DE LAGE LANDEN CO., LTD.

Transcription

1 DE LAGE LANDEN CO., LTD. Financial Statements December 31, 2013 and 2012 (With Independent Auditors Report Thereon)

2 Contents Page Independent Auditors Report 1 Statements of Financial Position 2 Statements of Income 4 Statements of Changes in Equity 5 Statements of Cash Flows 6 Notes to the Financial Statements 8 Internal Accounting Control System Review Report 28

3 Independent Auditors Report Based on a report originally issued in Korean The Board of Directors and Stockholder De Lage Landen Co., Ltd. : We have audited the accompanying statements of financial position of De Lage Landen Co., Ltd. (the Company ) as of December 31, 2013 and 2012 and the related statements of income, changes in equity and cash flows for the years then ended. Management is responsible for the preparation and fair presentation of these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the Republic of Korea. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012 and the results of its operations, changes in its equity and its cash flows for the years then ended, in accordance with Accounting Standards for Non- Public Entities in the Republic of Korea. Without qualifying our opinion, we draw attention to the following: As discussed in note 2(1) to the financial statements, accounting principles and auditing standards and their application in practice vary among countries. The accompanying financial statements are not intended to present the financial position, results of operations, changes in equity and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to audit such financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying financial statements are for use by those knowledgeable about Korean accounting principles and auditing standards and their application in practice. KPMG Samjong Accounting Corp. Seoul, Korea March 21, 2014 This report is effective as of March 21, 2014, the audit report date. Certain subsequent events or circumstances, which may occur between the audit report date and the time of reading this report, could have a material impact on the accompanying financial statements and notes thereto. Accordingly, the readers of the audit report should understand that the above audit report has not been updated to reflect the impact of such subsequent events or circumstances, if any.

4 Statements of Financial Position As of December 31, 2013 and 2012 (In thousands of won, except share data) Note Assets Cash and cash equivalents 4,14 2,708,040 4,821,702 Loans and factoring receivables, net 6,7 70,602,423 38,938,063 Finance lease receivables, net 5,7,14,22 152,376, ,604,490 Prepaid lease assets, net 7, Property, plant and equipment, net 8,9 166, ,943 Intangible assets 10 1,525 6,475 Accrued income Accounts receivable 19 33,311 18,136 Prepaid expenses 86,868 20,031 Advance payments Income tax refund receivables 25, Deposits 210, ,996 Derivative assets 19,21 5, ,806 Deferred tax assets , ,593 Total assets 226,343, ,186,517 Liabilities and Stockholder s equity Liabilities Borrowings 11,12,14,19 147,753, ,249,929 Accrued expenses 14,19 1,624, ,187 Advances received 2,249 1,177,352 Withholdings Accounts payable 14,19 789, ,067 Income tax payable Reserve for retirement and severance benefits ,030 Lease guarantee deposits 9,980,189 8,389,016 Derivative liabilities 11,19,21 5,704,263 8,164,209 Total liabilities 165,853, ,395,510 Stockholder s equity Common stock of 5,000 par value 15 24,407,870 24,407,870 Authorized - 40,000,000 shares Issued and outstanding - 4,881,574 shares in 2013 and 2012 Capital surplus 32,957,612 32,957,611 Retained earnings 16 3,124,474 3,425,526 Total stockholder's equity 60,489,956 60,791,007 2

5 Statements of Financial Position As of December 31, 2013 and 2012 Total liabilities and stockholder s equity 226,343, ,186,517 See accompanying notes to financial statements. 3

6 Statements of Income (In thousands of won, except earnings per share) Note Operating revenue Interest income on loans 2,927,572 2,446,170 Interest income on finance lease receivables 9,931,212 11,633,787 Interest income on factoring receivables 550,823 87,330 Interest income on due from banks 70, ,652 Gain on foreign currency transactions 479,446 2,162,849 Gain on foreign currency translation 14 4,698,971 9,899,353 Gain from lease termination 65, ,865 Other lease income 84,531 71,776 Reversal of allowance for doubtful accounts - - Gain on valuation of derivative Gain on derivative transactions 947,601 32,702 19,755,843 26,745,484 Operating expenses Interest expense 19 2,521,760 2,678,511 Loss on foreign currency transactions 1,962, ,399 Loss on foreign currency translation 14 1,780,379 67,298 General and administrative expenses 8,10,13,19,20 7,788,935 7,736,745 Loss on valuation of derivative 21 3,433,197 9,129,185 Loss on derivative transactions 1,013,477 4,437,296 bad debt expenses 1,386, ,774 19,886,842 25,248,208 Operating income (130,999) 1,497,276 Non-operating expenses Loss on disposition of Property, plant and equipment 154,117 25,141 Donation 1,000 1, ,117 26,726 Income before income taxes (286,116) 1,470,550 Income taxes 17 14, ,818 Net income 16,18 (301,051) 1,157,732 Earnings per share Basic earnings per share 18 (62) 237 See accompanying notes to financial statements. 4

7 Statements of Changes in Equity (In thousands of won) Common stock Capital surplus Retained earnings Total stockholders equity Balance at January 1, ,407,870 32,957,612 2,267,793 59,633,275 Net income - - 1,157,732 1,157,732 Balance at December 31, ,407,870 32,957,612 3,425,525 60,791,007 Balance at January 1, ,407,870 32,957,612 3,425,525 60,791,007 Net income - - (301,051) (301,051) Balance at December 31, ,407,870 32,957,612 3,124,474 60,489,956 See accompanying notes to financial statements. 5

8 Statements of Cash Flows (In thousands of won) Cash flows from operating activities Net income (301,051) 1,157,732 Adjustments for: Depreciation 58,094 88,573 Amortization 4,950 4,918 Provision for retirement and severance benefits 1,261, ,126 Reversal of allowance for doubtful accounts - - Loss(gain) on foreign currency translation (2,918,591) (9,858,915) Loss (gain) on valuation of derivative 3,433,197 9,129,185 Bad debt expenses 1,386, ,774 Loss on disposition of property, plant and equipment 154,117 25,141 3,078,883 1,910,534 Changes in assets and liabilities: Loans (9,124,307) (11,647,280) Factoring receivables (23,034,879) 1,413,782 Finance lease receivables 37,555,617 17,724,767 Prepaid lease assets - - Accrued income ,686 Accounts receivable (15,175) (524) Prepaid expenses (66,837) 11,495 Advance payments 138,920 (138,920) Income tax refund receivables 33,043 (58,117) Deferred tax assets 37, ,662 Accounts payable (164,018) 618,274 Income tax payable - (103,634) Accrued expenses 877,040 (941,901) Advance received (1,175,103) 472,458 Withholdings (720) - Lease guarantee deposits 1,591,174 1,385,632 Payment of retirement and severance benefits (1,900,636) (559,542) 4,751,897 8,544,838 Net cash provided by(used in) operating activities 7,830,780 10,455,372 6

9 Statements of Cash Flows, Continued (In thousands of won) Note Cash flows from investing activities Disposition of equipment 130 2,140 Decrease in deposits 705, Decrease in derivative assets 273,800 2,647,107 Decrease in derivative liabilities (5,893,144) (2,590,080) Increase in deposits - (195,544) Increase in leasehold improvement 8 (146,216) - Acquisition of equipment 8 (12,078) (3,000) Acquisition of intangible asset 10 - (259) Net cash used in investing activities (5,072,031) (139,556) Cash flows from financing activities Proceeds from local currency borrowings (560,000) 18,770,000 Proceeds(repayment) of foreign currency borrowings (4,312,411) (36,447,079) Net cash provided by(used in) financing activities (4,872,411) (17,677,079) Net decrease in cash and cash equivalents (2,113,662) (7,361,263) Cash and cash equivalents at beginning of year 4,821,702 12,182,965 Cash and cash equivalents at end of year 2,708,040 4,821,702 See accompanying notes to the financial statements. 7

10 Notes to the Financial Statements 1. Reporting Entity De Lage Landen Co., Ltd. (the Company ) was incorporated and registered in Seoul to engage in money lending business on September 23, Initial paid-in capital was 50 million. As of December 31, 2013, the Company s common stock amounts to 24,408 million through several stock issuance after incorporation. In April 2006, the Company changed its business to facility leasing and installment financing and registered with Financial Supervisory Service (the FSS ) as a credit specialized financial company. In November 2006, it registered with Ministry of Strategy and Finance as a foreign currency transaction institution. As of December 31, 2013, the Company is 100 percent owned by De Lage Landen International B.V. which is a wholly owned subsidiary of Rabobank Nederland. 2. Basis of Preparation (1) Statement of compliance The Company prepared the financial statements in accordance with Accounting Standards for Non- Public Entities in the Republic of Korea ( K-GAAP for Non-Public Entities ). The accompanying financial statements are not intended to present the financial position, results of operations, changes in equity and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. Accordingly, this report and the accompanying financial statements are for use by those knowledgeable about Korean accounting principles and their application in practice. (2) Basis of measurement The financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position: derivative financial instruments are measured at fair value (3) Use of estimates and judgements The preparation of the financial statements in conformity with K-GAAP for Non-Public Entities requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes: Note 7 allowance for doubtful accounts Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes: Note 17 income taxes 8

11 3. Significant Accounting Policies The significant accounting policies applied by the Company in preparation of its financial statements are included below. (1) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. The Company considers investments with maturities of three months or less on acquisition date to be cash and cash equivalents. (2) Derivatives The Company holds foreign exchange forwards, interest rate swaps and foreign currency swaps to hedge its foreign currency and interest rate risk exposures. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Attributable transaction costs are recognized in profit or loss when incurred. The Company has the following hedging relationships: - fair value hedge - to avoid the exposure to changes in fair value of a recognized asset or liability or an unrecognized firm commitment, or an identified portion of such an asset, liability or firm commitment, that is attributable to a particular risk and could affect profit or loss; - cash flow hedge - to avoid the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction and could affect profit or loss; and The Company documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in fair values or cash flows of hedged items. 1) Fair value hedge Profit or loss on the valuation of a hedging instrument (profit or loss on foreign currency translation when the hedging instrument is a non-derivative financial instrument) and profit or loss in the valuation of a hedged item that is attributable to a particular risk are recognized as profit or loss in the statement of income. The Company discontinues hedge accounting for fair value hedges prospectively if: - the hedging instrument expires or is sold, terminated or exercised; or - the hedge no longer meets the criteria for hedge accounting. Adjustments to a hedged item are amortized and recognized as profit or loss from the date hedge accounting is discontinued. 9

12 3. Significant Accounting Policies, Continued (2) Derivatives, continued 2) Cash flow hedge The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge to reduce the risk of future cash flow variability is recognized in other comprehensive income. [If the hedging instrument is a financial instrument (other than derivatives) denominated in a foreign currency, the portion derived from exchange rate differences that is determined to be an effective hedge to reduce the risk of foreign exchange rate changes is recognized in other comprehensive income.] Subsequently other comprehensive income is reclassified - from equity to profit or loss in the same periods during which the hedged forecasted cash flows affect profit or loss; or - from equity to the associated asset or liability based on the nature of the forecasted transaction. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. However, if the forecasted transaction is expected to occur, the cumulative gain or loss on the hedging instrument that has been recognized in other comprehensive income is reclassified to profit or loss in the periods during which the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, the balance in other comprehensive income is recognized immediately in profit or loss. 3) Other derivative financial instruments Changes in the fair value of other derivatives not designated as hedging instruments and held for sale are recognized in profit or loss. (3) Allowance for Doubtful Accounts The Company recognizes allowance for doubtful accounts at the larger amount of the following: A) Amount under the Company s allowance policy i) Allowance by individual assessment For impaired loans, the Company estimates allowance through an analysis based on individual accounts. ii) Allowance by collective assessment For unimpaired loans, the Company estimates allowance through an analysis based on historical experience of collection for the most recent three years. B) Amount under the forward looking criteria in the regulation The Company classifies its receivables and loans into five categories; normal, precautionary, substandard, doubtful and estimated loss. The Company applies the prescribed minimum levels of reserve per the FSS guidelines under the Specialized Credit Financial Business Act for each classification of receivables and loans. The prescribed minimum levels of reserves are each category 0.5%, 1%, 20%, 75% and 100%, respectively. 10

13 3. Significant Accounting Policies, Continued (4) Property, plant and equipment Property, plant and equipment are initially measured at cost. The cost of property, plant and equipment includes the expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Assets acquired through investment in kind or donation are recorded at their fair value upon acquisition. For assets acquired in exchange for a non-monetary asset, the fair value of the asset given up is used to measure the cost of the asset received unless the fair value of the asset received is more clearly evident. Significant expenditures or improvements extending the useful life of assets are capitalized. Normal maintenance and repairs are charged to expense as incurred Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Useful lives (years) Leasehold improvement 5 Office equipment 4 Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized in profit or loss. (5) Intangible Assets Cost of intangible assets includes expenditures arising directly from the construction or acquisition of the asset and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Intangible assets acquired through business combinations are recognized at fair value on the acquisition date. For assets acquired in exchange for similar assets in the same industry that the fair value is similar to acquired assets, the acquisition costs of the assets received are measured at the carrying amounts of given assets. If the fair value of given assets is unclear, the fair value of the assets received is used in initial measurement. The acquisition costs of intangible assets are amortized on a straight-line basis over estimated useful lives (residual value is presumed to be zero) as follows: Useful lives (years) Software 4 11

14 3. Significant Accounting Policies, Continued (6) Leases Leases where the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. The other leases are classified as operating leases. For finance leases, the Company recognizes a finance lease payment receivable at the amount of the net investment in the lease. As of the commencement of the lease term, the difference between carrying amounts of lease asset and present value of minimum lease payments is recognized in profit or loss as disposal gain or loss of leased assets. Interest income for net investment in the lease is accounted for using effective interest method. For operating leases, lease revenues are recognized in profit or loss on a straight-line basis over the lease term. The incremental costs that are directly attributable to negotiating and arranging a lease are recognized as initial direct costs which are presented as a separate asset. The depreciation policy for leased assets is consistent with the lessor s depreciation policy for similar assets. (7) Provisions Provisions are recognized when all of the following are met: - an entity has a present obligation as a result of a past event; - it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and - a reliable estimate can be made of the amount of the obligation. Where the effect of the time value of money is material, a provision is recorded at the present value of the expenditures expected to be required to settle the obligation. (8) Capital contributions When the Company issues stocks, if the issue price is higher than par value, the difference between the issue price and par value is accounted for as additional paid-in capital. If the issue price is lower than par value, the difference is used to reduce the additional paid-in capital. If additional paid-in capital is reduced to zero, the excess amount is presented as a stock adjustment (discount on stock issuance) in equity. Capital transaction costs that are directly related to a capital transaction are deducted from additional paid-in capital or included in discount on stock issuance. (9) Revenue recognition Interest income on loans and factoring receivables The Company recognizes interest income on loans and factoring receivables on accrual basis. However, for loans and factoring receivables past due with principal or interest payments as of the settlement date, interest is not accrued, and interest income is recognized on a cash basis. Interest income on finance lease receivables For finance leases, the Company recognizes unearned interests, which is the difference between the finance lease receivables and the total minimum lease payments, as interest income on finance lease receivables, under effective interest method over the lease term. 12

15 3. Significant Accounting Policies, Continued (10) Retirement and severance benefits The company had paid severance benefits which should be paid to all employees who have been working for the company more than a year leave the company at the same time in Defined Benefit Plans by the prior periods. But as we changed severance benefits to Defined Contribution Plans for the years ended December 31, 2013, there is no balance of provision for severance benefits left at the end of the reporting period. When an employee has rendered service to the company during a period, the company recognizes the contribution payable to a defined contribution plan in exchange for that service as a liability (accrued expense), after deducting any contribution already paid. (11) Income taxes Income tax on the income or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using enacted tax rates. Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related asset or liability for financial reporting or the expected reversal date of the temporary difference for those with no related asset or liability such as loss carry forwards and tax credit carry forwards. The deferred tax amounts are presented as a net current asset or liability and a net non-current asset or liability. Changes in deferred taxes due to a change in the tax rate except for those related to items initially recognized outside profit or loss (either in other comprehensive income or directly in equity) are recognized as income in the current year. (12) Foreign currency translation 1 Functional and presentation currency These financial statements are presented in Korean won, which is the Company s functional currency and the currency of the primary economic environment in which the Company operates. 2 Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Company at exchange rates at the dates of the transactions. Non-monetary items that are measured in terms of historical cost in foreign currency are retranslated to the exchange rate at the date of the transaction. Nonmonetary items that are measured at fair value in foreign currency are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss. (13) Earnings per share Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. 13

16 3. Significant Accounting Policies, Continued (14) Prior period adjustments Prior period adjustments resulting from other than fundamental errors are charged or credited to net income in the current period. Fundamental errors are defined as errors with such a significant effect on the financial statements for one or more prior periods that those financial statements can no longer be considered to have been reliable at the date of their issue. Prior period adjustments resulting from fundamental errors are charged or credited to the beginning balance of retained earnings, and the financial statements of the prior year are restated. 14

17 4. Cash and cash equivalents (1) Cash and cash equivalents as of December 31, 2013 and 2012 are as follows: (In thousands of won) Demand deposit 1,000 1,000 MMDA (Money Market Deposit Account) 2,707,035 4,820,669 Foreign currency deposits 5 33 Time deposits - - 2,708,040 4,821,702 (2) There is no restricted cash and cash equivalents as of December 31,2013 and December 31, Finance Leases (1) The present value of the gross investment in the lease and minimum lease payments as of December 31, 2013 and 2012 are as follows: (In thousands of won) Year Due within a year 85,017,540 99,537,470 Due after one year through five years 80,501, ,618,048 Total minimum lease payments 165,518, ,155,518 Unearned interest (11,049,622) (11,350,275) Net investment in the lease 154,469, ,805,243 (2) The Company recorded 2,902,488 thousand of allowance for uncollectable minimum lease payments receivables as of December 31, 2013 (2012: 1,200,753 thousand). 15

18 6. Loans and factoring receivables (1) Loans and factoring receivables as of December 31, 2013 and 2012 are as follows: (In thousands of won) Loans 48,004,894 38,880,587 Less: allowance for doubtful accounts (1,064,762) (685,109) 46,940,132 38,195,478 Factoring receivables 23,781, ,317 Less: allowance for doubtful accounts (118,906) (3,732) 23,662, ,585 70,602,423 38,938, Allowance for doubtful accounts (1) Details of loans and receivables and allowances for doubtful accounts as of December 31, 2013 and 2012 are as follows: (In thousands of won) 2013 Balance Normal Precautionary Substandard Doubtful Estimated loss Allowance for doubtful accounts Loans 48,004,894 46,343, , , ,445-1,064,762 Factoring receivables Finance lease receivables 23,781,197 23,781, , ,469, ,466, ,925-1,713,895-2,092, ,255, ,591, , ,803 2,363,340-3,276,155 (In thousands of won) 2012 Balance Normal Precautionary Substandard Doubtful Estimated loss Allowance for doubtful accounts Loans 38,880,587 38,101, , , ,109 Factoring receivables Finance lease receivables 746, , , ,805, ,271, , ,200, ,432, ,119, , , ,889,594 16

19 8. Allowance for doubtful accounts, continued (2) The ratios of allowance for doubtful accounts to loans and receivables for the last two years are as follows: Ratio 1.45% 0.81% 9. Property, Plant and Equipment Changes in property, plant and equipment for the years ended December 31, 2013 and 2012 are as follows: (In thousands of won) 2013 Beginning book value Acquisition Disposition Depreciation expense Ending book value Leasehold improvement 185, ,217 (154,247) (38,271) 138,790 Office equipment 35,852 12,078 - (19,823) 28, , ,295 (154,247) (58,094) 166,897 (In thousands of won) 2012 Beginning book value Acquisition Disposition Depreciation expense Ending book value Leasehold improvement 272,744-25,174 62, ,091 Office equipment 61,053 3,000 2,107 26,094 35, ,797 3,000 27,281 88, , Insured Assets Listing and description of insured assets as of December 31, 2013 are summarized as follows: (In thousands of won) Category Related assets Book value Fire insurance Insured amount Leasehold impovement 138, ,990 Office equipment 28, , ,990 Insurance company SAMSUNG FIRE & MARINE INSURANCE CO.,LTD. 17

20 11. Intangible Assets Changes in intangible assets for the year ended December 31, 2013 and 2012 are as follows: (In thousands of won) Software Software Net balance at beginning of year 6,475 11,134 Additions Amortization 4,950 4,918 Net balance at end of year 1,525 6, Financial Risk Management and Maturity Analysis for Financial Liabilities (1) Liquidity risk management Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company s reputation. The Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. (2) The following are the contractual maturities of financial liabilities as of December 31, 2013, including estimated interest payments and excluding the impact of netting agreements. (In thousands of won) Carrying amount 6 months or less 6-12 months 1-2 years 2-5 years Borrowings 147,753,209 33,530,027 32,437,614 40,089,150 41,696,418 Derivative liabilities 5,704,263 1,541,761 1,518,220 1,275,099 1,369, ,457,472 35,071,788 33,955,834 41,364,249 43,065,601 It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. 18

21 13. Borrowings (1) Borrowings as of December 31, 2013 and 2012 are summarized as follows: (In thousands of won) Lender Description Annual interest rate(%) Local currency borrowings JP Morgan Chase Bank, N.A, Seoul Branch HSBC Seoul Bank bonds Operating funds AAA + 1.6~1.65% 12,710,000 18,770,000 Operating funds 3.35% 5,500,000 - Foreign currency borrowings De Lage Landen Ireland Company Operating funds LIBOR +0.1~ ,543,209 (USD122,754,865.15) 138,479,929 (USD129,287,581.84) (2) Aggregate maturities of the Company s long-term borrowings as of December 31, 2013 is summarized as follows: (In thousands of won) Local currency borrowings Foreign currency borrowings ,330,000 59,637, ,380,000 33,709, ,500,000 18,492, ,540, ,549 18,210, ,543, Retirement and Severance Benefits Changes in reserve for retirement and severance benefits for the years ended December 31, 2013 and 2012 are as follows: (In thousands of won) Beginning balance 639, ,446 Payment (1,900,636) (559,542) Provision 1,261, ,126 Ending balance - 639,030 19

22 15. Assets and Liabilities Denominated in Foreign Currencies Assets and liabilities denominated in foreign currencies as of December 31, 2013 and 2012 are as follows: (In thousands of won) 2013 Foreign Translation into Exchange rate currency won Cash and cash equivalents USD 5 1, Factoring receivables USD 18,859,946 1, ,902,901 Total foreign currency denominated assets USD 18,859,951 1, ,902,906 Borrowings Accounts payables Accrued expense USD 122,754,865 1, ,543,209 SGD 689, ,917 SGD 1,036, ,302 USD 270,822 1, ,789 Total foreign currency USD 123,025,687 1, ,829,007 denominated liabilities SGD 1,725, ,437,219 (In thousands of won) 2012 Foreign Translation into Exchange rate currency won Cash and cash equivalents USD 31 1, Finance lease receivables USD 497,476 1, ,846 Total foreign currency denominated assets USD 497,507 1, ,879 Borrowings USD 129,287,582 1, ,479,929 Accounts payables SGD 689, ,365 Accrued expense USD 185,686 1, ,888 Total foreign currency USD 129,473,268 1, ,678,817 denominated liabilities SGD 689, ,365 The Company recognized gain of 9,899,353 thousand and loss of 67,298 thousand as operating income and expenses in relation to the above foreign currency translations for the year ended December 31,

23 16. Capital Stock The number of authorized shares, the number of shares issued and par value per share of the Company are 40,000,000 shares, 4,881,574 shares and 5,000, respectively. 17. Retained earnings (1) Retained earnings as of December 31, 2013 and 2012 are summarized as follows: (In thousands of won) Unappropriated retained earnings 3,124,474 3,425,525 (2) Statements of appropriation of retained earnings for the years ended December 31, 2013 and 2012 are as follow: Date of appropriation for 2013: March 31, 2014 Date of appropriation for 2012: March 29, 2013 (In thousands of won) Unappropriated retained earnings (undisposed accumulated deficit) Balance at beginning of year 3,425,525 2,267,793 Net income (301,051) 1,157,732 Balance at end of year before appropriation 3,124,474 3,425,525 Appropriation of retained earnings - - Unappropriated retained earnings to be carried over to subsequent year 3,124,474 3,425,525 21

24 18. Income Taxes (1) The Company was subject to income taxes on taxable income at the following normal tax rates. Tax rate Taxable income Thereafter Up to 200 million 11.0% 11.0% 11.0% 200 million ~ 20 billion 22.0% 22.0% 22.0% Over 20 billion 24.2% 24.2% 24.2% (2) The components of income tax expense for the years ended December 31, 2013 and 2012 are as follows: (In thousands of won) Current tax expenditure - 77,817 Adjustment of prior year tax (22,655) (119,661) Changes in deferred tax from temporary differences 37, ,662 Income tax expense 14, ,818 (3) The income tax expense calculated by applying statutory tax rates to the Company s income before income taxes for the year differs from the actual tax expense in the statement of income for the years ended December 31, 2013 and 2012 for the following reasons: (In thousands of won) Income before income taxes (286,116) 1,470,550 Expense for income taxes at normal tax rates - 301,521 Adjustments Non-deductible expenses 5,900 3,153 Effects of changes in enacted tax rate 32, ,759 Adjustment of prior year tax (22,655) (119,661) Other (557) (2,954) Income tax expenses 14, ,818 Effective tax rate * % *1 : There is a loss before income taxes. Thus the company do not state an effective tax rate. 22

25 18. Income Taxes, Continued (4) Changes in the deferred tax assets (liabilities) and temporary differences during the years ended December 31, 2013 and 2012 were as follows: 2013 (In thousands of won) Temporary differences Deferred income tax assets (liabilities) Beginning Increase Decrease Ending Beginning Increase Decrease Ending Accrued retirement and severance benefits 614, , , ,336 - Accrued expenses 472, , , ,382 81,052 71,418 81,052 71,418 Foreign currency translation gain (1,890,247) - (1,617,199) (273,048) (324,178) - (268,203) (55,975) Loss on valuation of derivatives 8,164,209 5,704,263 8,164,209 5,704,263 1,400,162 1,169,374 1,400,162 1,169,374 Gain on valuation of derivatives (278,806) (5,006) (278,806) (5,006) (47,815) (1,026) (47,815) (1,026) Loss on disposal of lease asset 161,192-56, ,951 27,644-6,129 21,515 Gain on valuation of currency swap (6,283,430) (5,444,507) (6,283,430) (5,444,507) (1,077,608) - 38,516 (1,116,124) Depreciation Allowance - 301, ,724-61,853-61,853 Deferred lease gains and losses - (117,690) - (117,690) - (24,126) - (24,126) 959, ,620 1,127, , ,593 1,277,586 1,315, , (In thousands of won) Temporary differences Deferred income tax assets (liabilities) Beginning Increase Decrease Ending Beginning Increase Decrease Ending Accrued retirement and severance benefits 389, , ,202 81,306 24, ,336 Accrued expenses 444, , , ,604 92,779 81,052 92,779 81,052 Foreign currency translation gain (2,692,198) - (801,951) (1,890,247) (561,861) - (237,684) (324,177) Loss on valuation of derivatives 5,787,416 8,164,209 5,787,416 8,164,209 1,207,834 1,400,162 1,207,834 1,400,162 Gain on valuation of derivatives (1,643,420) (278,806) (1,643,420) (278,806) (342,981) (47,816) (342,982) (47,815) Loss on disposal of lease asset 202,103-40, ,192 42,178-14,535 27,643 Gain on valuation of currency swap - (6,283,430) - (6,283,430) - - 1,077,608 (1,077,608) 2,488,043 2,299,194 3,827, , ,255 1,457,428 1,812, ,593 (5) Deferred tax assets have been recognized as the Company has determined it is probable that future profits will be available against which the Company can utilize the related benefit. 23

26 19. Earnings Per Share Basic earnings per share for the years ended December 31, 2013 and 2012 are as follows: (In won, except share information ) Net earnings for the common shares (301,051,236) 1,157,731,683 Weighted-average number of common shares outstanding 4,881,574 4,881,574 Basic earnings per share (62) 237 The Company s diluted earnings per share is the same as the basic earnings per share, due to no potential dilutive instruments. 20. Transactions and Balances with Related Companies (1) As of December 31, 2013, the Company is 100 percent owned by De Lage Landen International B.V. which is a wholly owned subsidiary of Rabobank Nederland. (2) Significant transactions which occurred in the normal course of business with related companies for the years ended December 31, 2013 and 2012 are as follows: (In thousands of won) Relationship Name Transaction Parent Other De Lage Landen International B.V. De Lage Landen Ireland Company De Lage Landen Pte. Limited General and administrative expenses 1,065,581 1,383,270 Employee benefits - 1,461 Insurance expenses - 26,917 Interest expense 1,797,196 2,548,300 General and administrative expenses 908, ,365 24

27 20. Transactions and Balances with Related Companies, Continued (3) Account balances with related companies as of December 31, 2013 and 2012 are as follows: 1 As of December 31, 2013 (In thousands of won) Receivables Payables Relationship Name Accounts receivable Borrowings in foreign currency Accrued expenses Accounts payables Parent. De Lage Landen International B.V ,713 Other De Lage Landen Ireland Company - 129,543, ,798 - De Lage Landen Pte. Limited , , ,543,209 1,149, ,629 2 As of December 31, 2012 (In thousands of won) Receivables Payables Relationship Name Accounts receivable Borrowings in foreign currency Accrued expenses Accounts payables Parent. De Lage Landen International B.V. 4, ,438 Other De Lage Landen Ireland Company - 138,479, ,888 - De Lage Landen Pte. Limited ,365 De Lage Landen Financial Services, Inc. 10, , ,479, , ,803 (4) Guarantees provided by related companies as of December 31, 2013 and 2012 are as follows: (In thousands of won, USD) 2013 Guarantee provider Type of transactions Guaranteed amount De Lage Landen International B.V. Derivatives $ 70,000,000 Rabo Bank Netherland Local borrowings 36,000,000 (In thousands of won, USD) 2012 Guarantee provider Type of transactions Guaranteed amount De Lage Landen International B.V. Derivatives $ 70,000,000 Rabo Bank Netherland Local borrowings 30,500,000 25

28 21. Value Added Information Details of accounts included in the computation of value added for the years ended December 31, 2013 and 2012 are as follows: (In thousands of won) Salaries and wages 2,686,975 2,847,837 Provision for retirement and severance benefits 1,261, ,126 Employee benefits 349, ,901 Rental expenses 343, ,803 Depreciation expenses 58,094 88,573 Taxes and dues 360, , Derivatives (1) Derivatives as of December 31, 2013 and 2012 are summarized as follows: (In thousands of won) Unsettled amount Accounting Purpose of transaction Type of derivatives Trading Risk hedge Currency interest rate swap 112,166, ,751,555 Interest rate swap 2,425,200 11,048,899 Currency forward 2,724,070 4,518,838 (2) Gains or losses on valuation of derivatives for the years ended December and 2012 are as follows: (In thousands of won) Purpose Type Gains (losses) on valuation Risk hedge Currency interest rate swap (3,341,848) (9,042,351) Risk hedge Interest rate swap (1,694) (41,241) Currency forward (89,655) (45,593) (3,433,197) (9,129,185) 26

29 23. Non-cash Transactions Significant non-cash transactions for the years ended December 31, 2013 and 2012 are as follows: (In thousands of won) Reclassification of prepaid lease assets to finance lease receivables Write-off of finance lease receivables - 196, Date of Authorization for Issue The 2013 financial statements are expected to be authorized for issue on March 31, 2014 at the Board of Directors Meeting. 27

30 Internal Accounting Control System Review Report English Translation of a Report Originally Issued in Korean To the President of De Lage Landen Co., Ltd.: We have reviewed the accompanying Report on the Operations of Internal Accounting Control System ( IACS ) of De Lage Landen Co., Ltd. (the Company ) as of December 31, The Company's management is responsible for designing and maintaining an effective IACS and for its assessment of the effectiveness of the IACS. Our responsibility is to review management's assessment and issue a report based on our review. In the accompanying report of management s assessment of the IACS, the Company s management stated: Based on the assessment of ICFR as of December 31, 2013, no material weaknesses, in any material respects, have been identified from the standpoint of Chapter 5 of the Best Practice Guideelinence. We conducted our review in accordance with IACS Review Standards, issued by the Korean Institute of Certified Public Accountants. Those standards require that we plan and perform the review to obtain assurance of a level less than that of an audit as to whether Report on the Operations of Internal Accounting Control System is free of material misstatement. A review consists principally of obtaining an understanding of the Company s IACS, inquiries of the Company personnel about the details of the report, and tracing to related documents we considered necessary in the circumstances. We have not performed an audit and, accordingly, we do not express an audit opinion. However, as the Company is a privatelyheld large enterprise, the design, operations and assessment of its IACS are limited compared with those of publicly-held large enterprises, under Chapter 5, Application for Small and Medium-sized Enterprises of IACS Standards. As such, we performed our review in accordance with Chapter 14, Review Standards for Small and Medium-sized Enterprises. A company's IACS is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, however, IACS may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our review, nothing has come to our attention that the Report on the Operations of Internal Accounting Control System as of December 31, 2013 is not prepared, in all material respects, in accordance with Chapter 5, Application for Small and Medium-sized Enterprises of the IACS Review Standards issued by the IACS Operation Committee. 28

31 This report applies to the Company s IACS in existence as of December 31, We did not review the Company s IACS subsequent to December 31, This report has been prepared for Korean regulatory purposes, pursuant to the External Audit Law, and may not be appropriate for other purposes or for other users. KPMG Samjong Accounting Corp. Seoul, Korea March 21, 2014 Notice to Readers This report is annexed in relation to the audit of the financial statements as of December 31, 2013 and the review of internal accounting control system pursuant to Article 2-3 of the Act on External Audit for Stock Companies of the Republic of Korea. 29

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