners of the Company                         30,715,763,126     105,713,461,222     82,271,545,155     156,321,430,145
  Non-controlling interests                               -                   -                  -                   -
Total comprehensive income attributable
 to:
  Owners of the Company                         33,416,986,702     109,273,251,589     75,204,424,790     148,819,175,257
  Non-controlling interests                               -                   -                  -                   -




                        See accompanying notes to condensed consolidated financial statements.
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

                                       FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011


                                             Capital Surplus                                              Reserve
                                                                                                         Cash flow              Attributable to         Non-
                     Share              Share               Other                 Retained                hedging               owners of the         controlling
                     capital           premium              capital               earnings                 reserve               Company              Interests             Total
Balance at
 January 1,
 2011           ₩802,326,430,000   ₩   45,399,364,539   ₩12,305,079,416     ₩   909,749,073,997     ₩ (3,150,335,270)       ₩   1,766,629,612,682     ₩ 19,820,000     ₩ 1,766,649,432,682
Comprehensive
  income
 Net income                  -                   -                    -          156,321,430,145                   -               156,321,430,145             -            156,321,430,145
 Other compre-
  hensive
  income                     -                   -                    -                     -           (7,502,254,888)             (7,502,254,888)            -             (7,502,254,888)
Non-controlling
 interests                   -                   -                    -                     -                      -                          -            9,910,000              9,910,000
Balance at
 June 30, 2011   802,326,430,000       45,399,364,539      12,305,079,416       1,066,070,504,142       (10,652,590,158)         1,915,448,787,939        29,730,000      1,915,478,517,939
Balance at
 January 1,
 2012            802,326,430,000       45,399,364,539      12,305,079,416       1,148,396,655,980       (11,764,319,031)         1,996,663,210,904        19,820,000      1,996,683,030,904
Comprehensive
 income                      -                   -                    -                     -                      -                          -                -                       -
 Net income                  -                   -                    -          105,713,461,222                   -               105,713,461,222             -            105,713,461,222
 Other compre-
  hensive
  income                     -                   -                    -                     -             3,559,790,367              3,559,790,367             -              3,559,790,367
Non-controlling
 interests                   -                    -                   -                      -                         -                       -           9,910,000              9,910,000
Balance at
 June 30, 2012 ₩802,326,430,000    ₩   45,399,364,539   ₩12,305,079,416     ₩ 1,254,110,117,202     ₩     (8,204,528,664)   ₩     2,105,936,462,493    ₩29,730,000     ₩ 2,105,966,192,493




                                       See accompanying notes to condensed consolidated financial statements.
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                      FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011


                                                                 Six months ended June 30,
                                                                 2012                  2011
                                                                     (Unit: Korean Won)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income for the period                               ₩ 105,713,461,222      ₩ 156,321,430,145
  Income tax expense                                         15,007,731,128         51,493,316,804
  Interest income                                           (10,046,723,333)       (11,334,712,100)
  Interest expense                                          173,241,397,774        181,406,990,924
  Dividend received                                            (232,822,339)         (294,418,979)
  Bad debt expense and loss on disposal of receivables       98,186,842,299         94,171,915,310
  Retirement benefits                                         5,280,211,663          5,129,583,010
  Depreciation                                               13,278,266,528          9,735,198,564
  Amortization                                                6,920,354,234          5,189,364,698
  Loss on foreign currency translation                       11,773,479,686          6,360,259,345
  Loss on valuation and transaction of derivatives              799,000,000         26,373,400,000
  Increase in provision for unused credit limit               1,501,400,815          1,985,815,922
  Card expense                                                1,238,937,503          2,454,295,003
  Loss from disposal of property and equipment                   81,595,456              4,518,026
  Impairment loss of financial assets AFS                              -                 8,324,157
  Other operating expenses                                      140,502,637            147,847,937
  Reversal of impairment loss for investment financial
    assets                                                        (67,000,000)        (738,860,595)
  Gain on disposal of financial assets AFS                               -          (4,051,343,198)
  Gain on foreign currency translation                            (13,249,097)     (26,448,009,330)
  Gain on valuation and transaction of derivatives            (11,767,500,000)      (6,247,080,000)
  Amortization of present value discounts on card asset       (23,080,028,495)     (11,690,490,134)
  Amortization of deferred origination fees                   (10,117,027,449)     (11,932,318,762)
  Gain on disposal of property and equipment                       (3,095,000)          (2,635,856)
  Other operating revenue                                      (2,279,000,000)      (2,287,618,501)
Changes in working capital:
  Decrease (increase) in card assets                         (191,380,340,206)      352,132,337,068
  Decrease in other loan                                                 -               500,000,000
  Increase in other financial assets                           (5,799,746,264)     (19,484,681,046)
  Decrease (increase) in other non-financial assets            (2,402,187,070)       59,126,562,312
  Increase in derivative assets                               (12,629,999,999)                 -
  Decrease in provisions                                                 -           (4,053,421,155)
  Decrease in retirement benefit obligations                   (1,755,860,759)       (2,144,306,709)
  Decrease (increase) in plan asset                               658,753,726          (815,502,679)
  Increase in derivative liabilities                           11,724,000,000            390,682,348
  Increase (decrease) in finance lease liabilities               (540,964,321)        3,075,493,444
  Decrease in other financial liabilities                     (31,253,267,031)    (101,126,357,372)
  Increase in other non-financial liabilities                  26,330,451,805        26,490,059,852
Cash generated from operating activities
  Interest received                                            11,501,389,530         5,040,499,652
  Interest paid                                              (165,480,031,763)    (173,773,419,864)
  Dividend received                                               232,822,339           294,418,979
  Income tax paid                                             (42,956,545,250)     (81,385,313,705)
Net cash provided by (used in) operating activities           (28,194,790,031)      530,021,823,515

(Continued)
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

        FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 (CONTINUED)


                                                                     Six months ended June 30,
                                                                    2012                  2011
                                                                         (Unit: Korean Won)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Disposal of investment financial assets                             67,000,000          110,019,643,960
  Disposal of property and equipment                                   3,100,000               44,071,303
  Disposal of intangible assets                                    1,250,000,000                     -
  Net decrease (increase) in guarantee deposit                     9,860,120,861           (2,883,723,721)
  Net increase in bank deposit                                              -              (9,910,000,000)
  Acquisition of property and equipment                          (75,042,053,649)         (22,596,400,452)
  Acquisition of intangible assets                                (3,806,501,973)          (9,714,521,804)
Net cash provided by (used in) investing activities              (67,668,334,761)          64,959,069,286

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in borrowings                                       4,190,000,000,000                   -
  Proceeds from issue of bonds payable                         1,836,689,791,347      1,920,026,752,737
  Increase in non-controlling interest                                 9,910,000              9,910,000
  Repayment of borrowings                                     (4,290,000,000,000)    (1,218,013,480,000)
  Repayment of bonds payable                                  (1,623,797,000,000)    (1,073,473,274,800)
Net cash provided by (used in) financing activities              112,902,701,347       (371,450,092,063)

NET INCREASE IN CASH AND CASH EQUIVALENTS                         17,039,576,555          223,530,800,738
CASH AND CASH EQUIVALENTS, BEGINNING OF
 THE PERIOD                                                     830,022,903,023           607,047,772,134
CASH AND CASH EQUIVALENTS, END OF THE
 PERIOD                                                     ₩ 847,062,479,578       ₩ 830,578,572,872




                 See accompanying notes to condensed consolidated financial statements.
HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES

                     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

            FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011




1.    GENERAL:

      Hyundai Card Co., LTD (the “Parent”) is engaged in the credit card business under the Specialized Credit
      Financial Business Law of Korea. On June 15, 1995, the Parent acquired the credit card business of Korea
      Credit Circulation Co., Ltd. and on June 16, 1995, the Korean government granted permission to the Parent to
      engage in the credit card business.

      As of June 30, 2012, the Parent has approximately 9.30 million card members, 2.01 million registered
      merchants, and 180 marketing centers, branches and posts. Its head office is located in Yeoido, Seoul.

      As of June 30, 2012, the total common stock of the Parent is ₩802,326 million. The shareholders of the Parent
      and their respective ownerships as of June 30, 2012 and December 31, 2011 are as follows:

                                          June 30, 2012                     December 31, 2011
           Shareholder         Number of shares    % of ownership   Number of shares  % of ownership
     Hyundai Motor Co., Ltd.        50,572,187                31.52      50,572,187              31.52
     Kia Motors Co., Ltd.           18,422,142                11.48      18,422,142              11.48
     Hyundai Steel Co., Ltd.          8,729,750                5.44        8,729,750              5.44
     GE Capital Int'l Holdings      69,000,073                43.00      69,000,073              43.00
     Hyundai Commercial Inc.          8,889,622                5.54        8,889,622              5.54
     Others                           4,851,512                3.02        4,851,512              3.02
     Totals                        160,465,286              100.00      160,465,286            100.00


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      The Company maintains its official accounting records in Republic of Korean won (“Won”) and prepares
      consolidated financial statements in conformity with Korean statutory requirements and Korean International
      Reporting Standards (“K-IFRS”), in the Korean language (Hangul). Accordingly, these condensed consolidated
      financial statements are intended for use by those who are informed about K-IFRS and Korean practices. The
      accompanying condensed consolidated financial statements have been translated into English with certain
      expanded descriptions from the Korean language condensed consolidated financial statements, if applicable.


      (1)    Basis of Preparation

      The Company’s interim consolidated financial statements for the six months ended June 30, 2012 are prepared
      in accordance with K-IFRS 1034, Interim Financial Reporting.

      The Company’s accounting policies applied for the accompanying interim consolidated financial statements are
      the same as the policies applied for the preparation of consolidated financial statements for the year ended
      December 31, 2011, except for the effects from the introduction of new and revised accounting standards or
      interpretations as described below.
- 2 -


1) Accounting standards and interpretations that were newly applied during the six months ended June 30, 2012,
    and changes in the Company’s accounting policies are as follows:

K-IFRS 1107, Financial Instruments: Disclosures – Transfers of Financial Assets

The amendments to K-IFRS 1107 increase the disclosure requirements for transactions involving transfers of
financial assets. These amendments are intended to provide greater transparency around risk exposures when a
financial asset is transferred but the transferor retains some level of continuing involvement in the asset. The
amendments also require disclosures where transfers of financial assets are not evenly distributed throughout
the period. K-IFRS 1107 requires additional disclosures regarding the continuous involvement of the Company
related to transferred assets. With regards to the financial assets that are transferred to special purpose company
(the “SPC”) from the Parent but not removed, the Company additionally disclosed the fair value of transferred
assets. (Note 25)

Amendments to K-IFRS 1012, Deferred Tax – Recovery of Underlying Assets

The amendments to K-IFRS 1012 provide an exception to the general principles in K-IFRS 1012 that the
measurement of deferred tax assets and deferred tax liabilities should reflect the tax consequences that would
follow from the manner in which the entity expect to recover the carrying amount of an asset. Investment
property measured using the revaluation model under K-IFRS 1040 Investment Property or a non-depreciable
asset measured using the revaluation model in K-IFRS 1016 Property, Plant, and Equipment, are presumed to
be recovered through sale for the purposes of measuring deferred taxes, unless the presumption is rebutted in
certain circumstances. These amendments do not have a significant effect on the Company’s consolidated
financial statements and disclosures.

Amendments to K-IFRIC Interpretation 2114, Prepayments of a Minimum Funding Requirements

The amendments to K-IFRIC Interpretation 2114 requires the surplus from to prepayments of a minimum
funding requirements be recognized as an asset while it was not before adopting the interpretation. These
amendments do not have a significant effect on the Company’s consolidated financial statements and
disclosures.

2) Currently, enactments and amendments of the K-IFRSs are in progress, and the financial information
   presented in the consolidated financial statements may change accordingly in the future. The Company has
   not applied the following new and revised K-IFRSs that have been issued but are not yet effective:

K-IFRS 1019 (as revised in 2011), Employee Benefits

The amendments to K-IFRS 1019 change the accounting for defined benefit plans and termination benefits.
The most significant change relates to the accounting for changes in defined benefit obligations and plan assets.
The amendments require the recognition of changes in defined benefit obligations and in fair value of plan
assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of K-
IFRS 1019 and accelerate the recognition of past service costs. The amendments to K-IFRS 1019 are effective
for annual periods beginning on or after January 1, 2013 and require retrospective application with certain
exceptions.

K-IFRS 1113, Fair Value Measurement

K-IFRS 1113 establishes a single source of guidance for fair value measurements and disclosures about fair
value measurements. The standard defines fair value, establishes a framework for measuring fair value, and
requires disclosures about fair value measurements. K-IFRS 1113 is effective for annual periods beginning on
or after January 1, 2013, with earlier application permitted.

The Company does not anticipate that these amendments referred above will have a significant effect on the
Company’s consolidated financial statements and disclosures.
- 3 -

     3.     CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

            In the application of the Company’s accounting policies, management is required to make judgments, estimates
            and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other
            sources. Actual results may differ from these estimates.

             The application of the Company’s accounting policies and the judgments by management on sources of
             estimation uncertainty are the same as those of the consolidated financial statements as of December 31, 2011.


     4.     SUBSIDIARIES:

          (1) As of June 30, 2012, subsidiaries of the Company are PRIVIA 1st SPC, PRIVIA 2nd SPC and PRIVIA 3rd SPC.
              And PRIVIA 1st SPC and PRIVIA 2nd SPC were already subsidiaries of the Company as of December 31,
              2011. The percentages of ownership and voting rights are both 0.9%, which have not changed for the six
              months ended June 30, 2012.

          (2) Changes in the Company’s subsidiaries for the six months ended June, 30 2012 are as follows.

                      Company                               Asset
                 PRIVIA 3rd SPC                Newly established due to ABS issuance


     5.     RESTRICTED CASH AND DEPOSITS:

          Restricted financial assets as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions):


                                   Type            Entity          June 30, 2012      December 31, 2011    Restriction
    Due from financial       Financial         KB and others                                            Guarantee deposits
     institutions               instruments                    ₩              18 ₩                    18 for overdraft
                             Financial         Shinhan Bank
                                                                                                           Secured deposits
                                instruments     and others                 33,000                 33,000
                             Financial         Mirae Asset                                              Social enterprise
                                instruments     Securities                    13                      13 fund
    Others                   Other dues        Korea Asset
                                                Management                                                 Escrow account
                                                Corporation                18,610                 18,610
                                                               ₩           51,641 ₩               51,641


     6.     CARD ASSETS AND LOANS

             Card assets and loans by customer as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions):

                                               June 30, 2012                                    December 31, 2011
                               Households      Corporates          Total           Households       Corporates                Total
CARD ASSETS :
 Card receivables (*)        ₩ 5,918,132 ₩ 542,254 ₩6,460,386 ₩ 6,039,571 ₩                                461,552    ₩ 6,501,123
 Cash advances                      959,142           -            959,142   1,016,028                        -         1,016,028
 Card loans (*)                   2,258,543           -          2,258,543   2,030,869                        -         2,030,869
         Sub total                9,135,817       542,254        9,678,071   9,086,468                     461,552      9,548,020
LOANS
 Loans to corporate                  -                  500            500        -                            500              500
          Total                9,135,817          542,754        9,678,571   9,086,468                     462,052        9,548,520
Allowance for doubtful
 accounts                        (172,133)          (6,293)       (178,426)   (165,480)                     (8,304)      (173,784)
Book value                   ₩ 8,963,684 ₩ 536,461 ₩ 9,500,145 ₩ 8,920,988 ₩                               453,748     ₩9,374,736
Composition rate                   94.35%            5.65%         100.00%      95.16%                       4.84%        100.00%
      (*) Adjusted for deferred origination fees and present value discounts
- 4 -


7.     ALLOWANCE FOR DOUBTFUL ACCOUNTS:

       Changes in the allowance for doubtful accounts for the six months ended June 30, 2012 and June 30, 2011 are
       as follows (Unit: Won in millions):

                                                           Six months ended June 30, 2012
                               Card             Cash
                            receivables       advances        Card loans          Loans        Other assets     Total
Balance at January 1,
 2012                     ₩     68,773    ₩     37,910 ₩            67,071    ₩          30    ₩    2,306     ₩ 176,090
Bad debt expenses               (1,033)           (249)               (108)          -               -           (1,390)
Bad debt recovered                 349             559                 184           -               -            1,092
Disposition &
 repurchase                    (10,757)          (7,250)            (8,045)          -               -           (26,052)
Provision of
 allowance for
 doubtful accounts               7,647           3,790              19,555           -                   64       31,056
Balance at June 30,
 2012                     ₩     64,979    ₩     34,760      ₩       78,657    ₩          30    ₩    2,370     ₩ 180,796


                                                           Six months ended June 30, 2011
                               Card             Cash
                            receivables       advances        Card loans          Loans        Other assets     Total
Balance at January 1,
 2011                     ₩    59,315     ₩     43,132 ₩            63,527 ₩               8   ₩    4,059     ₩ 170,041
Bad debt expenses              (3,383)          (3,386)             (2,397)          -               -           (9,166)
Bad debt recovered                177              275                  93           -               -              545
Disposition &
 repurchase                    (12,235)          (9,509)         (12,897)            -               -           (34,641)
Provision of
 (Reversal of)
 allowance for
 doubtful accounts              20,313          14,445              18,341                44       (1,142)        52,001
Balance at June 30,
 2011                     ₩     64,187    ₩     44,957      ₩       66,667    ₩           52   ₩    2,917     ₩ 178,780


8.     PROPERTY AND EQUIPMENT:

     Changes in the book value of property and equipment for the six months ended June 30, 2012 and 2011 are as
     follows (Unit: Won in millions):


                                                      Six months ended June 30, 2012
                             Beginning                                                              Ending
                              balance    Acquisition Reclassification(*) Disposal    Depreciation   balance
     Land                   ₩     83,995 ₩    34,165 ₩              -   ₩       -    ₩       -     ₩ 118,160
     Buildings                    42,187      22,169                347         -           (758)      63,945
     Vehicles                        270           76                 -         -             (72)        274
     Fixtures and equipment       57,974      13,179                137         (82)     (11,892)      59,316
     Finance lease assets          2,500         -                    -         -           (556)       1,944
     Construction in
       progress                      472       5,453             5,256          -            -         11,181
              Total         ₩ 187,398 ₩       75,042 ₩           5,740 ₩        (82) ₩ (13,278) ₩ 254,820

      (*) ₩5,740 million of construction in progress is reclassified from advanced payments.
- 5 -


                                                     Six months ended June 30, 2011
                            Beginning                                                              Ending
                             balance    Acquisition Reclassification(*) Disposal    Depreciation   balance
     Land                   ₩ 80,414 ₩        1,853 ₩              -    ₩      -    ₩       -     ₩ 82,267
     Buildings                   34,494       5,427                -           -           (511)      39,410
     Vehicles                       293          233               -         (46)            (75)        405
     Fixtures and equipment      36,617      11,598             4,552          -         (8,871)      43,896
     Finance lease assets          -          3,334                -           -           (278)       3,056
     Construction in
       progress                     698          151              (226)        -            -             623
              Total         ₩ 152,516 ₩      22,596 ₩          4,326 ₩        (46) ₩     (9,735) ₩ 169,657

       (*) ₩4,326 million of fixtures and equipment is reclassified from construction in progress intangible assets
           (see Note 9).


9.     INTANGIBLE ASSETS:

       Changes in intangible assets for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit:
       Won in millions):

                                                       Six months ended June 30, 2012
                              Beginning                                                          Ending
                               balance  Acquisition Reclassification(*) Disposal  Amortization   balance
     Development cost        ₩ 36,656 ₩      1,444 ₩              482 ₩       -   ₩    (5,123) ₩    33,459
     Industrial property
      rights                          116           -                 -              -               (20)           96
     Others                        11,369           -                 -              -            (1,777)        9,592
     Construction in
      progress                      2,101          2,363            (1,286)          -              -            3,178
     Membership                    22,734           -                 -            (1,250)          -           21,484
              Total          ₩     72,976 ₩        3,807 ₩            (804) ₩      (1,250) ₩      (6,920) ₩     67,809

     (*) ₩804 million of construction in progress is reclassified to advanced payments.


                                                    Six months ended June 30, 2011
                              Beginning                                                           Ending
                               balance  Acquisition Reclassification(*) Disposal   Amortization   balance
     Development cost        ₩ 21,801 ₩      2,162 ₩            9,667 ₩       -    ₩    (3,666) ₩    29,964
     Industrial property
      rights                          155           -                 -              -               (20)          135
     Others                         9,757          3,894                  75         -            (1,503)       12,223
     Construction in
      progress                     17,253          2,407           (14,068)          -              -            5,592
     Membership                    21,484          1,250              -              -              -           22,734
              Total          ₩     70,450 ₩        9,713 ₩          (4,326) ₩        -     ₩      (5,189) ₩     70,648

     (*) ₩4,326 million of construction in progress is reclassified to fixtures and equipment (see Note 8).


10. ASSETS PLEDGED AS COLLATERALS:

       Land and buildings amounting to ₩1,676 million are provided as collaterals for leasehold deposits received as
       of June 30, 2012.
- 6 -

11. BORROWINGS:

     Borrowings as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions):

                                            Annual interest
                  Borrowed from               rates (%)             Maturity         June 30, 2012      December 31, 2011
Commercial       IBK Securities                                     2012.7.9
 papers             and others                3.48 ~ 3.61         ~ 2012.9.13    ₩            320,000   ₩          490,000
Borrowings         Hana Bank                                       2012.11.2
                   and others                 4.69 ~ 5.55         ~ 2014.7.19                 170,000               100,000
                                                                                 ₩            490,000   ₩           590,000


12. BONDS PAYABLE:

     Details of bonds payable as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions):

                            Annual                             June 30, 2012           December 31, 2011
                       interest rates (%)      Maturity   Par value      Issue price Par value   Issue price
  Short-term                                 2012.12.08 ~
                          3.40 ~ 4.95
   debentures                                 2013.6.14 ₩      90,000 ₩ 90,000 ₩ 130,000 ₩ 130,000
  Current portion of
                                              2012.7.05 ~
   long-term              3.47 ~ 6.15
                                               2013.6.30
   debentures                                                    1,390,000      1,390,000        1,333,797      1,333,797
  Long-term              3.36 ~ 6.94
   debentures           1M USD Libor
                                              2013.7.12 ~
                          + 0.724,
                                               2019.3.19
                        1M USD Libor
                            + 1.5                                5,240,047      5,240,047         5,027,320     5,027,320
  Discounts on
   debentures                                                                   (11,160)                           (9,357)
  Bonds payable, net                                                         ₩6,708,887                       ₩ 6,481,760

   The above bonds payable are non-guaranteed corporate bonds, with their principals to be redeemed at maturity.
   Bond issuance costs are recorded as discounts on bonds payable and amortized using the effective interest rate
   method.


13. FINANCE LEASE LIABILITIES:

   (1) Lease contract

   The Company uses electronic equipment under a finance lease for 3 years. The Company may exercise a bargain
   purchase option at expiration date of the lease contract. The lessor has the legal ownership of the finance lease
   assets as collateral for the finance lease obligation; the collateral amounts to ₩1,944 million and ₩2,500
   million as of June 30, 2012 and December 31, 2011, respectively.

   (2) Finance lease liabilities of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions):

                                 June 30, 2012                                   December 31, 2011
                      Minimum lease       Present value of               Minimum lease     Present value of
                         payments minimum lease payments                    payments   minimum lease payments
     Less than 1 year ₩      1,202 ₩                    1,124            ₩       1,202 ₩               1,096
     1-5 years                 902                         883                   1,503                 1,452
     Present value
      discounts                (97)                                                   (157)
     Present value    ₩      2,007                                       ₩           2,548
- 7 -

14. RETIREMENT BENEFIT PLAN:

  (1)   Defined contribution plan

  The expense recognized in the consolidated statements of comprehensive income related to post-employment
  benefit plan under the defined contribution plan for the six month period ended June 30, 2012 and June 30, 2011
  are as follows (Unit: Won in millions):

                                                               Six months ended June 30,
                                                             2012                     2011
    Defined contribution plan                        ₩                 4      ₩            -

  (2) Defined benefit plan

  1) As of June 30, 2012 and December 31, 2011, the amounts recognized in the consolidated statements of
     financial position related to retirement benefit obligation are as follows (Unit: Won in millions):

                                                       June 30, 2012           December 31, 2011
    Present value of defined benefit obligation      ₩          40,936        ₩           37,007
    Fair value of plan assets                                  (18,945)                  (19,195)
    Transferred to national pension fund                           (37)                       (37)
    Retirement benefit obligation                    ₩          21,954        ₩           17,775


  2) Changes in the present value of the defined benefit obligation for the six months ended June 30, 2012 and
     June 30, 2011 are as follows (Unit: Won in millions):

                                                               Six months ended June 30,
                                                             2012                     2011
    Beginning balance                                ₩            37,007      ₩           27,790
    Current service cost                                           4,386                   3,564
    Interest cost                                                    732                     628
    Transfer of employees between the
      Company and the related companies                             (531)                      (78)
    Actuarial losses                                                 567                     1,324
    Benefits paid                                                 (1,225)                   (2,066)
    Ending balance                                   ₩            40,936       ₩            31,162

  3) Changes in the fair value of the plan assets for the six months ended June 30, 2012 and June 30, 2011 are as
     follows (Unit: Won in millions):

                                                               Six months ended June 30,
                                                              2012                    2011
    Beginning balance                               ₩              19,195     ₩            18,143
    Contributions from the employer                                  -                      1,500
    Expected return on plan assets                                     368                    348
    Actuarial gains                                                     41                     38
    Transfer of employees between the
      Company and its related companies                             (176)                      307
    Benefits paid                                                   (483)                     (992)
    Ending balance                                  ₩             18,945       ₩            19,344
- 8 -

   4) Details of pension expenses are as follows (Unit: Won in millions):

                                                 2012                              2011
                                   Three months        Six months      Three months      Six months
                                  ended June 30.      ended June 30.  ended June 30.    ended June 30.
Current service cost             ₩          2,193 ₩            4,386 ₩          1,782 ₩          3,564
Interest cost                                 366                732              314              628
Expected return on plan assets               (184)              (368)           (174)             (348)
Actuarial losses                              687                526            1,302            1,286
              Total              ₩          3,062 ₩            5,276 ₩          3,224 ₩          5,130
Return on plan assets                         211                409              196              386

   5) Actuarial assumption

   For the computation of defined benefit obligation, actuarial assumption of discount rate is 4.00% and 4.23% as
   of June 20, 2012 and December 31, 2011, respectively. Actuarial assumption of expected return on plan assets is
   4.69% and 4.08% as of June 20, 2012 and December 31, 2011, respectively, and that of expected rate of salary
   increase is constantly 5.60% as of June 20, 2012 and December 31, 2011.


15. EMPLOYEE BENEFITS:

   Details of employee benefits for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit:
   Won in millions):
                                                   2012                                 2011
                                      Three months       Six months         Three months          Six months
                                     ended June 30.     ended June 30.      ended June 30.       ended June 30.
  Short-term employee benefits ₩             27,810 ₩            52,773 ₩            24,112 ₩            49,468
  Pension expenses                            3,064                5,280              3,224               5,130
                                  ₩          30,874 ₩            58,053 ₩            27,336 ₩            54,598


16. PROVISION:

   (1) Provision for unused credit limits

   The Company recognizes loss provision for expected future use of unused portions of credit limits. Changes in
   loss provision for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions):

                                                                Six months ended June 30,
                                                              2012                     2011
     Beginning                                       ₩             47,167     ₩             46,073
     Increase                                                       1,501                    1,986
     Ending                                          ₩             48,668     ₩             48,059

   (2) Provision for mileage points

   Changes in provision for mileage points for the six months ended June 30, 2012 and June 30, 2011 are as follows
   (Unit: Won in millions):

                                                     Six months ended June 30,
                                             2012                                 2011
                                   Point         Customer loyalty       Point          Customer loyalty
      Beginning              ₩           3,685 ₩            7,555 ₩            2,368 ₩           12,069
      Increase (decrease)                 (468)             1,707                786              1,668
      Ending                 ₩           3,217 ₩            9,262 ₩            3,154 ₩           13,737
- 9 -

  (3) Other provisions

  Changes in other provisions for the six months ended June 30, 2012 and 2011 are as follows (Unit: Won in
  millions):

                                                                 Six months ended June 30,
                                                                 2012                         2011
    Beginning                                        ₩                21,826       ₩                 20,916
    Decrease                                                           (2,138)                       (4,053)
    Ending                                           ₩                19,688       ₩                 16,863


  The above amounts as of June 30, 2012 include provision for deposits in escrow account of ₩14,058 million,
  provision for pending litigations of ₩5,630 million.


17. DERIVATIVES AND HEDGE ACCOUNTING:

  (1) There are no derivative instruments held for trading as of June 30, 2012 and December 31, 2011.

  (2) Cash flow hedge

  The Company removes the volatility risk of future cash flow of a hedged item, such as borrowing or bond,
  caused by changes in market interest rates or in foreign currency rates, by using derivatives instruments such as
  an interest swap or currency swap. The Company’s policies and strategies of cash flow hedge are the same as
  those as of December 31, 2011.

      1) Fair value of cash flow hedge as of June 30, 2012 and December 31, 2011 are as follows (Won in
        millions):

                                   June 30, 2012                                      December 31, 2011
                     Contract                                            Contract
                     Amount            Asset             Liabilities     Amount           Asset           Liabilities

Interest rate
  swap             ₩     496,000 ₩             689               803 ₩      280,000 ₩             643 ₩          931
Cross currency
  swap                 940,503           14,896                959          582,573          1,912             4,395
      Total        ₩ 1,436,503 ₩         15,585      ₩       1,762 ₩        862,573   ₩      2,555 ₩           5,326

  For transactions between local currencies and foreign currencies, the unsettled amount of transaction is presented
  using the basic foreign exchange rate on the contract amount in foreign currencies. For transaction between
  foreign currencies and other foreign currencies, the unsettled amount is presented using the basic foreign
  exchange rate on the contract amount in foreign currencies purchased.

      2) Expected cash flows for cash flow hedge

      The maximum periods, during which the Company will be exposed to future cash flows fluctuations arising
      from currency swaps are as follows (Won in millions):

                                                   June 30, 2012           December 31, 2011
         Less than 1month                        ₩            (1,822)      ₩            (1,228)
         1-3 months                                           (2,896)                     (398)
         3-12 months                                         (14,293)                 (10,805)
         1-5 years                                             7,332                       367
                                                 ₩           (11,679)      ₩          (12,064)
- 10 -

18. SHARE CAPITAL:

   There was no change in share capital and capital surplus for the six months ended June 30, 2012.


19. RETAINED EARNINGS:

  (1) Details of retained earnings as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in
      millions):

                                              June 30, 2012            December 31, 2011
    Legal reserve (*)                       ₩            20,143       ₩            20,143
    Reserve for bad loans                              454,337                    439,031
    Retained earnings                                  779,630                    689,223
                                            ₩        1,254,110        ₩         1,148,397

    (*) The Korean Commercial Code requires a company to appropriate at least 10 percent of dividends paid
        as legal reserve for each fiscal period, until the reserve equals 50 percent of paid-in capital. This
        reserve is not available for payment of cash dividends; however, it can be used to reduce deficit or be
        transferred to capital.

  (2) Changes in retained earnings for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit:
      Won in millions):

                                                                     Six months ended June 30,
                                                                    2012                 2011
    Beginning                                                  ₩      1,148,397 ₩            909,749
    Net income attributable to the owners of the Company                105,713              156,321
    Ending                                                     ₩      1,254,110 ₩          1,066,070


20. RESERVES:

   Details of cash flow hedging reserve for the six months ended June 30, 2012 and 2011 are as follows (Unit:
   Won in millions):

                                                                            Six months ended June 30,
                                                                            2012                2011
       Beginning                                                     ₩         (11,764) ₩            (3,150)
       Cash flow hedging reserve gains (losses)
         Interest rate swap                                                           174               1,010
         Cross currency swap                                                       4,544              (10,593)
       Tax effect                                                                (1,159)                2,080
       Amount reclassified to current income                                        -                    -
       Tax effect related to reclassified amounts to current
        income                                                                      -                    -
       Ending                                                        ₩           (8,205)    ₩         (10,653)

  Cash flow hedging reserve represents the cumulative gain or loss of hedging instruments related to the effective
  portion of the Company’s hedge accounting. The cumulative deferred gains or losses of hedging instruments is
  reclassified to income or loss only when the hedged item is reflected in current operations, or by which initial
  book value of non-financial hedged item is adjusted in accordance with relevant accounting policy.
- 11 -

21. RESERVE FOR BAD LOANS:

     Reserve for bad loans is calculated and disclosed according to Article 11, Supervisory Regulation on Company
     Specialized Credit Finance.

   (1) Reserve for bad loans reflected in retained earnings as of June 30, 2012 and December 31, 2011 are as
       follows (Unit: Won in millions):

                                                 June 30, 2012         December 31, 2011
     Accumulated reserve for bad loans         ₩         439,031       ₩        192,810
     Expected reserve for bad loans                        15,306               246,221
     Reserve for bad loans                     ₩         454,337       ₩        439,031

   (2) The provision of reserve for bad loans and adjusted income after reserve for bad loans for the three months
       and six months ended of June 30, 2012 and June 30,2011 are as follows (Unit: Won in millions):

                                                                    2012                              2011
                                                       Three months      Six months     Three months     Six months
                                                      ended June 30.   ended June 30.   ended June 30. ended June 30.
Transfer to reserve for bad loans                    ₩       (3,842)   ₩      15,306    ₩    32,875    ₩      61,057
Adjusted income after reserve for bad loans                  34,558           90,407         49,397           95,264


22. GENERAL AND ADMINISTRATIVE EXPENSES:

     Details of general and administrative expenses for the three months and six months ended June 30, 2012 and
     June 30, 2011 are as follows (Unit: Won in millions):

   <PAYROLL>
                                                                2012                             2011
                                                Three months        Six months       Three months      Six months
                                               ended June 30.     ended June 30.    ended June 30.   ended June 30.
   Salaries wages                             ₩        22,380     ₩       41,794    ₩       19,681 ₩         40,380
   Pension expenses                                     3,064              5,280             3,224            5,130
   Employee benefits                                    7,021             14,567             5,784           12,372
                                              ₩        32,465     ₩       61,641    ₩       28,689 ₩         57,882

   <OTHER EXPENSES>
                                                       2012                              2011
                                          Three months        Six months     Three months       Six months
                                        ended June 30.      ended June 30. ended June 30.     ended June 30.
   Travel expenses                     ₩            777    ₩         1,279 ₩            572 ₩            994
   Communication expenses                         5,575             10,989            4,958           10,548
   Post expense                                   3,351              6,471            2,760            5,817
   Rental expenses                                6,846             13,586            5,274           10,313
   Taxes dues                                     3,925              7,702            6,410           11,278
   Repair and maintenance expenses                  145                296              182              363
   Insurance premiums                               184                188              199              206
   Entertainment expenses                           258                442              137              393
   Advertising expenses                          10,220             20,019          11,829            22,262
   Supply expenses                                  627              1,156              640            1,026
   Vehicle maintenance expenses                        3                11                1               10
   Periodicals expenses                             261                288               17               44
   Publication expenses                           1,684              3,515            2,487            3,797
   Training expenses                              1,428              2,271              837            1,570
   Electronic data processing
   expense                                           8,026                 16,371             9,216             16,213
   Expense for temporary staff                       9,456                 18,206             7,777             16,102
   Professional expenses                            43,573                 77,086            24,300             45,988
   Delivery expense                                  1,117                  2,097               572              1,213
- 12 -

                                                      2012                                       2011
  Commission expense                              6,067              11,939                   5,104               11,023
  Business activities expense                     1,126               2,041                   1,065                1,843
  Depreciation expense                            6,768              13,278                   5,162                9,735
  Amortization expense                            3,480               6,920                   2,786                5,189
  Event expense                                   1,126               1,793                     203                  360
  Conference expense                                101                 197                     103                  206
  Building administrative expense                   439               1,157                     585                1,183
                                      ₩          116,563 ₩          219,298      ₩           93,176 ₩            177,676


23. INCOME TAX FROM CONTINUING OPERATIONS

  (1) Income tax expense for the six months ended June 30, 2012 and June 30, 2011 are summarized as follows
      (Unit: Won in millions):

                                                                                 Six months ended June 30,
                                                                                 2012                2011
   Income tax currently payable                                              ₩      37,889       ₩     53,662
   Changes in deferred tax assets by temporary differences (*)                     (21,722)            (3,627)
   Total                                                                            16,167             50,035
   Changes in income tax expense reflected directly in shareholders’
      equity                                                                           (1,159)           1,458
   Income tax expense                                                        ₩        15,008 ₩          51,493
   (*) Ending net deferred tax assets due to temporary differences           ₩       134,125 ₩        128,690
       Beginning net deferred tax assets due to temporary differences                112,403          125,063
       Changes in net deferred tax assets due to temporary differences       ₩       (21,722) ₩        (3,627)

   (2) Income tax expenses reflected directly in shareholders’ equity for the six months ended June 30, 2012 are
       as follows (Unit: Won in millions):

                                              January 1, 2012            June 30, 2012               Decrease
      Loss on valuation of derivatives    ₩                3,732    ₩                2,573    ₩            (1,159)

  (3) A reconciliation between income before income tax and income tax expense for the six months ended June
      30, 2012 and June 30, 2011 are as follows (Unit: Won in millions):

                                                                              Six months ended June 30,
                                                                                 2012                2011
       Income before income tax                                          ₩       120,721     ₩       207,815
       Income tax payable by the statutory income tax rate (23.8%
         and 24.2% for the six months ended June 30, 2012 and June
         30, 2011, respectively)                                                  28,753              50,265
       Tax reconciliations:
          Non-taxable income                                                          (46)              -
          Non-deductible expenses                                                     105                    6
          The amount of deductible temporary differences for which
            no deferred tax asset is recognized                                  (11,384)               -
          True-up adjustment                                                      (3,463)             (6,941)
          Others                                                                   1,043               8,163
       Sub-total                                                                 (13,745)              1,228
       Income tax of continued operation                                 ₩        15,008     ₩        51,493
- 13 -

24. CONTINGENCIES AND COMMITMENTS:

  Contingencies and commitments are the same as those of the separate financial statements as of December 31,
  2011 except for the followings.

  (1) Credit line agreement

    a. Credit Facility Agreement

      The Company entered into a Credit Facility Agreement with GE Capital Corporation (“GECC”) on August 1,
      2012. The Credit Facility limit is Euro equivalent of USD200 million. The maturity of the Credit Facility is
      January 9, 2015 and is renewable on January 2013 and 2014.

      With regard to the Credit Facility Agreement, the Company, GECC, Hyundai Motor Company and Kia
      Motors Corp. entered into a Support Agreement and the contract date of Support Agreement is the same as
      the one of the Credit Facility Agreement. Details of Credit Facility Agreement at the end of reporting period
      are the same as those as of December 31, 2011.

    b. Revolving Credit Facility

      The Company had Revolving Credit Facility Agreements with many financial institutions during the six
      months ended June 30, 2012 and the details of credit lines are as follows (Unit: Won in millions):

          Financial instruments               Credit line                            Term
      Kookmin Bank                   ₩                      100,000        2012-01-30 ~ 2013-01-28
      Kookmin Bank                                           30,000        2012-05-28 ~ 2013-05-28
      Kookmin Bank                                           30,000        2011-10-24 ~ 2012-10-22
      Nong Hyup Bank                                        100,000        2012-03-29 ~ 2013-03-29
      Citibank, Seoul                                        50,000        2011-12-24 ~ 2012-12-23
      Woori Bank                                            200,000        2012-06-29 ~ 2013-06-28
      Shinhan Bank                                           50,000        2012-04-16 ~ 2013-04-15
      Shinhan Bank                                           50,000        2012-05-31 ~ 2013-05-31

  (2) Pending Lawsuits

      As of June 30, 2012, the pending lawsuits, whose outcomes cannot be ascertained as of the report date, are
      the followings (Unit: Won in millions):

                   Type                     Plaintiff                Defendant              Amount       Status
       Claim for loss              Hankook Cardnet and 6       The Company and 16
        compensation                 others                      defendants             ₩       2,742 Ongoing
       Claim for loss              Jeong, Seong Hwa and 70     The Company and 16
        compensation                 others                      defendants                     2,343 Ongoing
       Claim for loss              Lee, Bok Gi                 The Company and 16
        compensation                 and 113 others              defendants                       153 Ongoing
       Claim for loss              Ko, Sung Bong and 108       The Company and 16
        compensation                 others                      defendants                       109 Ongoing
       Claim for loss              Shin, Gwang Sik and 5       The Company and 16
        compensation                 others                      defendants                     1,801 Ongoing
       Claim for loss              HanKook Card System and     The Company and 16
        compensation                 18 others                   defendants                     1,700 Ongoing
       Claim for loss              Jang, Won Sik and 124       The Company and 11
        compensation                 others                      defendants                       700 Ongoing
       Claim for loss              Kang, Kyoung Hee and 53     The Company and 16
        compensation                 others                      defendants                       108 Ongoing
       Claim for loss              Shin, Dong Wook             The Company and 16
        compensation                                             defendants                           2 Ongoing
       Claim for loss              Yoon, Yong Seob and 30      The Company and 16
        compensation                others                       defendants                     1,242 Ongoing
       Claim for loss              Lee, Kyoung Hee and 3       The Company and 16
        compensation                others                       defendants                          80 Ongoing
- 14 -

                     Type                    Plaintiff             Defendant                 Amount       Status
         Claim for loss             Yoo, Jae Won and 5 others The Company and 16
          compensation                                          defendants                         100 Ongoing
         Claim for loss             SPECOM Co. Ltd.           The Company and 16
          compensation                                          defendants                         846 Ongoing
         Claim for loss             Lim, Byeong Gwi and 30 The Company and 16
          compensation                others                    defendants                       2,481 Ongoing
         Claim for loss             ZIO TECHNET and 32        The Company and 16
          compensation                others                    defendants                         903 Ongoing
         Claim for loss                                       The Company and 16
          compensation              Jung, Hyun Oh and others    defendants                            85 Ongoing
         Cancellation of tax        The Company               Yeongdeungpo District
          charge                                                Tax Office                            56 Ongoing
         Cancellation of tax        The Company               Yeongdeungpo District
          charge                                                Tax Office                            69 Ongoing
         Unfair profits refund      Jung, So Yeon and 26      The Company and 5
                                      others                    defendants                            21 Ongoing
         Claim for loss             KUMHO Industrial and 5 KAMCO, the Company
          compensation                others                    and 5 defendants               104,674 Ongoing
         Litigation on invalidity
          of dismissal              Kim, Se Eun                  The Company                          93 Ongoing
         Unfair profits refund      Lee, Yeon Jae                The Company and 3
                                                                   defendants                       23 Ongoing
                                                                                         ₩     120,331

  (3) Guarantee

        The Company has a performance guarantee from the Seoul Guarantee Insurance Co., Ltd. amounting to
        ₩4,210 million in connection with airline ticket payments and others.

  (4)   Contract of Sale of Receivables

        The Company entered into a contract with Hyundai Capital Services, Inc. relating to its sale of receivables
        on January 24, 2006. In accordance with the contract, the Company sells the receivables that are 60 days or
        more past due or written-off to Hyundai Capital Services, Inc. Such sale occurs five times a month on
        designated cutoff dates at the amount calculated using a predetermined price pursuant to the contract.


25. ASSETS-BACKED SECURITIES (ABS):

   (1) Asset-backed securities and the underlying assets

        The Company transferred its card assets to SPCs and issued asset-backed securities with them.

     The details of asset-backed securities and underlying assets as of June 30, 2012 and December 31, 2011 are
     as follows (Unit: Won in millions):
       .
                                                          June 30, 2012               December 31, 2011
                                                       Senior      Underlying        Senior     Underlying
                                   Maturity           tranche       asset (*)       tranche      asset (*)
   PRIVIA 2nd SPC                 2014-04-24      ₩ 461,520 ₩ 955,311 ₩ 461,320 ₩ 1,020,544
   PRIVIA 3rd SPC                 2015-07-20            461,520        888,619            -             -
   Discounts on debentures                               (4,585)           -            (2,023)          -
         Net book value                           ₩ 918,455 ₩1,843,930 ₩ 459,297 ₩ 1,020,544

    (*) The fair value of underlying assets as of June 30, 2012 and December 31, 2011 are ₩1,874,444 million
        and ₩1,037,224 million, respectively.
- 15 -

   (2) Details of contractual maturity of the Company’s asset-backed securities as of June 30, 2012 and December
       31, 2011 are as follows (Unit: Won in millions):

                                                   June 30, 2012        December 31, 2011
         Less than 1 year                        ₩             -        ₩             -
         1-2 years                                         461,520                    -
         2-3 years                                             -                  461,320
         More than 3 years                                 461,520                    -
         Senior tranche                                    923,040                461,320
         Discounts on debentures                             (4,585)                (2,023)
         Senior tranche                          ₩         918,455      ₩         459,297


26. TRANSACTION WITH RELATED PARTIES:

   (1) Status of related parties

       Related parties can be an entity which can have significant influence over the Company, or over the
       Company’s post-employment benefits, a key management personnel and a close member of that person’s
       family, an entity which belongs to the same group as the Company, or an entity controlled or jointly
       controlled.

       Details of related parties as of June 30, 2012 are as follows:

                                                                   Companies
         Controlling company       Hyundai motor company
         Related parties           Green air, Glovis, Kia motor company, Kia Tigers, Daesung electric, Rotem,
                                   MnSoft, Metia, BNG Steel, Samwoo, Aia, IHL Industry, NGV, MSEAT,
                                   WISTCO, WIA, WIA Magna Powertrain, Eukor Car Carriers, Innocean, Iljin,
                                   Jongro Academy, Jongro Eclass, Carnes, Kefico, Partecs, Hankook Economy
                                   News, Korea Space and Aircraft, Haevichi Country Club, Hyundai Dymos,
                                   Hyundai Movis, Hyundai Steel, Hyundai Capital, Hyundai Powertech, Hyundai
                                   Hysco, HMC Investment bank, Auto Ever Systems, Haevichi Resort, Hyundai
                                   AMCO, Chunbuk Hyundai motors FC, Hyundai Commercial, Seoul Metro
                                   Line9, HL Green Power, Corentec, Hyundai E&C, Hyundai Hyundai
                                   construction, Hyundai engineering, Hyundai city construction, Busan-Jungkwan
                                   energy, Hyundai energy, Songdo Landmark City, Hyundai farm land &
                                   development, Hatayrnc, Hyundai C&I, Hyundai Architects & Engineers Assoc,
                                   Hyundai matirials, Busan Finance Center AMC, Hyundai resource development
                                   institute, Hyundai Life.
- 16 -

       (2) Transaction with related companies for the six months ended June 30, 2012 and June 30, 2011 are as
           follows (Unit: Won in millions):

                                Six months ended June 30, 2012                           Six months ended June 30, 2011
                                             Company                                                   Company
                                               with                                                      with
                            Controlling     significant                               Controlling     significant
                             company        influence        Total                     company        influence         Total
Revenues
 Card revenue               ₩      53,105 ₩        27,777 ₩           80,882 ₩              79,783 ₩           27,752 ₩     107,535
 Rental revenue                      -                125                125                   -                   99            99
 Miscellaneous revenue               -             23,128             23,128                   -               13,310        13,310
                                   53,105          51,030            104,135                79,783             41,161       120,944
Expense
 Card expense                             15             111                    126                69            349              418
 General and
  administrative expense              213          14,073              14,286                  228             19,213        19,441
 Miscellaneous expense                -            26,430              26,430                  -               14,762        14,762
                                      228          40,614              40,842                  297             34,324        34,621
Others
 Payment of advance
  payment                             -              -                      -                  -                4,910         4,910
 Purchase of property and
  equipment                               76        8,368               8,444                  -                 237              237
 Purchase of intangible
  assets                              -             1,148               1,148                  -                  124           124
Total                       ₩             76 ₩      9,516 ₩             9,592 ₩                -         ₩      5,271 ₩       5,271

       (3) Outstanding receivables, payables and guarantee from transactions with related parties as of June 30, 2012
           and December 31, 2011 are as follows (Unit: Won in millions):

                                         June 30, 2012                                                  December 31, 2011
                                              Company                                                      Company
                                                with                                                         with
                             Controlling     significant                              Controlling         significant
                              company        influence              Total               company           influence       Total
Receivables
 Card asset                 ₩      61,301 ₩       167,161 ₩          228,462 ₩              60,555 ₩          165,755 ₩     226,310
 Accounts receivable                 -               -                  -                       59                 68           127
 Other                                 151         21,598             21,749                  -                30,241        30,241
 Allowance for
  doubtful accounts                  (674)         (1,839)             (2,513)                (908)           (2,464)       (3,372)
   Total                           60,778         186,920            247,698                59,706           193,600       253,306
Payables
 Accounts payable                  48,490          40,385             88,875                35,013             54,520        89,533
 Other                                -               -                  -                   3,955                -           3,955
   Total                    ₩      48,490 ₩        40,385 ₩           88,875 ₩              38,968 ₩           54,520 ₩      93,488

       (4) Compensation for key executives

            1) Compensation cost for key executives for the six months ended June 30, 2012 and June 30, 2011 consist
               of short-term employee benefit and retirement benefit.

            2) Compensation for key management for the six months ended June 30, 2012 is as follows (Unit: Won in
               millions):
                                Short-term employee benefit Retirement benefit        Total
              Key management                         6,658                 839        7,497

            3) Key management includes directors (including non-executive directors) and members of the audit
               committee with significant authority and responsibility over the Company’s plan, direction and control.
- 17 -


27. OTHER COMPREHENSIVE INCOME

  Comprehensive income for the six months ended June 30, 2012 consists of the following (Unit: Won in
  millions):


                                                      Six months ended June 30, 2012
                               Beginning                                         Income tax           Ending
                               Balance           Increase         Disposal          effect            balance
 Comprehensive income
  Effective portion of
   changes in fair value
   of cash flow hedges     ₩        (11,764) ₩         4,920 ₩             202 ₩         (1,159) ₩         (8,205)


28. FINANCIAL RISK MANAGEMENT:

  (1) Introduction

     1) General

        The Company is exposed to various financial risks such as credit risk, liquidity risk and market risk
        associated with financial instruments. The level of exposure to such risks, objectives of the Company and
        its risk management policy and procedures are outlined below. The Company’s risk management
        objectives, policy and procedures are the same as those for 2011.

  (2) Credit risk

     1) Level of exposure to credit risk

        The Company’s level of exposure to credit risk as of June 30, 2012 and December 31, 2011 is summarized
        as follows (Unit: Won in millions):
                                                        June 30, 2012            December 31, 2011
        Deposit                                     ₩             880,094       ₩           863,054
        Card asset (*1)                                        9,678,071                  9,548,020
        Loan                                                          500                       500
        Other assets (*1,2)                                       154,874                   146,308
        Unused commitment                                     32,052,804                31,564,297
          Total                                      ₩        42,766,343         ₩      42,122,179
        (*1) Card asset is stated at book value before allowance for doubtful accounts.
        (*2) Other assets consist of accounts payable and unearned income.
- 18 -

     2) Analysis of credit soundness of financial assets

          ① Credit soundness of card assets neither past due nor impaired as of June 30, 2012 and December 31,
            2011 is summarized as follows (Unit: Won in millions):


                                          June 30, 2012                                        December 31, 2011
                          Book value                                         Book value
                             before       Allowance                             before         Allowance
                           allowance          for                             allowance            for
                          for doubtful     doubtful            Book          for doubtful       doubtful             Book
                            accounts       accounts            value            accounts        accounts             value
Retail
 Card receivables and
  cash advances           ₩ 6,726,916     ₩      82,030      ₩6,644,886       ₩6,929,335            ₩88,295        ₩6,841,040
 Card loans                 2,158,156            57,736       2,100,420        1,951,993             54,686         1,897,307
Corporate
 Card receivables              510,086            2,441            513,645           438,878              1,936        436,942

  Total                   ₩ 9,401,158      ₩ 142,207        ₩ 9,258,951      ₩ 9,320,206        ₩ 144,917           ₩9,175,289

          ② Credit soundness of card assets past due but not impaired as of June 30, 2012 and December 31, 2011
            are summarized as follows (Unit: Won in millions):

                                                                     June 30, 2012
                                  Less than                                More than
                                  1 month         1-2 months   2-3 months   3 months                              Total
   Retail                        ₩ 180,534        ₩    28,891 ₩      -    ₩      -                          ₩     209,425
   Corporate                           13,187           6,886        -           -                                 20,073
                                     193,721           35,777        -           -                                229,498
   Card assets
    Card receivables                  108,134             18,870                 -              -                 127,004
    Cash advances                      27,901              6,299                 -              -                  34,200
    Card loans                         57,686             10,608                 -              -                  68,294
                                      193,721             35,777                 -              -                 229,498
   Allowance for doubtful
    accounts                           (7,635)            (3,020)                -              -              (10,655)
   Book value                    ₩    186,086     ₩       32,757 ₩               -      ₩       -            ₩ 218,843


                                                                   December 31, 2011
                                 Less than                                        More than
                                 1 month          1-2 months          2-3 months   3 months                   Total
   Retail                       ₩ 150,825        ₩ 26,687            ₩     -     ₩      -                   ₩ 177,512
   Corporate                        12,131             4,637               -               3                   16,771
                                   162,956            31,324               -               3                  194,283
   Card assets
    Card receivables                  99,144              18,194             -                      3             117,341
    Cash advances                     17,265               4,349             -                  -                  21,614
    Card loans                        46,547               8,781             -                  -                  55,328
                                     162,956              31,324             -                      3             194,283
   Allowance for doubtful
    accounts                       (7,317)                (2,943)            -                      (3)       (10,263)
   Book value                   ₩ 155,639 ₩               28,381     ₩       -          ₩       -           ₩ 184,020
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카드 검토 영문

  • 1. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2012 AND FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 AND INDEPENDENT ACCOUNTANTS’ REVIEW REPORT
  • 2. Independent Accountants’ Review Report English Translation of a Report Originally Issued in Korean To the Shareholders and Board of Directors of Hyundai Card Co., Ltd.: We have reviewed the accompanying condensed consolidated financial statements of Hyundai Card Co., Ltd. and its subsidiaries (collectively, the “Company”). The financial statements consist of the condensed consolidated statement of financial position as of June 30, 2012 and the related condensed consolidated statements of comprehensive income for the three months and the six months ended June 30, 2012 and June 30, 2011, the related condensed statements of changes in shareholders’ equity and cash flows for the six months ended June 30, 2012 and June 30, 2011, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the condensed consolidated financial statements The Company’s management is responsible for the preparation and fair presentation of the accompanying condensed consolidated financial statements and for such internal control as management determines is necessary to enable the preparation of condensed consolidated financial statements that are free from material misstatement, whether due to fraud or error. Independent accountants’ responsibility Our responsibility is to express a conclusion on the accompanying condensed consolidated financial statements based on our review. We conducted our reviews in accordance with standards for review of interim financial statements in the Republic of Korea. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data, and this provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Review conclusion Based on our reviews, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated financial statements of the Company are not presented fairly, in all material respects, in accordance with Korean International Financial Standards 1034, Interim Financial Reporting.
  • 3. Others We have also audited the consolidated statements of financial position as of December 31, 2011, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows (not presented in the accompanying condensed consolidated financial statements), all expressed in Korean Won, for the year ended December 31, 2011, in accordance with auditing standards generally accepted in the Republic of Korea. On those consolidated financial statements we expressed an unqualified opinion in our independent auditors’ report dated as of February 27, 2012. In addition, the consolidated statement of financial position as of December 31, 2011, presented as comparative purposes in the accompanying condensed consolidated financial statements, does not differ, in all material respects, with the audited consolidated statement of financial position as of December 31, 2011. August 10, 2012 Notice to Readers This report is effective as of August 10, 2012, the review report date. Certain subsequent events or circumstances may have occurred between the accountants’ review report date and the time the accountants’ review report is read. Such events or circumstances could significantly affect the accompanying condensed consolidated financial statements and may result in modifications to the accountants’ review report.
  • 4. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES (the “Company”) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2012 AND FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 The accompanying condensed financial statements including all footnote disclosures were prepared by and are the responsibility of the Company. Chung, Tae Young CEO
  • 5. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF JUNE 30, 2012 AND DECEMBER 31, 2011 (Unit: Korean Won) June 30, 2012 December 31, 2011 ASSETS CASH AND BANK DEPOSITS (Notes 5, 28 and 29): Cash and cash equivalents ₩ 847,062,479,578 ₩ 830,022,903,023 Bank deposits 33,031,500,000 33,031,500,000 Total cash and bank deposits 880,093,979,578 863,054,403,023 INVESTMENT FINANCIAL ASSETS (Note 29): Financial assets available-for-sale (AFS) 1,766,969,764 1,766,969,764 Total investment financial assets 1,766,969,764 1,766,969,764 CARD ASSETS (Notes 6, 7, 26, 28 and 29): Card receivables, net of present value discounts, deferred origination fees and allowance for doubtful accounts 6,395,406,823,016 6,432,351,415,041 Cash advances, net of allowance for doubtful accounts 924,382,461,958 978,117,626,263 Card loans, net of present value discounts, deferred loan origination fees and allowance for doubtful accounts 2,179,886,055,534 1,963,797,640,687 Total card assets 9,499,675,340,508 9,374,266,681,991 LOANS (Notes 6, 7, 28 and 29) Other loans, net of allowance for doubtful accounts 469,647,440 469,647,440 PROPERTY AND EQUIPMENT (Notes 8, 10, 13 and 26): Land 118,160,330,711 83,994,796,609 Buildings, net of accumulated depreciation 63,944,678,888 42,186,583,765 Vehicles, net of accumulated depreciation 273,858,264 270,015,754 Fixtures and equipment, net of accumulated depreciation 59,315,618,675 57,974,548,577 Finance lease assets 1,944,838,878 2,500,507,128 Construction in progress 11,181,081,396 471,628,080 Total property and equipment 254,820,406,812 187,398,079,913 OTHER FINANCIAL ASSETS (Notes 7, 17, 26, 28 and 29): Other accounts receivable, net of allowance for doubtful accounts 52,545,194,828 44,939,903,548 Accrued revenue, net of allowance for doubtful accounts 40,435,815,327 43,753,371,236 Guarantee deposits 43,943,885,169 52,758,804,118 Derivative assets 15,584,834,280 2,555,101,143 Total other financial assets 152,509,729,604 144,007,180,045 OTHER NON-FINANCIAL ASSETS (Notes 5, 7, 9, 23 and 26): Advanced payments, net of allowance for doubtful accounts 21,128,473,870 25,223,575,660 Prepaid expenses 49,744,634,808 48,548,656,736 Intangible assets 67,808,659,935 72,976,002,526 Deferred income tax assets 134,124,660,527 112,403,093,896 Others 21,833,180,090 21,819,424,816 Total other non-financial assets 294,639,609,230 280,970,753,634 Total Assets ₩11,083,975,682,936 ₩10,851,933,715,810 (Continued)
  • 6. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF JUNE 30, 2012 AND DECEMBER 31, 2011 (CONTINUED) (Unit: Korean Won) June 30, 2012 December 31, 2011 LIABILITIES AND SHAREHOLDERS’ EQUITY BORROWINGS : Borrowings (Notes 11, 28 and 29) ( ₩ 490,000,000,000 ₩ 590,000,000,000 Bonds payable, net of discounts on debentures (Notes 12, 25, 28 and 29) 6,708,887,420,387 6,481,760,496,118 Total borrowings 7,198,887,420,387 7,071,760,496,118 RETIREMENT BENEFIT (Note 14) Retirement benefit obligation 21,953,792,202 17,774,550,158 Total retirement benefit 21,953,792,202 17,774,550,158 OTHER FINANCIAL LIABILITIES (Notes 13, 17, 26, 28 and 29): Accounts payable 1,047,457,966,158 1,066,705,610,154 Withholdings 88,451,567,048 64,312,342,703 Accrued expenses 107,572,352,566 140,922,092,976 Finance lease liabilities 2,007,366,509 2,548,330,830 Derivative liabilities 1,762,166,340 5,326,133,113 Guarantee deposits 12,868,293,354 11,684,414,000 Total other financial liabilities 1,260,119,711,975 1,291,498,923,776 OTHER NON-FINANCIAL LIABILITIES : Withholdings 6,617,218,797 5,649,822,585 Unearned revenue 374,195,483,654 347,865,031,849 Provisions (Notes 16 and 24) 80,834,848,187 80,233,007,232 Current tax liability 35,401,015,241 40,468,853,188 Total other non-financial liabilities 497,048,565,879 474,216,714,854 SHAREHOLDERS’ EQUITY : Share capital (Note 18) 802,326,430,000 802,326,430,000 Capital surplus (Note 18) 57,704,443,955 57,704,443,955 Retained earnings (Notes 19 and 21) 1,254,110,117,202 1,148,396,655,980 Reserves (Notes 17, 20 and 27) (8,204,528,664) (11,764,319,031) Non-controlling interest 29,730,000 19,820,000 Total shareholders’ equity 2,105,966,192,493 1,996,683,030,904 Total Liabilities and Shareholders’ Equity ₩ 11,083,975,682,936 ₩ 10,851,933,715,810 See accompanying notes to condensed consolidated financial statements.
  • 7. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 (Unit: Korean Won) 2012 2011 Three months Six months Three months Six months ended June 30. ended June 30. ended June 30. ended June 30. OPERATING REVENUE: Card income (Notes 26 and 31) ₩ 596,020,112,472 ₩ 1,182,844,074,854 ₩ 575,072,716,824 ₩ 1,153,496,509,377 Interest income (Note 30) 4,750,680,827 10,046,723,333 6,457,772,982 11,341,792,252 Gain on disposal of financial assets AFS (Note 32) - - 4,051,343,198 4,051,343,198 Reversal of impairment loss on financial assets AFS (Note 32) - 67,000,000 671,860,595 738,860,595 Dividends income - 232,822,339 - 294,418,979 Reversal of provision for unused credit limits - - 635,005,051 - Other operating revenue (Notes 26 and 33) 18,784,846,068 41,787,097,955 18,211,082,986 45,066,866,975 Total operating revenue 619,555,639,367 1,234,977,718,481 605,099,781,636 1,214,989,791,376 OPERATING EXPENSES: Card expenses (Notes 26 and 31) 278,513,544,223 529,561,625,310 219,796,482,657 447,330,811,457 Interest expenses (Note 30) 86,578,547,921 173,241,397,774 91,045,743,585 181,406,990,924 General and administrative expenses (Notes 14, 15, 22 and 26) 149,027,360,807 280,938,867,339 121,865,384,340 235,558,495,893 Securitization expenses 66,607,876 175,866,798 66,839,007 173,611,640 Bad debt expense and loss on disposal of loans 55,872,178,959 98,186,842,299 41,344,482,284 94,171,915,310 Transfer to provision for unused credit limits (Note 16) (225,277,347) 1,501,400,815 - 1,985,815,922 Impairment loss on financial assets AFS (Note 32) - - - 8,324,157 Other operating expenses (Note 26 and 33) 7,853,626,212 30,650,525,796 18,269,397,129 46,539,079,124 Total operating expenses 577,686,588,651 1,114,256,526,131 492,388,329,002 1,007,175,044,427 OPERATING INCOME 41,869,050,716 120,721,192,350 112,711,452,634 207,814,746,949 (Continued)
  • 8. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 (CONTINUED) (Unit: Korean Won) 2012 2011 Three months Six months Three months Six months ended June 30. ended June 30. ended June 30. ended June 30. INCOME BEFORE INCOME TAX 41,869,050,716 120,721,192,350 112,711,452,634 207,814,746,949 INCOME TAX EXPENSE (Note 23) 11,153,287,590 15,007,731,128 30,439,907,479 51,493,316,804 NET INCOME FOR THE PERIOD 30,715,763,126 105,713,461,222 82,271,545,155 156,321,430,145 OTHER COMPREHENSIVE INCOME FOR THE PERIOD (Note 27) Effective portion of changes in fair value of cash flow hedges, net of tax 2,701,223,576 3,559,790,367 (7,067,120,365) (7,502,254,888) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ₩33,416,986,702 ₩109,273,251,589 ₩75,204,424,790 ₩148,819,175,257 Net income attributable to: Owners of the Company 30,715,763,126 105,713,461,222 82,271,545,155 156,321,430,145 Non-controlling interests - - - - Total comprehensive income attributable to: Owners of the Company 33,416,986,702 109,273,251,589 75,204,424,790 148,819,175,257 Non-controlling interests - - - - See accompanying notes to condensed consolidated financial statements.
  • 9. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 Capital Surplus Reserve Cash flow Attributable to Non- Share Share Other Retained hedging owners of the controlling capital premium capital earnings reserve Company Interests Total Balance at January 1, 2011 ₩802,326,430,000 ₩ 45,399,364,539 ₩12,305,079,416 ₩ 909,749,073,997 ₩ (3,150,335,270) ₩ 1,766,629,612,682 ₩ 19,820,000 ₩ 1,766,649,432,682 Comprehensive income Net income - - - 156,321,430,145 - 156,321,430,145 - 156,321,430,145 Other compre- hensive income - - - - (7,502,254,888) (7,502,254,888) - (7,502,254,888) Non-controlling interests - - - - - - 9,910,000 9,910,000 Balance at June 30, 2011 802,326,430,000 45,399,364,539 12,305,079,416 1,066,070,504,142 (10,652,590,158) 1,915,448,787,939 29,730,000 1,915,478,517,939 Balance at January 1, 2012 802,326,430,000 45,399,364,539 12,305,079,416 1,148,396,655,980 (11,764,319,031) 1,996,663,210,904 19,820,000 1,996,683,030,904 Comprehensive income - - - - - - - - Net income - - - 105,713,461,222 - 105,713,461,222 - 105,713,461,222 Other compre- hensive income - - - - 3,559,790,367 3,559,790,367 - 3,559,790,367 Non-controlling interests - - - - - - 9,910,000 9,910,000 Balance at June 30, 2012 ₩802,326,430,000 ₩ 45,399,364,539 ₩12,305,079,416 ₩ 1,254,110,117,202 ₩ (8,204,528,664) ₩ 2,105,936,462,493 ₩29,730,000 ₩ 2,105,966,192,493 See accompanying notes to condensed consolidated financial statements.
  • 10. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011 Six months ended June 30, 2012 2011 (Unit: Korean Won) CASH FLOWS FROM OPERATING ACTIVITIES: Net income for the period ₩ 105,713,461,222 ₩ 156,321,430,145 Income tax expense 15,007,731,128 51,493,316,804 Interest income (10,046,723,333) (11,334,712,100) Interest expense 173,241,397,774 181,406,990,924 Dividend received (232,822,339) (294,418,979) Bad debt expense and loss on disposal of receivables 98,186,842,299 94,171,915,310 Retirement benefits 5,280,211,663 5,129,583,010 Depreciation 13,278,266,528 9,735,198,564 Amortization 6,920,354,234 5,189,364,698 Loss on foreign currency translation 11,773,479,686 6,360,259,345 Loss on valuation and transaction of derivatives 799,000,000 26,373,400,000 Increase in provision for unused credit limit 1,501,400,815 1,985,815,922 Card expense 1,238,937,503 2,454,295,003 Loss from disposal of property and equipment 81,595,456 4,518,026 Impairment loss of financial assets AFS - 8,324,157 Other operating expenses 140,502,637 147,847,937 Reversal of impairment loss for investment financial assets (67,000,000) (738,860,595) Gain on disposal of financial assets AFS - (4,051,343,198) Gain on foreign currency translation (13,249,097) (26,448,009,330) Gain on valuation and transaction of derivatives (11,767,500,000) (6,247,080,000) Amortization of present value discounts on card asset (23,080,028,495) (11,690,490,134) Amortization of deferred origination fees (10,117,027,449) (11,932,318,762) Gain on disposal of property and equipment (3,095,000) (2,635,856) Other operating revenue (2,279,000,000) (2,287,618,501) Changes in working capital: Decrease (increase) in card assets (191,380,340,206) 352,132,337,068 Decrease in other loan - 500,000,000 Increase in other financial assets (5,799,746,264) (19,484,681,046) Decrease (increase) in other non-financial assets (2,402,187,070) 59,126,562,312 Increase in derivative assets (12,629,999,999) - Decrease in provisions - (4,053,421,155) Decrease in retirement benefit obligations (1,755,860,759) (2,144,306,709) Decrease (increase) in plan asset 658,753,726 (815,502,679) Increase in derivative liabilities 11,724,000,000 390,682,348 Increase (decrease) in finance lease liabilities (540,964,321) 3,075,493,444 Decrease in other financial liabilities (31,253,267,031) (101,126,357,372) Increase in other non-financial liabilities 26,330,451,805 26,490,059,852 Cash generated from operating activities Interest received 11,501,389,530 5,040,499,652 Interest paid (165,480,031,763) (173,773,419,864) Dividend received 232,822,339 294,418,979 Income tax paid (42,956,545,250) (81,385,313,705) Net cash provided by (used in) operating activities (28,194,790,031) 530,021,823,515 (Continued)
  • 11. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 (CONTINUED) Six months ended June 30, 2012 2011 (Unit: Korean Won) CASH FLOWS FROM INVESTING ACTIVITIES: Disposal of investment financial assets 67,000,000 110,019,643,960 Disposal of property and equipment 3,100,000 44,071,303 Disposal of intangible assets 1,250,000,000 - Net decrease (increase) in guarantee deposit 9,860,120,861 (2,883,723,721) Net increase in bank deposit - (9,910,000,000) Acquisition of property and equipment (75,042,053,649) (22,596,400,452) Acquisition of intangible assets (3,806,501,973) (9,714,521,804) Net cash provided by (used in) investing activities (67,668,334,761) 64,959,069,286 CASH FLOWS FROM FINANCING ACTIVITIES: Increase in borrowings 4,190,000,000,000 - Proceeds from issue of bonds payable 1,836,689,791,347 1,920,026,752,737 Increase in non-controlling interest 9,910,000 9,910,000 Repayment of borrowings (4,290,000,000,000) (1,218,013,480,000) Repayment of bonds payable (1,623,797,000,000) (1,073,473,274,800) Net cash provided by (used in) financing activities 112,902,701,347 (371,450,092,063) NET INCREASE IN CASH AND CASH EQUIVALENTS 17,039,576,555 223,530,800,738 CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 830,022,903,023 607,047,772,134 CASH AND CASH EQUIVALENTS, END OF THE PERIOD ₩ 847,062,479,578 ₩ 830,578,572,872 See accompanying notes to condensed consolidated financial statements.
  • 12. HYUNDAI CARD CO., LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2012 AND JUNE 30, 2011 1. GENERAL: Hyundai Card Co., LTD (the “Parent”) is engaged in the credit card business under the Specialized Credit Financial Business Law of Korea. On June 15, 1995, the Parent acquired the credit card business of Korea Credit Circulation Co., Ltd. and on June 16, 1995, the Korean government granted permission to the Parent to engage in the credit card business. As of June 30, 2012, the Parent has approximately 9.30 million card members, 2.01 million registered merchants, and 180 marketing centers, branches and posts. Its head office is located in Yeoido, Seoul. As of June 30, 2012, the total common stock of the Parent is ₩802,326 million. The shareholders of the Parent and their respective ownerships as of June 30, 2012 and December 31, 2011 are as follows: June 30, 2012 December 31, 2011 Shareholder Number of shares % of ownership Number of shares % of ownership Hyundai Motor Co., Ltd. 50,572,187 31.52 50,572,187 31.52 Kia Motors Co., Ltd. 18,422,142 11.48 18,422,142 11.48 Hyundai Steel Co., Ltd. 8,729,750 5.44 8,729,750 5.44 GE Capital Int'l Holdings 69,000,073 43.00 69,000,073 43.00 Hyundai Commercial Inc. 8,889,622 5.54 8,889,622 5.54 Others 4,851,512 3.02 4,851,512 3.02 Totals 160,465,286 100.00 160,465,286 100.00 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The Company maintains its official accounting records in Republic of Korean won (“Won”) and prepares consolidated financial statements in conformity with Korean statutory requirements and Korean International Reporting Standards (“K-IFRS”), in the Korean language (Hangul). Accordingly, these condensed consolidated financial statements are intended for use by those who are informed about K-IFRS and Korean practices. The accompanying condensed consolidated financial statements have been translated into English with certain expanded descriptions from the Korean language condensed consolidated financial statements, if applicable. (1) Basis of Preparation The Company’s interim consolidated financial statements for the six months ended June 30, 2012 are prepared in accordance with K-IFRS 1034, Interim Financial Reporting. The Company’s accounting policies applied for the accompanying interim consolidated financial statements are the same as the policies applied for the preparation of consolidated financial statements for the year ended December 31, 2011, except for the effects from the introduction of new and revised accounting standards or interpretations as described below.
  • 13. - 2 - 1) Accounting standards and interpretations that were newly applied during the six months ended June 30, 2012, and changes in the Company’s accounting policies are as follows: K-IFRS 1107, Financial Instruments: Disclosures – Transfers of Financial Assets The amendments to K-IFRS 1107 increase the disclosure requirements for transactions involving transfers of financial assets. These amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains some level of continuing involvement in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed throughout the period. K-IFRS 1107 requires additional disclosures regarding the continuous involvement of the Company related to transferred assets. With regards to the financial assets that are transferred to special purpose company (the “SPC”) from the Parent but not removed, the Company additionally disclosed the fair value of transferred assets. (Note 25) Amendments to K-IFRS 1012, Deferred Tax – Recovery of Underlying Assets The amendments to K-IFRS 1012 provide an exception to the general principles in K-IFRS 1012 that the measurement of deferred tax assets and deferred tax liabilities should reflect the tax consequences that would follow from the manner in which the entity expect to recover the carrying amount of an asset. Investment property measured using the revaluation model under K-IFRS 1040 Investment Property or a non-depreciable asset measured using the revaluation model in K-IFRS 1016 Property, Plant, and Equipment, are presumed to be recovered through sale for the purposes of measuring deferred taxes, unless the presumption is rebutted in certain circumstances. These amendments do not have a significant effect on the Company’s consolidated financial statements and disclosures. Amendments to K-IFRIC Interpretation 2114, Prepayments of a Minimum Funding Requirements The amendments to K-IFRIC Interpretation 2114 requires the surplus from to prepayments of a minimum funding requirements be recognized as an asset while it was not before adopting the interpretation. These amendments do not have a significant effect on the Company’s consolidated financial statements and disclosures. 2) Currently, enactments and amendments of the K-IFRSs are in progress, and the financial information presented in the consolidated financial statements may change accordingly in the future. The Company has not applied the following new and revised K-IFRSs that have been issued but are not yet effective: K-IFRS 1019 (as revised in 2011), Employee Benefits The amendments to K-IFRS 1019 change the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of K- IFRS 1019 and accelerate the recognition of past service costs. The amendments to K-IFRS 1019 are effective for annual periods beginning on or after January 1, 2013 and require retrospective application with certain exceptions. K-IFRS 1113, Fair Value Measurement K-IFRS 1113 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. K-IFRS 1113 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. The Company does not anticipate that these amendments referred above will have a significant effect on the Company’s consolidated financial statements and disclosures.
  • 14. - 3 - 3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The application of the Company’s accounting policies and the judgments by management on sources of estimation uncertainty are the same as those of the consolidated financial statements as of December 31, 2011. 4. SUBSIDIARIES: (1) As of June 30, 2012, subsidiaries of the Company are PRIVIA 1st SPC, PRIVIA 2nd SPC and PRIVIA 3rd SPC. And PRIVIA 1st SPC and PRIVIA 2nd SPC were already subsidiaries of the Company as of December 31, 2011. The percentages of ownership and voting rights are both 0.9%, which have not changed for the six months ended June 30, 2012. (2) Changes in the Company’s subsidiaries for the six months ended June, 30 2012 are as follows. Company Asset PRIVIA 3rd SPC Newly established due to ABS issuance 5. RESTRICTED CASH AND DEPOSITS: Restricted financial assets as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): Type Entity June 30, 2012 December 31, 2011 Restriction Due from financial Financial KB and others Guarantee deposits institutions instruments ₩ 18 ₩ 18 for overdraft Financial Shinhan Bank Secured deposits instruments and others 33,000 33,000 Financial Mirae Asset Social enterprise instruments Securities 13 13 fund Others Other dues Korea Asset Management Escrow account Corporation 18,610 18,610 ₩ 51,641 ₩ 51,641 6. CARD ASSETS AND LOANS Card assets and loans by customer as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Households Corporates Total Households Corporates Total CARD ASSETS : Card receivables (*) ₩ 5,918,132 ₩ 542,254 ₩6,460,386 ₩ 6,039,571 ₩ 461,552 ₩ 6,501,123 Cash advances 959,142 - 959,142 1,016,028 - 1,016,028 Card loans (*) 2,258,543 - 2,258,543 2,030,869 - 2,030,869 Sub total 9,135,817 542,254 9,678,071 9,086,468 461,552 9,548,020 LOANS Loans to corporate - 500 500 - 500 500 Total 9,135,817 542,754 9,678,571 9,086,468 462,052 9,548,520 Allowance for doubtful accounts (172,133) (6,293) (178,426) (165,480) (8,304) (173,784) Book value ₩ 8,963,684 ₩ 536,461 ₩ 9,500,145 ₩ 8,920,988 ₩ 453,748 ₩9,374,736 Composition rate 94.35% 5.65% 100.00% 95.16% 4.84% 100.00% (*) Adjusted for deferred origination fees and present value discounts
  • 15. - 4 - 7. ALLOWANCE FOR DOUBTFUL ACCOUNTS: Changes in the allowance for doubtful accounts for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 Card Cash receivables advances Card loans Loans Other assets Total Balance at January 1, 2012 ₩ 68,773 ₩ 37,910 ₩ 67,071 ₩ 30 ₩ 2,306 ₩ 176,090 Bad debt expenses (1,033) (249) (108) - - (1,390) Bad debt recovered 349 559 184 - - 1,092 Disposition & repurchase (10,757) (7,250) (8,045) - - (26,052) Provision of allowance for doubtful accounts 7,647 3,790 19,555 - 64 31,056 Balance at June 30, 2012 ₩ 64,979 ₩ 34,760 ₩ 78,657 ₩ 30 ₩ 2,370 ₩ 180,796 Six months ended June 30, 2011 Card Cash receivables advances Card loans Loans Other assets Total Balance at January 1, 2011 ₩ 59,315 ₩ 43,132 ₩ 63,527 ₩ 8 ₩ 4,059 ₩ 170,041 Bad debt expenses (3,383) (3,386) (2,397) - - (9,166) Bad debt recovered 177 275 93 - - 545 Disposition & repurchase (12,235) (9,509) (12,897) - - (34,641) Provision of (Reversal of) allowance for doubtful accounts 20,313 14,445 18,341 44 (1,142) 52,001 Balance at June 30, 2011 ₩ 64,187 ₩ 44,957 ₩ 66,667 ₩ 52 ₩ 2,917 ₩ 178,780 8. PROPERTY AND EQUIPMENT: Changes in the book value of property and equipment for the six months ended June 30, 2012 and 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 Beginning Ending balance Acquisition Reclassification(*) Disposal Depreciation balance Land ₩ 83,995 ₩ 34,165 ₩ - ₩ - ₩ - ₩ 118,160 Buildings 42,187 22,169 347 - (758) 63,945 Vehicles 270 76 - - (72) 274 Fixtures and equipment 57,974 13,179 137 (82) (11,892) 59,316 Finance lease assets 2,500 - - - (556) 1,944 Construction in progress 472 5,453 5,256 - - 11,181 Total ₩ 187,398 ₩ 75,042 ₩ 5,740 ₩ (82) ₩ (13,278) ₩ 254,820 (*) ₩5,740 million of construction in progress is reclassified from advanced payments.
  • 16. - 5 - Six months ended June 30, 2011 Beginning Ending balance Acquisition Reclassification(*) Disposal Depreciation balance Land ₩ 80,414 ₩ 1,853 ₩ - ₩ - ₩ - ₩ 82,267 Buildings 34,494 5,427 - - (511) 39,410 Vehicles 293 233 - (46) (75) 405 Fixtures and equipment 36,617 11,598 4,552 - (8,871) 43,896 Finance lease assets - 3,334 - - (278) 3,056 Construction in progress 698 151 (226) - - 623 Total ₩ 152,516 ₩ 22,596 ₩ 4,326 ₩ (46) ₩ (9,735) ₩ 169,657 (*) ₩4,326 million of fixtures and equipment is reclassified from construction in progress intangible assets (see Note 9). 9. INTANGIBLE ASSETS: Changes in intangible assets for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 Beginning Ending balance Acquisition Reclassification(*) Disposal Amortization balance Development cost ₩ 36,656 ₩ 1,444 ₩ 482 ₩ - ₩ (5,123) ₩ 33,459 Industrial property rights 116 - - - (20) 96 Others 11,369 - - - (1,777) 9,592 Construction in progress 2,101 2,363 (1,286) - - 3,178 Membership 22,734 - - (1,250) - 21,484 Total ₩ 72,976 ₩ 3,807 ₩ (804) ₩ (1,250) ₩ (6,920) ₩ 67,809 (*) ₩804 million of construction in progress is reclassified to advanced payments. Six months ended June 30, 2011 Beginning Ending balance Acquisition Reclassification(*) Disposal Amortization balance Development cost ₩ 21,801 ₩ 2,162 ₩ 9,667 ₩ - ₩ (3,666) ₩ 29,964 Industrial property rights 155 - - - (20) 135 Others 9,757 3,894 75 - (1,503) 12,223 Construction in progress 17,253 2,407 (14,068) - - 5,592 Membership 21,484 1,250 - - - 22,734 Total ₩ 70,450 ₩ 9,713 ₩ (4,326) ₩ - ₩ (5,189) ₩ 70,648 (*) ₩4,326 million of construction in progress is reclassified to fixtures and equipment (see Note 8). 10. ASSETS PLEDGED AS COLLATERALS: Land and buildings amounting to ₩1,676 million are provided as collaterals for leasehold deposits received as of June 30, 2012.
  • 17. - 6 - 11. BORROWINGS: Borrowings as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): Annual interest Borrowed from rates (%) Maturity June 30, 2012 December 31, 2011 Commercial IBK Securities 2012.7.9 papers and others 3.48 ~ 3.61 ~ 2012.9.13 ₩ 320,000 ₩ 490,000 Borrowings Hana Bank 2012.11.2 and others 4.69 ~ 5.55 ~ 2014.7.19 170,000 100,000 ₩ 490,000 ₩ 590,000 12. BONDS PAYABLE: Details of bonds payable as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): Annual June 30, 2012 December 31, 2011 interest rates (%) Maturity Par value Issue price Par value Issue price Short-term 2012.12.08 ~ 3.40 ~ 4.95 debentures 2013.6.14 ₩ 90,000 ₩ 90,000 ₩ 130,000 ₩ 130,000 Current portion of 2012.7.05 ~ long-term 3.47 ~ 6.15 2013.6.30 debentures 1,390,000 1,390,000 1,333,797 1,333,797 Long-term 3.36 ~ 6.94 debentures 1M USD Libor 2013.7.12 ~ + 0.724, 2019.3.19 1M USD Libor + 1.5 5,240,047 5,240,047 5,027,320 5,027,320 Discounts on debentures (11,160) (9,357) Bonds payable, net ₩6,708,887 ₩ 6,481,760 The above bonds payable are non-guaranteed corporate bonds, with their principals to be redeemed at maturity. Bond issuance costs are recorded as discounts on bonds payable and amortized using the effective interest rate method. 13. FINANCE LEASE LIABILITIES: (1) Lease contract The Company uses electronic equipment under a finance lease for 3 years. The Company may exercise a bargain purchase option at expiration date of the lease contract. The lessor has the legal ownership of the finance lease assets as collateral for the finance lease obligation; the collateral amounts to ₩1,944 million and ₩2,500 million as of June 30, 2012 and December 31, 2011, respectively. (2) Finance lease liabilities of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Minimum lease Present value of Minimum lease Present value of payments minimum lease payments payments minimum lease payments Less than 1 year ₩ 1,202 ₩ 1,124 ₩ 1,202 ₩ 1,096 1-5 years 902 883 1,503 1,452 Present value discounts (97) (157) Present value ₩ 2,007 ₩ 2,548
  • 18. - 7 - 14. RETIREMENT BENEFIT PLAN: (1) Defined contribution plan The expense recognized in the consolidated statements of comprehensive income related to post-employment benefit plan under the defined contribution plan for the six month period ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Defined contribution plan ₩ 4 ₩ - (2) Defined benefit plan 1) As of June 30, 2012 and December 31, 2011, the amounts recognized in the consolidated statements of financial position related to retirement benefit obligation are as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Present value of defined benefit obligation ₩ 40,936 ₩ 37,007 Fair value of plan assets (18,945) (19,195) Transferred to national pension fund (37) (37) Retirement benefit obligation ₩ 21,954 ₩ 17,775 2) Changes in the present value of the defined benefit obligation for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Beginning balance ₩ 37,007 ₩ 27,790 Current service cost 4,386 3,564 Interest cost 732 628 Transfer of employees between the Company and the related companies (531) (78) Actuarial losses 567 1,324 Benefits paid (1,225) (2,066) Ending balance ₩ 40,936 ₩ 31,162 3) Changes in the fair value of the plan assets for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Beginning balance ₩ 19,195 ₩ 18,143 Contributions from the employer - 1,500 Expected return on plan assets 368 348 Actuarial gains 41 38 Transfer of employees between the Company and its related companies (176) 307 Benefits paid (483) (992) Ending balance ₩ 18,945 ₩ 19,344
  • 19. - 8 - 4) Details of pension expenses are as follows (Unit: Won in millions): 2012 2011 Three months Six months Three months Six months ended June 30. ended June 30. ended June 30. ended June 30. Current service cost ₩ 2,193 ₩ 4,386 ₩ 1,782 ₩ 3,564 Interest cost 366 732 314 628 Expected return on plan assets (184) (368) (174) (348) Actuarial losses 687 526 1,302 1,286 Total ₩ 3,062 ₩ 5,276 ₩ 3,224 ₩ 5,130 Return on plan assets 211 409 196 386 5) Actuarial assumption For the computation of defined benefit obligation, actuarial assumption of discount rate is 4.00% and 4.23% as of June 20, 2012 and December 31, 2011, respectively. Actuarial assumption of expected return on plan assets is 4.69% and 4.08% as of June 20, 2012 and December 31, 2011, respectively, and that of expected rate of salary increase is constantly 5.60% as of June 20, 2012 and December 31, 2011. 15. EMPLOYEE BENEFITS: Details of employee benefits for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): 2012 2011 Three months Six months Three months Six months ended June 30. ended June 30. ended June 30. ended June 30. Short-term employee benefits ₩ 27,810 ₩ 52,773 ₩ 24,112 ₩ 49,468 Pension expenses 3,064 5,280 3,224 5,130 ₩ 30,874 ₩ 58,053 ₩ 27,336 ₩ 54,598 16. PROVISION: (1) Provision for unused credit limits The Company recognizes loss provision for expected future use of unused portions of credit limits. Changes in loss provision for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Beginning ₩ 47,167 ₩ 46,073 Increase 1,501 1,986 Ending ₩ 48,668 ₩ 48,059 (2) Provision for mileage points Changes in provision for mileage points for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Point Customer loyalty Point Customer loyalty Beginning ₩ 3,685 ₩ 7,555 ₩ 2,368 ₩ 12,069 Increase (decrease) (468) 1,707 786 1,668 Ending ₩ 3,217 ₩ 9,262 ₩ 3,154 ₩ 13,737
  • 20. - 9 - (3) Other provisions Changes in other provisions for the six months ended June 30, 2012 and 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Beginning ₩ 21,826 ₩ 20,916 Decrease (2,138) (4,053) Ending ₩ 19,688 ₩ 16,863 The above amounts as of June 30, 2012 include provision for deposits in escrow account of ₩14,058 million, provision for pending litigations of ₩5,630 million. 17. DERIVATIVES AND HEDGE ACCOUNTING: (1) There are no derivative instruments held for trading as of June 30, 2012 and December 31, 2011. (2) Cash flow hedge The Company removes the volatility risk of future cash flow of a hedged item, such as borrowing or bond, caused by changes in market interest rates or in foreign currency rates, by using derivatives instruments such as an interest swap or currency swap. The Company’s policies and strategies of cash flow hedge are the same as those as of December 31, 2011. 1) Fair value of cash flow hedge as of June 30, 2012 and December 31, 2011 are as follows (Won in millions): June 30, 2012 December 31, 2011 Contract Contract Amount Asset Liabilities Amount Asset Liabilities Interest rate swap ₩ 496,000 ₩ 689 803 ₩ 280,000 ₩ 643 ₩ 931 Cross currency swap 940,503 14,896 959 582,573 1,912 4,395 Total ₩ 1,436,503 ₩ 15,585 ₩ 1,762 ₩ 862,573 ₩ 2,555 ₩ 5,326 For transactions between local currencies and foreign currencies, the unsettled amount of transaction is presented using the basic foreign exchange rate on the contract amount in foreign currencies. For transaction between foreign currencies and other foreign currencies, the unsettled amount is presented using the basic foreign exchange rate on the contract amount in foreign currencies purchased. 2) Expected cash flows for cash flow hedge The maximum periods, during which the Company will be exposed to future cash flows fluctuations arising from currency swaps are as follows (Won in millions): June 30, 2012 December 31, 2011 Less than 1month ₩ (1,822) ₩ (1,228) 1-3 months (2,896) (398) 3-12 months (14,293) (10,805) 1-5 years 7,332 367 ₩ (11,679) ₩ (12,064)
  • 21. - 10 - 18. SHARE CAPITAL: There was no change in share capital and capital surplus for the six months ended June 30, 2012. 19. RETAINED EARNINGS: (1) Details of retained earnings as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Legal reserve (*) ₩ 20,143 ₩ 20,143 Reserve for bad loans 454,337 439,031 Retained earnings 779,630 689,223 ₩ 1,254,110 ₩ 1,148,397 (*) The Korean Commercial Code requires a company to appropriate at least 10 percent of dividends paid as legal reserve for each fiscal period, until the reserve equals 50 percent of paid-in capital. This reserve is not available for payment of cash dividends; however, it can be used to reduce deficit or be transferred to capital. (2) Changes in retained earnings for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Beginning ₩ 1,148,397 ₩ 909,749 Net income attributable to the owners of the Company 105,713 156,321 Ending ₩ 1,254,110 ₩ 1,066,070 20. RESERVES: Details of cash flow hedging reserve for the six months ended June 30, 2012 and 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Beginning ₩ (11,764) ₩ (3,150) Cash flow hedging reserve gains (losses) Interest rate swap 174 1,010 Cross currency swap 4,544 (10,593) Tax effect (1,159) 2,080 Amount reclassified to current income - - Tax effect related to reclassified amounts to current income - - Ending ₩ (8,205) ₩ (10,653) Cash flow hedging reserve represents the cumulative gain or loss of hedging instruments related to the effective portion of the Company’s hedge accounting. The cumulative deferred gains or losses of hedging instruments is reclassified to income or loss only when the hedged item is reflected in current operations, or by which initial book value of non-financial hedged item is adjusted in accordance with relevant accounting policy.
  • 22. - 11 - 21. RESERVE FOR BAD LOANS: Reserve for bad loans is calculated and disclosed according to Article 11, Supervisory Regulation on Company Specialized Credit Finance. (1) Reserve for bad loans reflected in retained earnings as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Accumulated reserve for bad loans ₩ 439,031 ₩ 192,810 Expected reserve for bad loans 15,306 246,221 Reserve for bad loans ₩ 454,337 ₩ 439,031 (2) The provision of reserve for bad loans and adjusted income after reserve for bad loans for the three months and six months ended of June 30, 2012 and June 30,2011 are as follows (Unit: Won in millions): 2012 2011 Three months Six months Three months Six months ended June 30. ended June 30. ended June 30. ended June 30. Transfer to reserve for bad loans ₩ (3,842) ₩ 15,306 ₩ 32,875 ₩ 61,057 Adjusted income after reserve for bad loans 34,558 90,407 49,397 95,264 22. GENERAL AND ADMINISTRATIVE EXPENSES: Details of general and administrative expenses for the three months and six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): <PAYROLL> 2012 2011 Three months Six months Three months Six months ended June 30. ended June 30. ended June 30. ended June 30. Salaries wages ₩ 22,380 ₩ 41,794 ₩ 19,681 ₩ 40,380 Pension expenses 3,064 5,280 3,224 5,130 Employee benefits 7,021 14,567 5,784 12,372 ₩ 32,465 ₩ 61,641 ₩ 28,689 ₩ 57,882 <OTHER EXPENSES> 2012 2011 Three months Six months Three months Six months ended June 30. ended June 30. ended June 30. ended June 30. Travel expenses ₩ 777 ₩ 1,279 ₩ 572 ₩ 994 Communication expenses 5,575 10,989 4,958 10,548 Post expense 3,351 6,471 2,760 5,817 Rental expenses 6,846 13,586 5,274 10,313 Taxes dues 3,925 7,702 6,410 11,278 Repair and maintenance expenses 145 296 182 363 Insurance premiums 184 188 199 206 Entertainment expenses 258 442 137 393 Advertising expenses 10,220 20,019 11,829 22,262 Supply expenses 627 1,156 640 1,026 Vehicle maintenance expenses 3 11 1 10 Periodicals expenses 261 288 17 44 Publication expenses 1,684 3,515 2,487 3,797 Training expenses 1,428 2,271 837 1,570 Electronic data processing expense 8,026 16,371 9,216 16,213 Expense for temporary staff 9,456 18,206 7,777 16,102 Professional expenses 43,573 77,086 24,300 45,988 Delivery expense 1,117 2,097 572 1,213
  • 23. - 12 - 2012 2011 Commission expense 6,067 11,939 5,104 11,023 Business activities expense 1,126 2,041 1,065 1,843 Depreciation expense 6,768 13,278 5,162 9,735 Amortization expense 3,480 6,920 2,786 5,189 Event expense 1,126 1,793 203 360 Conference expense 101 197 103 206 Building administrative expense 439 1,157 585 1,183 ₩ 116,563 ₩ 219,298 ₩ 93,176 ₩ 177,676 23. INCOME TAX FROM CONTINUING OPERATIONS (1) Income tax expense for the six months ended June 30, 2012 and June 30, 2011 are summarized as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Income tax currently payable ₩ 37,889 ₩ 53,662 Changes in deferred tax assets by temporary differences (*) (21,722) (3,627) Total 16,167 50,035 Changes in income tax expense reflected directly in shareholders’ equity (1,159) 1,458 Income tax expense ₩ 15,008 ₩ 51,493 (*) Ending net deferred tax assets due to temporary differences ₩ 134,125 ₩ 128,690 Beginning net deferred tax assets due to temporary differences 112,403 125,063 Changes in net deferred tax assets due to temporary differences ₩ (21,722) ₩ (3,627) (2) Income tax expenses reflected directly in shareholders’ equity for the six months ended June 30, 2012 are as follows (Unit: Won in millions): January 1, 2012 June 30, 2012 Decrease Loss on valuation of derivatives ₩ 3,732 ₩ 2,573 ₩ (1,159) (3) A reconciliation between income before income tax and income tax expense for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 2011 Income before income tax ₩ 120,721 ₩ 207,815 Income tax payable by the statutory income tax rate (23.8% and 24.2% for the six months ended June 30, 2012 and June 30, 2011, respectively) 28,753 50,265 Tax reconciliations: Non-taxable income (46) - Non-deductible expenses 105 6 The amount of deductible temporary differences for which no deferred tax asset is recognized (11,384) - True-up adjustment (3,463) (6,941) Others 1,043 8,163 Sub-total (13,745) 1,228 Income tax of continued operation ₩ 15,008 ₩ 51,493
  • 24. - 13 - 24. CONTINGENCIES AND COMMITMENTS: Contingencies and commitments are the same as those of the separate financial statements as of December 31, 2011 except for the followings. (1) Credit line agreement a. Credit Facility Agreement The Company entered into a Credit Facility Agreement with GE Capital Corporation (“GECC”) on August 1, 2012. The Credit Facility limit is Euro equivalent of USD200 million. The maturity of the Credit Facility is January 9, 2015 and is renewable on January 2013 and 2014. With regard to the Credit Facility Agreement, the Company, GECC, Hyundai Motor Company and Kia Motors Corp. entered into a Support Agreement and the contract date of Support Agreement is the same as the one of the Credit Facility Agreement. Details of Credit Facility Agreement at the end of reporting period are the same as those as of December 31, 2011. b. Revolving Credit Facility The Company had Revolving Credit Facility Agreements with many financial institutions during the six months ended June 30, 2012 and the details of credit lines are as follows (Unit: Won in millions): Financial instruments Credit line Term Kookmin Bank ₩ 100,000 2012-01-30 ~ 2013-01-28 Kookmin Bank 30,000 2012-05-28 ~ 2013-05-28 Kookmin Bank 30,000 2011-10-24 ~ 2012-10-22 Nong Hyup Bank 100,000 2012-03-29 ~ 2013-03-29 Citibank, Seoul 50,000 2011-12-24 ~ 2012-12-23 Woori Bank 200,000 2012-06-29 ~ 2013-06-28 Shinhan Bank 50,000 2012-04-16 ~ 2013-04-15 Shinhan Bank 50,000 2012-05-31 ~ 2013-05-31 (2) Pending Lawsuits As of June 30, 2012, the pending lawsuits, whose outcomes cannot be ascertained as of the report date, are the followings (Unit: Won in millions): Type Plaintiff Defendant Amount Status Claim for loss Hankook Cardnet and 6 The Company and 16 compensation others defendants ₩ 2,742 Ongoing Claim for loss Jeong, Seong Hwa and 70 The Company and 16 compensation others defendants 2,343 Ongoing Claim for loss Lee, Bok Gi The Company and 16 compensation and 113 others defendants 153 Ongoing Claim for loss Ko, Sung Bong and 108 The Company and 16 compensation others defendants 109 Ongoing Claim for loss Shin, Gwang Sik and 5 The Company and 16 compensation others defendants 1,801 Ongoing Claim for loss HanKook Card System and The Company and 16 compensation 18 others defendants 1,700 Ongoing Claim for loss Jang, Won Sik and 124 The Company and 11 compensation others defendants 700 Ongoing Claim for loss Kang, Kyoung Hee and 53 The Company and 16 compensation others defendants 108 Ongoing Claim for loss Shin, Dong Wook The Company and 16 compensation defendants 2 Ongoing Claim for loss Yoon, Yong Seob and 30 The Company and 16 compensation others defendants 1,242 Ongoing Claim for loss Lee, Kyoung Hee and 3 The Company and 16 compensation others defendants 80 Ongoing
  • 25. - 14 - Type Plaintiff Defendant Amount Status Claim for loss Yoo, Jae Won and 5 others The Company and 16 compensation defendants 100 Ongoing Claim for loss SPECOM Co. Ltd. The Company and 16 compensation defendants 846 Ongoing Claim for loss Lim, Byeong Gwi and 30 The Company and 16 compensation others defendants 2,481 Ongoing Claim for loss ZIO TECHNET and 32 The Company and 16 compensation others defendants 903 Ongoing Claim for loss The Company and 16 compensation Jung, Hyun Oh and others defendants 85 Ongoing Cancellation of tax The Company Yeongdeungpo District charge Tax Office 56 Ongoing Cancellation of tax The Company Yeongdeungpo District charge Tax Office 69 Ongoing Unfair profits refund Jung, So Yeon and 26 The Company and 5 others defendants 21 Ongoing Claim for loss KUMHO Industrial and 5 KAMCO, the Company compensation others and 5 defendants 104,674 Ongoing Litigation on invalidity of dismissal Kim, Se Eun The Company 93 Ongoing Unfair profits refund Lee, Yeon Jae The Company and 3 defendants 23 Ongoing ₩ 120,331 (3) Guarantee The Company has a performance guarantee from the Seoul Guarantee Insurance Co., Ltd. amounting to ₩4,210 million in connection with airline ticket payments and others. (4) Contract of Sale of Receivables The Company entered into a contract with Hyundai Capital Services, Inc. relating to its sale of receivables on January 24, 2006. In accordance with the contract, the Company sells the receivables that are 60 days or more past due or written-off to Hyundai Capital Services, Inc. Such sale occurs five times a month on designated cutoff dates at the amount calculated using a predetermined price pursuant to the contract. 25. ASSETS-BACKED SECURITIES (ABS): (1) Asset-backed securities and the underlying assets The Company transferred its card assets to SPCs and issued asset-backed securities with them. The details of asset-backed securities and underlying assets as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): . June 30, 2012 December 31, 2011 Senior Underlying Senior Underlying Maturity tranche asset (*) tranche asset (*) PRIVIA 2nd SPC 2014-04-24 ₩ 461,520 ₩ 955,311 ₩ 461,320 ₩ 1,020,544 PRIVIA 3rd SPC 2015-07-20 461,520 888,619 - - Discounts on debentures (4,585) - (2,023) - Net book value ₩ 918,455 ₩1,843,930 ₩ 459,297 ₩ 1,020,544 (*) The fair value of underlying assets as of June 30, 2012 and December 31, 2011 are ₩1,874,444 million and ₩1,037,224 million, respectively.
  • 26. - 15 - (2) Details of contractual maturity of the Company’s asset-backed securities as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Less than 1 year ₩ - ₩ - 1-2 years 461,520 - 2-3 years - 461,320 More than 3 years 461,520 - Senior tranche 923,040 461,320 Discounts on debentures (4,585) (2,023) Senior tranche ₩ 918,455 ₩ 459,297 26. TRANSACTION WITH RELATED PARTIES: (1) Status of related parties Related parties can be an entity which can have significant influence over the Company, or over the Company’s post-employment benefits, a key management personnel and a close member of that person’s family, an entity which belongs to the same group as the Company, or an entity controlled or jointly controlled. Details of related parties as of June 30, 2012 are as follows: Companies Controlling company Hyundai motor company Related parties Green air, Glovis, Kia motor company, Kia Tigers, Daesung electric, Rotem, MnSoft, Metia, BNG Steel, Samwoo, Aia, IHL Industry, NGV, MSEAT, WISTCO, WIA, WIA Magna Powertrain, Eukor Car Carriers, Innocean, Iljin, Jongro Academy, Jongro Eclass, Carnes, Kefico, Partecs, Hankook Economy News, Korea Space and Aircraft, Haevichi Country Club, Hyundai Dymos, Hyundai Movis, Hyundai Steel, Hyundai Capital, Hyundai Powertech, Hyundai Hysco, HMC Investment bank, Auto Ever Systems, Haevichi Resort, Hyundai AMCO, Chunbuk Hyundai motors FC, Hyundai Commercial, Seoul Metro Line9, HL Green Power, Corentec, Hyundai E&C, Hyundai Hyundai construction, Hyundai engineering, Hyundai city construction, Busan-Jungkwan energy, Hyundai energy, Songdo Landmark City, Hyundai farm land & development, Hatayrnc, Hyundai C&I, Hyundai Architects & Engineers Assoc, Hyundai matirials, Busan Finance Center AMC, Hyundai resource development institute, Hyundai Life.
  • 27. - 16 - (2) Transaction with related companies for the six months ended June 30, 2012 and June 30, 2011 are as follows (Unit: Won in millions): Six months ended June 30, 2012 Six months ended June 30, 2011 Company Company with with Controlling significant Controlling significant company influence Total company influence Total Revenues Card revenue ₩ 53,105 ₩ 27,777 ₩ 80,882 ₩ 79,783 ₩ 27,752 ₩ 107,535 Rental revenue - 125 125 - 99 99 Miscellaneous revenue - 23,128 23,128 - 13,310 13,310 53,105 51,030 104,135 79,783 41,161 120,944 Expense Card expense 15 111 126 69 349 418 General and administrative expense 213 14,073 14,286 228 19,213 19,441 Miscellaneous expense - 26,430 26,430 - 14,762 14,762 228 40,614 40,842 297 34,324 34,621 Others Payment of advance payment - - - - 4,910 4,910 Purchase of property and equipment 76 8,368 8,444 - 237 237 Purchase of intangible assets - 1,148 1,148 - 124 124 Total ₩ 76 ₩ 9,516 ₩ 9,592 ₩ - ₩ 5,271 ₩ 5,271 (3) Outstanding receivables, payables and guarantee from transactions with related parties as of June 30, 2012 and December 31, 2011 are as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Company Company with with Controlling significant Controlling significant company influence Total company influence Total Receivables Card asset ₩ 61,301 ₩ 167,161 ₩ 228,462 ₩ 60,555 ₩ 165,755 ₩ 226,310 Accounts receivable - - - 59 68 127 Other 151 21,598 21,749 - 30,241 30,241 Allowance for doubtful accounts (674) (1,839) (2,513) (908) (2,464) (3,372) Total 60,778 186,920 247,698 59,706 193,600 253,306 Payables Accounts payable 48,490 40,385 88,875 35,013 54,520 89,533 Other - - - 3,955 - 3,955 Total ₩ 48,490 ₩ 40,385 ₩ 88,875 ₩ 38,968 ₩ 54,520 ₩ 93,488 (4) Compensation for key executives 1) Compensation cost for key executives for the six months ended June 30, 2012 and June 30, 2011 consist of short-term employee benefit and retirement benefit. 2) Compensation for key management for the six months ended June 30, 2012 is as follows (Unit: Won in millions): Short-term employee benefit Retirement benefit Total Key management 6,658 839 7,497 3) Key management includes directors (including non-executive directors) and members of the audit committee with significant authority and responsibility over the Company’s plan, direction and control.
  • 28. - 17 - 27. OTHER COMPREHENSIVE INCOME Comprehensive income for the six months ended June 30, 2012 consists of the following (Unit: Won in millions): Six months ended June 30, 2012 Beginning Income tax Ending Balance Increase Disposal effect balance Comprehensive income Effective portion of changes in fair value of cash flow hedges ₩ (11,764) ₩ 4,920 ₩ 202 ₩ (1,159) ₩ (8,205) 28. FINANCIAL RISK MANAGEMENT: (1) Introduction 1) General The Company is exposed to various financial risks such as credit risk, liquidity risk and market risk associated with financial instruments. The level of exposure to such risks, objectives of the Company and its risk management policy and procedures are outlined below. The Company’s risk management objectives, policy and procedures are the same as those for 2011. (2) Credit risk 1) Level of exposure to credit risk The Company’s level of exposure to credit risk as of June 30, 2012 and December 31, 2011 is summarized as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Deposit ₩ 880,094 ₩ 863,054 Card asset (*1) 9,678,071 9,548,020 Loan 500 500 Other assets (*1,2) 154,874 146,308 Unused commitment 32,052,804 31,564,297 Total ₩ 42,766,343 ₩ 42,122,179 (*1) Card asset is stated at book value before allowance for doubtful accounts. (*2) Other assets consist of accounts payable and unearned income.
  • 29. - 18 - 2) Analysis of credit soundness of financial assets ① Credit soundness of card assets neither past due nor impaired as of June 30, 2012 and December 31, 2011 is summarized as follows (Unit: Won in millions): June 30, 2012 December 31, 2011 Book value Book value before Allowance before Allowance allowance for allowance for for doubtful doubtful Book for doubtful doubtful Book accounts accounts value accounts accounts value Retail Card receivables and cash advances ₩ 6,726,916 ₩ 82,030 ₩6,644,886 ₩6,929,335 ₩88,295 ₩6,841,040 Card loans 2,158,156 57,736 2,100,420 1,951,993 54,686 1,897,307 Corporate Card receivables 510,086 2,441 513,645 438,878 1,936 436,942 Total ₩ 9,401,158 ₩ 142,207 ₩ 9,258,951 ₩ 9,320,206 ₩ 144,917 ₩9,175,289 ② Credit soundness of card assets past due but not impaired as of June 30, 2012 and December 31, 2011 are summarized as follows (Unit: Won in millions): June 30, 2012 Less than More than 1 month 1-2 months 2-3 months 3 months Total Retail ₩ 180,534 ₩ 28,891 ₩ - ₩ - ₩ 209,425 Corporate 13,187 6,886 - - 20,073 193,721 35,777 - - 229,498 Card assets Card receivables 108,134 18,870 - - 127,004 Cash advances 27,901 6,299 - - 34,200 Card loans 57,686 10,608 - - 68,294 193,721 35,777 - - 229,498 Allowance for doubtful accounts (7,635) (3,020) - - (10,655) Book value ₩ 186,086 ₩ 32,757 ₩ - ₩ - ₩ 218,843 December 31, 2011 Less than More than 1 month 1-2 months 2-3 months 3 months Total Retail ₩ 150,825 ₩ 26,687 ₩ - ₩ - ₩ 177,512 Corporate 12,131 4,637 - 3 16,771 162,956 31,324 - 3 194,283 Card assets Card receivables 99,144 18,194 - 3 117,341 Cash advances 17,265 4,349 - - 21,614 Card loans 46,547 8,781 - - 55,328 162,956 31,324 - 3 194,283 Allowance for doubtful accounts (7,317) (2,943) - (3) (10,263) Book value ₩ 155,639 ₩ 28,381 ₩ - ₩ - ₩ 184,020