Form 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2013

 

 

LG Display Co., Ltd.

(Translation of Registrant’s name into English)

 

 

128 Yeoui-dearo, Youngdungpo-gu, Seoul 150-721, Korea

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No  x

 

 

 


I. Activities and Remuneration of Outside Directors, etc.

 

  1. Attendance and Voting Record of Outside Directors, etc.

 

    

Date

       

Agenda

       Name of Outside Directors
                Tae Sik Ahn
(Attendance
rate: 86%)
   William Y.
Kim

(Attendance
rate: 86%)
   Jin Jang
(Attendance
rate: 100%)
        Dong Il Kwon
(Attendance
rate: 100%)
1    2012.01.26         

1. Report on 2011 Q4 financial and operating results

2. Report on operation of internal accounting controls

3. Approval of FY2011 financial statements

4. Approval of FY2011 annual business report

       -

-

Absent

Absent

   -

-

For

For

   -

-

For

For

        Not
applicable

(Newly
elected in
March
2012)

2    2012.02.15        

1. Report on operation and evaluation of internal accounting control system

2. Approval relating to convening the 27th Annual General Meeting of Shareholders (“AGM”)

3. Approval of 27th AGM agenda items

4. Approval of transaction limit with related parties

5. Approval of transactions with significant shareholders

      

 

-

 

For

 

For

For

For

  

 

-

 

For

 

For

For

For

  

 

-

 

For

 

For

For

For

     
3    2012.03.09        

1. Approval of representative director nomination

2. Approval of matters relating to committee membership

3. Approval relating to creation of Management Committee and adoption of the committee charter

4. Approval of amendments to the committee charters

5. Approval of remuneration for directors and executive officers

6. Approval of limits on long-term borrowings, including issuance of debentures

7. Approval of establishment of a domestic subsidiary

8. Approval of LG Twin Tower lease agreement

       For

For

For

 

For

For

For

 

For

For

   For

For

For

 

For

For

For

 

For

For

   For

For

For

 

For

For

For

 

For

For

        For

For

For

 

For

For

For

 

For

For

4    2012.04.24        

1. Report on 2012 Q1 financial and operating results

2. Approval of transactions with significant shareholders

3. Approval of compliance officer nomination and adoption of compliance control standards

       -

For

For

   -

For

For

   -

For-

For

        -

For

For

5    2012.07.25        

1. Report on 2012 Q2 financial and operating results

2. Report on medium- to long-term strategy

3. Adoption of long-term mission for the CEO

4. Approval of changes in short-term business goals

5. Approval of investment in LTPS LCD

6. Approval of brand-use license payments

7. Approval of compliance officer nomination and executive officer appointments

       -

-

For

For

For

For

For

   -

-

For

For

For

For

For

   -

-

For

For

For

For

For

        -

-

For

For

For

For

For

6    2012.10.25        

1. Report on 2012 Q3 financial and operating results

2. Report on China Fab investment update

3. Approval of terms of consulting agreements for retired executive officers

       -

-

For

   -

-

For

   -

-

For

        -

-

For

7    2012.11.28        

1. Review of FY2012 performance and approval of business plan for FY2013

2. Approval of brand-use license payments

3. Approval of wind up of a subsidiary

4. Approval of executive officer appointments

       For

 

For

For

For

   Absent

 

Absent

Absent

Absent

   For

 

For

For

For

        For

 

For

For

For


  2. Activities of Outside Directors, etc. in Committees of the Board of Directors

 

Audit Committee      

Member

      Activities
            Date      

Agenda

     

Remarks

               
   

Tae Sik Ahn

 

William Y. Kim

 

Jin Jang

   

 

2012.01.19

   

 

1. Approval of 2011 Q4 financial statements

2. Report on FY2011 financial statements and business report

3. Report on internal accounting controls

4. Approval of non-audit services by independent auditors

5. Independent auditors’ report on progress of audit

6. Report on compliance program

7. Report on committee self-evaluation

   

 

Approved

Reported

 

Reported

Approved

 

Reported

Reported

Reported

         

 

2012.02.15

     

 

1. Report on internal audit

2. Approval of internal accounting controls evaluation

3. Approval of internal monitoring system evaluation

4. Approval of FY2011 audit report

5. Review and approval of AGM agenda items

     

 

Reported

Approved

Approved

Approved

Approved

        2012.04.24    

 

1. Approval of 2013 Q1 financial statements

2. Report on post-filing matters relating to Form 20-F

3. Audit progress report

4. Report on whistleblowing

5. Report on compliance

   

 

Approved

Reported

Reported

Reported

Reported

         

 

2012.7.23

     

 

1. Approval of 2013 Q2 financial statements

2. Audit progress report

3. Report on whistleblowing

     

 

Approved

Reported

Reported

             

 

2012.10.25

     

 

1. Approval of 2013 Q3 financial statements

2. Audit progress report

     

 

Approved

Reported

Outside Director

Nomination and Corporate Governance Committee

     

 

James (Hoyoung) Jeong

 

William Y. Kim

 

Jin Jang

     

 

2012.01.26

     

 

1. Review of outside director candidates

     

 

-

           

 

2012.02.15

     

 

1. Review of outside director candidates

2. Review of committee membership proposals

     

 

Approved

Reported

     

 

James (Hoyoung) Jeong

 

Dong II Kwon

 

Jin Jang

     

 

2012.11.28

     

 

1. Review of outside director candidates

     

 

-

Remuneration Committee      

William Y. Kim

 

James (Hoyoung) Jeong

 

Tae Sik Ahn

     

 

2012.03.08

     

 

1. Approval of funding for short- and long-term incentives for executive officers

2. Approval of amendments to short- and long-term incentive schemes for executive officers

3. Approval of long-term incentive goals for executive officers

4. Approval of 2012 terms for relating to consulting agreements for retired executive officers

     

 

Approved

 

Approved

 

Approved

 

Approved

         

 

2012.07.23

     

 

1. Approval of long-term vision for the CEO

2. Approval of change to long-term incentive goals for executive officers

     

 

Approved

Approved

Management

Committee

   

 

Sang Beom Han

 

James (Hoyoung) Jeong

   

 

2012.10.08

   

 

1. Issue of Series No. 28-1 and No. 28-2 unguaranteed bonds

   

 

Approved

 

  3. Remuneration of Outside Directors & Non-Standing Directors

 

                          (KRW Million)  
     Number of Persons      Remuneration Limit*      Results      Average Payment per Person      Remarks  

Outside Director

     4         8,500         223         56         —     

 

* Remuneration limit for the total 7 directors, including 3 standing directors.


II. Accumulated Transaction Amount of LG Display Co., Ltd with each of Major Shareholders or Their Affiliates, which was equivalent to 5% or more of 2011 Total Assets.

 

(KRW Billion)  

Transaction Type

  

Counterpart (Relationship)

  

Transaction Period

   Transaction Amount      Ratio*(%)  
Sales, etc.   

LG Display America Inc. (Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      9,196         38.6   
Sales, etc.   

LG Display Germany GmbH (Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      4,315         18.1   
Sales, etc.   

LG Display Japan Co., Ltd. (Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      1,420         6.0   
Sales, etc.   

LG Display Taiwan Co., Ltd. (Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      1,851         7.8   
Sales, etc.   

LG Display Shanghai Co., Ltd. (Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      2,737         11.5   
Sales, etc.   

LG Display Singapore Pte. Ltd.(Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      1,405         5.9   
Sales, etc.   

LG Display Shenzhen Co., Ltd.(Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      1,987         8.3   
Sales/Purchase   

LG Display Guangzhou Co., Ltd.(Subsidiary)

   Jan. 1, 2012 ~ Dec. 31, 2012      2,722         11.4   
Sales/Purchase   

LG Electronics Inc.(Affiliate)

   Jan. 1, 2012 ~ Dec. 31, 2012      1,061         4.5   
Purchase, etc.   

LG Chem. Ltd. (Affiliate)

   Jan. 1, 2012 ~ Dec. 31, 2012      2,316         9.7   

 

* Out of total asset in FY 2011

 

III. Reference Relating to AGM

1. Matters Relating to the Annual General Meeting

 

  A. Date and Time: 9:30 A.M., March 8, 2013 (Friday)

 

  B. Venue : Guest House, LG Display Paju Display Cluster. 1007, Deogeun-ri, Wollong-myeon, Paju-si, Gyeonggi-do, Korea

2. Agenda for Meeting

 

  A. For Reporting

 

  (1) Audit Committee’s Audit Report

 

  (2) Fiscal Year 2012 Business Report

 

  B. For Approval

 

  (1) Consolidated and Separate Financial Statements as of and for the fiscal year ended December 31, 2012

 

  (2) Amendment to the Articles of Incorporation

 

  (3) Appointment of Directors

 

  (4) Appointment of Audit Committee Members

 

  (5) Remuneration Limit for Directors in 2013


3. Details of Agenda for Approval

 

  A. Agenda 1: Consolidated and Separate Financial Statements as of and for the fiscal year ended December 31, 2012

 

  (1) Business Performance in FY 2012

a. Business overview

We were incorporated in February 1985 under the laws of the Republic of Korea. LG Electronics and LG Semicon transferred their respective LCD business to us in 1998, and since then, our business has been focused on the research, development, manufacture and sale of display panels, applying technologies such as TFT-LCD, LTPS-LCD and OLED.

As of December 31, 2012, we operated TFT-LCD and OLED production facilities in Paju and Gumi, Korea and a LCD research center in Paju, Korea. We have also established subsidiaries in the Americas, Europe and Asia.

As of December 31, 2012, our business consisted of the manufacture and sale of LCD and OLED panels and monitor products. Because our non-LCD business represented an extremely small portion of our assets and revenues as of and for the year ended December 31, 2012, we have included them as part of our LCD reporting business segment.

2012 Financial highlights by business (based on K-IFRS)

 

(Unit: In billions of Won)  

2012

   LCD business  

Sales Revenue

     29,430   

Gross Profit

     3,005   

Operating Profit (Loss)

     91   

b. Major products

We manufacture TFT-LCD panels, of which a significant majority is exported overseas.

 

     (Unit: In billions of Won, except percentages)  

Business area

  

Sales

Type

  

Items

(Market)

  

Usage

   Major
trademark
     Sales in 2012 (%)  

TFT-LCD

  

Product/ Service/ Other Sales

   TFT-LCD (Overseas (1))   

Panels for Notebook Computer, Monitor, Television, etc

     LG Display         27,280 (92.7 %) 
      TFT-LCD (Korea (1))   

Panels for Notebook Computer, Monitor, Television, etc

     LG Display         2,150 (7.3 %) 
              

 

 

 

Total

                 29,430 (100.0 %) 
              

 

 

 

 

(1) Based on ship-to-party.


  (2) Consolidated Financial Statements

a. Consolidated Statements of Financial Position

LG DISPLAY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Financial Position

As of December 31, 2012 and 2011

 

(In millions of won)    December 31, 2012     December 31, 2011  

Assets

    

Cash and cash equivalents

     2,338,661       1,517,977  

Deposits in banks

     315,092       815,000  

Trade accounts and notes receivable, net

     3,334,341       2,740,107  

Other accounts receivable, net

     199,007       212,870  

Other current financial assets

     3,828       3,297  

Inventories

     2,390,007       2,317,370  

Prepaid income taxes

     8,483       8,522  

Other current assets

     325,266       242,922  
  

 

 

   

 

 

 

Total current assets

     8,914,685       7,858,065  

Investments in equity accounted investees

     402,158       385,145  

Other non-current financial assets

     86,432       84,548  

Deferred tax assets

     1,294,813       1,424,005  

Property, plant and equipment, net

     13,107,511       14,696,849  

Intangible assets, net

     497,602       535,114  

Other non-current assets

     152,310       179,205  
  

 

 

   

 

 

 

Total non-current assets

     15,540,826       17,304,866  
  

 

 

   

 

 

 

Total assets

     24,455,511       25,162,931  
  

 

 

   

 

 

 

Liabilities

    

Trade accounts and notes payable

     4,147,036       3,782,627  

Current financial liabilities

     1,015,272       894,972  

Other accounts payable

     2,811,161       3,992,671  

Accrued expenses

     412,055       267,595  

Income tax payable

     56,521       58,259  

Provisions

     250,984       279,403  

Advances received

     485,468       616,351  

Other current liabilities

     27,661       19,556  
  

 

 

   

 

 

 

Total current liabilities

     9,206,158       9,911,434  

Non-current financial liabilities

     3,440,585       3,722,364  

Non-current provisions

     6,515       5,400  

Deferred tax liabilities

     —         240  

Employee benefits

     180,640       146,638  

Long-term advances received

     1,049,678       668,914  

Other non-current liabilities

     331,755       576,913  
  

 

 

   

 

 

 

Total non-current liabilities

     5,009,173       5,120,469  
  

 

 

   

 

 

 

Total liabilities

     14,215,331       15,031,903  
  

 

 

   

 

 

 

Equity

    

Share capital

     1,789,079       1,789,079  

Share premium

     2,251,113       2,251,113  

Reserves

     (69,370 )     12,181  

Retained earnings

     6,238,989       6,063,359  
  

 

 

   

 

 

 

Total equity attributable to equity holders of the Company

     10,209,811       10,115,732  
  

 

 

   

 

 

 

Non-controlling interests

     30,369       15,296  
  

 

 

   

 

 

 

Total equity

     10,240,180       10,131,028  
  

 

 

   

 

 

 

Total liabilities and equity

     24,455,511       25,162,931  
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.


b. Consolidated Statements of Comprehensive Income (Loss)

LG DISPLAY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

For the years ended December 31, 2012 and 2011

 

(In millions of won, except earnings per share)    2012     2011  

Revenue

     29,429,668       24,291,289  

Cost of sales

     (26,424,756 )     (23,081,322 )
  

 

 

   

 

 

 

Gross profit

     3,004,912       1,209,967  

Selling expenses

     (813,742 )     (728,419 )

Administrative expenses

     (493,691 )     (429,042 )

Research and development expenses

     (785,111 )     (816,054 )
  

 

 

   

 

 

 

Operating profit (loss)

     912,368       (763,548 )
  

 

 

   

 

 

 

Finance income

     293,172       207,266  

Finance costs

     (436,696 )     (363,309 )

Other non-operating income

     1,260,942       1,223,076  

Other non-operating expenses

     (1,614,040 )     (1,400,491 )

Equity income on investments, net

     42,779       16,047  
  

 

 

   

 

 

 

Profit (loss) before income tax

     458,525       (1,080,959 )

Income tax expense (benefit)

     222,180       (293,064 )
  

 

 

   

 

 

 

Profit (loss) for the year

     236,345       (787,895 )
  

 

 

   

 

 

 

Other comprehensive income (loss)

    

Net change in unrealized fair value of available-for-sale financial assets

     4,764       2,700  

Defined benefit plan actuarial losses

     (75,899 )     (23,732 )

Cumulative translation differences

     (86,320 )     47,443  

Loss on sales of own shares of associates accounted for using the equity method

     (48 )     (214 )

Income tax benefit on other comprehensive income items

     17,282       4,958  
  

 

 

   

 

 

 

Other comprehensive income (loss) for the year, net of income tax

     (140,221 )     31,155  
  

 

 

   

 

 

 

Total comprehensive income (loss) for the year

     96,124       (756,740 )
  

 

 

   

 

 

 

Profit (loss) attributable to:

    

Owners of the Controlling Company

     233,204       (771,223 )

Non-controlling interests

     3,141       (16,672 )
  

 

 

   

 

 

 

Profit (loss) for the year

     236,345       (787,895 )
  

 

 

   

 

 

 

Total comprehensive income (loss) attributable to:

    

Owners of the Controlling Company

     94,079       (741,417 )

Non-controlling interests

     2,045       (15,323 )
  

 

 

   

 

 

 

Total comprehensive income (loss) for the year

     96,124       (756,740 )
  

 

 

   

 

 

 

Earnings (loss) per share

    

Basic and diluted earnings (loss) per share

     652       (2,155 )
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.


c. Consolidated Statements of Changes in Equity

LG DISPLAY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2012 and 2011

 

    Attributable to owners of the Controlling Company              
(In millions of won)   Share
capital
    Share
premium
    Cumulative
net gain on
sales of own shares
of associates
    Translation
reserve
    Fair value
reserve
    Retained
earnings
    Non-controlling
interest
    Total
equity
 

Balances at January 1, 2011

  (Won) 1,789,079        2,251,113        810        (30,548     (5,560     7,031,163        24,910        11,060,967  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) for the year

               

Loss for the year

    —          —          —          —          —          (771,223     (16,672     (787,895 )

Other comprehensive income (loss)

               

Net change in fair value of available-for-sale financial assets, net of tax

    —          —          —          —          1,704        —          —          1,704  

Cumulative translation differences, net of tax

    —          —          —          45,989        —          —          1,349        47,338  

Defined benefit plan actuarial loss, net of tax

    —          —          —          —          —          (17,673     —          (17,673 )

Loss on sales of own shares of associates accounted for using the equity method, net of tax

    —          —          (214     —          —          —          —          (214 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

    —          —          (214     45,989        1,704        (17,673     1,349        31,155  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) for the year

  (Won) —          —          (214     45,989        1,704        (788,896     (15,323     (756,740 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transaction with owners, recognized directly in equity

               

Dividends to equity holders

    —          —          —          —          —          (178,908     —          (178,908 )

Changes in ownership interests in subsidiaries

    —          —          —          —          —          —          5,709        5,709  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2011

  (Won) 1,789,079        2,251,113        596        15,441        (3,856     6,063,359        15,296        10,131,028  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at January 1, 2012

  (Won) 1,789,079        2,251,113        596        15,441        (3,856     6,063,359        15,296        10,131,028  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) for the year

               

Income for the year

    —          —          —          —          —          233,204        3,141        236,345  

Other comprehensive income (loss)

               

Net change in fair value of available-for-sale financial assets, net of tax

    —          —          —          —          3,790        —          —          3,790  

Cumulative translation differences, net of tax

    —          —          —          (85,293     —          —          (1,096     (86,389 )

Defined benefit plan actuarial loss, net of tax

    —          —          —          —          —          (57,574     —          (57,574 )

Loss on sales of own shares of associates accounted for using the equity method, net of tax

    —          —          (48     —          —          —          —          (48 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

    —          —          (48     (85,293     3,790        (57,574     (1,096     (140,221 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) for the year

  (Won) —          —          (48     (85,293     3,790        175,630        2,045        96,124  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transaction with owners, recognized directly in equity

               

Changes in ownership interests in subsidiaries

    —          —          —          —          —          —          13,028        13,028  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances at December 31, 2012

  (Won) 1,789,079        2,251,113        548        (69,852     (66     6,238,989        30,369        10,240,180  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.


d. Consolidated Statements of Cash Flows

LG DISPLAY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2012 and 2011

 

(In millions of won)    2012     2011  

Cash flows from operating activities:

    

Profit (loss) for the year

     236,345       (787,895 )

Adjustments for:

    

Income tax expense (benefit)

     222,180       (293,064 )

Depreciation

     4,196,487       3,413,450  

Amortization of intangible assets

     272,925       237,996  

Gain on foreign currency translation

     (234,912 )     (85,804 )

Loss on foreign currency translation

     73,391       132,295  

Retirement allowance

     138,879       113,970  

Reversal of stock compensation expense

     (3 )     (469 )

Gain on disposal of property, plant and equipment

     (5,925 )     (740 )

Loss on disposal of property, plant and equipment

     3,728       862  

Impairment loss on property, plant and equipment

     —         3,589  

Loss on disposal of intangible assets

     704       1,588  

Impairment loss on intangible assets

     40,012       5,574  

Finance income

     (133,711 )     (59,542 )

Finance costs

     209,104       238,737  

Equity in income of equity method accounted investees, net

     (42,779 )     (16,047 )

Other non-operating income

     (8,232 )     (19,122 )

Other non-operating expense

     560,458       210,008  
  

 

 

   

 

 

 
     5,292,306       3,883,281  

Change in trade accounts and notes receivable

     (1,456,943 )     296,691  

Change in other accounts receivable

     15,515       (90,398 )

Change in other current assets

     (46,216 )     11,010  

Change in inventories

     (72,637 )     (102,153 )

Change in other non-current assets

     (47,872 )     (39,796 )

Change in trade accounts and notes payable

     440,883       792,128  

Change in other accounts payable

     (292,443 )     97,686  

Change in accrued expenses

     158,698       (158,640 )

Change in other current liabilities

     359,132       (5,384 )

Change in long-term advance received

     789,670       281,975  

Change in other non-current liabilities

     2,453       13,770  

Change in provisions

     (390,974 )     (208,390 )

Change in defined benefit liabilities

     (180,599 )     (69,727 )
  

 

 

   

 

 

 
     (721,333 )     818,772  

Cash generated from operating activities

     4,807,318       3,914,158  

Income taxes paid

     (77,643 )     (162,266 )

Interest received

     33,302       65,600  

Interest paid

     (193,282 )     (151,634 )
  

 

 

   

 

 

 

Net cash from operating activities

     4,569,695       3,665,858  
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.


LG DISPLAY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows, Continued

For the years ended December 31, 2012 and 2011

 

(In millions of won)    2012     2011  

Cash flows from investing activities:

    

Dividends received

     686       6,130  

Proceeds from withdrawal of deposits in banks

     913,500       2,401,500  

Increase in deposits in banks

     (413,512 )     (1,713,500 )

Acquisition of investments in equity accounted investees

     (6,599 )     (53,226 )

Proceeds from disposal of investments in equity accounted investees

     3,938       2,045  

Acquisition of property, plant and equipment

     (3,972,479 )     (4,063,070 )

Proceeds from disposal of property, plant and equipment

     58,846       643  

Acquisition of intangible assets

     (285,888 )     (215,286 )

Grants received

     3,962       1,605  

Proceeds from settement of derivatives

     742       23,784  

Proceeds from (repayments) of short-term loans

     (10 )     —     

Proceeds from collection of short-term loans

     —          92  

Acquisition of other non-current financial assets

     (55,276 )     (59,444 )

Proceeds from disposal of other non-current financial assets

     63,905       174,266  
  

 

 

   

 

 

 

Net cash used in investing activities

     (3,688,185 )     (3,494,461 )
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from short-term borrowings

     3,455,548       1,292,804  

Repayments of short-term borrowings

     (3,441,632 )     (2,483,997 )

Proceeds from issuance of debentures

     298,783       1,145,209  

Proceeds from long-term debt

     494,000       941,921  

Repayments of current portion of long-term debt

     (867,851 )     (1,000,987 )

Increase in non-controlling interest

     13,028       5,709  

Payment of cash dividend

     —         (178,908 )
  

 

 

   

 

 

 

Net cash used in financing activities

     (48,124 )     (278,249 )
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     833,386       (106,852 )

Cash and cash equivalents at January 1

     1,517,977       1,631,009  

Effect of exchange rate fluctuations on cash held

     (12,702 )     (6,180 )
  

 

 

   

 

 

 

Cash and cash equivalents at December 31

     2,338,661       1,517,977  
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.


e. Notes to the Consolidated Financial Statements

 

1. Reporting Entity

(a) Description of the Controlling Company

LG Display Co., Ltd. (the “Controlling Company”) was incorporated in February 1985 under its original name of LG Soft, Ltd. as a wholly owned subsidiary of LG Electronics Inc. In 1998, LG Electronics Inc. and LG Semicon Co., Ltd. transferred their respective Thin Film Transistor Liquid Crystal Display (“TFT-LCD”) related business to the Controlling Company. The main business of the Controlling Company and its subsidiaries is to manufacture and sell TFT-LCD panels. The Controlling Company is a stock company (“Jusikhoesa”) domiciled in the Republic of Korea with its address at 128, Yeouidae-ro, Yeongdeungpo-gu, Seoul, the Republic of Korea. In July 1999, LG Electronics Inc. and Koninklijke Philips Electronics N.V. (“Philips”) entered into a joint venture agreement. Pursuant to the agreement, the Controlling Company changed its name to LG.Philips LCD Co., Ltd. However, on February 29, 2008, the Controlling Company changed its name to LG Display Co., Ltd. based upon the approval of shareholders at the general shareholders’ meeting on the same date as a result of the decrease in Philips’s share interest in the Controlling Company and the possibility of its business expansion to Organic Light Emitting Diode (“OLED”) and Flexible Display products. As of December 31, 2012, LG Electronics Inc. owns 37.9% (135,625,000 shares) of the Controlling Company’s common shares.

As of December 31, 2012, the Controlling Company has TFT-LCD manufacturing plants, an OLED manufacturing plant and an LCD Research & Development Center in Paju and TFT-LCD manufacturing plants in Gumi. The Controlling Company has overseas subsidiaries located in North America, Europe and Asia.

The Controlling Company’s common stock is listed on the Korea Exchange under the identifying code 034220. As of December 31, 2012, there are 357,815,700 shares of common stock outstanding. The Controlling Company’s common stock is also listed on the New York Stock Exchange in the form of American Depository Shares (“ADSs”) under the symbol “LPL.” One ADS represents one-half of one share of common stock. As of December 31, 2012, there are 21,853,986 ADSs outstanding.


1. Reporting Entity, Continued

 

(b) Consolidated Subsidiaries as of December 31, 2012

 

(In millions)                                 

Subsidiaries

  

Location

   Percentage of
ownership
   

Fiscal year

end

  

Date of
incorporation

  

Business

   Capital
stocks
 

LG Display America, Inc. (*1)

  

California,

U.S.A.

     100   December 31    September 24, 1999    Sell TFT-LCD products    USD  260   

LG Display Japan Co., Ltd.

   Tokyo, Japan      100   December 31    October 12, 1999   

Sell TFT-LCD

Products

   JPY  95   

LG Display Germany GmbH

   Dusseldorf, Germany      100   December 31    November 5, 1999    Sell TFT-LCD products    EUR  1   

LG Display Taiwan Co., Ltd.

   Taipei, Taiwan      100   December 31   

April 12,

1999

   Sell TFT-LCD products    NTD  116   

LG Display Nanjing Co., Ltd. (*2)

   Nanjing, China      100   December 31   

July 15,

2002

   Manufacture and sell TFT-LCD products    CNY  2,834   

LG Display Shanghai Co., Ltd.

   Shanghai, China      100   December 31    January 16, 2003    Sell TFT-LCD products    CNY  4   

LG Display Poland Sp. zo. o. (*3)

   Wroclaw, Poland      80   December 31    September 6, 2005    Manufacture and sell TFT-LCD products    PLN  511   

LG Display Guangzhou Co., Ltd. (*4)

   Guangzhou, China      90   December 31   

June 30,

2006

   Manufacture and sell TFT-LCD products    CNY  992   

LG Display Shenzhen Co., Ltd.

   Shenzhen, China      100   December 31    August 28, 2007    Sell TFT-LCD products    CNY  4   

LG Display Singapore Pte. Ltd.

   Singapore      100   December 31    January 12, 2009    Sell TFT-LCD products    SGD  1.4   

L&T Display Technology (Xiamen) Limited

  

Xiamen,

China

     51   December 31   

January 5,

2010

   Manufacture LCD module and TV sets    CNY  82   

L&T Display Technology (Fujian) Limited

  

Fujian,

China

     51   December 31   

January 5,

2010

   Manufacture LCD module and monitor sets    CNY  116   

LG Display Yantai Co., Ltd. (*5)

  

Yantai,

China

     100   December 31   

April 19,

2010

   Manufacture and sell TFT-LCD products    CNY  525   

L&I Electronic Technology (Dongguan) Limited

  

Dongguan,

China

     51   December 31   

September 26,

2010

   Manufacture and sell e-Book devices    CNY  33   

Image&Materials, Inc. (*6)

   Domestic      100   December 31   

May 17,

2006

   Manufacture EPD materials    KRW  1,008   

LUCOM Display Technology (Kunshan) Limited

  

Kunshan,

China

     51   December 31   

December 15,

2010

   Manufacture notebook borderless hinge-up    CNY  99   


1. Reporting Entity, Continued

 

(b) Consolidated Subsidiaries as of December 31, 2012, Continued

 

(In millions)                                 

Subsidiaries

  

Location

   Percentage of
ownership
   

Fiscal year

end

  

Date of
incorporation

  

Business

   Capital
stocks
 

LG Display U.S.A., Inc.

   Texas, U.S.A.      100   December 31   

October 26,

2011

   Manufacture TFT-LCD products     
 
USD
11
  
  

LG Display Reynosa S.A. de C.V.

   Reynosa, Mexico      100   December 31   

November 4,

2011

   Manufacture TFT-LCD products     
 
MXN
112
  
  

Nanumnuri Co., Ltd. (*7)

   Domestic      100   December 31   

March 21,

2012

   Janitorial services     
 
KRW
800
  
  

LG Display China Co., Ltd. (*8)

   Guangzhou, China      70   December 31   

December 10,

2012

   Manufacture and sell TFT-LCD products     
 
CNY
252
  
  

 

(*1) In June 2012, the Controlling Company contributed (Won) 88,380 million in cash for the capital increase of LG Display America, Inc. (“LGDUS”). There were no changes in the Controlling Company’s ownership percentage in LGDUS as a result of this additional investment.
(*2) In May 2012, the Controlling Company invested (Won) 52,358 million in cash for the capital increase of LG Display Nanjing Co., Ltd. (“LGDNJ”). There were no changes in the Controlling Company’s ownership percentage in LGDNJ as a result of this additional investment.
(*3) Toshiba Corporation (“Toshiba”) acquired 20% of LG Display Poland Sp. zo.o. (“LGDWR”) in December 2007 through a stock purchase agreement. With the acquisition of the 20% interest, Toshiba and the Controlling Company and LGDWR entered into a derivative contract with LGDWR’s equity shares as its underlying assets. According to the contract, the Controlling Company or LGDWR has a call option to buy Toshiba’s 20% interest in LGDWR and Toshiba has a put option to sell its 20% interest in LGDWR to the Controlling Company or LGDWR under the same terms: the exercise price of the call is equal to the price of the put option which is the total amount of Toshiba’s investment at cost. The call and put options are exercisable after five years from the date of acquisition and on each anniversary thereafter with no stated expiration date in whole or in part. Toshiba’s investment in LGDWR is regarded as financing due to the options and recorded as other accounts payable in the consolidated statement of financial position of LG Display Co., Ltd. and its subsidiaries (the “Group”). Accordingly, LGDWR is consolidated as a wholly owned subsidiary in the consolidated financial statements.
(*4) Skyworth TV Holdings Limited (“Skyworth”) acquired a 16% equity interest in LG Display Guangzhou Co., Ltd. (“LGDGZ”) in June 2008. With the acquisition of the 16% interest in June 2008 (which was reduced to 10% at December 31, 2009 with the additional investment in LGDGZ by the Controlling Company), Skyworth and the Controlling Company entered into a derivative contract with LGDGZ’s equity interest as its underlying assets. According to the contract, the Controlling Company has a call option to buy Skyworth’s interest in LGDGZ and Skyworth has a put option to sell its interest in LGDGZ to LG Display Co., Ltd. under the same terms: the exercise price of the call is equal to the price of the put option which is the total amount of Skyworth’s investment at cost. The call and put options are exercisable after five years from the date of acquisition with no stated expiration date in whole or in part. Skyworth’s investment in LGDGZ is regarded as financing due to the options and recorded as other accounts payable in the consolidated statement of financial position of the Group. Accordingly, LGDGZ is consolidated as a wholly owned subsidiary in the consolidated financial statements.


1. Reporting Entity, Continued

 

(b) Consolidated Subsidiaries as of December 31, 2012, Continued

 

(*5) In October 2012, the Controlling Company contributed (Won) 43,860 million in cash for the capital increase of LG Display Yantai Co., Ltd. (“LGDYT”). There were no changes in the Controlling Company’s ownership percentage in LGDYT as a result of this additional investment.
(*6) In February 2012, the Controlling Company contributed (Won) 3,000 million in cash for the capital increase of Image & Materials, Inc. (“I&M”). There were no changes in the Controlling Company’s ownership percentage in I&M as a result of this additional investment.
(*7) In March 2012, the Controlling Company established Nanumnuri Co., Ltd., a wholly owned subsidiary of the Controlling Company founded as a Standard Workplace for the Disabled under the Act on Employment Promotion and Vocational Rehabilitation for Disabled Persons, with an investment of (Won) 800 million in cash.
(*8) The Controlling Company entered into an agreement with Shenzhen SKYWORTH-RGB Electronics Co., Ltd. and Guangzhou GET Technologies Development Co., Ltd. to manufacture and sell TFT-LCD products and incorporated LG Display China Co., Ltd. in Guangzhou, China. The Controlling Company invested (Won) 30,399 million in cash for a 70% controlling equity interest in LG Display China Co., Ltd.


1. Reporting Entity, Continued

 

(c) Summary of financial information of subsidiaries at the reporting date is as follows:

 

(In millions of won)    December 31, 2012     2012  

Company

   Total
assets
     Total
liabilities
     Total
shareholders’
equity (deficit)
    Sales      Net income
(loss)
 

LG Display America, Inc.

   (Won) 1,818,414         1,949,396         (130,982     9,236,622         (4,645

LG Display Japan Co., Ltd.

     207,085         186,744         20,341        1,401,933         2,247   

LG Display Germany GmbH

     615,325         590,165         25,160        4,387,621         5,154   

LG Display Taiwan Co., Ltd.

     319,808         280,343         39,465        2,687,636         3,113   

LG Display Nanjing Co., Ltd.

     621,923         76,907         545,016        559,706         43,962   

LG Display Shanghai Co., Ltd.

     990,912         962,109         28,803        3,694,307         7,739   

LG Display Poland Sp. zo.o.

     247,017         69,111         177,906        89,911         872   

LG Display Guangzhou Co., Ltd.

     2,193,321         1,567,033         626,288        2,751,526         159,042   

LG Display Shenzhen Co., Ltd.

     354,416         342,778         11,638        2,570,699         1,449   

LG Display Singapore Pte. Ltd.

     526,439         519,087         7,352        1,305,073         2,916   

L&T Display Technology (Xiamen) Limited

     37,423         42,888         (5,465     9,211         5,198   

L&T Display Technology (Fujian) Limited

     255,465         218,245         37,220        1,001,003         10,033   

LG Display Yantai Co., Ltd.

     668,923         542,201         126,722        458,250         32,084   

L&I Electronic Technology (Dongguan) Limited

     342         6,318         (5,976     2,810         (6,428

Image&Materials, Inc.

     3,765         9,092         (5,327     66         (11,287

LUCOM Display Technology (Kunshan) Limited

     46,229         36,417         9,812        109,358         (2,268

LG Display U.S.A., Inc.(*)

     50,503         36,907         13,596        135,470         1,294   

Nanumnuri Co., Ltd.

     1,135         537         598        2,720         (202

LG Display China Co., Ltd.

     93,684         50,590         43,094        —           (204
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   (Won) 9,052,129         7,486,868         1,565,261        30,403,922         250,069   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(*) The financial information of LG Display U.S.A., Inc. includes the financial information of LG Display Reynosa S.A. de C.V.


1. Reporting Entity, Continued

 

(In millions of won)    December 31, 2011     2011  

Company

   Total
assets
     Total
liabilities
     Total
shareholders’
equity (deficit)
    Sales      Net income
(loss)
 

LG Display America, Inc.

   (Won) 875,539         1,098,035         (222,496     5,788,697         3,267   

LG Display Japan Co., Ltd.

     175,612         153,762         21,850        1,965,315         1,369   

LG Display Germany GmbH

     781,216         759,743         21,473        3,475,842         3,522   

LG Display Taiwan Co., Ltd.

     879,023         842,467         36,556        2,893,775         2,286   

LG Display Nanjing Co., Ltd.

     646,161         109,681         536,480        569,760         42,328   

LG Display Shanghai Co., Ltd.

     863,155         840,581         22,574        3,428,814         6,379   

LG Display Poland Sp. zo.o.

     276,114         104,506         171,608        117,584         16,822   

LG Display Guangzhou Co., Ltd.

     1,412,071         909,711         502,360        2,736,682         150,105   

LG Display Shenzhen Co., Ltd.

     168,196         157,321         10,875        2,072,182         2,973   

LG Display Singapore Pte. Ltd.

     551,109         546,541         4,568        1,146,402         (2,282

L&T Display Technology (Xiamen) Limited

     106,834         117,739         (10,905     336,436         (31,862

L&T Display Technology (Fujian) Limited

     246,600         217,370         29,230        712,435         7,507   

LG Display Yantai Co., Ltd.

     439,909         384,526         55,383        328,476         6,493   

L&I Electronic Technology (Dongguan) Limited

     8,094         7,918         176        7,350         (4,689

Image&Materials, Inc.

     13,512         10,551         2,961        210         (1,086

LUCOM Display Technology (Kunshan) Limited

     41,934         29,221         12,713        30,035         (4,981

LG Display U.S.A., Inc.(*)

     12,686         —           12,686        —           —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   (Won) 7,497,765         6,289,673         1,208,092        25,609,995         198,151   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(*) The financial information of LG Display U.S.A., Inc. includes the financial information of LG Display Reynosa S.A. de C.V.


1. Reporting Entity, Continued

 

(d) Associates and Jointly Controlled Entities (Equity Method Investees) as of December 31, 2012

 

(In millions of won)                                   

Associates and jointly controlled entities

   Location    Percentage of
ownership
    Fiscal year
end
   Date of
incorporation
   Business      Carrying
amount
 

Suzhou Raken Technology Ltd.

   Suzhou,
China
     51   December 31    October

2008

    
 
 
 
Manufacture
and sell LCD
modules and
LCD TV sets
  
  
  
  
   (Won) 128,751   

Guangzhou New Vision Technology Research and Development Limited

   Guangzhou,
China
     50   December 31    July

2008

    
 
 
 
 
R&D on
design of
LCD modules
and LCD TV
sets
  
  
  
  
  
     3,596   

Global OLED Technology LLC

   Virginia,
U.S.A
     33   December 31    December

2009

    
 
 
Managing and
licensing
OLED patents
  
  
  
     36,164   

Paju Electric Glass Co., Ltd.

   Domestic      40   December 31    January

2005

    
 
 
Manufacture
electric glass
for FPDs
  
  
  
     82,855   

TLI Inc.

   Domestic      12   December 31    October

1998

    
 
 
 
Manufacture
and sell
semiconductor
parts
  
  
  
  
     6,961   

AVACO Co., Ltd.

   Domestic      16   December 31    January

2001

    
 
 
 
Manufacture
and sell
equipment for
FPDs
  
  
  
  
     10,964   

New Optics LTD.

   Domestic      42   December 31    August

2005

    
 
 
 
Manufacture
back light
parts for TFT-
LCDs
  
  
 
  
     25,064   

LIG ADP Co., Ltd.

   Domestic      13   December 31    January

2001

    
 
 
 
Develop and
manufacture
the equipment
for FPDs
  
  
  
  
     1,730   

WooRee E&L Co., Ltd. (formerly, WooRee LED Co., Ltd.)

   Domestic      30   December 31    June

2008

    
 
 
 
Manufacture
LED back
light unit
packages
  
  
  
  
     23,549   

Dynamic Solar Design Co., Ltd.

   Domestic      40   December 31    April

2009

    
 
 
 
 
Develop and
manufacture
equipment for
solar battery
and FPDs
  
  
  
  
  
     69   

LB Gemini New Growth Fund No. 16

   Domestic      31   December 31    December

2009

    
 
 
 
 
 
 
Invest in
small and
middle sized
companies
and benefit
from M&A
opportunities
  
  
  
  
  
  
  
     13,680   

Can Yang Investments Limited

   Hong Kong      9   December 31    January

2010

    
 
 
 
Develop and
manufacture
and sell LED
parts
  
  
  
  
     13,856   


1. Reporting Entity, Continued

 

(In millions of won)                                     

Associates and jointly controlled entities

   Location    Percentage of
ownership
    Fiscal year
end
   Date of
incorporation
     Business      Carrying
amount
 

YAS Co., Ltd.

   Domestic      19   December 31     

 

April

2002

  

  

    
 
 
 
 
Develop and
manufacture
deposition
equipment for
OLEDs
  
  
  
  
  
   (Won) 9,409   

Eralite Optoelectronics (Jiangsu) Co., Ltd.

   Suzhou,
China
     20   December 31     

 

August

2010

  

  

    
 
 
Manufacture
LED
Packages
  
  
  
     3,449   

Narenanotech Corporation

   Domestic      23   December 31     
 
December
1995
  
  
    
 
 
 
Manufacture
and sell FPD
manufacturing
equipment
  
  
  
  
     26,448   

Avatec. Co., Ltd.

   Domestic      17   December 31     

 

August

2000

  

  

    
 
 
Manufacture
and sell glass
for FPDs
  
  
  
     14,685   

Glonix Co., Ltd.

   Domestic      20   December 31     

 

October

2006

  

  

    
 
Manufacture
and sell LCD
  
  
     928   
                

 

 

 
                 (Won) 402,158   
                

 

 

 

 

2. Basis of Presenting Financial Statements

(a) Statement of Compliance

In accordance with the Act on External Audits of Stock Companies, these consolidated financial statements have been prepared in accordance with Korean International Financial Reporting Standards (“K-IFRS”).

The consolidated financial statements were authorized for issuance by the Board of Directors on January 24, 2013.

(b) Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the consolidated statements of financial position:

 

   

derivative financial instruments are measured at fair value,

 

   

financial instruments at fair value through profit or loss are measured at fair value,

 

   

available-for-sale financial assets are measured at fair value,

 

   

liabilities for cash-settled share-based payment arrangements are measured at fair value, and

 

   

liabilities for defined benefit plans are recognized as the present value of defined benefit obligations less the fair value of plan assets

(c) Functional and Presentation Currency

The consolidated financial statements are presented in Korean won, which is the Controlling Company’s functional currency. All amounts in Korean won are in millions unless otherwise stated.


2. Basis of Presenting Financial Statements, Continued

 

(d) Use of Estimates and Judgments

The preparation of the consolidated financial statements in conformity with K-IFRSs 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.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

 

   

Classification of financial instruments (note 3(d))

 

   

Estimated useful lives of property, plant and equipment (note 3.(e))

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next 12 months is included in the following notes:

 

   

Recognition and measurement of provisions (note 3(j) and 20)

 

   

Net realizable value of inventories (note 8)

 

   

Measurement of defined benefit obligations (note 17)

 

   

Deferred tax assets and liabilities (note 29)

(e) Changes in accounting policies

(i) Disclosures of Financial Instruments

The Group has applied the amendments to K-IFRS No. 1107, Financial Instruments: Disclosures, for the year ended December 31, 2012 by prospectively disclosing the nature of transferred assets, their carrying amount, and the description of risks and rewards for each class of transferred financial assets that are derecognized in their entirety. When the Group derecognizes transferred financial assets but still has continuing involvement in the transferred financial assets, the nature of, and risks associated with, the Group’s continuing involvement in derecognized financial assets shall be additionally disclosed.

(ii) Presentation of Operating Profit or Loss in the Consolidated Statement of Comprehensive Income

The Group has adopted the amendment to K-IFRS No. 1001, Presentation of Financial Statements, and has presented operating profit or loss as an amount of revenue less cost of sales and selling and administrative expense including research and development expenses on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2012. Before the adoption of the amendment, the Group presented operating profit or loss as an amount of revenue plus other income less cost of sales, selling and administrative expenses, research and development expenses and other expenses.


2. Basis of Presenting Financial Statements, Continued

 

(e) Changes in accounting policies, Continued

 

The Group has applied the amendment retrospectively, and accordingly restated the comparative consolidated statement of comprehensive loss for the year ended December 31, 2011. The impact upon adoption of the amendment is as follows:

 

(In millions of won)       
     2012     2011  

Operating profit (loss) before adoption of the amendment

   (Won) 574,557        (924,336

Deductions:

    

Rental income

     (7,253     (6,325

Foreign currency gain

     (1,228,847     (1,190,793

Gain on disposal of property, plant and equipment

     (5,925     (740

Reversal of allowance for doubtful accounts for other receivables

     (521     —     

Commission earned

     (3,867     (8,630

Others

     (14,457     (16,588
  

 

 

   

 

 

 
     (1,260,870     (1,223,076
  

 

 

   

 

 

 

Additions:

    

Other bad debt expense

     9        849   

Foreign currency loss

     1,095,280        1,220,143   

Loss on disposal of property, plant and equipment

     3,728        862   

Impairment loss on property, plant and equipment

     —          3,589   

Loss on disposal of intangible assets

     704        1,588   

Impairment loss on intangible assets

     40,012        5,574   

Expenses related to legal proceedings or claims and others

     458,948        151,259   
  

 

 

   

 

 

 
     1,598,681        1,383,864   
  

 

 

   

 

 

 

Operating profit (loss) after adoption of the amendment

   (Won) 912,368        (763,548
  

 

 

   

 

 

 


3. Summary of Significant Accounting Policies

The significant accounting policies followed by the Group in preparation of its consolidated financial statements are as follows:

(a) Consolidation

(i) Subsidiaries

Subsidiaries are those entities controlled by the Controlling Company or its subsidiaries, where control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Each item of profit and loss and other reserves is allocated to the owners of the parent and non-controlling interests. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

(ii) Associates and jointly controlled entities (equity method investees)

Associates are those entities over which the Group has significant influence over the financial and operating policies, but not control. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity.

A jointly controlled entity is an entity that the Group has joint control over and whose activities are established by a contractual arrangement that requires unanimous consent for strategic financial and operating decisions.

Investments in associates and jointly controlled entities are initially recognized at cost and subsequently accounted for using the equity method of accounting. The carrying amount of investments in associates and jointly controlled entities is increased or decreased to recognize the Group’s share of the profits or losses and changes in the Group’s proportionate interest of the investee after the date of acquisition. Distributions received from an investee reduce the carrying amount of the investment. Unrealized gains on transactions between the Group and associates and jointly controlled entities are eliminated to the extent of the Group’s interest in the associates and jointly controlled entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The consolidated financial statements are prepared using uniform accounting policies for like transactions and events in similar circumstances. As of and during the periods presented in the consolidated financial statements, no adjustments were made in applying the equity method.

When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

(iii) Transactions eliminated on consolidation

Intra-group balances and transactions, including income, expenses and unrealized gains or losses, are eliminated in preparing the consolidated financial statements. Intra-group losses are recognized as expense if intra-group losses indicate an impairment that requires recognition in the consolidated financial statements.


3. Summary of Significant Accounting Policies, Continued

 

(b) Foreign Currency Transactions and Translation

Transactions in foreign currencies are translated to the respective functional currencies of the Group at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency at the exchange rate on the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was originally determined. Foreign currency differences arising on retranslation are recognized in profit or loss, except for differences arising on available-for-sale equity instruments and a financial asset and liability designated as a cash flow hedge, which are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the original transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition are recognized in profit or loss in the period in which they arise. Foreign currency differences arising from assets and liabilities in relation to the investing and financing activities including loans, bonds and cash and cash equivalents are recognized in finance income (expense) in the consolidated statement of comprehensive income and foreign currency differences arising from assets and liabilities in relation to activities other than investing and financing activities are recognized in other non-operating income (expense) in the consolidated statement of comprehensive income. Relevant foreign currency differences are presented in gross amounts in the consolidated statement of comprehensive income.

If the presentation currency of the Group is different from a foreign operation’s functional currency, the financial position and financial performance of the foreign operation are translated into the presentation currency using the following methods. The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, including goodwill and fair value adjustments arising on acquisition, are translated to the Group’s functional currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to the Group’s functional currency at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of, in part or in full, the relevant accumulative amount in other comprehensive income is transferred to profit or loss as part of the profit or loss on disposal. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount in other comprehensive income is reclassified to profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of that foreign operation is treated as assets and liabilities of the foreign operation. Thus they are expressed in the functional currency of the foreign operation and translated at the at each reporting date’s exchange rate.


3. Summary of Significant Accounting Policies, Continued

 

(c) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work-in-process, cost includes an appropriate share of production overheads based on the actual capacity of production facilities. However, the normal capacity is used for the allocation of fixed production overheads if the actual level of production is lower than the normal capacity.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated selling expenses. The valuation loss of inventories recognized as cost (cost of sales) amounted to (Won) 135,720 million and (Won) 133,341 million as of December 31, 2012 and 2011, respectively.

(d) Financial Instruments

(i) Non-derivative financial assets

The Group initially recognizes loans and receivables and deposits on the date they are originated. All other non-derivative financial assets, including financial assets at fair value through profit or loss, are recognized in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows of the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability. If a transfer does not result in derecognition because the Group has retained substantially all the risks and rewards of ownership of the transferred asset, the Group continues to recognize the transferred asset and recognizes a financial liability for the consideration received. In subsequent periods, the Group recognizes any income on the transferred assets and any expense incurred on the financial liability.

Financial assets and liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets: loans and receivables and available-for-sale financial assets.

Financial assets at fair value through profit or loss

A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. If a contract contains one or more embedded derivatives, the Group designates the entire hybrid (combined) contract as a financial asset at fair value through profit or loss unless: the embedded derivative(s) does not significantly modify the cash flows that otherwise would be required by the contract; or it is clear with little or no analysis when a similar hybrid (combined) instrument is first considered that separation of the embedded derivative(s) is prohibited. Upon initial recognition, attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.


3. Summary of Significant Accounting Policies, Continued

 

(d) Financial Instruments, Continued

 

(i) Non-derivative financial assets, Continued

 

Cash and cash equivalents

Cash and cash equivalents include all cash balances and short-term highly liquid investments with an original maturity of three months or less that are readily convertible into known amounts of cash. They are stated at face value, which approximates fair value.

Deposits in banks

Deposits in banks are those with maturity of more than three months and less than one year and are held for cash management purposes.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. When loans and receivables are recognized initially, the Group measures them at their fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade accounts and notes receivable and other accounts receivable.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or that are not classified as financial assets at fair value through profit or loss, held-to-maturity financial assets or loans and receivables. The Group’s investments in equity securities and certain debt securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale equity instruments, are recognized in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognized, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and whose derivatives are linked to and must be settled by delivery of such unquoted equity instruments are measured at cost.


3. Summary of Significant Accounting Policies, Continued

 

(d) Financial Instruments, Continued

 

(ii) Non-derivative financial liabilities

The Group initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. The Group classifies liabilities into two categories in accordance with the substance of the contractual arrangement and the definitions of a financial liability: financial liabilities at fair value through profit or loss and other financial liabilities.

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or designated as such upon initial recognition at fair value through profit or loss. After initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Upon initial recognition, transaction costs that are directly attributable to acquisition are recognized in profit or loss as incurred.

Non-derivative financial liabilities other than financial liabilities classified as fair value through profit or loss are classified as other financial liabilities and measured initially at fair value minus transaction costs that are directly attributable to the issue. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. As of December 31, 2012, non-derivative financial liabilities comprise borrowings, bonds and others.

The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired.

(iii) Ordinary share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares are recognized as a deduction from equity, net of tax effects. Capital contributed in excess of par value upon issuance of common stocks is classified as share premium within equity.


3. Summary of Significant Accounting Policies, Continued

 

(d) Financial Instruments, Continued

 

(iv) Derivative financial instruments, including hedge accounting

The Group holds forward exchange contracts, interest rate swaps, currency swaps and other derivative contracts to manage interest rate risk and foreign exchange risk. Derivatives are initially recognized at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss except in the case where the derivatives are designated as cash flow hedges and the hedge is determined to be an effective hedge.

The Group designates derivatives as hedging items to hedge the risk of changes in the fair value of assets, liabilities or firm commitments (a fair value hedge) and foreign currency risk of highly probable forecasted transactions or firm commitments (a cash flow hedge).

On initial designation of the hedge, management formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. Management makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecasted transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

Cash flow hedges

When a derivative is designated as a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in the hedging reserve in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period the hedged cash flows affect profit or loss under the same line item in the consolidated statement of comprehensive income. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

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. The cumulative gain or loss previously recognized in other comprehensive income and presented in the hedging reserve in equity remains there until the forecasted transaction affects profit or loss. When the hedged item is a non-financial asset, the amount recognized in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognized. If the forecasted transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.


3. Summary of Significant Accounting Policies, Continued

 

(d) Financial Instruments, Continued

 

(iv) Derivative financial instruments, including hedge accounting, Continued

 

Embedded derivative

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.

(e) Property, Plant and Equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes an expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying assets.

The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item and recognized in other non-operating income or other non-operating expenses.

(ii) Subsequent costs

Subsequent expenditure on an item of property, plant and equipment is recognized as part of its cost only if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

(iii) Depreciation

Depreciation is recognized in profit or loss on a straight-line basis method, reflecting the pattern in which the asset’s future economic benefits are expected to be consumed by the Group. The residual value of property, plant and equipment is zero. Land is not depreciated.

Estimated useful lives of the assets are as follows:

 

     Useful lives (years)

Buildings and structures

   20, 40

Machinery

   4

Furniture and fixtures

   3~5

Equipment, tools and vehicles

   3~5, 12

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate and any changes are accounted for as changes in accounting estimates. There were no such changes for all periods presented.


3. Summary of Significant Accounting Policies, Continued

 

(f) Borrowing Costs

The Group capitalizes borrowing costs, which includes exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs, directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. To the extent that the Group borrows funds specifically for the purpose of obtaining a qualifying asset, the Group determines the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. The Group immediately recognizes other borrowing costs as an expense.

(g) Government Grants

In case there is reasonable assurance that the Group will comply with the conditions attached to a government grant, the government grant is recognized as follows:

(i) Grants related to the purchase or construction of assets

A government grant related to the purchase or construction of assets is deducted in calculating the carrying amount of the asset. The grant is recognized in profit or loss over the life of a depreciable asset as a reduced depreciation expense.

(ii) Grants for compensating the Group’s expenses incurred

Grants that compensate the Group for expenses incurred are recognized in profit or loss as other income on a systematic basis in the same periods in which the expenses are recognized.

(iii) Other government grants

A government grant that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs is recognized as income of the period in which it becomes receivable.

(h) Intangible Assets

Intangible assets are initially measured at cost. Subsequently, intangible assets are measured at cost less accumulated amortization and accumulated impairment losses.

(i) Goodwill

Goodwill arising from business combinations is recognized as the excess of the acquisition cost of investments in subsidiaries, associates and joint ventures over the Group’s share of the net fair value of the identifiable assets acquired and liabilities assumed. Any deficit is a bargain purchase that is recognized in profit or loss. Goodwill is measured at cost less accumulated impairment losses.


3. Summary of Significant Accounting Policies, Continued

 

(h) Intangible Assets, Continued

 

(ii) Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred.

Development activities involve a plan or design of the production of new or substantially improved products and processes. Development expenditure is capitalized only if the Group can demonstrate all of the following:

 

   

the technical feasibility of completing the intangible asset so that it will be available for use or sale,

 

   

its intention to complete the intangible asset and use or sell it,

 

   

its ability to use or sell the intangible asset,

 

   

how the intangible asset will generate probable future economic benefits. Among other things, the Group can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset,

 

   

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and

 

   

its ability to measure reliably the expenditure attributable to the intangible asset during its development.

The expenditure capitalized includes the cost of materials, direct labor, overhead costs that are directly attributable to preparing the asset for its intended use, and borrowing costs on qualifying assets.

(iii) Other intangible assets

Other intangible assets include intellectual property rights, software, customer relationships, technology, memberships and others.

(iv) Subsequent costs

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific intangible asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.


3. Summary of Significant Accounting Policies, Continued

 

(h) Intangible Assets, Continued

 

(v) Amortization

Amortization is calculated on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The residual value of intangible assets is zero. However, as there are no foreseeable limits to the periods over which condominium and golf club memberships are expected to be available for use, these intangible assets are regarded as having indefinite useful lives and not amortized.

 

     Estimated useful lives (years)

Intellectual property rights

   5, 10

Rights to use electricity, water and gas supply facilities

   10

Software

   4

Customer relationships

   7

Technology

   10

Development costs

   (*)

Condominium and golf club memberships

   Not amortized

 

(*) Capitalized development costs are amortized over the useful life considering the life cycle of the developed products. Amortization of capitalized development costs is recognized in research and development expenses in the consolidated statement of comprehensive income.

Amortization periods and the amortization methods for intangible assets with finite useful lives are reviewed at each financial year-end. The useful lives of intangible assets that are not being amortized are reviewed each period to determine whether events and circumstances continue to support indefinite useful life assessments for those assets. If appropriate, the changes are accounted for as changes in accounting estimates.

(i) Impairment

(i) Financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency in interest or principal payments by an issuer or a debtor, for economic reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the Group would not otherwise consider, or the disappearance of an active market for that financial asset. In addition, for an investment in an equity security, objective evidence of impairment includes significant financial difficulty of the issuer and a significant or prolonged decline in its fair value below its cost.


3. Summary of Significant Accounting Policies, Continued

 

(i) Impairment, Continued

 

(i) Financial assets, continued

 

Management considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually significant loans and receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans and receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics.

In assessing collective impairment the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

If there is objective evidence that an impairment loss has been incurred on financial assets carried at amortized cost or cost, the amount of the impairment loss is measured as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Impairment losses are recognized in profit or loss and reflected in an allowance account against loans and receivables.

The amount of the impairment loss on financial assets including equity securities carried at cost is measured as the difference between the carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed.

When a decline in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income the amount of the cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss.

In a subsequent period, for the financial assets recorded at fair value, if the fair value increases and the increase can be objectively related to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed. The amount of the reversal in financial assets carried at amortized cost and a debt instrument classified as available for sale is recognized in profit or loss. However, impairment loss recognized for an investment in an equity instrument classified as available-for-sale is reversed through other comprehensive income.


3. Summary of Significant Accounting Policies, Continued

 

(i) Impairment, Continued

 

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than assets arising from employee benefits, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, the recoverable amount is estimated each year at the same time.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”). The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs to sell is based on the best information available to reflect the amount that the Group could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal.

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Goodwill acquired in a business combination is allocated to CGUs that are expected to benefit from the synergies of the combination. Impairment losses recognized in respect of a CGU are allocated first to reduce the carrying amount of any goodwill allocated to the unit, and then to reduce the carrying amounts of the other assets in the unit on a pro rata basis.

In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss in respect of goodwill is not reversed.


3. Summary of Significant Accounting Policies, Continued

 

(j) Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

The risks and uncertainties that inevitably surround events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows. The unwinding of the discount is recognized as finance cost

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

The Group recognizes a liability for warranty obligations based on the estimated costs expected to be incurred under its basic limited warranty. This warranty covers defective products and is normally applicable for eighteen months from the date of purchase. These liabilities are accrued when product revenues are recognized. Warranty costs primarily include raw materials and labor costs. Factors that affect the Group’s warranty liability include historical and anticipated rates of warranty claims on those repairs and cost per claim to satisfy the Group’s warranty obligation. As these factors are impacted by actual experience and future expectations, management periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Accrued warranty obligations are included in the current and non-current provisions.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

(k) Employee Benefits

(i) Short-term employee benefits

Short-term employee benefits that are due to be settled within twelve months after the end of the period in which the employees render the related service are recognized in profit or loss on an undiscounted basis. The expected cost of profit-sharing and bonus plans are recognized when the Group has a present legal or constructive obligation to make payments as a result of past events and a reliable estimate of the obligation can be made.

(ii) Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods.


3. Summary of Significant Accounting Policies, Continued

 

(k) Employee Benefits, Continued

 

(iii) Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

(iv) Defined benefit plan

A defined benefit plan is a post-employment benefit plan other than defined contribution plans. The Group’s net obligation in respect of its defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted.

The calculation is performed annually by an independent actuary using the projected unit credit method. The discount rate is the yield at the reporting date on high quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The Group recognizes all actuarial gains and losses arising from defined benefit plans in retained earnings immediately.

In measuring the defined benefit liability, the Group recognizes past service cost immediately when the benefits are vested immediately following the introduction of a defined benefit plan.

(v) Share-based payment transactions

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period that the employees unconditionally become entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognized as personnel expense in profit or loss.

(l) Revenue

Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of estimated returns, earned trade discounts, volume rebates and other cash incentives paid to customers. Revenue is recognized when persuasive evidence exists that the significant risks and rewards of ownership have been transferred to the buyer, generally on delivery and acceptance at the customers’ premises, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue when the sales are recognized. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the consolidated statements of comprehensive income.


3. Summary of Significant Accounting Policies, Continued

 

(m) Operating Segments

An operating segment is a component of the Group that: 1) engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with other components of the group, 2) whose operating results are reviewed regularly by the Group’s chief operating decision maker (“CODM”) in order to allocate resources and assess its performance, and 3) for which discrete financial information is available. Management has determined that the CODM of the Group is the Board of Directors. The CODM does not receive and therefore does not review discrete financial information for any component of the Group. Consequently, no operating segment information is included in these consolidated financial statements. Entity wide disclosures of geographic and product revenue information are provided in note 23 to these consolidated financial statements.

(n) Finance Income and Finance Costs

Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognized in profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Dividend income is recognized in profit or loss on the date that the Group’s right to receive payment is established.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognized on financial assets, and losses on hedging instruments that are recognized in profit or loss. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.

(o) Income Tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

(i) Current tax

Current tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years. The taxable profit is different from the accounting profit for the period since the taxable profit is calculated excluding the temporary differences, which will be taxable or deductible in determining taxable profit (tax loss) of future periods, and non-taxable or non-deductible items from the accounting profit.


3. Summary of Significant Accounting Policies, Continued

 

(o) Income Tax, Continued

 

(ii) Deferred tax

Deferred tax is recognized, using the liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. However, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.

The Group recognizes a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that the differences relating to investments in subsidiaries, associates and jointly controlled entities will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

The Group offsets deferred tax assets and deferred tax liabilities if, and only if the Group has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously.

 

  (p) Earnings (Loss) Per Share

The Group presents basic and diluted earnings (loss) per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Controlling Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares, which comprise convertible bonds.

 

  (q) New Standards and Interpretations Not Yet Adopted

The following accounting standards, interpretations and amendments are issued and will be effective for annual periods beginning on or after January 1, 2013 and have not been adopted early in preparing these consolidated financial statements.


3. Summary of Significant Accounting Policies, Continued

 

(q) New Standards and Interpretations Not Yet Adopted, Continued

 

(i) K-IFRS No. 1110, Consolidated Financial Statements

The standard introduces a single control model to determine whether an investee should be consolidated. The standard is effective for annual periods beginning on or after January 1, 2013.

(ii) K-IFRS No. 1111, Joint Arrangements

The standard classifies joint arrangements into two types: joint operations and joint ventures. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets and obligations for the liabilities relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint venturers) have rights to the net assets of the arrangement. The standard requires a joint operator to recognize and measure the assets and liabilities (and recognize the related revenues and expenses) in relation to its interest in the arrangement in accordance with relevant K-IFRSs applicable to the particular assets, liabilities, revenues and expenses. The standard requires a joint venturer to recognize an investment and to account for that investment using the equity method. The standard is effective for annual periods beginning on or after January 1, 2013.

(iii) K-IFRS No. 1112, Disclosure of Interests in Other Entities

The standard brings together into a single standard all the disclosure requirements about an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The standard requires an entity to disclose information that enables users of financial statements to evaluate the nature of and risks associated with its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. The standards are effective for annual periods beginning on or after January 1, 2013.

(iv) Amendments to K-IFRS No. 1019, Employee Benefits

The revised standard requires an entity to calculate the expected return on plan assets based on the discount rate that is used to measure the present value of defined benefit obligation. The effective date for the amendments is annual periods beginning on or after January 1, 2013.

(v) K-IFRS No. 1113, Fair value measurement

The standard defines fair value and sets out a framework for measuring fair value and the required disclosures about fair value measurements. This standard is effective for annual periods beginning on or after January 1, 2013.

(vi) Amendments to K-IFRS No. 1001, Presentation of Financial Statements

The amendments require presentation of other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss subsequently. The amendments are effective for annual periods beginning on or after July 1, 2012.

Management is in the process of evaluating the impact, if any, of applying these standards on its financial position and results of operations.

Please refer to the detailed footnotes in the audit report, which will be on electronic disclosure system (http://dart.dss.or.kr) on February 28th


  (3) Separate Financial Statements

a. Separate Statements of Financial Position

LG DISPLAY CO., LTD.

Separate Statements of Financial Position

As of December 31, 2012 and 2011

 

(In millions of won)    December 31,
2012
    December 31,
2011
 

Assets

    

Cash and cash equivalents

     1,400,566       604,890  

Deposits in banks

     315,000       815,000  

Trade accounts and notes receivable, net

     4,548,459       3,789,332  

Other accounts receivable, net

     101,337       102,097  

Other current financial assets

     2,976       2,976  

Inventories

     1,947,945       1,912,710  

Prepaid income tax

     3,699       8,171  

Other current assets

     112,271       91,588  
  

 

 

   

 

 

 

Total current assets

     8,432,253       7,326,764  

Investments

     1,468,778       1,386,313  

Other non-current financial assets

     80,318       75,080  

Deferred tax assets

     1,186,704       1,329,905  

Property, plant and equipment, net

     12,004,435       13,522,553  

Intangible assets, net

     488,663       479,510  

Other non-current assets

     140,437       153,839  
  

 

 

   

 

 

 

Total non-current assets

     15,369,335       16,947,200  
  

 

 

   

 

 

 

Total assets

     23,801,588       24,273,964  
  

 

 

   

 

 

 

Liabilities

    

Trade accounts and notes payable

     4,386,383       3,752,724  

Current financial liabilities

     971,577       808,576  

Other accounts payable

     2,618,171       3,690,913  

Accrued expenses

     418,047       342,973  

Provisions

     249,755       278,179  

Advances received

     462,614       593,436  

Other current liabilities

     26,396       18,532  
  

 

 

   

 

 

 

Total current liabilities

     9,132,943       9,485,333  

Non-current financial liabilities

     3,440,585       3,714,001  

Non-current provisions

     6,515       5,419  

Employee benefits

     180,302       146,266  

Long-term advances received

     1,049,678       668,914  

Other non-current liabilities

     330,445       567,114  
  

 

 

   

 

 

 

Total non-current liabilities

     5,007,525       5,101,714  
  

 

 

   

 

 

 

Total liabilities

     14,140,468       14,587,047  
  

 

 

   

 

 

 

Equity

    

Share capital

     1,789,079       1,789,079  

Share premium

     2,251,113       2,251,113  

Reserves

     (893 )     (3,944 )

Retained earnings

     5,621,821       5,650,669  
  

 

 

   

 

 

 

Total equity

     9,661,120       9,686,917  
  

 

 

   

 

 

 

Total liabilities and equity

     23,801,588       24,273,964  
  

 

 

   

 

 

 

See accompanying notes to the separate financial statements.


b. Separate Statements of Comprehensive Income (Loss)

LG DISPLAY CO., LTD.

Separate Statements of Comprehensive Income (Loss)

For the years ended December 31, 2012 and 2011

 

(In millions of won, except earnings per share)    2012     2011  

Revenue

     28,672,355       23,471,309  

Cost of sales

     (26,325,386 )     (22,982,517 )
  

 

 

   

 

 

 

Gross profit

     2,346,969       488,792  

Selling expenses

     (551,659 )     (400,531 )

Administrative expenses

     (395,159 )     (332,252 )

Research and development expenses

     (773,673 )     (807,051 )
  

 

 

   

 

 

 

Operating profit (loss)

     626,478       (1,051,042 )
  

 

 

   

 

 

 

Finance income

     194,290       173,106  

Finance costs

     (310,071 )     (248,381 )

Other non-operating income

     955,752       858,468  

Other non-operating expenses

     (1,274,272 )     (1,074,126 )
  

 

 

   

 

 

 

Profit (loss) before income tax

     192,177       (1,341,975 )

Income tax expense (benefit)

     163,628       (350,943 )
  

 

 

   

 

 

 

Profit (loss) for the year

     28,549       (991,032 )
  

 

 

   

 

 

 

Other comprehensive income (loss)

    

Net change in fair value of available-for-sale financial assets

     4,025       4,790  

Defined benefit plan actuarial loss

     (75,722 )     (23,728 )

Income tax benefit on other comprehensive income items

     17,351       5,120  
  

 

 

   

 

 

 

Other comprehensive loss for the year, net of income tax

     (54,346 )     (13,818 )
  

 

 

   

 

 

 

Total comprehensive loss for the year

     (25,797 )     (1,004,850 )
  

 

 

   

 

 

 

Earning (loss) per share

    

Basic earnings (loss) per share

     80       (2,770 )
  

 

 

   

 

 

 

Diluted earnings (loss) per share

     80       (2,770 )
  

 

 

   

 

 

 

See accompanying notes to the separate financial statements.


c. Separate Statements of Changes in Equity

LG DISPLAY CO., LTD.

Separate Statements of Changes in Equity

For the years ended December 31, 2012 and 2011

 

(In millions of won)    Share
capital
     Share
premium
     Fair value
reserve
    Retained
earnings
    Total
equity
 

Balances at January 1, 2011

     1,789,079        2,251,113        (7,795 )     6,838,278       10,870,675  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total comprehensive loss for the year

            

Loss for the year

     —          —          —         (991,032 )     (991,032 )

Other comprehensive income (loss)

            

Net change in fair value of available-for-sale financial assets, net of tax

     —          —          3,851       —         3,851  

Defined benefit plan actuarial loss, net of tax

     —          —          —         (17,669 )     (17,669 )
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

     —          —          3,851       (17,669 )     (13,818 )
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) for the year

     —          —          3,851       (1,008,701 )     (1,004,850 )
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Transaction with owners, recorded directly in equity

            

Dividends to equity holders

     —          —          —         (178,908 )     (178,908 )
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balances at December 31, 2011

     1,789,079        2,251,113        (3,944 )     5,650,669       9,686,917  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balances at January 1, 2012

     1,789,079        2,251,113        (3,944 )     5,650,669       9,686,917  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total comprehensive profit for the year

            

Profit for the year

     —          —          —         28,549       28,549  

Other comprehensive income (loss)

            

Net change in fair value of available-for-sale financial assets, net of tax

     —          —          3,051       —         3,051  

Defined benefit plan actuarial loss, net of tax

     —          —          —         (57,397 )     (57,397 )
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

     —          —          3,051       (57,397 )     (54,346 )
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) for the year

           3,051       (28,848 )     (25,797 )
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Transaction with owners, recorded directly in equity

            

Dividends to equity holders

     —          —          —         —         —    
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balances at December 31, 2012

     1,789,079        2,251,113        (893 )     5,621,821       9,661,120  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to the separate financial statements.


d. Separate Statements of Cash Flows

LG DISPLAY CO., LTD.

Separate Statements of Cash Flows

For the years ended December 31, 2012 and 2011

 

(In millions of won)    2012     2011  

Cash flows from operating activities:

    

Profit (loss) for the year

     28,549       (991,032 )

Adjustments for:

    

Income tax expense (benefit)

     163,628       (350,943 )

Depreciation

     3,946,844       3,150,862  

Amortization of intangible assets

     265,939       230,119  

Gain on foreign currency translation

     (218,149 )     (52,612 )

Loss on foreign currency translation

     58,608       99,680  

Retirement allowance

     138,230       113,668  

Reversal of stock compensation expense

     (3 )     (469 )

Gain on disposal of property, plant and equipment

     (5,886 )     (642 )

Loss on disposal of property, plant and equipment

     1,391       96  

Loss on disposal of intangible assets

     —         1,588  

Impairment loss on intangible assets

     3,393       4,535  

Finance income

     (178,267 )     (97,671 )

Finance costs

     244,368       219,511  

Other non-operating income

     (10,766 )     (24,558 )

Other non-operating expenses

     560,513       207,535  
  

 

 

   

 

 

 
     4,969,843       3,500,699  

Change in trade accounts and notes receivable

     (1,615,787 )     126,849  

Change in other accounts receivable

     (7,360 )     9,114  

Change in other current assets

     6,642       90,349  

Change in inventories

     (35,235 )     (152,745 )

Change in other non-current assets

     (49,442 )     (39,524 )

Change in trade accounts and notes payable

     703,130       739,969  

Change in other accounts payable

     (101,262 )     104,642  

Change in accrued expenses

     104,290       (86,631 )

Change in other current liabilities

     358,952       (40,671 )

Change in long-term advance received

     789,670       281,975  

Change in other non-current liabilities

     —         18,161  

Change in provisions

     (390,973 )     (208,391 )

Change in defined benefit obligation

     (179,916 )     (69,535 )
  

 

 

   

 

 

 
     (417,291 )     773,562  

Cash generated from operating activities

     4,581,101       3,283,229  

Income taxes paid

     1,395       (106,735 )

Interest received

     28,095       62,704  

Interest paid

     (190,205 )     (135,480 )
  

 

 

   

 

 

 

Net cash from operating activities

     4,420,386       3,103,718  
  

 

 

   

 

 

 

See accompanying notes to the separate financial statements.


LG DISPLAY CO., LTD.

Separate Statements of Cash Flows, Continued

For the years ended December 31, 2012 and 2011

 

(In millions of won)    2012     2011  

Cash flows from investing activities:

    

Dividends received

     55,800       42,620  

Proceeds from withdrawal of deposits in banks

     913,500       2,401,500  

Increase in deposits in banks

     (413,500 )     (1,713,500 )

Proceeds from collection of short-term loans

     —         67,195  

Acquisition of investments

     (225,396 )     (214,114 )

Proceeds from disposal of investments

     3,571       2,045  

Acquisition of property, plant and equipment

     (3,701,307 )     (3,790,353 )

Proceeds from disposal of property, plant and equipment

     24,725       857  

Acquisition of intangible assets

     (281,213 )     (207,961 )

Grant received

     3,962       1,605  

Receipt from (payment for) settlement of derivatives

     742       23,784  

Acquisition of other non-current financial assets

     (55,276 )     (58,526 )

Proceeds from disposal of other non-current financial assets

     60,571       167,059  
  

 

 

   

 

 

 

Net cash used in investing activities

     (3,613,821 )     (3,277,789 )
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from short-term borrowings

     3,267,046       1,024,026  

Repayment of short-term borrowings

     (3,267,046 )     (2,116,604 )

Issuance of debentures

     298,783       1,145,209  

Proceeds from long-term borrowings

     494,000       941,921  

Repayment of current portion of long-term debt

     (803,672 )     (926,467 )

Payment of cash dividend

     —         (178,908 )
  

 

 

   

 

 

 

Net cash used in financing activities

     (10,889 )     (110,823 )
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     795,676       (284,894 )

Cash and cash equivalents at 1 January

     604,890       889,784  
  

 

 

   

 

 

 

Cash and cash equivalents at 31 December

     1,400,566       604,890  
  

 

 

   

 

 

 

See accompanying notes to the separate financial statements.


e. Notes to the Separate Financial Statements

 

1. Organization and Description of Business

LG Display Co., Ltd. (the “Company”) was incorporated in February 1985 under its original name of LG Soft, Ltd. as a wholly owned subsidiary of LG Electronics Inc. In 1998, LG Electronics Inc. and LG Semicon Co., Ltd. transferred their respective Thin Film Transistor-Liquid Crystal Display (“TFT-LCD”) related business to the Company. The main business of the Company is to manufacture and sell TFT-LCD panels. The Company is a stock company (“Jusikhoesa”) domiciled in the Republic of Korea with its address at 128, Yeouidae-ro, Yeongdeungpo-gu, Seoul, the Republic of Korea. In July 1999, LG Electronics Inc. and Koninklijke Philips Electronics N.V. (“Philips”) entered into a joint venture agreement. Pursuant to the agreement, the Company changed its name to LG.Philips LCD Co., Ltd. However, on February 29, 2008, the Company changed its name to LG Display Co., Ltd. based upon the approval of shareholders at the general shareholders’ meeting on the same date as a result of the decrease in Philips’s share interest in the Company and the possibility of its business expansion to Organic Light-Emitting Diode (“OLED”) and Flexible Display products. As of December 31, 2012, LG Electronics Inc. owns 37.9% (135,625,000 shares) of the Company’s common shares.

As of December 31, 2012, the Company has TFT-LCD manufacturing plants, an OLED manufacturing plant and an LCD Research & Development Center in Paju and TFT-LCD manufacturing plants in Gumi. The Company has overseas subsidiaries located in North America, Europe and Asia.

The Company’s common stock is listed on the Korea Exchange under the identifying code 034220. As of December 31, 2012, there are 357,815,700 shares of common stock outstanding. The Company’s common stock is also listed on the New York Stock Exchange in the form of American Depository Shares (“ADSs”) under the symbol “LPL.” One ADS represents one-half of one share of common stock. As of December 31, 2012, there are 21,853,986 ADSs outstanding.

 

2. Basis of Presenting Financial Statements

(a) Statement of Compliance

In accordance with the Act on External Audits of Stock Companies, these separate financial statements have been prepared in accordance with Korean International Financial Reporting Standards (“K-IFRS”).

These financial statements are separate financial statements prepared in accordance with K-IFRS No.1027 Consolidated and Separate Financial Statements presented by a parent, an investor in an associate or a venture in a jointly controlled entity, in which the investments are accounted for on the basis of the direct equity interest rather than on the basis of the reported results and net assets of the investees.

The separate financial statements were authorized for issuance by the Board of Directors on January 24, 2013.


2. Basis of Presenting Financial Statements, Continued

 

(b) Basis of Measurement

The separate financial statements have been prepared on the historical cost basis except for the following material items in the separate statements of financial position:

 

   

derivative financial instruments are measured at fair value

 

   

financial instruments at fair value through profit or loss are measured at fair value

 

   

available-for-sale financial assets are measured at fair value

 

   

liabilities for cash-settled share-based payment arrangements are measured at fair value and

 

   

liabilities for defined benefit plans are recognized as the present value of defined benefit obligations less the fair value of plan assets

(c) Functional and Presentation Currency

The separate financial statements are presented in Korean won, which is the Company’s functional currency. All amounts in Korean won are in millions unless otherwise stated.

(d) Use of Estimates and Judgments

The preparation of the separate financial statements in conformity with K-IFRSs 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.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the separate financial statements is included in the following notes:

 

   

Classification of financial instruments (note 3.(c))

 

   

Estimated useful lives of property, plant and equipment (note 3.(d))

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next 12 months is included in the following notes:

 

   

Recognition and measurement of provisions (note 3.(i) and 20)

 

   

Net realizable value of inventories (note 8)

 

   

Measurement of defined benefit obligations (note 17)

 

   

Deferred tax assets and liabilities (note 29)


2. Basis of Presenting Financial Statements, Continued

 

(e) Changes in accounting policies

(i) Disclosures of Financial Instruments

The Company has applied the amendments to K-IFRS No. 1107, Financial Instruments: Disclosures, for the year ended December 31, 2012 by prospectively disclosing the nature of transferred assets, their carrying amount, and the description of risks and rewards for each class of transferred financial assets that are derecognized in their entirety. When the Company derecognizes transferred financial assets but still has continuing involvement in the transferred financial assets, the nature of, and risks associated with, the Company’s continuing involvement in derecognized financial assets shall be additionally disclosed.

(ii) Presentation of Operating Profit or Loss in the Separate Statement of Comprehensive Income

The Company has adopted the amendment to K-IFRS No. 1001, Presentation of Financial Statements, and has presented operating profit or loss as an amount of revenue less cost of sales and selling and administrative expense including research and development expenses on the separate statement of comprehensive income (loss) for the year ended December 31, 2012. Before the adoption of the amendment, the Company presented operating profit or loss as an amount of revenue plus other income less cost of sales, selling and administrative expenses, research and development expenses and other expenses.


2. Basis of Presenting Financial Statements, Continued

 

(e) Changes in accounting policies, Continued

 

The Company has applied the amendment retrospectively, and accordingly restated the comparative separate statement of comprehensive loss for the year ended December 31, 2011. The impact upon adoption of the amendment is as follows:

 

(In millions of won)             
     2012     2011  

Operating profit (loss) before adoption of the amendment

   (Won) 322,761        (1,251,083

Deductions:

    

Rental income

     (4,419     (4,032

Foreign currency gain

     (933,035     (839,497

Gain on disposal of property, plant and equipment

     (5,886     (642

Reversal of allowance for doubtful accounts for other receivables

     —          (170

Commission earned

     (3,867     (8,587

Others

     (8,048     (5,273
  

 

 

   

 

 

 
   (Won) (955,255     (858,201
  

 

 

   

 

 

 

Additions:

    

Other bad debt expense

     88        —     

Foreign currency loss

     795,897        902,401   

Loss on disposal of property, plant and equipment

     1,391        96   

Loss on disposal of intangible assets

     —          1,588   

Impairment loss on intangible assets

     3,393        4,535   

Expenses related to legal proceedings or claims and others

     458,203        149,622   
  

 

 

   

 

 

 
   (Won) 1,258,972        1,058,242   
  

 

 

   

 

 

 

Operating profit (loss) after adoption of the amendment

   (Won) 626,478        (1,051,042
  

 

 

   

 

 

 


3. Summary of Significant Accounting Policies

The significant accounting policies followed by the Company in preparation of its separate financial statements are as follows:

(a) Foreign Currency Transactions and Translation

Transactions in foreign currencies are translated to the respective functional currencies of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency at the exchange rate on the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was originally determined. Foreign currency differences arising on retranslation are recognized in profit or loss, except for differences arising on available-for-sale equity instruments and a financial asset and liability designated as a cash flow hedge, which are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the original transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition are recognized in profit or loss in the period in which they arise. Foreign currency differences arising from assets and liabilities in relation to the investing and financing activities including loans, bonds and cash and cash equivalents are recognized in finance income (expense) in the separate statement of comprehensive income and foreign currency differences arising from assets and liabilities in relation to activities other than investing and financing activities are recognized in other non-operating income (expense) in the separate statement of comprehensive income. Relevant foreign currency differences are presented in gross amounts in the separate statement of comprehensive income.

(b) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work-in-process, cost includes an appropriate share of production overheads based on the actual capacity of production facilities. However, the normal capacity is used for the allocation of fixed production overheads if the actual level of production is lower than the normal capacity.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated selling expenses. The valuation loss of inventories recognized as cost (cost of sales) amounted to (Won) 118,903 million and (Won) 114,796 million as of December 31, 2012 and 2011, respectively.

(c) Financial Instruments

(i) Non-derivative financial assets

The Company initially recognizes loans and receivables and deposits on the date they are originated. All other non-derivative financial assets, including financial assets at fair value through profit or loss, are recognized in the separate statement of financial position when the Company becomes a party to the contractual provisions of the instrument.


3. Summary of Significant Accounting Policies, Continued

 

(c) Financial Instruments, Continued

 

(i) Non-derivative financial assets, Continued

 

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows of the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability. If a transfer does not result in derecognition because the Company has retained substantially all the risks and rewards of ownership of the transferred asset, the Company continues to recognize the transferred asset and recognizes a financial liability for the consideration received. In subsequent periods, the Company recognizes any income on the transferred assets and any expense incurred on the financial liability.

Financial assets and liabilities are offset and the net amount presented in the separate statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

The Company has the following non-derivative financial assets: loans and receivables and available-for-sales financial assets.

Financial assets at fair value through profit or loss

A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. If a contract contains one or more embedded derivatives, the Company designates the entire hybrid (combined) contract as a financial asset at fair value through profit or loss unless: the embedded derivative(s) does not significantly modify the cash flows that otherwise would be required by the contract; or it is clear with little or no analysis when a similar hybrid (combined) instrument is first considered that separation of the embedded derivative(s) is prohibited. Upon initial recognition, attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and short-term highly liquid investments with an original maturity of three months or less that are readily convertible into known amounts of cash. They are stated at face value, which approximates fair value.

Deposits in banks

Deposits in banks are those with maturity of more than three months and less than one year and are held for cash management purposes.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. When loans and receivables are recognized initially, the Company measures them at their fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade accounts and notes receivable and other accounts receivable.


3. Summary of Significant Accounting Policies, Continued

 

(c) Financial Instruments, Continued

 

(i) Non-derivative financial assets, Continued

 

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or that are not classified as financial assets at fair value through profit or loss, held-to-maturity financial assets or loans and receivables. The Company’s investments in equity securities and certain debt securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale equity instruments, are recognized in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognized, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and whose derivatives are linked to and must be settled by delivery of such unquoted equity instruments are measured at cost.

(ii) Non-derivative financial liabilities

The Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. The Company classifies liabilities into two categories in accordance with the substance of the contractual arrangement and the definitions of a financial liability: financial liabilities at fair value through profit or loss and other financial liabilities.

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or designated as such upon initial recognition at fair value through profit or loss. After initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Upon initial recognition, transaction costs that are directly attributable to acquisition are recognized in profit or loss as incurred.

Non-derivative financial liabilities other than financial liabilities classified as fair value through profit or loss are classified as other financial liabilities and measured initially at fair value minus transaction costs that are directly attributable to the issue. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. As of December 31, 2012, non-derivative financial liabilities comprise borrowings, bonds and others.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired.

(iii) Ordinary share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares are recognized as a deduction from equity, net of tax effects. Capital contributed in excess of par value upon issuance of common stocks is classified as share premium within equity.


3. Summary of Significant Accounting Policies, Continued

 

(c) Financial Instruments, Continued

 

(iv) Derivative financial instruments, including hedge accounting

The Company holds forward exchange contracts, interest rate swaps, currency swaps and other derivative contracts to manage interest rate risk and foreign exchange risk. Derivatives are initially recognized at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss except in the case where the derivatives are designated as cash flow hedges and the hedge is determined to be an effective hedge.

The Company designates derivatives as hedging items to hedge the risk of changes in the fair value of assets, liabilities or firm commitments (a fair value hedge) and foreign currency risk of highly probable forecasted transactions or firm commitments (a cash flow hedge).

On initial designation of the hedge, the Company’s management formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company’s management makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecasted transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.

Cash flow hedges

When a derivative is designated as a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in the hedging reserve in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period the hedged cash flows affect profit or loss under the same line item in the separate statement of comprehensive income. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

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. The cumulative gain or loss previously recognized in other comprehensive income and presented in the hedging reserve in equity remains there until the forecasted transaction affects profit or loss. When the hedged item is a non-financial asset, the amount recognized in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognized. If the forecasted transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.


3. Summary of Significant Accounting Policies, Continued

 

(c) Financial Instruments, Continued

 

(iv) Derivative financial instruments, including hedge accounting, Continued

 

Embedded derivative

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.

(d) Property, Plant and Equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes an expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying assets.

The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item and recognized in other non-operating income or other non-operating expenses.

(ii) Subsequent costs

Subsequent expenditure on an item of property, plant and equipment is recognized as part of its cost only if it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

(iii) Depreciation

Depreciation is recognized in profit or loss on a straight-line basis method, reflecting the pattern in which the asset’s future economic benefits are expected to be consumed by the Company. The residual value of property, plant and equipment is zero. Land is not depreciated.

Estimated useful lives of the assets are as follows:

 

     Useful lives
(years)
 

Buildings and structures

     20, 40   

Machinery

     4   

Furniture and fixtures

     4   

Equipment, tools and vehicles

     4, 12   

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. The changes are accounted for as changes in accounting estimates. There were no such changes for all periods presented.


3. Summary of Significant Accounting Policies, Continued

 

(e) Borrowing Costs

The Company capitalizes borrowing costs, which includes exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs, directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. To the extent that the Company borrows funds specifically for the purpose of obtaining a qualifying asset, the Company determines the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. The Company immediately recognizes other borrowing costs as an expense.

(f) Government Grants

In case there is reasonable assurance that the Company will comply with the conditions attached to a government grant, the government grant is recognized as follows:

(i) Grants related to the purchase or construction of assets

A government grant related to the purchase or construction of assets is deducted in calculating the carrying amount of the asset. The grant is recognized in profit or loss over the life of a depreciable asset as a reduced depreciation expense.

(ii) Grants for compensating the Company’s expenses incurred

Grants that compensate the Company for expenses incurred are recognized in profit or loss as other income on a systematic basis in the same periods in which the expenses are recognized.

(iii) Other government grants

A government grant that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs is recognized as income of the period in which it becomes receivable.

(g) Intangible Assets

Intangible assets are initially measured at cost. Subsequently, intangible assets are measured at cost less accumulated amortization and accumulated impairment losses.

(i) Goodwill

Goodwill arising from business combinations is recognized as the excess of the acquisition cost of investments in subsidiaries, associates and joint ventures over the Company’s share of the net fair value of the identifiable assets acquired and liabilities assumed. Any deficit is a bargain purchase that is recognized in profit or loss. Goodwill is measured at cost less accumulated impairment losses.


3. Summary of Significant Accounting Policies, Continued

 

(g) Intangible Assets, Continued

 

(ii) Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred.

Development activities involve a plan or design of the production of new or substantially improved products and processes. Development expenditure is capitalized only if the Company can demonstrate all of the following:

 

   

the technical feasibility of completing the intangible asset so that it will be available for use or sale,

 

   

its intention to complete the intangible asset and use or sell it,

 

   

its ability to use or sell the intangible asset,

 

   

how the intangible asset will generate probable future economic benefits. Among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset,

 

   

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and

 

   

its ability to measure reliably the expenditure attributable to the intangible asset during its development.

The expenditure capitalized includes the cost of materials, direct labor, overhead costs that are directly attributable to preparing the asset for its intended use, and borrowing costs on qualifying assets.

(iii) Other intangible assets

Other intangible assets include intellectual property rights, software, customer relationships, technology, memberships and others.

(iv) Subsequent costs

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific intangible asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.


3. Summary of Significant Accounting Policies, Continued

 

(g) Intangible Assets, Continued

 

(v) Amortization

Amortization is calculated on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The residual value of intangible assets is zero. However, as there are no foreseeable limits to the periods over which condominium and golf club memberships are expected to be available for use, these intangible assets are regarded as having indefinite useful lives and not amortized.

 

     Estimated useful
lives (years)
 

Intellectual property rights

     5, 10   

Rights to use electricity, water and gas supply facilities

     10   

Software

     4   

Customer relationships

     7   

Technology

     10   

Development costs

       (*) 

Condominium and golf club memberships

     Not amortized   

 

(*) Capitalized development costs are amortized over the useful life considering the life cycle of the developed products. Amortization of capitalized development costs is recognized in research and development expenses in the separate statement of comprehensive income.

Amortization periods and the amortization methods for intangible assets with finite useful lives are reviewed at each financial year-end. The useful lives of intangible assets that are not being amortized are reviewed each period to determine whether events and circumstances continue to support indefinite useful life assessments for those assets. If appropriate, the changes are accounted for as changes in accounting estimates.

(h) Impairment

(i) Financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency in interest or principal payments by an issuer or a debtor, for economic reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the Company would not otherwise consider, or the disappearance of an active market for that financial asset. In addition, for an investment in an equity security, objective evidence of impairment includes significant financial difficulty of the issuer and a significant or prolonged decline in its fair value below its cost.


3. Summary of Significant Accounting Policies, Continued

 

(h) Impairment, Continued

 

(i) Financial assets, Continued

 

The Company’s management considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually significant loans and receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans and receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics.

In assessing collective impairment the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

If there is objective evidence that an impairment loss has been incurred on financial assets carried at amortized cost or cost, the amount of the impairment loss is measured as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Impairment losses are recognized in profit or loss and reflected in an allowance account against loans and receivables.

The amount of the impairment loss on financial assets including equity securities carried at cost is measured as the difference between the carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed.

When a decline in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income, the amount of the cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss.

In a subsequent period, for the financial assets recorded at fair value, if the fair value increases and the increase can be objectively related to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed. The amount of the reversal in financial assets carried at amortized cost and a debt instrument classified as available for sale is recognized in profit or loss. However, impairment loss recognized for an investment in an equity instrument classified as available-for-sale is reversed through other comprehensive income.


3. Summary of Significant Accounting Policies, Continued

 

(h) Impairment, Continued

 

(ii) Non-financial assets

The carrying amounts of the Company’s non-financial assets, other than assets arising from employee benefits, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, the recoverable amount is estimated each year at the same time.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”). The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs to sell is based on the best information available to reflect the amount that the Company could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal.

The Company’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Goodwill acquired in a business combination is allocated to CGUs that are expected to benefit from the synergies of the combination. Impairment losses recognized in respect of a CGU are allocated first to reduce the carrying amount of any goodwill allocated to the unit, and then to reduce the carrying amounts of the other assets in the unit on a pro rata basis.

In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss in respect of goodwill is not reversed.


3. Summary of Significant Accounting Policies, Continued

 

(i) Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

The risks and uncertainties that inevitably surround events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows. The unwinding of the discount is recognized as finance cost.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

The Company recognizes a liability for warranty obligations based on the estimated costs expected to be incurred under its basic limited warranty. This warranty covers defective products and is normally applicable for eighteen months from the date of purchase. These liabilities are accrued when product revenues are recognized. Warranty costs primarily include raw materials and labor costs. Factors that affect the Company’s warranty liability include historical and anticipated rates of warranty claims on those repairs and cost per claim to satisfy the Company’s warranty obligation. As these factors are impacted by actual experience and future expectations, management periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Accrued warranty obligations are included in the current and non-current provisions.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

(j) Employee Benefits

(i) Short-term employee benefits

Short-term employee benefits that are due to be settled within twelve months after the end of the period in which the employees render the related service are recognized in profit or loss on an undiscounted basis. The expected cost of profit-sharing and bonus plans are recognized when the Company has a present legal or constructive obligation to make payments as a result of past events and a reliable estimate of the obligation can be made.

(ii) Other long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods.


3. Summary of Significant Accounting Policies, Continued

 

(j) Employee Benefits, Continued

 

(iii) Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

(iv) Defined benefit plan

A defined benefit plan is a post-employment benefit plan other than defined contribution plans. The Company’s net obligation in respect of its defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted.

The calculation is performed annually by an independent actuary using the projected unit credit method. The discount rate is the yield at the reporting date on high quality corporate bonds that have maturity dates approximating the terms of the Company’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The Company recognizes all actuarial gains and losses arising from defined benefit plans in retained earnings immediately.

In measuring the defined benefit liability, the Company recognizes past service cost immediately when the benefits are vested immediately following the introduction of a defined benefit plan.

(v) Share-based payment transactions

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period that the employees unconditionally become entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognized as personnel expense in profit or loss.

(k) Revenue

Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of estimated returns, earned trade discounts, volume rebates and other cash incentives paid to customers. Revenue is recognized when persuasive evidence exists that the significant risks and rewards of ownership have been transferred to the buyer, generally on delivery and acceptance at the customers’ premises, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue when the sales are recognized. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the separate statements of comprehensive income.


3. Summary of Significant Accounting Policies, Continued

 

(l) Operating Segments

In accordance with K-IFRS No. 1108, entity wide disclosures of geographic and product revenue information are provided in the consolidated financial statements, not in these separate financial statements.

(m) Finance Income and Finance Costs

Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognized in profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Dividend income is recognized in profit or loss on the date that the Company’s right to receive payment is established.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognized on financial assets, and losses on hedging instruments that are recognized in profit or loss. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.

(n) Income Tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

(i) Current tax

Current tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years. The taxable profit is different from the accounting profit for the period since the taxable profit is calculated excluding the temporary differences, which will be taxable or deductible in determining taxable profit (tax loss) of future periods, and non-taxable or non-deductible items from the accounting profit.


3. Summary of Significant Accounting Policies, Continued

 

(n) Income Tax, Continued

 

(ii) Deferred tax

Deferred tax is recognized, using the liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. However, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.

The Company recognizes a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that the differences relating to investments in subsidiaries, associates and jointly controlled entities will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

The Company offsets deferred tax assets and deferred tax liabilities if, and only if, the Company has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.

(o) Earnings (Loss) per Share

The Company presents basic and diluted earnings (loss) per share (“EPS”) data for its ordinary shares. 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. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares, which comprise convertible bonds.

(p) New Standards and Interpretations Not Yet Adopted

The following accounting standards, interpretations and amendments are issued and will be effective for annual periods beginning on or after January 1, 2013, and have not been adopted early in preparing these separate financial statements.

(i) Amendments to K-IFRS No. 1019, Employee Benefits

The revised standard requires an entity to calculate the expected return on plan assets based on the discount rate that is used to measure the present value of defined benefit obligation. The effective date for the amendments is annual periods beginning on or after January 1, 2013.

(ii) K-IFRS No. 1113, Fair value measurement

The standard defines fair value and sets out a framework for measuring fair value and the required disclosures about fair value measurements. This standard is effective for annual periods beginning on or after January 1, 2013.

(iii) Amendments to K-IFRS No. 1001, Presentation of Financial Statements

The amendments require presentation of other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss subsequently. The amendments are effective for annual periods beginning on or after July 1, 2012.

Management is in the process of evaluating the impact, if any, of applying these standards on its financial position and results of operations.

Please refer to the detailed footnotes in the audit report, which will be on electronic disclosure system (http://dart.dss.or.kr) on February 28th


  B. Agenda 2: Amendment to the Articles of Incorporation

 

   

Reasons for amending the Articles of Incorporation:

a. To enhance the effectiveness of our decision-making process, thereby increasing the efficiency in our business operations.

b. To reflect recent amendments to the Korean Commercial Code

 

Before Amendment

  

After Amendment

Article 29 (Appointment of Representative Director or Joint Representative Directors)

 

1)      The Company shall either have one Representative Director or two (2) Joint Representative Directors. If the Company has two (2) Joint Representative Directors, they shall be the Chief Executive Officer and the Chief Financial Officer. The Representative Director or the two Joint Representative Directors shall be appointed by a resolution of the Board of Directors’ meeting from the Company’s Directors.

 

2)      In the case of the Company having one Representative Director, the Representative Director shall act severally on all matters, and in the case of the Company having two Joint Representative Directors, the Joint Representative Directors shall act jointly on all matters. The Representative Director or Joint Representative Directors, as the case may be, shall be responsible for the day-to-day management of the Company and shall have authority to make decisions and to take actions on all matters that are not required under this Articles of Incorporation or by law to be referred to the Board of Directors or to be decided at a General Meeting of Shareholders.

  

Article 29 (Appointment of Representative Director and Duties)

 

1)      The Representative Director of the Company shall be appointed by a resolution of the Board of Directors’ meeting and the Representative Director shall represent the Company and manage all matters of the Company.

 

2)      If two (2) or more Representative Directors are appointed, each shall represent the Company.

 

3)      On the occurrence of a vacancy or absence of the Representative Director, the person authorized in such order of priority as determined by the Regulations of the Board of Directors or the person separately determined by the Board of Directors shall perform his/her duties.

Article 17 (Convening of General Meetings of Shareholders)

 

1)      Unless otherwise provided for in the relevant laws and regulations, a General Meeting of Shareholders shall be convened by the Company’s Representative Director pursuant to a resolution of the Board of Directors. However, if the Company has Joint Representative Directors, a General Meeting of Shareholders shall be convened jointly by the Joint Representative Directors; provided that, in the absence of a Joint Representative Director, the other Joint Representative Director shall convene the meeting, and provided, further, that, in the absence of both Joint Representative Directors, a Director who is responsible pursuant to the order of priority as determined by the Board of Directors, shall convene the meeting.

  

Article 17 (Convening of General Meetings of Shareholders)

 

1)      Unless otherwise provided for in the relevant laws and regulations, a General Meeting of Shareholders shall be convened by the Company’s Representative Director pursuant to a resolution of the Board of Directors. On the occurrence of a vacancy or absence of the Representative Director, Article 29, Paragraph (3) hereof shall apply, mutatis mutandis.


Article 18 (Chairman of Meeting)

 

The Representative Director or a Director designated by the Representative Director shall serve as Chairman of the General Meeting of Shareholders. If the Company has Joint Representative Directors, the Chief Executive Officer and Joint Representative Director or a Director designated by the Chief Executive Officer and Joint Representative Director shall serve as Chairman of the General Meeting of Shareholders; provided that, in the absence of such Directors, other Directors shall act as Chairman in accordance with the order of Directors fixed by the Board of Directors.

  

Article 18 (Chairman of Meeting)

 

The Representative Director or a Director designated by the Representative Director shall serve as Chairman of the General Meeting of Shareholders. On the occurrence of a vacancy or absence of the Representative Director, Article 29, Paragraph (3) hereof shall apply, mutatis mutandis.

Article 27-2 (Nomination of Candidates for Outside Directors)

 

1)      The Company’s Outside Director Nomination and Corporate Governance Committee shall recommend candidates for outside Directors, from those who are qualified under the Capital Market Act and other applicable provisions.

 

2)      Any details concerning the nomination of candidates for outside Directors and deliberation on requirements of such candidates shall be determined by the Company’s Outside Director Nomination and Corporate Governance Committee.

  

Article 27-2 (Nomination of Candidates for Outside Directors)

 

1)      The Company’s Outside Director Nomination Committee shall recommend candidates for outside Directors, from those who are qualified under the Korean Commercial Code (“KCC”) and other applicable provisions.

 

2)      Any details concerning the nomination of candidates for outside Directors and deliberation on requirements of such candidates shall be determined by the Company’s Outside Director Nomination Committee.

Article 30 (Meetings of the Board of Directors)

 

2)      Meetings of the Board of Directors shall be convened no less frequently than on a quarterly basis. The persons entitled to convene a Meeting of the Board of Directors shall decide the meeting date and send a notice thereof to the Directors in writing, through electronic communication or orally at least forty eight (48) hours prior to such meeting; provided that, when the consent of all the Directors has been obtained, a meeting of the Board of Directors may be held anytime without conforming to these procedures.

  

Article 30 (Meetings of the Board of Directors)

 

2)      Meetings of the Board of Directors shall be convened no less frequently than on a quarterly basis. The persons entitled to convene a Meeting of the Board of Directors shall decide the meeting date and send a notice thereof to the Directors in writing, through electronic communication or orally at least twelve (12) hours prior to such meeting; provided that, when the consent of all the Directors has been obtained, a meeting of the Board of Directors may be held anytime without conforming to these procedures.

Article 34 (Committees)

 

1)      The Company shall establish following committees within the Board of Directors.

 

1. Audit Committee

 

2. Outside Director Nomination and Corporate Governance Committee

 

3. Remuneration Committee

 

4. Other committees as deemed necessary by the Board of Directors

  

Article 34 (Committee)

 

1)      The Company shall establish following committees within the Board of Directors

 

1. Audit Committee

 

2. Outside Director Nomination Committee

 

3. Other committees as deemed necessary by the Board of Directors


Article 41 (Preparation and Maintenance of Financial Statements and Business Report)

 

1)      The Representative Director, or if the Company has Joint Representative Directors, the Chief Executive Officer and Joint Representative Director, shall prepare the following documents, supplementary documents thereto and the business report, and submit such documents to the Audit Committee for audit six (6) weeks prior to the day set for the ordinary General Meeting of Shareholders. The Representative Director, or if the Company has Joint Representative Directors, the Chief Executive Officer and Joint Representative Director, shall submit the following documents and the business report to the ordinary General Meeting of Shareholders for approval:

 

1. Balance sheet;

 

2. Profit and loss statement; and

 

3. Statement of appropriation of retained earnings or statement of disposition of deficit.

 

2)      The Audit Committee shall submit the auditors’ report to all Directors one (1) week prior to the day set for the ordinary General Meeting of Shareholders.

 

3)      The Representative Director, or if the Company has Joint Representative Directors, the Chief Executive Officer and Joint Representative Director, shall keep on file, from one (1) week before the day set for the ordinary General Meeting of Shareholders, the documents described in Paragraph (1) above and supplementary documents together with the business report and the auditors’ report at the head office of the Company for five (5) years and certified copies of all of such documents at the branches of the Company for three (3) years.

 

4)      The Representative Director, or if the Company has Joint Representative Directors, the Chief Executive Officer and Joint Representative Director, shall give public notice of the balance sheet and the external auditors’ opinion immediately after the documents referred to in Paragraph (1) above have been approved at the General Meeting of Shareholders.

  

Article 41 (Preparation and Maintenance of Financial Statements and Business Report)

 

1)      The Representative Director shall prepare the following documents, supplementary documents thereto and the business report, and submit such documents to the Audit Committee for audit six (6) weeks prior to the day set for the ordinary General Meeting of Shareholders. The Representative Director, or if the Company has Joint Representative Directors, the Chief Executive Officer and Joint Representative Director, shall submit the following documents and the business report to the ordinary General Meeting of Shareholders for approval:

 

1. Balance sheet;

 

2. Profit and loss statement; and

 

3. Other documents prescribed by the Enforcement Decree of the KCC that present the Company’s financial position and business performance.

 

2)      If the Company is required to prepare consolidated financial statements under the Enforcement Decree of the KCC, the documents under Paragraph (1) above shall include those prepared on a consolidated basis.

 

3)      The Audit Committee shall submit the auditors’ report to all Directors one (1) week prior to the day set for the ordinary General Meeting of Shareholders.

 

4)      The Representative Director shall keep on file, from one (1) week before the day set for the ordinary General Meeting of Shareholders, the documents described in Paragraph (1) above and supplementary documents together with the business report and the auditors’ report at the head office of the Company for five (5) years and certified copies of all of such documents at the branches of the Company for three (3) years.

 

5)      The Representative Director shall give public notice of the balance sheet and the external auditors’ opinion immediately after the documents referred to in Paragraph (1) above have been approved at the General Meeting of Shareholders.


  C. Agenda 3: Appointment of Directors

 

   

As the following 2 candidates are proposed to be appointed as directors.

a) Tae Sik Ahn

 

   

Date of Birth : March 21, 1956

 

   

Candidate for Outside Director : Yes

 

   

Nominator : Outside Director Nomination Committee

 

   

Term of office : 3 years

 

   

Type of appointment : Reappointment

 

   

Past experience : Chairman, Korean Accounting Association

 

   

Current Occupation : Professor, College of Business Administration and Graduate School of Business, Seoul National University

 

   

Business Transaction with LG Display during the last 3 years : None

 

   

Nationality : Korean

b) Joon Park

 

   

Date of Birth : October 30, 1954

 

   

Candidate for Outside Director : Yes

 

   

Nominator : Outside Director Nomination Committee

 

   

Term of office : 3 years

 

   

Type of appointment : New Appointment

 

   

Past experience : Attorney, Kim & Chang

 

   

Current Occupation : Professor, School of Law, Seoul National University

 

   

Business Transaction with LG Display during the last 3 years : None

 

   

Nationality : Korean

 

  D. Agenda 4: Appointment of Audit Committee Members

 

   

As the following 2 candidates are proposed to be appointed as Audit Committee Member.

a) Tae Sik Ahn

 

   

Date of Birth : March 21, 1956

 

   

Candidate for Outside Director : Yes

 

   

Nominator : Outside Director Nomination Committee

 

   

Term of office : 3 years

 

   

Type of appointment : Reappointment

 

   

Past experience : Chairman, Korean Accounting Association

 

   

Current Occupation : Professor, College of Business Administration and Graduate School of Business, Seoul National University

 

   

Business Transaction with LG Display during the last 3 years : None

 

   

Nationality : Korean


b) Joon Park

 

   

Date of Birth : October 30, 1954

 

   

Candidate for Outside Director : Yes

 

   

Nominator : Outside Director Nomination Committee

 

   

Term of office : 3 years

 

   

Type of appointment : New Appointment

 

   

Past experience : Attorney, Kim & Chang

 

   

Current Occupation : Professor, School of Law, Seoul National University

 

   

Business Transaction with LG Display during the last 3 years : None

 

   

Nationality : Korean

 

  E. Agenda 5: Approval of Remuneration Limit for Directors

 

   

Remuneration limit for directors in 2013 is for all 7 directors including 4 outside directors.

The remuneration limit in 2013 is same as that of 2012.

 

Category

   FY2013     FY2012  

Number of Directors (Number of Outside Directors)

     7 (4)      7 (4) 

Total Amount of Remuneration Limit

     KRW 8.5 billion        KRW 8.5 billion   

IV. Matters Relating to the Solicitor of Proxy

1. Matters Relating to the Solicitor of Proxy

A. Name of Solicitor: LG Display Co., Ltd. (“LGD”)

B. Number of LGD Shares Held by Solicitor: None

C. The Principal Shareholders of the Solicitor

 

Name of principal shareholder

  

Relationship with LGD

  

Number of shares held

   Ownership
ratio
 

LG Electronics Inc.

   Largest shareholder    135,625,000 (common stock)      37.9

Sang Beom Han

   Director (President, CEO)    930 (Common stock)      0.0
        

 

 

 

Total

      135,625,930 (common stock)      37.9
        

 

 

 

2. Matters Relating to the Proxy

 

Name of Agents for the Proxy

  

Hyun Seok Yoon

  

Suk Heo

  

Jeong Dong Kim

Number of Shares Held by Agents as of 2012 End.         
Relationship with LGD    Employee    Employee    Employee

3. Criteria for Shareholders Whom Proxy is Asked to

 

   

All shareholders holding more than 10,000 shares of LGD common stock

4. Others

 

   

The Period of Proxy Instruction: From Mar. 4, 2013 to Mar. 8, 2013 (Before the 28th AGM)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  LG Display Co., Ltd.
  (Registrant)
Date: February 21, 2013   By:  

/s/ Heeyeon Kim

  (Signature)
  Name:   Heeyeon Kim
  Title:   Head of IR / IR Division