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 May 2008
LG Display Co., Ltd.
(Translation of Registrants name into English)
20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, The Republic of 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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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
QUARTERLY REPORT
(From January 1, 2008 to March 31, 2008)
THIS IS A TRANSLATION OF THE QUARTERLY REPORT ORIGINALLY PREPARED IN KOREAN AND IS IN SUCH FORM AS REQUIRED BY THE KOREAN FINANCIAL SUPERVISORY COMMISSION.
IN THE TRANSLATION PROCESS, SOME PARTS OF THE REPORT WERE REFORMATTED, REARRANGED OR SUMMARIZED FOR THE CONVENIENCE OF READERS.
UNLESS EXPRESSLY STATED OTHERWISE, ALL INFORMATION CONTAINED HEREIN IS PRESENTED ON A NON-CONSOLIDATED BASIS IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN KOREA, OR KOREAN GAAP, WHICH DIFFER IN CERTAIN RESPECTS FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CERTAIN OTHER COUNTRIES, INCLUDING THE UNITED STATES. WE HAVE MADE NO ATTEMPT TO IDENTIFY OR QUANTIFY THE IMPACT OF THESE DIFFERENCES IN THIS DOCUMENT.
1. Overview |
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A. Industry |
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B. Company |
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E. Dividends |
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5. Sales |
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D. Employees |
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E. Stock Option |
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B. R&D expense |
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Attachment: | 1. Korean GAAP Consolidated Financial Statements 2. Korean GAAP Non-consolidated Financial Statements 3. US GAAP Consolidated Financial Statements |
1. | Overview |
A. | Industry |
(1) | Industry characteristics and growth potential |
- | TFT-LCD technology is one of the most widely used technologies in the manufacture of flat panel displays and the demand for flat panel displays is growing. The flat panel display industry is characterized by entry barriers due to rapidly evolving technology, capital-intensive characteristics, and the significant investments required to achieve economies of scale, among other factors. There is strong competition between a limited number of players within the industry and production capacity in the industry, including ours, is being continually increased. |
- | The demand for LCD panels for Notebook Computers & Monitors has been closely related to the IT industry cycle. The demand for LCD panels for TVs is growing with the start of HDTV broadcasting and as LCD TV became to play a key role in the digital display market. There is a competition between TFT-LCD and PDP technologies in the area of large flat TV products. In addition, LCD panel markets for applications, such as mobile phones, P-A/V, medical applications and automobile navigation systems, among others, are growing steadily. |
- | The average selling prices of LCD panels have declined in general and are expected to continually decline with time irrespective of general business cycles as a result of, among other factors, technology advances and cost reductions. |
(2) | Cyclicality |
- | The TFT-LCD business has high cyclicality as well as being a capital-intensive business. In spite of the increase in demand for products, this industry has experienced periodic volatility caused by imbalances between demand and supply due to capacity expansion within the industry. |
- | Intense competition and expectations of demand growth may lead panel manufacturers to invest in manufacturing capacity on similar schedules, resulting in a surge in capacity when production is ramped up at new fabrication facilities. |
- | During such surges in capacity growth, our customers can exert and have exerted strong downward pricing pressure, resulting in sharp declines in average selling prices and significant fluctuations in our gross margins. Conversely, demand surges and fluctuations in the supply chain can lead to price increases. |
(3) | Competitiveness |
- | Our ability to compete successfully depends on factors both within and outside our control, including product pricing, performance and reliability, successful and timely investment and product development, success of our end-brand customers in marketing their brands and products, component and raw material supply costs, foreign exchange rate and general economic and industry conditions. |
- | Core competitiveness includes technology leadership, capability to design new products and premium products, timely investment in advanced fabs, cost leadership through application of large production lines, innovation of process and productivity, and collaborative customer relationships. |
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- | Most importantly, cost leadership and stable and long-term relationships with customers are critical to secure profit even in a buyers market. |
- | A substantial portion of our sales is attributable to a limited group of end-brand customers and their designated system integrators. The loss of these end-brand customers, as a result of customers entering into strategic supplier arrangements with our competitors or otherwise, would thus result in reduced sales. |
- | Developing new products and technologies that can be differentiated from those of our competitors is critical to the success of our business. We take active measures to protect our intellectual property internationally by obtaining patents and undertaking monitoring activities in our major markets. It is also necessary to recruit and retain the experienced key staffs and highly skilled line operators. |
(4) | Sourcing material |
- | Materials are sourced in-house (color filters) as well as from domestic and overseas vendors. |
- | The shortage of raw materials may arise temporarily due to the rapid increase in demand for raw materials resulting from capacity expansion in the TFT-LCD industry. |
- | We have purchased, and expect to purchase, a substantial portion of our equipment from a limited number of qualified foreign and local suppliers. From time to time, increased demand for new equipment may cause lead times to extend beyond those normally required by the equipment vendors. |
(5) | Others |
- | Most TFT-LCD panel makers are located in Asia. |
a. | Korea: LG Display, Samsung Electronics (including Joint Venture between Samsung Electronics and Sony Corporation), BOE-Hydis |
b. | Taiwan: AU Optronics, Chi Mei Optoelectronics, CPT, etc. |
c. | Japan: Sharp, IPS-Alpha, etc. |
d. | China: SVA-NEC, BOE-OT, etc. |
B. | Company |
(1) | Business overview |
- | Commercial production for our TFT-LCD business began in September 1995 at P1, which was then the first fabrication facility of LG Electronics. At the end of 1998, LG Electronics and LG Semicon transferred their respective TFT-LCD related businesses to LG Soft Co., Ltd (currently LG. Display). It became a joint venture between LG Electronics and Philips Electronics in August 1999. In July 2004, we completed our initial public offering and listed our common stock on the Korea Exchange and our ADSs on the New York Stock Exchange. As of March 31, 2008, we operate seven fabrication facilities located in Gumi and Paju, Korea, and seven module facilities located in Gumi and Paju, Korea; Nanjing (3 factories) and Guangzhou, China; and Wroclaw, Poland. |
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- | We became the first LCD maker in the world to commence commercial production at a 4th generation fab (P3) in July 2000 and at a 5th generation fab (P4) in March 2002, and we started mass production at our 6th generation fab (P6) in August 2004, which allows us to produce LCD panels for large TVs and monitors. With the commencement of mass production at our 7th generation fab (P7) in January 2006 and our decision to invest in an 8th generation fab (P8) in October 2007, we are expanding our production capacity in line with growing large-sized LCD TV market. |
- | Our non-consolidated sales revenue increased by 60.5% from KRW 2,606 billion in the first quarter of 2007 to KRW 4,182 billion in the first quarter of 2008. We recorded non-consolidated operating income of KRW 948 billion in the first quarter of 2008 compared to non-consolidated operating loss of KRW 237 billion in the first quarter of 2007 and we recorded a non-consolidated net income of KRW 761 billion in the first quarter of 2008 compared to a non-consolidated net loss of KRW 169 billion in the first quarter of 2007. (Our consolidated sales revenue under Korean GAAP increased by approximately 48.2% from KRW 2,722 billion in the first quarter of 2007 to KRW 4,036 billion in the first quarter of 2008. We recorded a consolidated operating income under Korean GAAP of KRW 881 billion in the first quarter of 2008 compared to a consolidated operating loss of KRW 208 billion in the first quarter of 2007. And we recorded a consolidated net income of KRW 717 billion in the first quarter of 2008 compared to a consolidated net loss of KRW 169 billion in the first quarter of 2007.) |
- | We reinforced our position as a leader in LCD technology by developing the worlds largest 52-inch multi-touch screen panel and the worlds largest 47-inch triple-view panel that also has the worlds highest resolution in its category, as well as developing ultra-slim panels for televisions and increasing the user-friendliness of LCD panels. |
- | Moreover, we formed strategic alliances or entered into long-term sales contracts with major global firms such as Dell, HP and Kodak of the United States and Japans Toshiba, among others, to secure customers and expand partnerships for technology development. |
- | Business area of the company for disclosure is limited to LCD business. |
(2) | Market shares |
- | Worldwide market share of large-size TFT-LCD panels (³ 10) based on revenue. |
2008 Q1 | 2007 | 2006 | |||||||
Panel for Notebook Computer |
30.0 | % | 28.5 | % | 26.2 | % | |||
Panel for Monitor |
15.7 | % | 15.6 | % | 15.6 | % | |||
Panel for TV |
18.9 | % | 22.0 | % | 23.6 | % | |||
Total |
19.8 | % | 20.4 | % | 20.5 | % | |||
* Source: DisplaySearch Q2 2008 |
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(3) | Market characteristics |
- | Due to the recent high growth in the display appliance market for the flat display format, the scale of the LCD market is growing at a rapid rate, resulting in expansion of the market centered mainly in America, Japan, Europe and China. |
(4) | New business |
- | P7 in our Paju Display Cluster reached an expanded production capacity of over 130 thousand sheets of glass substrates per month after the fourth quarter of 2007 and we have commenced the construction of P8 (8th generation fab) in anticipation of a growth in the larger TFT-LCD market. |
- | In September 2005, we entered into an agreement to build a back-end module production plant in Wroclaw, Poland, becoming the first global LCD panel manufacturer to establish a production facility in Europe. We broke ground on the plant in June 2006 and started mass production in March 2007. |
- | In May 2006, we entered into an investment agreement with the Guangzhou Development District Administrative Committee to construct a module production plant in Guangzhou, China, and in June 2006, we established LG.Philips LCD Guangzhou Co., Ltd. We commenced mass production at the new module production plant in December 2007. |
- | We also plan to strengthen the foundation for future growth by leading the market in the future display technologies which include preparing for the start of the AMOLED business, accelerating the development of flexible display technologies and leading the LED back-light LCD market. |
- | In order to facilitate a cooperative purchasing relationship with HannStar, a company that manufactures TFT-LCD panels in Taiwan, we decided to purchase 180 million shares of preferred stock of HannStar at a purchase price of NT$3,170,250,000. We acquired the preferred shares in February 2008. The preferred shares mature in three years and are convertible into shares of common stock of HannStar. |
(5) | Organization chart as of March 31, 2008 |
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- | CEO : Chief Executive Officer |
- | CFO : Chief Financial Officer |
- | CPO : Chief Production Officer |
- | CTO : Chief Technology Officer |
C. | Recent developments |
(1) | January 2008: Acquired OLED business from LG Electronics |
(2) | March 2008: Changed the name of the Company to LG Display Co., Ltd. |
(3) | Major contracts |
- | February 29, 2008: Extended Philips trademark license agreement (January 1, 2008 ~ June 30, 2008) |
- | February 29, 2008: Extended LG trademark license agreement (January 1, 2008 ~ December 31, 2010) |
- | January 17, 2008: Extended into LG.Philips LCD Guangzhou Co., Ltd. equity investment agreement and long-term supply and strategic alliance agreement with Skyworth TV holdings (investment amount: US$14 million) |
- | April 7, 2008: Entered into an agreement with Skyworth RGB Electronics to establish a research and development center |
2. | Information Regarding Shares |
A. | Change in Capital Stock |
(Unit : KRW, Share) | |||||||
Date |
Descriptions | Change of number of common shares |
Face amount per share | ||||
July 27, 2005 |
Follow-on offering | * | 32,500,000 | 5,000 |
* | ADSs offering (US$42.64 per share, US$21.32 per ADS) |
B. | Convertible Bonds |
(Unit : USD, Share) | ||||
Item |
Content | |||
Issuing date | April 18, 2007 | |||
Maturity (Redemption date after put option exercise) |
April 18, 2012 (April 18, 2010) | |||
Face Amount | USD550,000,000 | |||
Offering method | Public offering | |||
Conversion period | Convertible into shares of common stock during the period from April 19, 2008 to April 3, 2012 | |||
Conversion price | KRW 48,760 per share* | |||
Conversion status |
Number of shares already converted | None | ||
Number of convertible shares | 10,530,762 shares if all are converted* | |||
Remarks | - Registered form - Listed on Singapore Exchange |
* | Conversion price was adjusted from KRW 49,070 to KRW 48,760 and the number of convertible shares was adjusted from 10,464,234 to 10,530,762 following the approval by the stockholders, during the annual general meeting of stockholders on February 29, 2008, of a cash dividend of KRW 750 per share. |
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C. | Shareholder List |
(1) | Total shares issued and outstanding: 357,815,700 shares as of March 31, 2008 |
(2) | Largest shareholder and related parties as of March 31, 2008 |
(Unit: share) | ||||||||
Name |
Relationship | January 1, 2008 | Increase/Decrease | March 31, 2008 | ||||
LG Electronics |
Largest Shareholder |
135,625,000 (37.9%) |
| 135,625,000 (37.9%) | ||||
Young Soo Kwon |
Related Party |
15,000 (0.0%) |
| 15,000 (0.0%) | ||||
Total |
135,640,000 (37.9%) |
| 135,640,000 (37.9%) |
Mr. Young Soo Kwon, Representative Director and Chief Executive Officer of LG Display, acquired 8,000 shares of LG Display during the week of April 14, 2008 in transactions on the Korea Exchange.
(3) | Shareholders who own 5% or more of our shares as of December 31, 2007 |
Name |
Type of stock | Number of shares | Ratio | ||||
LG Electronics |
Common Stock | 135,625,000 | 37.9 | % | |||
Philips Electronics |
Common Stock | 71,225,000 | 19.9 | %* | |||
Total |
| 206,850,000 | 57.8 | % |
* | On March 17, 2008, Philips Electronics sold an additional 6.7% of our common stock (24 million shares of common stock). |
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D. | Voting rights as of March 31, 2008 |
(Unit: share) | ||||
Description |
Number of shares | |||
1. | Shares with voting rights [A-B] | 357,815,700 | ||
A. Total shares issued | 357,815,700 | |||
B. Shares without voting rights | | |||
2. | Shares with restricted voting rights | | ||
Total number of shares with voting rights [1-2] | 357,815,700 |
E. | Dividends |
Dividends during the recent 3 fiscal years
Description |
2008 Q1 | 2007 | 2006 | ||||
Par value (Won) |
5,000 | 5,000 | 5,000 | ||||
Net income (Million Won) |
760,586 | 1,344,027 | (769,313 | ) | |||
Earnings per share (Won) |
2,126 | 3,756 | (2,150 | ) | |||
Retained earning for dividends (Million Won) |
4,520,461 | 4,028,227 | 2,711,036 | ||||
Total cash dividend amount (Million Won) |
| 268,362 | | ||||
Total stock dividend amount (Million Won) |
| | | ||||
Cash dividend payout ratio (%) |
| | | ||||
Cash dividend yield (%) |
| 1.6 | | ||||
Stock dividend yield (%) |
| | | ||||
Cash dividend per share (Won) |
| 750 | | ||||
Stock dividend per share (Won) |
| | | ||||
|
* | Earnings per share are calculated based on par value of 5,000 Won per share. |
(As a result of a stock split, par value of our shares changed to Won 5,000 per share from Won 10,000 per share as of May 25, 2004.)
* | Retained earning for dividends is the amount before dividends are paid. |
* | Earnings per share is calculated by net income divided by weighted average number of common stock. |
3. | Major Products and Materials |
A. | Major products in 2008 |
(Unit: In billions of Won) | ||||||||||
Business area |
Sales types |
Items |
Specific use |
Major trademark |
Sales (%) | |||||
TFT-LCD |
Product/ Service/ Other Sales | TFT-LCD (Overseas) | Notebook Computer, Monitor, TV, Applications Panels, etc. | LG.Philips LCD | 3,891 (93.0)% | |||||
TFT-LCD (Korea*) | Notebook Computer, Monitor, TV, Applications Panels, etc. | LG.Philips LCD | 291 (7.0)% | |||||||
Total |
4,182 (100)% | |||||||||
* Local export was included. ** Period: January 1, 2008 ~ March 31, 2008 |
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B. | Average selling price trend of major products |
(Unit: USD / m2) | ||||||||
Description |
2008 Q1 | 2007 Q4 | 2007 Q3 | 2007 Q2 | ||||
TFT-LCD panel |
1,339 | 1,375 | 1,364 | 1,274 |
* | Semi-finished products in the cell process have been excluded. |
** | Quarterly average selling price per square meter of net display area shipped |
*** | Consolidated basis |
C. | Major materials |
(Unit: In billions of Won) | ||||||||||
Business area |
Purchase |
Items |
Specific use |
Purchase amount (%) |
Suppliers | |||||
TFT-LCD |
Materials | Back-Light | LCD panel manufacturing |
509 (25.7%) | Heesung Electronics Ltd., etc. | |||||
Glass | 511 (25.8%) | Samsung Corning Precision Glass Co., Ltd., NEG, etc. | ||||||||
Polarizer | 270 (13.6%) | LG Chem., etc. | ||||||||
Others | 690 (34.9%) | | ||||||||
Total |
1,980 (100.0%) |
|
* | Period : January 1, 2008 ~ March 31, 2008 |
D. | Price trend of major materials |
- | Prices of major materials depend on fluctuations in supply and demand in the market as well as on change in size and quantity of raw materials according to the increased production of larger-size panels. |
4. | Production and Equipment |
A. | Production capacity and calculation |
(1) | Production capacity |
(Unit : 1,000 Glass sheets) | ||||||||||
Business area |
Items | Business place | 2008 Q1 | 2007 | 2006 | |||||
TFT-LCD |
TFT-LCD | Gumi, Paju | 2,917 | 11,544 | 9,942 |
* | Glass size per each factory is not considered. |
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(2) | Calculation of Capacity |
a. | Method |
| Assumptions for calculation |
- | Based on input glass |
| Calculation method |
- | 2008 Q1: Monthly maximum input capacity per each factory in the quarter |
× number of months (3 months).
- | 2007: Monthly maximum input capacity per each factory in the year of 2007 |
× number of months (12 months).
- | 2006: Monthly maximum input capacity per each factory for 4th quarter |
× number of months (12 months).
b. | Average working hours |
- | See 4.B(2) below. |
B. | Production performance and working ratio |
(1) | Production performance |
(Unit: 1,000 Glass sheets) | ||||||||||
Business area |
Items | Business place | 2008 Q1 | 2007 | 2006 | |||||
TFT-LCD |
TFT-LCD | Gumi, Paju | 2,808 | 10,182 | 9,052 |
* | Based on input glass |
(2) | Working Ratio * |
(Unit: Hours) | |||||||
Business place (area) |
Available working hours of 2008 Q1 |
Real working hours of 2008 Q1 |
Average working ratio |
||||
Gumi (TFT-LCD) |
2,184 (24 hours × 91 days) |
2,184 (24 hours × 91 days) |
100 | % | |||
Paju (TFT-LCD) |
2,184 (24 hours × 91 days) |
2,184 (24 hours × 91 days) |
100 | % |
C. | Investment plan |
(1) | Investment in progress |
(Unit: In billions of Won) | ||||||||||||||||
Business area |
Description | Investment period |
Investment Assets |
Investment effect |
Total investment |
Already invested |
To be invested |
Remarks | ||||||||
TFT-LCD | New / Expansion, etc. |
Q4 05~ | Building/ Machinery, etc. |
Capacity expansion |
3,039 | 878 | 2,161 | |
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(2) | Investment Plan (Consolidated basis) |
(Unit: In billions of Won) | ||||||||||||
Expected yearly investment | Investment | |||||||||||
Business area |
Project | 2008 * | 2009 ** | 2010 ** | effects | Remarks | ||||||
TFT-LCD |
New / Expansion, etc. |
3,000 | | | Capacity Expansion, etc. |
|||||||
* Expected investments in 2008 are subject to change depending on market environment. ** Expected investments in 2009 and in 2010 cannot be projected due to industry characteristics. |
5. | Sales |
A. | Sales performance |
(Unit: In billions of Won) | ||||||||||||
Business area |
Sales types | Items (Market) | 2008 Q1 | 2007 Q1 | 2007 | |||||||
Overseas | 3,891 | 2,390 | 13,137 | |||||||||
TFT-LCD |
Products, etc. | TFT-LCD | Korea* | 291 | 216 | 1,026 | ||||||
Total | 4,182 | 2,606 | 14,163 | |||||||||
* Local export was included. |
B. | Sales route and sales method |
(1) | Sales organization |
- | As of March 31, 2008, each of the IT business unit, TV business unit, and Small & Medium Displays business unit had individual sales and customer support functions. |
- | Sales subsidiaries in America, Germany, Japan, Taiwan and China (Shanghai and Shenzhen) perform sales activities in overseas countries and provide technical support to customers. |
(2) | Sales route |
- | LG Display ® Overseas subsidiaries (USA/Germany/Japan/Taiwan /Shenzhen/Shanghai), etc. |
® System integrators, Branded customers ® End users
- | LG Display ® System integrators, Branded customers ® End users |
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(3) | Sales methods and conditions |
- | Direct sales & sales through overseas subsidiaries, etc. |
(4) | Sales strategy |
- | To secure stable sales to major PC makers and the leading consumer electronics makers globally |
- | To increase sales of premium Notebook Computer products, to strengthen sales of the larger size and high-end Monitor segment and to lead the large and wide LCD TV market |
- | To diversify our market in the application segment, including products such as mobile phone, automobile navigation systems, aircraft instrumentation and medical diagnostic equipment, etc. |
6. | Directors & Employees |
A. | Members of Board of Directors as of March 31, 2008 |
Name |
Date of Birth |
Position |
Business Experience | |||
Young Soo Kwon | February 6, 1957 | Representative Director, President and Chief Executive Officer | President and Chief Financial Officer of LG Electronics | |||
James (Hoyoung) Jeong | November 2, 1961 | Director and Chief Financial Officer | Executive Vice President and Chief Financial Officer of LG Electronics | |||
Simon (ShinIk) Kang | May 10, 1954 | Director | Head of Digital Display Product Business Division of LG Electronics | |||
Paul Verhagen | February 2, 1962 | Director | Chief Financial Officer of Consumer Lifestyle Section, Philips Electronics | |||
Ingoo Han | October 15, 1956 | Outside Director | Professor, Graduate School of Management, Korea Advanced Institute of Science and Technology | |||
Dongwoo Chun | January 15, 1945 | Outside Director | Outside Director, Pixelplus | |||
Bruce. I. Berkoff | August 13, 1960 | Outside Director | President of LCD TV Association | |||
Yoshihide Nakamura | October 22, 1942 | Outside Director | President of ULDAGE, Inc. | |||
William Y. Kim | June 6, 1956 | Outside Director | Partner of Ropes & Gray LLP |
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B. | Committees of the Board of Directors |
Committees of the Board of Directors as of March 31, 2008
Committee |
Member | |
Audit Committee | Mr. Ingoo Han, Mr. Yoshihide Nakamura, Mr. William Y. Kim | |
Remuneration Committee | Mr. Simon (Shin Ik) Kang, Mr. Paul Verhagen, Mr. Dongwoo Chun, Mr. Bruce I. Berkoff | |
Outside Director Nomination and Corporate Governance Committee |
Mr. Simon (Shin Ik) Kang, Mr. Paul Verhagen, Mr. Dongwoo Chun, Mr. William Y. Kim |
C. | Director & Officer Liability Insurance |
(1) | Overview of Director & Officer Liability Insurance (as of March 31, 2008) |
(Unit: USD) | ||||||
Name of insurance |
Premium paid in the first quarter of 2008 |
Limit of liability | Remarks | |||
Directors & Officers Liability Insurance |
| 100,000,000 | |
* | In July 2007, we renewed our director & officer liability insurance with coverage until July 2008. |
(2) | The approval procedure for the Director & Officer Liability Insurance |
- | Joint Representative Directors approved the limit for liability, coverage and premiums. |
(3) | The insured |
1. | LG Display and its subsidiaries and their respective Directors and Officers |
2. | Duly elected or appointed Directors or Officers, past and new Directors and Officers during the policy period |
3. | The estates and heirs of deceased Directors or Officers, and the legal representatives of Directors or Officers in the event of their incompetence, insolvency or bankruptcy (only if the Directors or Officers were employed at the time the acts were committed) |
(4) | The Covered Risks |
1. | The liability of a director or an officer for the Loss to shareholders or 3rd parties, arising from any alleged Wrongful Act of a director or officer of the company in their respective capacities, provided that the director or officer duly discharged his or her fiduciary duties |
a. | Wrongful Act means any breach of duty, neglect, error, misstatement, misleading statement, omission, or act by the Directors or Officers |
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b. | Loss includes damages, judgments, settlements and Defense Costs |
2. | Coverage for security holder derivative action & security claims |
The Loss arising out of any security holder derivative action is paid in accordance with the Security Holder Derivative Action Inclusion Clause. Securities Loss, incurred on account of a Securities Claim against the Directors, Officers and/or the Company, is covered (except for exclusions).
(5) | Exclusions |
1. | General Exclusions (any loss related to following items) : |
- | Any illegal gaining of personal profit through, dishonest or criminal act; |
- | Remuneration payment to the Insureds without the previous approval of the stockholders, which payment was illegal; |
- | Profits in fact made from the purchase or sale of securities of the Company using non public information in an illegal manner; |
- | Payment of commissions, gratuities, benefits or any other favor provided to a political group, government official, director, officer, employee or any person having an ownership interest in any customers of the company or their agent(s), representative(s) or member(s) of their family or any other entity(ies) with which they are affiliated. |
- | Wrongful Acts alleged in any claim which has been reported under any policy of which this policy is a renewal or replacement; |
- | Any pending or prior litigation as of the inception date of this policy, or derived from the same facts as alleged in such pending or prior litigation, etc.; |
- | Wrongful Act which Insured knew or should reasonably have foreseen at the inception date of this policy; |
- | Pollutants, contamination; |
- | Nuclear material, radioactive contamination; |
- | Bodily injury, disease, death or emotional distress of any person, or damage to tangible property, loss of use of property, or injury from oral or written publication of a libel or slander, or material that violates a persons right of privacy; |
- | Any alleged Wrongful Act of any Subsidiary of which the insured did not own more than 50% of stock either directly or indirectly through its Subsidiaries. |
2. | Special Exclusions (any loss related to following items): |
- | Punitive Damage |
- | Nuclear Energy Liability |
- | Mutual claim between Insureds |
- | Claim of a large shareholder (one holding 15% or more of the outstanding shares) |
- | Claim by a government entity |
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- | Professional Service liability |
- | Section 16(b) of the Securities Exchange Act of 1934 or a similar law |
- | ERISA (Employee Retirement Income Security Act) |
- | The so called Year 2000 Problem |
- | War & Terrorism |
- | Asbestos/Mould liability |
- | Patent / Copyright liability, etc. |
D. | Employees |
(as of March 31, 2008) | (Unit: person, in millions of Won) | |||||||||||||
Details of employees | Total Salary | Per Capita | Average | |||||||||||
Sex |
Office Worker | Line Worker | Others | Total | in 2008 Q1 | Salary | Service Year | |||||||
Male | 5,249 | 5,539 | | 10,788 | 202,119 | 18.5 | 5.2 | |||||||
Female | 388 | 4,586 | | 4,974 | 58,897 | 11.8 | 3.1 | |||||||
Total | 5,637 | 10,125 | | 15,762 | 261,016 | 16.4 | 4.5 | |||||||
* | Directors and executive officers have been excluded. |
E. | Stock Option |
The following table sets forth certain information regarding our stock options as of March 31, 2008.
Executive Officers |
Grant Date | Exercise Period | Exercise Price |
Number of Granted Options |
Number of Exercised Options |
Number of Exercisable Options | |||||||||
From | To | ||||||||||||||
Ron H. Wirahadiraksa | April 7, 2005 | April 8, 2008 | April 7, 2012 | (Won) | 44,050 | 100,000 | 0 | 50,000 | |||||||
Duke M. Koo | April 7, 2005 | April 8, 2008 | April 7, 2012 | (Won) | 44,050 | 40,000 | 0 | 20,000 | |||||||
Sang Deog Yeo | April 7, 2005 | April 8, 2008 | April 7, 2012 | (Won) | 44,050 | 40,000 | 0 | 20,000 | |||||||
Jae Geol Ju | April 7, 2005 | April 8, 2008 | April 7, 2012 | (Won) | 44,050 | 40,000 | 0 | 20,000 | |||||||
Total | 220,000 | 110,000 | |||||||||||||
* | These SARs are exercisable starting April 8, 2008, through April 7, 2012. Additionally, when the increase rate of the Companys share price is the same or less than the increase rate of the Korea Composite Stock Price Index (KOSPI) over the three-year period following the grant date, only 50% of the initially granted shares is exercisable. |
14
7. | Financial Information |
A. | Financial Highlights (Based on Non-consolidated, Korean GAAP) |
(Unit: In millions of Won) | ||||||||||||
Description |
2008 1Q | 2007 | 2006 | 2005 | 2004 | |||||||
Current Assets |
6,696,739 | 5,644,253 | 2,731,656 | 3,196,934 | 2,638,616 | |||||||
Quick Assets |
5,921,266 | 4,963,657 | 1,996,280 | 2,725,169 | 2,170,617 | |||||||
Inventories |
775,473 | 680,596 | 735,376 | 471,765 | 467,999 | |||||||
Non-current Assets |
7,626,193 | 7,750,182 | 10,084,191 | 9,798,981 | 6,960,077 | |||||||
Investments |
649,945 | 489,114 | 361,558 | 213,984 | 168,055 | |||||||
Tangible Assets |
6,607,473 | 6,830,600 | 8,860,076 | 8,988,459 | 6,366,651 | |||||||
Intangible Assets |
115,253 | 111,530 | 114,182 | 149,894 | 183,471 | |||||||
Other Non-current Asset |
253,522 | 318,938 | 748,375 | 446,644 | 241,900 | |||||||
Total Assets |
14,322,932 | 13,394,435 | 12,815,847 | 12,995,915 | 9,598,693 | |||||||
Current Liabilities |
2,643,060 | 2,245,410 | 2,694,389 | 2,594,282 | 1,900,765 | |||||||
Non-current Liabilities |
2,878,189 | 2,859,652 | 3,231,782 | 2,726,036 | 1,925,286 | |||||||
Total Liabilities |
5,521,249 | 5,105,062 | 5,926,171 | 5,320,318 | 3,826,051 | |||||||
Capital Stock |
1,789,079 | 1,789,079 | 1,789,079 | 1,789,079 | 1,626,579 | |||||||
Capital Surplus |
2,311,071 | 2,311,071 | 2,275,172 | 2,279,250 | 1,012,271 | |||||||
Other Accumulated Comprehensive Income |
25,909 | 5,823 | (13,948 | ) | (1,418 | ) | 42,118 | |||||
Retained Earnings |
4,675,624 | 4,183,400 | 2,839,373 | 3,608,686 | 3,091,674 | |||||||
Total Shareholders Equity |
8,801,683 | 8,289,373 | 6,889,676 | 7,675,597 | 5,772,642 | |||||||
Description |
2008 1Q | 2007 | 2006 | 2005 | 2004 | |||||||
Sales Revenues |
4,182,054 | 14,163,131 | 10,200,660 | 8,890,155 | 8,079,891 | |||||||
Operating Income (Loss) |
948,284 | 1,491,135 | (945,208 | ) | 447,637 | 1,640,708 | ||||||
Income (Loss) before Income Tax |
977,620 | 1,545,562 | (1,024,369 | ) | 367,281 | 1,683,067 | ||||||
Net Income (Loss) |
760,586 | 1,344,027 | (769,313 | ) | 517,012 | 1,655,445 |
B. | R&D Expense |
(1) | Summary |
(Unit: In millions of Won) | |||||||||||
Account |
2008 Q1 | 2007 | 2006 | ||||||||
Material Cost |
46,854 | 246,577 | 291,714 | ||||||||
Labor Cost |
32,871 | 110,586 | 87,078 | ||||||||
Depreciation Expense |
4,943 | 22,516 | 20,671 | ||||||||
Others |
5,331 | 34,737 | 36,649 | ||||||||
Total R&D Expense |
89,999 | 414,416 | 436,112 | ||||||||
Accounting Treatment |
Selling & Administrative Expenses |
29,565 | 106,082 | 82,635 | |||||||
Manufacturing Cost |
60,434 | 308,334 | 353,477 | ||||||||
R&D Expense / Sales Ratio [Total R&D Expense/Sales for the period×100] |
2.2 | % | 2.9 | % | 4.3 | % |
15
(2) | R&D achievements |
[Achievements in 2004]
1) | Development of 20.1-inch AMOLED |
- | Joint development of 20.1-inch AMOLED with LG Electronics |
- | Development of worlds largest 20.1-inch wide AMOLED based on LTPS technology |
2) | Development of copper bus line |
- | Next generation LCD technology to significantly improve brightness, definition and resolution, etc. |
3) | Development and mass production of worlds largest TFT-LCD panel for Full-HD TV (55-inch) in October 2004. |
- | Stitch Lithography and Segmented Circuit Driving to cope with large-size LCD Panel |
- | Achievement of High Contrast Ratio and Fast Response Time through new technologies |
- | Application of innovative panel technology to solve the weak point (gravity/touch stains) of large size |
4) | Development of Ultra High Resolution Product (30-inch) |
- | Worlds first success in mass production of LCM applying Cu Line (source & gate Area) |
- | Achievement of Ultra High Resolution (2560×1600 : 101ppi) |
5) | Development of the worlds lowest power-consumption, 32-inch Wide LCD TV Model |
- | Development of the worlds lowest power consumption, under 90W model (EEFL applied) |
- | High Contrast Ratio, Fast Response Time (DCR + ODC applied) |
[Achievements in 2005]
6) | Development of High Luminance and High Color Gamut 17-inch wide LCD Panel for Notebook Computer |
- | Worlds first 500nit luminance and 72% color gamut in 17-inch wide for Notebook Computer |
- | Development of 6200nit luminance backlight |
7) | Development of worlds largest 10.1-inch Flexible Display |
- | Joint development with E-ink Corporation |
8) | 37-inch, 42-inch, 47-inch Full-HD Model Development, applying Low Resistance Line (Copper bus Line) |
- | Worlds first mass production of copper bus line Model |
- | Realize Full HD Resolution (1920×1080) |
16
9) | 37-inch wide LCD Model development which is the worlds best in power consumption |
- | The lowest power consumption of below 120W (applying EEFL) |
- | High Contrast Ratio, Fast Response Time with DCR, ODC Technology. |
[Achievements in 2006]
10) | Development of High Brightness/Color gamut 17-inch wide slim LCD for Notebook Computer |
- | Slim model (10t®7t), featuring 500nit, NTSC 72% |
- | Development of Slim and High Brightness Backlight |
11) | Worlds largest size 100-inch TFT-LCD development |
- | High quality image without noise or signal distortion, applying low resistance copper bus line |
- | High dignity picture for Full HDTV |
12) | 32-inch/42-inch HCFL Scanning Backlight applied LCD TV Model Development |
- | Realization of MBR (Motion Blur Reduction) by application of Backlight Scanning Technology |
- | Lamp Quantity Reduction by HCFL (Hot Cathode Fluorescent Lamp) Application |
13) | Worlds largest 20.1-inch TFT-LCD for Notebook Computer Development |
- | S-IPS Mode, sRGB, Realization of DCR 3000:1 by Backlight Control, Brightness 300nit |
14) | Ultra-slim TFT-LCD development for mobile phones |
- | Realization of 1.3t by reducing light guide plate & glass thickness |
15) | The fast response 2.0" TFT-LCD development for mobile phones |
- | Realization of high quality image by new liquid crystal development (25ms®16ms) |
16) | Wide Color Gamut 30" Wide TFT-LCD Monitor Development |
- | Realization of 92% high color gamut by Application of WCG CCFL |
17) | LGE Chassis integration model (Tornado) development (32"/37"/42") |
- | Maximized cost reduction by co-design with LGE & LPL |
- | Improved product competitiveness by thin & light design |
18) | 32 120Hz new-mode panel development |
- | Cost reduction & spec. upgrade by new-mode panel |
- | MBR (Motion Blur Reduction) by 120Hz driving |
19) | CI model development (new concept BL) |
- | Cost reduction and productivity improvement by new concept backlight |
17
[Achievements in 2007]
20) | Development of first Poland model |
- | 32-inch HD model |
21) | Development of socket type backlight model |
- | 42-inch FHD model |
- | 47-inch HD/FHD model |
22) | Development of new concept backlight model |
- | Development of 32-inch HD model |
- | 42/47-inch model under development |
23) | Development of interlace image sticking free technology and model |
- | Improvement of low picture quality caused by TV interlace signals |
24) | Development of TFT-LCD with ODF (One Drop Filling) for mobile phone application |
- | Our first ODF model for mobile phone application (1.52 inch) |
25) | Development of GIP (Gate in Panel) application model 15XGA |
- | Removed gate drive IC: 3ea ® 0ea |
- | Reduction in net material costs and shortening of assembly process |
26) | 24-inch TN (92%) monitor model development |
- | The worlds first large-size panel TN application |
- | Realization of 92% high color gamut on the worlds largest TN panel |
27) | 15.4-inch LED backlight applied model development |
- | The worlds first 15.4-inch wide LED-applied display panel for notebooks |
- | The worlds largest LED-applied panel for notebooks |
28) | Development of FHD 120Hz display panel |
- | 37- to 47-inch FHD model |
29) | Development of backlight localization model |
- | 32-inch HD model |
30) | Development of enhanced Dynamic Contrast Ratio technology |
- | 32-inch HD Model |
- | Enhanced from 5000:1 to 10000:1 |
31) | Development of technology that improves panel transmittance |
- | Expected to be applied to new models |
32) | Development of THM (through-hole mounting) technology and model |
- | 37~47 inch Model |
- | Providing more mounting options to users |
33) | Development of the worlds first DRD (Double Rate Driving) technology-applied model |
- | Source Drive IC reduction: 6ea ® 3ea |
- | Reduction in net material costs and shortening of assembly process |
18
34) | COG (Chip On Panel) Apply Model Development |
- | Development of thin & light LCD made possible by Flat Type Structure |
35) | 26-inch/30-inch IPS 102% Monitor Model Development |
- | Development of 26-inch/30-inch IPS Model that can realize 102% Wide Color Gamut |
36) | 2.4-inch Narrow Bezel for Mobile Display |
- | The borders on the left and right sides of this 2.4-inch qVGA-resolution (240RGB×320) LCD panel measure just 1mm each. This is approximately 50% thinner than most a-Si TFT LCD panels currently produced, which generally have borders measuring closer to 2mm |
37) | Development of 6-inch Electrophoretic Display Product (EDP) to be used in e-books (The first EPD product for LG Display) |
- | The first EDP to be developed and launched in the marketplace to be used in e-books, this 6-inch SVGA-resolution (800RGBX600) EDP will be supplied to SONY |
[Achievements in 2008]
38) | 42FHD Ultra-Slim LCD TV Development |
- | Development of 19.8mm depth ultra-slim 42-inch TV panel |
39) | 37FHD COF adoption LCD TV Development |
- | Cost reduction with TCP ® COF change: $2.4 (March 2008) |
40) | Scanning Backlight Technology Development |
- | Achieve 6ms MPRT from 8ms |
41) | 24WUXGA monitor model development applied RGB LED Backlight |
- | High color gamut (NTSC > 105%), Color depth (10bit) |
42) | 13.3" Notebook model development applied LED Backlight |
- | Thin & Light model development applied LED Backlight and COG Technology |
(Thickness 3.5mm, Weight 275g)
19
C. | Domestic Credit Rating |
Subject |
Month of Rating |
Credit Rating |
Rating Agency (Rating range) | |||
Corporate Debenture | March 2005 | AA- | National Information & Credit Evaluation, Inc. (AAA ~ D) | |||
June 2005 | AA- | |||||
June 2006 | AA- | |||||
December 2006 | A+ | |||||
June 2007 | A+ | |||||
March 2005 | AA- | Korea Investors Service, Inc. (AAA ~ D) | ||||
June 2005 | AA- | |||||
June 2006 | AA- | |||||
January 2007 | A+ | |||||
June 2007 | A+ | |||||
Commercial Paper | June 2005 | A1 | National Information & Credit Evaluation, Inc. (A1 ~ D) | |||
January 2006 | A1 | |||||
June 2006 | A1 | |||||
December 2006 | A1 | |||||
June 2007 | A1 | |||||
December 2007 | A1 | |||||
June 2006 | A1 | Korea Investors Service, Inc. (A1 ~ D) | ||||
January 2007 | A1 | |||||
June 2007 | A1 | |||||
December 2007 | A1 |
D. | Remuneration for directors in 2008 Q1 |
(Unit: In millions of Won ) | ||||||||
Classification |
Salary Paid |
Approved Salary at Shareholders Meeting |
Per Capita Average Salary Paid |
Remarks | ||||
Inside Directors (4 persons) |
1,180 | 13,400 |
295 | KRW 827 million of the performance-based bonus which was paid in the first quarter of 2008 is included. | ||||
Outside Directors (5 persons) |
75 | 15 | | |||||
* Period: January 1, 2008 ~ March 31, 2008 |
20
E. | Derivative contracts |
(1) | Foreign currency forward contracts |
(Unit: In millions) | ||||||||||||
Contracting party |
Selling position | Buying position | Contract foreign exchange rate |
Maturity date | Purpose | |||||||
ABN AMRO Bank and others |
US$ | 686 | (Won) | 650,713 | (Won)935.10:US$1 ~ (Won)995.60:US$1 |
April 1, 2008 ~ June 30, 2008 |
Hedge of fair value | |||||
BNP Paribas and others |
US$ | 944 | (Won) | 901,354 | (Won)935.60:US$1 ~ (Won)982.10:US$1 |
April 2, 2008 ~ October 16, 2008 |
Hedge of Cash flow |
(2) | Cross Currency Interest Rate Swap |
(Unit: In millions) | |||||||||||
Contracting party |
Contract Amount |
Contract interest rate |
Maturity date |
Purpose | |||||||
Kookmin Bank and others |
Buying position | US$ | 150 | August 29, 2011~ January 31.2012 |
3M Libor ~ 3M Libor+0.53% |
Hedge of Fair value & Cash flow | |||||
Selling position | (Won) | 143,269 | 4.54%~5.35% |
(3) | Interest Rate Swap |
(Unit: In millions) | |||||||||||
Contracting party |
Contract Amount |
Contract interest rate |
Maturity date |
Purpose | |||||||
Standard Chartered First Bank Korea |
US$ | 150 | Floating Rate Receipt | 6 Month Libor | May 21, 2009 ~ May 24, 2010 |
Hedge of Cash flow | |||||
Fixed Rate Payment | 5.375% ~ 5.644% |
(4) | Currency Option |
(Unit: In millions) | ||||||||||||
Contracting party |
USD Put Option Buying Position |
USD Call Option Selling Position |
Strike Price |
Maturity date | Purpose | |||||||
Citibank Korea and others |
US$ | 660 | US$ | 660 | (Won)932.00:US$1 ~ (Won) 961.95:US$1 |
April 8, 2008 ~ September 25, 2008 |
Hedge of fair value |
21
F. | Status of Equity Investment as of March 31, 2008 |
Company |
Total issued and outstanding shares |
Number of shares owned by us |
Ownership ratio |
||||
LG Display America, Inc. |
5,000,000 | 5,000,000 | 100 | % | |||
LG Display Japan Co., Ltd. |
1,900 | 1,900 | 100 | % | |||
LG Display Germany GmbH |
960,000 | 960,000 | 100 | % | |||
LG Display Taiwan Co., Ltd. |
11,550,000 | 11,549,994 | 100 | % | |||
LG Display Nanjing Co., Ltd. |
* | * | 100 | % | |||
LG Display Hong Kong Co., Ltd. |
115,000 | 115,000 | 100 | % | |||
LG.Philips LCD Shanghai Co., Ltd. |
* | * | 100 | % | |||
LG Display Poland Sp. zo.o. |
5,110,710 | 4,103,277 | 80 | % | |||
LG.Philips LCD Guangzhou Co., Ltd. |
* | * | 100 | % | |||
LG Display Shenzhen Co., Ltd. |
* | * | 100 | % | |||
Paju Electric Glass Co., Ltd. |
3,600,000 | 1,440,000 | 40 | % |
* | No shares have been issued in accordance with the local laws and regulations. |
8. | Subsequent Event. |
- | On April 7, 2008, the Company entered into a 50-50 joint venture agreement with Skyworth-RGB Electronics Co., Limited, to set up a research and development joint venture company. Both Skyworth-RGB Electronics Co., Limited and the Company agreed to invest RMB 25 million each in the joint venture company which is expected to be formed in the first half of 2008. The joint venture company will carry out product planning, design and development activities spanning from TFT-LCD modules to television sets with the purpose of providing televisions tailored to meet the needs of Chinese consumers. |
- | On May 2, 2008, the Company entered into equity investment agreement for strategic alliance with AVACO Co., Ltd., of which main business is manufacture and sale of equipment for flat panel display, to purchase 19.9% interest at the amount of KRW 6,173 million. |
- | On May 13, 2008, the Company entered into equity investment agreement for strategic alliance with TLI Inc, of which main business is Manufacture and sale of semiconductor components for flat panel display, to purchase 13% interest at the amount of KRW 14,074 million. |
22
LG DISPLAY CO., LTD.
(Formerly, LG.Philips LCD Co., Ltd.)
Non-Consolidated Financial Statements
(Unaudited)
March 31, 2008
(With Independent Accountants Review Report Thereon)
Page | ||
1 | ||
3 | ||
5 | ||
Non-Consolidated Statements of Changes in Stockholders Equity |
6 | |
7 | ||
9 |
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
Independent Accountants Review Report
Based on a report originally issued in Korean
To the Stockholders and Board of Directors
LG Display Co., Ltd.:
We have reviewed the accompanying non-consolidated balance sheet of LG Display Co., Ltd. (formerly LG.Philips LCD Co., Ltd.) (the Company) as of March 31, 2008, and the related non-consolidated statements of operations, changes in stockholders equity and cash flows for the three-month period ended March 31, 2008. These non-consolidated financial statements are the responsibility of the Companys management. Our responsibility is to issue a report on these financial statements based on our review. The accompanying non-consolidated statements of operations, changes in stockholders equity and cash flows for the three-month period ended March 31, 2007, presented for comparative purposes, were reviewed by Samil PricewaterhouseCoopers, whose report thereon dated April 24, 2007, stated that nothing had come to their attention that caused them to believe that these non-consolidated financial statements reviewed by them were not presented fairly, in all material respects, in accordance with accounting principles generally accepted in the Republic of Korea.
We conducted our review in accordance with the Review Standards for Semiannual Financial Statements established by the Securities and Futures Commission of the Republic of Korea. These Standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data and, thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the non-consolidated financial statements referred to above are not presented fairly, in all material respects, in accordance with accounting principles generally accepted in the Republic of Korea.
The non-consolidated balance sheet of the Company as of December 31, 2007 and the related non-consolidated statements of operations, appropriation of retained earnings, changes in stockholders equity and cash flows for the year then ended were audited by Samil PricewaterhouseCoopers and their report thereon, dated February 15, 2008, expressed an unqualified opinion. The accompanying non-consolidated balance sheet of the Company as of December 31, 2007, presented for comparative purposes, is not different from the above-stated non-consolidated balance sheet in all material respects.
As discussed in Note 2 (b) to the non-consolidated financial statements, accounting principles and review standards and their application in practice vary among countries. The accompanying non-consolidated financial statements are not intended to present the financial position, results of operations, changes in stockholders equity and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to review such non-consolidated financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying non-consolidated financial statements are for use by those knowledgeable about Korean accounting procedures and review standards and their application in practice.
1
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
/s/ KPMG Samjong Accounting Corp.
Seoul, Korea
April 18, 2008
This report is effective as of April 18, 2008, the review report date. Certain subsequent events or circumstances, which may occur between the review report date and the time of reading this report, could have a material impact on the accompanying non-consolidated financial statements and notes thereto. Accordingly, the readers of the review report should understand that there is a possibility that the above review report may have to be revised to reflect the impact of such subsequent events or circumstances, if any.
2
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.)
Non-Consolidated Balance Sheets
(Unaudited)
As at March 31, 2008 and December 31, 2007
In millions of Won, except share data | Note | 2008 | 2007 | ||||
Assets |
|||||||
Cash and cash equivalents |
(Won) | 947,842 | 1,109,749 | ||||
Short-term financial instruments |
1,980,000 | 785,000 | |||||
Available-for-sale securities |
3 | 64 | 63 | ||||
Trade accounts and notes receivable, less allowance for doubtful accounts of (Won)4,801 in 2008 and (Won)5,139 in 2007 |
4,17 | 2,344,660 | 2,462,946 | ||||
Other accounts receivable, net |
4 | 87,281 | 121,687 | ||||
Accrued income, net |
4 | 36,910 | 14,044 | ||||
Advance payments, net |
4 | 2,246 | 2,743 | ||||
Prepaid expenses |
72,041 | 33,475 | |||||
Prepaid value added tax |
111,008 | 94,564 | |||||
Deferred income tax assets, net |
12 | 333,108 | 330,277 | ||||
Inventories, net |
5 | 775,473 | 680,596 | ||||
Other current assets |
6,106 | 9,109 | |||||
Total current assets |
6,696,739 | 5,644,253 | |||||
Long-term financial instruments |
13 | 13 | |||||
Equity-method investments |
549,325 | 489,101 | |||||
Available-for-sale securities |
3 | 100,607 | | ||||
Property, plant, and equipment, net |
6 | 6,607,473 | 6,830,600 | ||||
Intangible assets, net |
115,253 | 111,530 | |||||
Long-term other receivables, net |
4 | 273 | 364 | ||||
Long-term prepaid expenses |
180,041 | 155,584 | |||||
Deferred income tax assets, net |
12 | 42,419 | 134,055 | ||||
Non-current guarantee deposits |
30,789 | 28,935 | |||||
Total non-current assets |
7,626,193 | 7,750,182 | |||||
Total assets |
(Won) | 14,322,932 | 13,394,435 | ||||
3
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.)
Non-Consolidated Balance Sheets (continued)
(Unaudited)
As at March 31, 2008 and December 31, 2007
In millions of Won, except share data | Note | 2008 | 2007 | ||||
Liabilities |
|||||||
Trade accounts payable and notes payable |
17 | (Won) | 1,037,972 | 980,566 | |||
Other accounts payable |
764,363 | 554,920 | |||||
Advances received |
10,022 | 12,360 | |||||
Withholdings |
3,173 | 6,726 | |||||
Accrued expenses |
143,047 | 172,270 | |||||
Income tax payable |
180,885 | 72,342 | |||||
Warranty reserve |
52,898 | 49,295 | |||||
Current portion of long-term debts and debentures |
7, 8 | 343,098 | 350,281 | ||||
Other current liabilities |
107,602 | 46,650 | |||||
Total current liabilities |
2,643,060 | 2,245,410 | |||||
Debentures, net of current portion and discounts on debentures |
7 | 1,975,715 | 1,998,147 | ||||
Long-term debts, net of current portion |
8 | 832,425 | 807,510 | ||||
Long-term accrued expenses |
9 | | 560 | ||||
Accrued severance benefits, net |
70,049 | 53,435 | |||||
Total non-current liabilities |
2,878,189 | 2,859,652 | |||||
Total liabilities |
5,521,249 | 5,105,062 | |||||
Stockholders equity |
|||||||
Common stock, (Won)5,000 par value. Authorized 500,000,000 shares: |
1,789,079 | 1,789,079 | |||||
Capital surplus |
2,311,071 | 2,311,071 | |||||
Accumulated other comprehensive income |
25,909 | 5,823 | |||||
Retained earnings |
4,675,624 | 4,183,400 | |||||
Total stockholders equity |
8,801,683 | 8,289,373 | |||||
Commitments and contingencies |
10 | ||||||
Total liabilities and stockholders equity |
(Won) | 14,322,932 | 13,394,435 | ||||
See accompanying notes to non-consolidated financial statements.
4
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.)
Non-Consolidated Statements of Operations
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won, except earnings per share | Note | 2008 | 2007 | |||||
Sales |
17, 18 | (Won) | 4,182,054 | 2,606,363 | ||||
Cost of sales |
14, 17 | 3,086,865 | 2,717,904 | |||||
Gross profit (loss) |
1,095,189 | (111,541 | ) | |||||
Selling and administrative expenses |
15 | 146,905 | 125,752 | |||||
Operating income (loss) |
948,284 | (237,293 | ) | |||||
Interest income |
38,477 | 7,368 | ||||||
Rental income |
846 | 1,007 | ||||||
Foreign exchange gains |
215,817 | 23,894 | ||||||
Gain on foreign currency translation |
84,949 | 3,066 | ||||||
Equity in gain of equity method accounted investees |
21,832 | 16,090 | ||||||
Gain on disposal of property, plant and equipment |
277 | 1,501 | ||||||
Commission earned |
17 | 2,128 | 5,970 | |||||
Reversal of allowance for doubtful accounts |
4 | 469 | | |||||
Gains on bond retirement |
16 | | ||||||
Miscellaneous income |
6,580 | 2,280 | ||||||
Non-operating income |
371,391 | 61,176 | ||||||
Interest expenses |
33,140 | 44,286 | ||||||
Foreign exchange losses |
167,239 | 13,794 | ||||||
Loss on foreign currency translation |
123,668 | 13,468 | ||||||
Donations |
323 | 1 | ||||||
Loss on disposal of trade accounts and notes receivable |
2,801 | 1,836 | ||||||
Equity in loss of equity method accounted investees |
14,386 | 1,873 | ||||||
Loss on disposal of property, plant and equipment |
485 | 3 | ||||||
Loss on bond retirement |
13 | | ||||||
Non-operating expenses |
342,055 | 75,261 | ||||||
Income (loss) before income taxes |
977,620 | (251,378 | ) | |||||
Income taxes (benefit) |
12 | 217,034 | (82,779 | ) | ||||
Net income (loss) |
(Won) | 760,586 | (168,599 | ) | ||||
Earnings (loss) per share |
16 | |||||||
Basic earnings (loss) per share |
2,126 | (471 | ) | |||||
Diluted earnings (loss) per share |
2,078 | (471 | ) | |||||
See accompanying notes to non-consolidated financial statements.
5
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.)
Non-Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won | Note | Capital Stock | Additional paid-in capital |
Accumulated other comprehensive income |
Retained earnings |
Total | ||||||||||
Balances at January 1, 2007 |
(Won) | 1,789,079 | 2,275,172 | (13,948 | ) | 2,839,373 | 6,889,676 | |||||||||
Net loss |
| | | (168,599 | ) | (168,599 | ) | |||||||||
Change in equity arising from application of equity method |
13 | | | 8,917 | | 8,917 | ||||||||||
Effective portion of gain on valuation of cash flow hedges |
11, 13 | | | (17,412 | ) | | (17,412 | ) | ||||||||
Effective portion of loss on valuation of cash flow hedges |
11, 13 | | | 299 | | 299 | ||||||||||
Balances at March 31, 2007 |
1,789,079 | 2,275,172 | (22,144 | ) | 2,670,774 | 6,712,881 | ||||||||||
Balances at January 1, 2008 |
1,789,079 | 2,311,071 | 5,823 | 4,183,400 | 8,289,373 | |||||||||||
Net income |
| | | 760,586 | 760,586 | |||||||||||
Cash dividend |
| | | (268,362 | ) | (268,362 | ) | |||||||||
Change in equity arising from application of equity method |
13 | | | 39,869 | | 39,869 | ||||||||||
Change in fair value of available-for-sale securities |
3, 13 | | | 3,160 | | 3,160 | ||||||||||
Effective portion of gain on valuation of cash flow hedges |
11, 13 | | | (1,498 | ) | | (1,498 | ) | ||||||||
Effective portion of loss on valuation of cash flow hedges |
11, 13 | | | (21,445 | ) | | (21,445 | ) | ||||||||
Balances at March 31, 2008 |
(Won) | 1,789,079 | 2,311,071 | 25,909 | 4,675,624 | 8,801,683 | ||||||||||
See accompanying notes to non-consolidated financial statements.
6
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.)
Non-Consolidated Statements of Cash Flows
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won | Note | 2008 | 2007 | ||||||
Cash flows provided by operating activities: |
|||||||||
Net income (loss) |
(Won) | 760,586 | (168,599 | ) | |||||
Adjustments for: |
|||||||||
Depreciation |
626,877 | 680,966 | |||||||
Amortization of intangible assets |
12,327 | 11,192 | |||||||
Loss (gain) on disposal of property, plant and equipment, net |
208 | (1,498 | ) | ||||||
Gain on foreign currency translation, net |
38,751 | 10,432 | |||||||
Amortization of discount on debentures, net |
7,686 | 8,494 | |||||||
Gain on redemption of debentures, net |
(3 | ) | | ||||||
Provision for warranty reserve |
2,915 | 12,472 | |||||||
Provision for severance benefits |
20,299 | 18,323 | |||||||
Gain on valuation of equity method investments, net |
(7,446 | ) | (14,217 | ) | |||||
Stock compensation cost |
(560 | ) | | ||||||
701,054 | 726,164 | ||||||||
Changes in operating assets and liabilities: |
|||||||||
Decrease (increase) in trade accounts receivable and notes receivable |
178,269 | 64,400 | |||||||
Decrease (increase) in inventories |
(94,877 | ) | (95,987 | ) | |||||
Decrease (increase) in other accounts receivable |
44,800 | (436 | ) | ||||||
Decrease (increase) in accrued income |
(22,866 | ) | (1,218 | ) | |||||
Decrease (increase) in advance payments |
497 | 883 | |||||||
Decrease (increase) in prepaid expenses |
(31,250 | ) | (61,103 | ) | |||||
Decrease (increase) in prepaid value added tax |
(10,146 | ) | 23,727 | ||||||
Decrease (increase) in current deferred income tax |
5,871 | | |||||||
Decrease (increase) in other current assets |
6,486 | 3,124 | |||||||
Decrease (increase) in long-term prepaid expenses |
(31,772 | ) | (44,726 | ) | |||||
Decrease (increase) in long-term other account receivable |
91 | | |||||||
Decrease (increase) in non-current deferred income tax |
66,803 | (82,780 | ) | ||||||
Increase (decrease) in trade accounts and notes payable |
43,169 | (53,172 | ) | ||||||
Increase (decrease) in other accounts and notes payable |
(41,376 | ) | 40,928 | ||||||
Increase (decrease) in advances received |
(2,338 | ) | 2,266 | ||||||
Increase (decrease) in withholdings |
(3,554 | ) | (1,863 | ) | |||||
Increase (decrease) in accrued expenses |
(29,223 | ) | (2,278 | ) | |||||
Increase (decrease) in income tax payable |
108,543 | | |||||||
Increase (decrease) in warranty reserve |
688 | (8,786 | ) | ||||||
Increase (decrease) in other current liabilities |
(22,185 | ) | (4,880 | ) | |||||
Accrued severance benefits transferred from affiliated company, net |
1,663 | 1,956 | |||||||
Payment of severance benefits |
(5,587 | ) | (6,390 | ) | |||||
Increase (decrease) in severance insurance deposits |
223 | (181 | ) | ||||||
Increase (decrease) in contribution to National Pension Fund |
16 | (7 | ) | ||||||
161,945 | (226,523 | ) | |||||||
Net cash provided by operating activities |
(Won) | 1,623,585 | 331,042 | ||||||
7
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.)
Non-Consolidated Statements of Cash Flows (continued)
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won | Note | 2008 | 2007 | ||||||
Cash flows from investing activities: |
|||||||||
Proceeds from disposal of short-term financial instruments |
(Won) | 50,000 | | ||||||
Acquisition of short-term financial instruments |
(1,245,000 | ) | | ||||||
Acquisitions of available-for-sale securities |
(96,250 | ) | | ||||||
Cash dividend received |
4,965 | | |||||||
Acquisitions of equity method securities |
| (55,170 | ) | ||||||
Proceeds from disposal of property, plant and equipment |
815 | 14,274 | |||||||
Acquisitions of property, plant and equipment |
(162,521 | ) | (404,041 | ) | |||||
Acquisition of intangible assets |
(10,793 | ) | (2,057 | ) | |||||
Refund of non-current guarantee deposits |
2 | | |||||||
Payments of non-current guarantee deposits |
(1,856 | ) | (21 | ) | |||||
Net cash used in investing activities |
(1,460,638 | ) | (447,015 | ) | |||||
Cash flows from financing activities: |
|||||||||
Proceeds from issuance of long-term debts |
| 273,014 | |||||||
Repayment of current portion of long-term debts |
(26,670 | ) | (19,633 | ) | |||||
Early redemption of debentures |
(29,822 | ) | | ||||||
Payment of cash dividend |
(268,362 | ) | | ||||||
Net cash provided by (used in) financing activities |
(324,854 | ) | 253,381 | ||||||
Net increase (decrease) in cash and cash equivalents |
(161,907 | ) | 137,408 | ||||||
Cash and cash equivalents at beginning of period |
1,109,749 | 788,066 | |||||||
Cash and cash equivalents at end of period |
(Won) | 947,842 | 925,474 | ||||||
See accompanying notes to non-consolidated financial statements.
8
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
1 | Organization and Description of Business |
LG Display Co., Ltd. (formerly LG.Philips LCD Co., Ltd.) (the Company) was incorporated in 1985 under its original name of LG Soft, Ltd. In 1998, LG Electronics and LG Semicon transferred their respective TFT-LCD-related business to the Company and its main business is manufacture and sale of Thin Film Transistor Liquid Crystal Display (TFT-LCD). In July, 1999, LG Electronics Inc., which held 100% of ownership of the Company then, 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 from LG.Philips LCD Co., Ltd. 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 share interest in the Company and the possibility of its business expansion to Organic Light Emitting Diode (OLED) and Flexible Display products. The share interest of Philips decreased, due to the disposition of shares, from 19.9% (71,225 thousand shares) to 13.2% (47,225 thousand shares) as of March 31, 2008.
As of March 31, 2008, the Companys LCD Research & Development Center is located in Anyang, TFT-LCD manufacturing plants are located in Gumi and Paju and OLED manufacturing plant is located in Gumi. The Companys overseas subsidiaries are located in the United States of America, Europe and Asia.
2 | Summary of Significant Accounting Policies and Basis of Presenting Financial Statements |
(a) | Significant Accounting Policies |
The significant accounting policies followed by the Company in the preparation of its interim non-consolidated financial statements are same as those followed by the Company in its preparation of annual non-consolidated financial statements as of December 31, 2007 except for the application of the Statements of Korea Accounting Standard No. 2, Interim Financial Reporting.
(b) | Basis of Presenting Financial Statements |
The Company maintains its accounting records in Korean Won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these non-consolidated financial statements are intended for use only by those who are informed about Korean accounting principles and practices. The accompanying non-consolidated financial statements have been translated into English from the Korean language non-consolidated financial statements.
9
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
3 | Available-For-Sale Securities |
Available-for-sale securities as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | Acquisition Cost |
Fair value | Book value | ||||||
2008 | 2007 | ||||||||
Equity securities |
|||||||||
HannStar Display Corporation(*) |
(Won) | 96,249 | 100,607 | 100,607 | | ||||
Debt securities |
|||||||||
Government bonds |
64 | 64 | 64 | 63 | |||||
(Won) | 96,313 | 100,671 | 100,671 | 63 | |||||
(*) | The Company purchased 180 million shares of non-voting mandatorily redeemable convertible preferred stock. The preferred stocks are convertible into common stocks of HannStar Display Corporation at a ratio of 1:1 at the option of the Company from issue date (February 28, 2008) to maturity (February 28, 2011). |
The Company has a put option for total or partial cash redemption of convertible preferred stocks during the period between 18 months from issuance to 91 days prior to maturity and the issuer has a call option to repay, in cash, total preferred stocks during the period between 2 years from issuance to 90 days prior to maturity.
The abovementioned convertible preferred stocks have been privately issued under the Taiwanese Law, which restricts the sale of the preferred stocks and the stocks acquired through conversion are not to be traded in the Taiwanese stock exchange until the original maturity of the preferred stocks.
4 | Receivables |
The Companys receivables, including trade accounts and notes receivable as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | 2008 | ||||||
Gross amount | Allowance for doubtful accounts |
Book value | |||||
Trade accounts and notes receivable |
(Won) | 2,349,461 | 4,801 | 2,344,660 | |||
Other accounts receivable |
88,155 | 874 | 87,281 | ||||
Accrued income |
37,283 | 373 | 36,910 | ||||
Advance payments |
2,269 | 23 | 2,246 | ||||
Long-term other receivable |
276 | 3 | 273 |
10
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
4 | Receivables, Continued |
In millions of Won | 2007 | ||||||
Gross amount | Allowance for doubtful accounts |
Book value | |||||
Trade accounts and notes receivable |
(Won) | 2,468,085 | 5,139 | 2,462,946 | |||
Other accounts receivable |
122,917 | 1,230 | 121,687 | ||||
Accrued income |
14,186 | 142 | 14,044 | ||||
Advance payments |
2,771 | 28 | 2,743 | ||||
Long-term other accounts receivable |
368 | 4 | 364 |
As of March 31, 2008, certain trade accounts and notes receivable arising from export sales were sold to financial institutions of which the trade accounts receivable amounting to (Won)581,926 million are current. For the three-month periods ended March 31, 2008 and 2007, the Company recognized (Won)2,801 million and (Won)1,836 million as loss on disposition of trade accounts and notes receivable, respectively.
5 | Inventories |
Inventories as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | 2008 | ||||||
Gross amount | Valuation loss | Book value | |||||
Finished goods |
(Won) | 340,791 | 4,497 | 336,294 | |||
Merchandise |
5,261 | | 5,261 | ||||
Work-in-process |
282,433 | 9,637 | 272,796 | ||||
Raw materials |
118,897 | 2,924 | 115,973 | ||||
Supplies |
72,344 | 27,195 | 45,149 | ||||
(Won) | 819,726 | 44,253 | 775,473 | ||||
In millions of Won | 2007 | ||||||
Gross amount | Valuation loss | Book value | |||||
Finished goods |
(Won) | 315,363 | 4,388 | 310,975 | |||
Work-in-process |
216,258 | 7,590 | 208,668 | ||||
Raw materials |
110,652 | 2,604 | 108,048 | ||||
Supplies |
78,936 | 26,031 | 52,905 | ||||
(Won) | 721,209 | 40,613 | 680,596 | ||||
11
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
6 | Property, Plant and Equipment |
Property, plant and equipment as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | 2008 | 2007 | |||||
Acquisition cost: |
|||||||
Land |
(Won) | 357,010 | 314,550 | ||||
Buildings |
1,991,770 | 1,990,142 | |||||
Structures |
171,000 | 171,018 | |||||
Machinery and equipment |
14,236,570 | 14,220,650 | |||||
Tools |
115,580 | 115,943 | |||||
Furniture and fixtures |
439,162 | 436,509 | |||||
Vehicles |
10,225 | 10,291 | |||||
Others |
8,509 | 8,509 | |||||
Machinery-in-transit |
92,862 | 19,043 | |||||
Construction-in-progress |
993,998 | 739,579 | |||||
18,416,686 | 18,026,234 | ||||||
Less accumulated depreciation |
(11,806,360 | ) | (11,176,588 | ) | |||
Less accumulated impairment loss |
| (16,139 | ) | ||||
Less government subsidies |
(2,853 | ) | (2,907 | ) | |||
Property, plant and equipment, net |
(Won) | 6,607,473 | 6,830,600 | ||||
The Company capitalizes the interest expense and loss on foreign currency translation incurred on borrowings used to finance the cost of constructing facilities and equipment. Capitalized loss on foreign currency translation and interest expenses for the three-month period ended March 31, 2008 and the year ended December 31, 2007, amount to (Won)8,351 million (Won)25,217 million, respectively.
12
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
7 | Debentures |
(a) | Details of debentures issued by the Company as of March 31, 2008 and December 31, 2007 are as follows: |
In millions of Won | Maturity | Annual interest rate |
2008 | 2007 | |||||||
Local currency debentures |
|||||||||||
Public debentures |
October 2008 ~ March 2010 |
3.50 ~ 5.00% | (Won) | 1,150,000 | 1,180,000 | ||||||
Private debentures |
December 2010 ~ June 2011 |
5.30 ~ 5.89% | 600,000 | 600,000 | |||||||
Less discount on debentures |
(7,963 | ) | (9,526 | ) | |||||||
Less current portion of long-term debt |
(249,401 | ) | (249,110 | ) | |||||||
1,492,636 | 1,521,364 | ||||||||||
Foreign currency debentures |
|||||||||||
Convertible bond |
April 2012 | zero coupon | 511,555 | 511,555 | |||||||
Less discount on debentures |
(2,120 | ) | (2,237 | ) | |||||||
Less conversion right adjustment |
(112,144 | ) | (118,323 | ) | |||||||
Add call premium |
85,788 | 85,788 | |||||||||
483,079 | 476,783 | ||||||||||
(Won) | 1,975,715 | 1,998,147 | |||||||||
The Company has redeemed local currency debentures amounting to (Won)30,000 million for the three-month period ended March 31, 2008. As a result, the Company recognized gain and loss on redemption of debentures (Won)16 million and (Won)13 million respectively.
(b) | Details of the convertible bond as of March 31, 2008 are as follows: |
Terms and Conditions | ||
Issue date |
April 18, 2007 | |
Maturity date |
April 18, 2012 | |
Convertible period |
April 19, 2008 ~ April 3, 2012 | |
Conversion price in Won |
(Won)48,760 | |
Issued amount |
USD 550 million |
The bond will be repaid at 116.77% of their principal amount at maturity unless the put option of bondholders are exercised in which case the bondholders will be repaid at 109.75% of their principal amount on April 18, 2010.
The Company is entitled to exercise a call option after three years from the date of issue at the amount of the principal and interests, calculated at 3.125% of the annual yield to maturity, from the issue date to the repayment date. The call option can be exercised only when the market price of the common shares on each of 20 trading days in 30 consecutive trading days ending on the trading day immediately prior to the date upon which notice of such redemption is published exceeds at least 130% of the conversion price. In addition, in the event that at least 90% of the initial principal amount of the bonds has been redeemed, converted, or purchased and cancelled, the remaining bonds may also be redeemed, at the Companys option, at the amount of the principal and interests from the date of issue to the repayment date prior to their maturity.
13
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
7 | Debentures, Continued |
Based on the terms and conditions of the bond, the conversion price was decreased from (Won)49,070 to (Won)48,760 per share due to payment of cash dividends of (Won)750 per share for the year ended December 31, 2007. The number of common shares to be issued if the outstanding convertible bonds are fully converted is as follows:
In Won and share | 2008 | 2007 | |||
Convertible bond amount (*) |
(Won) | 513,480,000,000 | 513,480,000,000 | ||
Conversion price |
(Won) | 48,760 | 49,070 | ||
Common shares to be issued |
10,530,762 | 10,464,234 |
(*) | The exchange rate for the conversion is fixed at (Won)933,6 to USD 1. |
(c) | Aggregate maturities of the Companys debentures as of March 31, 2008 are as follows: |
In millions of Won
Period |
Debentures | Convertible bonds | Total | ||||
Before March 2009 |
(Won) | 250,000 | | 250,000 | |||
Before March 2010 |
500,000 | | 500,000 | ||||
Before March 2011 |
600,000 | | 600,000 | ||||
Before March 2012 |
400,000 | | 400,000 | ||||
After April 2012 |
| 511,555 | 511,555 | ||||
(Won) | 1,750,000 | 511,555 | 2,261,555 | ||||
In the above schedule, it was assumed that the convertible bonds will be repaid in full at maturity.
8 | Long-Term Debts |
(a) | Long-term debts as of March 31, 2008 and December 31, 2007 are as follows: |
In millions of Won
Lender |
Annual interest rate | 2008 | 2007 | ||||||
Local currency loans |
|||||||||
Korea Development Bank (KDB) and others |
5.88 ~ 6.08%, KDB reference |
(Won) | 89,483 | 109,117 | |||||
Shinhan Bank |
4.75%, Interest rate of 3 |
18,982 | 18,982 | ||||||
Less current portion of long-term debt |
(59,483 | ) | (61,767 | ) | |||||
(Won) | 48,982 | 66,332 | |||||||
14
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
8 | Long-Term Debts, Continued |
In millions of Won
Lender |
Annual interest rate * |
2008 | 2007 | ||||||
Foreign currency loans |
|||||||||
The Export-Import Bank of Korea |
6ML+0.69 ~ 1.20% | (Won) | 61,486 | 58,168 | |||||
Korea Development Bank |
3ML+0.66 ~ 1.35% | 161,151 | 159,494 | ||||||
Kookmin Bank and others |
3ML+0.35 ~ 0.53% 6ML+0.41 % |
595,020 | 562,920 | ||||||
Less current portion of long-term debt |
(34,214 | ) | (39,404 | ) | |||||
(Won) | 783,443 | 741,178 | |||||||
* | ML stands for Monthly LIBOR (London Inter-Bank Offered Rates). |
(b) | Aggregate maturities of the Companys long-term debts as of March 31, 2008 are as follows: |
In millions of Won
Period |
Local currency loans |
Foreign currency loans |
Total | ||||
Before March 2009 |
(Won) | 59,483 | 34,214 | 93,697 | |||
Before March 2010 |
30,902 | | 30,902 | ||||
Before March 2011 |
3,021 | 9,917 | 12,938 | ||||
Before March 2012 |
3,796 | 743,775 | 747,571 | ||||
After April 2012 |
11,263 | 29,751 | 41,014 | ||||
(Won) | 108,465 | 817,657 | 926,122 | ||||
9 | Share-Based Payments |
(a) | The terms and conditions of grants as of March 31, 2008 are as follows: |
Descriptions | ||
Settlement method |
Cash settlement | |
Type of arrangement |
Stock appreciation rights (granted to senior executive) | |
Date of grant |
April 7, 2005 | |
Weighted-average exercise price (*1) |
(Won)44,050 | |
Number of rights granted |
450,000 | |
Number of rights cancelled (*2) |
230,000 | |
Number of rights outstanding (*3) |
220,000 | |
Exercise period |
From April 8, 2008 to April 7, 2012 | |
Vesting conditions |
Two years of service from the date of grant |
(*1) | The exercise price at the grant date was (Won)44,260 per stock appreciation rights (SARs). However, the exercise price was subsequently adjusted to (Won)44,050 due to additional issuance of common shares in 2005. |
(*2) | The SARs were cancelled in connection with senior executives leaving the Company before meeting the vesting requirement. |
(*3) | If the increase rate of the Companys share price is equal or less than that of the Korea Composite Stock Price Index (KOSPI) over the three-year period following the grant date, only 50% of the initially granted SARs are exercisable. The actual increase rate of the Companys share price for the three-year period ending April 7, 2008, was less than that of the KOSPI for the three-year period. As a result, only 50% of the SARs are exercisable. |
15
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
9 | Share-Based Payments, Continued |
(b) | The changes in the number of share options outstanding for the three-month period ended March 31, 2008 and for the year ended December 31, 2007 are as follows: |
Stock appreciation rights | ||||
In share | 2008 | 2007 | ||
Balance at beginning of period |
220,000 | 260,000 | ||
Cancelled |
| 40,000 | ||
Outstanding at end of period |
220,000 | 220,000 | ||
Exercisable at March 31, 2008 |
| |
(c) | The Company reversed accumulated stock compensation cost of (Won)560 million for the three-month period ended March 31, 2008 as the market price of the Companys common share was less than the exercise price of a SAR. |
10 | Commitments and Contingencies |
(a) | Commitments |
Overdraft agreements and credit facility agreement
As of March 31, 2008, the Company has bank overdraft agreements with Woori Bank and other various banks amounting to (Won)59,000 million and has a revolving credit facility agreement with Shinhan Bank and several other banks totaling (Won)100,000 million and USD100 million.
Factoring and securitization of accounts receivable
As of March 31, 2008, the Company has agreements with several banks for U.S. dollar denominated accounts receivable negotiating facilities of up to an aggregate of USD1,313.5 million.
In October 2006, LG Display America, Inc., LG Display Germany GmbH, LG.Philips LCD Shanghai Co., Ltd. and LG Display Hong Kong Co., Ltd., entered into a five-year accounts receivable selling program with Standard Chartered Bank, selling accounts receivable on a revolving basis, of up to USD600 million. The Company joined this program in April 2007. For the three-month period ended March 31, 2008, no accounts receivable were sold.
16
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
10 | Commitments and Contingencies, Continued |
Letters of credit
The Company has letters of credit facilities with several banks amounting to (Won)90,000 million and USD35.5 million.
Payment guarantees
The Company receives repayment guarantees from ABN AMRO Bank amounting to USD8.5 million relating to tax payments in Poland. As of March 31, 2008, the Company entered into a payment guarantee agreement with a syndicate of banks including Kookmin Bank and Societe Generale in connection with a EUR70 million term loan credit facility of LG Display Poland Sp. zo.o.
License agreements
As of March 31, 2008, in relation to its TFT-LCD business, the Company has technical license agreements with Hitachi, Ltd., and others, and has trademark license agreements with LG Corporation and Koninklijke Philips Electronics N.V.
Rental Contract with LG Electronics Inc.
On January 1, 2008, the AM-OLED business was transferred from LG Electronics Inc., to the Company and the Company entered into an annual contract to rent manufacturing facilities (land, buildings and machinery) from LG Electronics Inc.
(b) | Contingencies |
As of March 31, 2008, the Company is involved in several legal proceedings and claims arising in the ordinary course of business. The Companys management does not expect that the outcome in these legal proceedings and claims, individually or collectively, will have any material adverse effect on the Companys financial condition, results of operations or cash flows.
Patent infringement lawsuit against Chi Mei Optoelectronics Corp., and others
On December 1, 2006, the Company filed a complaint against Chi Mei Optoelectronics Corp., AU Optronics Corp., Tatung Company and ViewSonic Corp., alleging patent infringement related to liquid crystal display and manufacturing process for TFT-LCDs in the United States District Court for the District of Delaware. On March 8, 2007, AU Optronics Corp. countersued the Company in the United States District Court for the Western District of Wisconsin, but the case was transferred to the United States District Court for the District of Delaware due to the Companys motion to transfer. On May 4, 2007, Chi Mei Optoelectronics Co. countersued the Company for patent infringement in the United States District Court for the Eastern District of Texas, but, on March 31, 2008, the suit was transferred to the United States District Court for the District of Delaware according to the Companys motion to transfer.
17
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
10 | Commitments and Contingencies, Continued |
Settlement of lawsuits with Tatung Co., and ViewSonic Corp.
On December 6, 2007, the Company and Tatung Co. signed a settlement agreement regarding the dismissal of pending claims. On January 19, 2008, the Company and ViewSonic Corp. signed a settlement agreement regarding the dismissal of pending claims.
Intervention in Positive Technologies, Incs patent infringement lawsuit
On April 14, 2006, Positive Technologies, Inc. filed a complaint in the United States District Court for the Eastern District of Texas against, among others, several of the Companys customers, including BenQ America Corp., Hitachi America Ltd., Panasonic Corp. of North America, Philips Electronics North America Corp. and Toshiba America, Inc. for alleged infringement of two of its patents relating to LCD displays. Positive Technologies, Inc. is seeking, among other things, damages for past infringement. On March 7, 2007, the United States District Court for the Eastern District of Texas granted the Companys intervention in the patent infringement case brought by Positive Technologies, Inc.
Anvik Corporations lawsuit of infringement of patent
On February 2, 2007, Anvik Corporation filed a patent infringement case against the Company, along with other LCD manufacturing companies, in connection with the usage of photo-masking equipment manufactured by Nikon Corporation.
Investigation on anti-competitive activities by authorities in Korea, Japan and U.S.
The Company is currently under investigation by the fair trade or antitrust authorities in Korea, Japan, U.S. and other markets with respect to possible anti-competitive activities in the LCD industry. As of March 31, 2008, the Company, along with a number of other companies in the LCD industry, has been named as defendants in a number of purported federal class actions in the United States alleging that the defendants violated the antitrust laws in connection with the sale of LCD panels. In February 2007, the Company and certain of its officers and directors have been named as defendants in a federal class action in the United States by the shareholders of the Company alleging violations of the U.S. Securities Exchange Act of 1934, as amended, by the Company and certain of its officers and directors in connection with possible anti-competitive activities in the LCD industry.
18
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
11 | Derivative Instruments |
(a) | Details of derivative instruments as of March 31, 2008 are as follows: |
Hedging purpose |
Derivative instrument | |
Hedge of fair value | Foreign Currency Forwards | |
Range Forward Options | ||
Hedge of cash flows | Foreign Currency Forwards | |
Cross Currency Swap | ||
Interest Rate Swap |
(b) | Hedge of fair value |
The Company enters into foreign currency forward and range forward option contracts to manage the exposure to changes in currency exchange rates of foreign currency denominated accounts receivable and accounts payable in accordance with its foreign currency risk management policy. Accounts receivable and accounts payable approximate fair value and accordingly hedge accounting is not applied for these transactions.
(i) Foreign Currency Forwards
Details of foreign currency forwards outstanding as of March 31, 2008 are as follows:
In millions of Won and thousands of USD, except forward rate and maturity date | |||||||||||
Bank |
Maturity date |
Selling | Buying | Forward rate | |||||||
ABN AMRO Bank and others |
April 1, 2008 ~ June 30, 2008 |
USD | 686,000 | (Won) | 650,713 | (Won) (Won) |
935.10 ~ 995.60:USD1 |
(ii) Range Forward Option
Details of range forward option outstanding as of March 31, 2008 are as follows:
In millions of Won and thousands of USD, except forward rate and maturity date | |||||||||||
Bank |
Maturity date | Selling | Buying | Forward rate | |||||||
Citi Bank and others |
April 8, 2008 ~ September 25, 2008 |
USD | 660,000 | USD | 660,000 | (Won) (Won) |
932.00~ 961.95:USD1 |
(iii) Unrealized gains and losses related to hedge of fair value as of March 31, 2008 are as follows:
In millions of Won | |||||
Type |
Unrealized gains | Unrealized losses | |||
Foreign Currency Forwards |
(Won) | 64 | 29,181 | ||
Range Forward Option |
| 26,915 |
The unrealized gains and losses are included in other current assets and liabilities and are charged to operations for the three-month period ended March 31, 2008.
19
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
11 | Derivative Instruments, Continued |
(c) | Hedge of cash flows |
The Company enters into foreign currency forward contracts to manage the exposure to changes in currency exchange rates of cash flows related to purchase of raw materials and sale of products in accordance with its foreign currency risk management policy. In addition, the Company entered into cross currency swap contracts to manage the exposure to changes in currency exchange rates to manage the exposure to changes in interest rates related to floating rate notes.
(i) Foreign Currency Forwards
Details of foreign currency forwards outstanding as of March 31, 2008 are as follows:
In millions of Won and thousands of USD, except forward rate and maturity date | |||||||||||
Bank |
Maturity date | Selling | Buying | Forward rate | |||||||
BNP PARIBAS Bank and others |
April 2, 2008 ~ October 16, 2008 |
USD | 943,500 | (Won) | 901,354 | (Won) (Won) |
935.60 ~ 982.10:USD1 |
Net unrealized gains and losses, net of related taxes, incurred relating to cash flow hedges from forecasted exports and the purchase of materials, were recorded as accumulated other comprehensive income. Unrealized gains and losses from the contracts that did not meet the requirements for a cash flow hedge were charged to operations as foreign currency translation gains and losses.
The unrealized gains and losses recorded net of tax under accumulated other comprehensive income, are expected to be recognized as realized gain and loss within the next twelve months.
(ii) Cross Currency Swap
In millions of Won and thousands of USD, except forward rate and maturity date | ||||||||||||
Bank |
Maturity date | Selling | Buying | Contract rate | ||||||||
Kookmin Bank and others |
August 29, 2011 ~ January 31, 2012 |
(Won) |
143,269 |
USD
|
150,000 |
Accept floating rate Pay fixed rate |
3M LIBOR ~ 3M LIBOR+0.53% 4.54% ~ 5.35% |
Net unrealized gains and losses, net of related taxes, incurred relating to cash flow hedges from foreign currency loans, were recorded as accumulated other comprehensive income. Unrealized gains and losses from the contracts that did not meet the requirements for a cash flow hedge were charged to operations as foreign currency translation gains and losses.
In relation to the abovementioned cross currency swap, losses amounting to (Won)3,025 million, recorded net of tax under accumulated other comprehensive income, are expected to be charged to operation as gain and loss within the next twelve months.
20
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
11 | Derivative Instruments, Continued |
(iii) Interest Rate Swap
In thousands USD, except forward rate and maturity date | |||||||||
Bank |
Maturity date | Contract amount | Contract rate | ||||||
SC First Bank |
May 21, 2009 ~ May 24, 2010 |
USD | 150,000 | Accept floating rate Pay fixed rate |
6M LIBOR
5.375% - 5.644% |
Net unrealized gains and losses, net of related taxes, incurred relating to cash flow hedges from foreign currency loans, were recorded as accumulated other comprehensive income.
In relation to the abovementioned interest rate swap, losses amounting to (Won)2,708 million, recorded net of tax under accumulated other comprehensive income, are expected to be charged to operation as gain and loss within the next twelve months.
(iv) Unrealized gains and losses related to hedge of cash flows for the three-month period ended March 31, 2008 are as follows:
In millions of Won | |||||||
Type |
Unrealized gains |
Unrealized losses |
Cash flow hedge requirements | ||||
Foreign currency forwards |
(Won) | | 16,086 | Fulfilled | |||
Cross currency swap |
| 21,560 | Fulfilled | ||||
Cross currency swap |
8,025 | | Not fulfilled | ||||
Interest rate swap |
| 13,861 | Fulfilled |
(c) | Realized gains and losses related to derivative instruments for the three-month period ended March 31, 2008 are as follows: |
Hedge purpose |
Type | Transaction gains |
Transaction losses | ||||
Cash flow hedge |
Cross currency swap | (Won) | 145 | | |||
Cash flow hedge |
Foreign currency forwards | 3,494 | 22,682 | ||||
Fair value hedge |
Foreign currency forwards | 4,732 | 21,408 | ||||
Fair value hedge |
Range forward option | 2,441 | 9,608 |
The transaction gains and losses are charged to operations for the three-month period ended March 31, 2008.
21
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
12 | Income Taxes |
(a) | Income tax expense for the three-month period ended March 31, 2008 is as follows: |
In millions of Won | 2008 | |||
Current income taxes |
(Won) | 144,359 | ||
Changes in deferred income taxes from temporary differences |
13,346 | |||
Changes in deferred income taxes from tax credit |
75,459 | |||
Changes in deferred income taxes charged directly to stockholders equity |
(16,130 | ) | ||
Income tax expense |
(Won) | 217,034 | ||
(b) | Changes in accumulated temporary differences for the three-month period ended March 31, 2008 are as follows: |
In millions of Won | January 1, 2008 | Increase (decrease) | March 31, 2008 | |||||||
Inventories |
(Won) | 22,860 | 20,245 | 43,105 | ||||||
Equity method investments |
(50,579 | ) | (50,744 | ) | (101,323 | ) | ||||
Derivatives |
15,561 | 32,446 | 48,007 | |||||||
Property, plant and equipment |
176,626 | 4,040 | 180,666 | |||||||
Warranty reserve |
49,295 | 3,603 | 52,898 | |||||||
Others |
(4,724 | ) | (10,837 | ) | (15,561 | ) | ||||
(Won) | 209,039 | (1,247 | ) | 207,792 | ||||||
(c) | Changes in deferred income tax assets (liabilities) for the three-month period ended March 31, 2008 are as follows: |
In millions of Won | January 1, 2008 |
Increase (decrease) |
March 31, 2008 |
Current | Non- Current |
|||||||||||
Inventories |
(Won) | 5,726 | 6,128 | 11,854 | 11,854 | | ||||||||||
Equity method investments |
(13,960 | ) | (13,904 | ) | (27,864 | ) | | (27,864 | ) | |||||||
Derivatives |
3,898 | 9,304 | 13,202 | 13,202 | | |||||||||||
Property, plant and equipment |
47,713 | 1,970 | 49,683 | | 49,683 | |||||||||||
Warranty reserve |
12,348 | 2,199 | 14,547 | 14,547 | | |||||||||||
Others |
(1,366 | ) | (2,913 | ) | (4,279 | ) | (7,154 | ) | 2,875 | |||||||
Total |
54,359 | 2,784 | 57,143 | 32,449 | 24,694 | |||||||||||
Deferred income taxes added to shareholders equity |
6,303 | (16,130 | ) | (9,827 | ) | 14,164 | (23,991 | ) | ||||||||
Tax credit carryforwards |
403,670 | (75,459 | ) | 328,211 | 286,495 | 41,716 | ||||||||||
(Won) | 464,332 | (88,805 | ) | 375,527 | 333,108 | 42,419 | ||||||||||
(d) | The Companys statutory tax rates for the three-month periods ended March 31, 2008 and 2007 is 27.5%. Under the Foreign Investment Promotion Act of Korea, from September 1999, the Company is entitled to an exemption from income taxes in proportion to the percentage of foreign equity for seven years following the registration of each foreign equity investment, and at one-half of that percentage for the subsequent three years. |
22
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
13 | Comprehensive Income |
Comprehensive income (loss) for the three-month periods ended March 31, 2008 and 2007 are as follows:
In millions of Won | 2008 | 2007 | |||||
Net income (loss) |
(Won) | 760,586 | (168,599 | ) | |||
Change in equity arising from application of equity method, net of tax effect of (Won)(23,634) million in 2008 and (Won)1,420 million in 2007 |
39,869 | 8,917 | |||||
Change in fair value of available-for-sale securities, net of tax effect of (Won)(1,198) million in 2008 and nil in 2007 |
3,160 | | |||||
Effective portion of gain on valuation of cash flow hedges, net of tax effect of (Won)568 million in 2008 and (Won)6,604 million in 2007 |
(1,498 | ) | (17,412 | ) | |||
Effective portion of loss on valuation of cash flow hedges, net of tax effect of (Won)8,134 million in 2008 and (Won)(113) million in 2007 |
(21,445 | ) | 299 | ||||
Comprehensive income (loss) |
(Won) | 780,672 | (176,795 | ) | |||
14 | Cost of Sales |
Cost of sales for the three-month periods ended March 31, 2008 and 2007 is as follows:
In millions of Won | 2008 | 2007 | |||||||||
Finished goods |
(Won) | 3,049,875 | 2,712,853 | ||||||||
Beginning balance of inventories |
310,975 | 256,002 | |||||||||
Cost of goods manufactured |
3,075,194 | 2,777,699 | |||||||||
Ending balance of inventories |
(336,294 | ) | (320,848 | ) | |||||||
Merchandise |
32,155 | | |||||||||
Others |
4,835 | 5,051 | |||||||||
(Won) | 3,086,865 | 2,717,904 | |||||||||
23
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
15 | Selling and Administrative Expenses |
Selling and administrative expenses for the three-month periods ended March 31, 2008 and 2007 are as follows:
In millions of Won | 2008 | 2007 | |||
Salaries |
(Won) | 24,951 | 13,709 | ||
Severance benefits |
2,749 | 1,772 | |||
Other employee benefits |
3,578 | 1,861 | |||
Shipping cost |
32,057 | 34,687 | |||
Rent |
1,044 | 858 | |||
Fees and commissions |
11,516 | 14,076 | |||
Entertainment |
563 | 344 | |||
Depreciation |
1,815 | 1,051 | |||
Taxes and dues |
666 | 277 | |||
Advertising |
8,937 | 5,722 | |||
Sales promotion |
2,243 | 6,273 | |||
Development costs |
1,298 | 521 | |||
Research |
28,267 | 26,146 | |||
Bad debt expenses |
| 725 | |||
Product warranty and service expenses |
17,794 | 12,473 | |||
Others |
9,427 | 5,257 | |||
(Won) | 146,905 | 125,752 | |||
16 | Earnings (loss) Per Share |
(a) | Basic earnings (loss) per share for the three-month periods ended March 31, 2008 and 2007 are as follows: |
In Won, except share information | 2008 | 2007 | ||||
Net income (loss) |
(Won) | 760,585,844,606 | (168,598,572,489 | ) | ||
Weighted-average number of common shares outstanding |
357,815,700 | 357,815,700 | ||||
Earnings (loss) per share |
(Won) | 2,126 | (471 | ) | ||
There were no events or transactions that result in changes in the number of common shares used for calculating earnings (loss) per share.
(b) | Diluted earnings (loss) per share for the three-month period ended March 31, 2008 are as follows: |
In Won, except share information | 2008 | ||
Net income |
(Won) | 760,585,844,606 | |
Interest on convertible bond, net of tax |
4,679,438,777 | ||
Adjusted income |
765,265,283,383 | ||
Weighted-average number of common shares outstanding and common equivalent shares(*) |
368,346,462 | ||
Diluted earnings per share |
(Won) | 2,078 | |
For the three-month period ended March 31, 2007, diluted loss per share is the identical to basic loss per share due to the anti-dilution effect as a result of net loss.
(*) | Weighted-average number of common shares outstanding |
24
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
16 | Earnings (loss) Per Share, Continued |
In shares | 2008 | |
Weighted-average number of common shares (basic) |
357,815,700 | |
Effect of conversion of convertible bonds (**) |
10,530,762 | |
Weighted-average number of common shares (diluted) at March 31, 2008 |
368,346,462 | |
(**) | The conversion effect of the convertible bond for the three-month period ended March 31, 2008 is as follows: |
Descriptions | ||
Number of convertible bonds | 10,530,762 | |
Period | January 1, 2008 ~ March 31, 2008 | |
Weighted | 91 days / 91 days | |
Effect of conversion of convertible bonds | 10,530,762 |
(c) | Earnings per share and diluted earnings per share for the year ended December 31, 2007 were (Won)3,756 and (Won)3,716, respectively. |
17 | Transactions and Balances with Related Companies |
(a) | Details of the Companys related parties as of March 31, 2008 are as follows: |
Parent |
Control relationship | |
LG Corp. (*1) | Ultimate controlling party | |
LG Electronics Inc. (*1) | Controlling party | |
Controlled subsidiary |
Ownership (%) | |
LG Display America, Inc., | 100% | |
LG Display Taiwan Co., Ltd. | 100% | |
LG Display Japan Co., Ltd. | 100% | |
LG Display Germany GmbH., LG. | 100% | |
LG.Philips LCD Nanjing Co., Ltd. | 100% | |
LG.Philips LCD Shanghai Co., Ltd. | 100% | |
LG Display Hong Kong Co., Ltd. | 100% | |
LG Display Poland Sp. zo.o. | 80% | |
LG.Philips LCD Guangzhou Co., Ltd. | 100% | |
LG.Philips LCD Shenzhen Co., Ltd. | 100% | |
Global Professional Sourcing Co., Ltd. | 70%(*2) |
25
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
17 | Transactions and Balances with Related Companies, Continued |
Other related parties |
Relationship | |
Paju Electric Glass Co., Ltd. | Equity-method investee | |
Dacom Multimedia Internet Corporation, Dacom Crossing Corporation, Siltron Incorporated, LG Management Development Institute Co., Ltd., LG Sports Ltd., LG CNS Co., Ltd., Serveone Co., Ltd., Hiplaza Co.,Ltd., LG Dow Polycarbonate, LG N-Sys Inc., LG MMA Corporation, LG Innotek Co., Ltd., LG Powercom Corp., Seatek Co.,Ltd., V-ENS Co., Ltd., Hi Business Logistics, Lusem Co., Ltd., CSLeader, AIN Tele Service, Biztech&Ektimo Co. Ltd., LG Solar Energy Inc., Coca-Cola Beverage Co., LG CHEM Ltd., LG Dacom Corporation, LG International Corp., LG Household & Health Care Ltd., LG Life Sciences, Ltd., LG Telecom Co., Ltd. LG Micron Ltd. and others |
Affiliates |
(*1) | LG Electronics Inc. files consolidated financial statements. |
(*2) | The Companys subsidiary, LG Display Taiwan Co., Ltd., has the interest of the Global Professional Sourcing Co., Ltd. |
Koninklijke Philips Electronics N.V., which had significant influence over the Company in 2007, sold its share interest in the Company and its share interest decreased to 13.2% (47,225 thousand shares) and resigned from the Companys management. Accordingly, Koninklijke Philips Electronics N.V. was excluded from the companies that have significant influence over the Company as of March 31, 2008.
(b) | Significant transactions which occurred in the normal course of business with related companies for the three-month periods ended March 31, 2008 and 2007 are as follows: |
Sales and other income | Purchases and other expense | |||||||||
In millions of Won | 2008 | 2007 | 2008 | 2007 | ||||||
Controlling party |
(Won) | 341,178 | 197,149 | (Won) | 38,688 | 25,589 | ||||
Ultimate controlling party |
| | 5,921 | 3,424 | ||||||
Overseas subsidiaries |
3,437,991 | 2,216,035 | 113,411 | 86,049 | ||||||
Equity-method investee |
| | 106,700 | 49,410 | ||||||
Other related parties |
80,966 | 41,231 | 625,590 | 440,982 | ||||||
(Won) | 3,860,135 | 2,454,415 | (Won) | 890,310 | 605,454 | |||||
26
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
17 | Transactions and Balances with Related Companies, Continued |
(c) | Account balances with related companies as of March 31, 2008 and December 31, 2007 are as follows: |
Trade accounts and notes receivable |
Trade accounts and notes payable | |||||||||
In millions of Won | 2008 | 2007 | 2008 | 2007 | ||||||
Controlling party |
(Won) | 262,282 | 124,560 | (Won) | 36,326 | 25,851 | ||||
Ultimate controlling party |
5,924 | 2,717 | 5,106 | 8,629 | ||||||
Overseas subsidiaries |
1,738,652 | 1,921,164 | 77,316 | 67,342 | ||||||
Equity-method investee |
5,760 | | 36,523 | 30,291 | ||||||
Other related parties |
43,726 | 52,097 | 377,204 | 344,757 | ||||||
(Won) | 2,056,344 | 2,100,538 | (Won) | 532,475 | 476,870 | |||||
(d) |
Key management compensation costs for the three-month periods ended March 31, 2008 and 2007, are as follows: |
In millions of Won | 2008 | 2007 | |||
Salaries |
(Won) | 428 | 392 | ||
Post-retirement benefits |
164 | 68 | |||
(Won) | 592 | 460 | |||
Key management refers to the directors who have significant control and responsibilities over the Companys operations and business.
18 | Segment Information |
The Company manufactures and sells TFT-LCD and AM-OLED products. Export sales represent approximately 93% of total sales for the three-month period ended March 31, 2008.
The following is a summary of sales by country based on the location of the customers for the three-month periods ended March 31, 2008 and 2007:
In millions of Won | Domestic | Taiwan | Japan | America | China | Europe | Others in Asia |
Others | Total | |||||||||
2008 |
291,540 | 1,011,786 | 346,266 | 490,111 | 850,498 | 743,460 | 381,632 | 66,761 | 4,182,054 | |||||||||
2007 |
216,589 | 757,737 | 283,303 | 277,900 | 494,900 | 404,711 | 115,817 | 55,406 | 2,606,363 | |||||||||
19 | Supplemental Cash Flow Information |
Significant transactions not affecting cash flows for the three-month periods ended March 31, 2008 and 2007 are as follows:
in millions of Won | 2008 | 2007 | |||
Other accounts payable arising from the purchase of property, plant and equipment |
(Won) | 426,297 | 601,515 |
27
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.)
Notes to Non-Consolidated Financial Statements
March 31, 2008
(Unaudited)
20 | Subsequent Event |
On April 7, 2008, the Company entered into a 50-50 joint venture agreement with Skyworth-RGB Electronics Co., Limited, to set up a research and development joint venture company, to be named Guangzhou New Vision Technology Research and Development Limited. Both Skyworth-RGB Electronics Co., Limited and the Company agreed to invest RMB 25 million each in the joint venture company which is expected to be formed in May 2008. The joint venture company will carry out product planning, design and development activities spanning from TFT-LCD modules to television sets with the purpose of providing televisions tailored to meet the needs of Chinese consumers.
28
LG DISPLAY CO.,LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
As at March 31, 2008 and December 31, 2007
In millions of Won, except share data |
Note | 2008 | 2007 | ||||
Assets |
|||||||
Cash and cash equivalents |
(Won) | 1,008,362 | 1,196,423 | ||||
Short-term financial instruments |
1,980,000 | 785,000 | |||||
Available-for-sale securities |
4 | 64 | 63 | ||||
Trade accounts and notes receivable, less allowance for doubtful accounts of (Won)10,153 in 2008 and (Won)9,017 in 2007 |
5,18 | 2,613,982 | 2,339,690 | ||||
Other accounts receivable, net |
5 | 69,403 | 97,098 | ||||
Accrued income, net |
5 | 36,861 | 13,949 | ||||
Advance payments, net |
5 | 3,325 | 2,783 | ||||
Prepaid expenses |
74,134 | 35,613 | |||||
Prepaid value added tax |
121,471 | 105,924 | |||||
Deferred income tax assets, net |
13 | 338,096 | 332,926 | ||||
Inventories, net |
6 | 1,031,007 | 823,924 | ||||
Other current assets |
8,347 | 12,740 | |||||
Total current assets |
7,285,052 | 5,746,133 | |||||
Long-term financial instruments |
13 | 13 | |||||
Available-for-sale securities |
4 | 100,608 | 1 | ||||
Equity-method investments |
22,455 | 24,704 | |||||
Property, plant, and equipment, net |
7 | 7,384,831 | 7,528,523 | ||||
Intangible assets, net |
127,368 | 123,111 | |||||
Long-term other receivables, net |
5 | 23,496 | 20,141 | ||||
Long-term prepaid expenses |
180,117 | 155,656 | |||||
Deferred income tax assets, net |
13 | 80,953 | 151,058 | ||||
Non-current guarantee deposits |
32,805 | 30,495 | |||||
Total non-current assets |
7,952,646 | 8,033,702 | |||||
Total assets |
(Won) | 15,237,698 | 13,779,835 | ||||
29
LG DISPLAY CO.,LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
(Unaudited)
As at March 31, 2008 and December 31, 2007
In millions of Won, except share data | Note | 2008 | 2007 | ||||
Liabilities |
|||||||
Trade accounts payable and notes payable |
18 | (Won) | 1,064,496 | 994,701 | |||
Other accounts payable |
812,891 | 614,904 | |||||
Short-term borrowings |
9 | 589,618 | 4,660 | ||||
Advances received |
19,653 | 82,101 | |||||
Unearned income |
17,780 | 15,248 | |||||
Withholdings |
5,106 | 7,160 | |||||
Accrued expenses |
75,742 | 99,288 | |||||
Income tax payable |
189,326 | 78,133 | |||||
Warranty reserve |
52,898 | 49,295 | |||||
Current portion of long-term debt and debentures |
8, 9 | 386,112 | 409,082 | ||||
Other current liabilities |
107,600 | 46,650 | |||||
Total current liabilities |
3,321,222 | 2,401,222 | |||||
Debentures, net of current portion and discounts on debentures |
8 | 1,975,715 | 1,998,147 | ||||
Long-term debt, net of current portion |
9 | 1,062,870 | 993,785 | ||||
Long-term other accounts payable |
36,613 | 31,046 | |||||
Long-term accrued expenses |
10 | 13,674 | 12,680 | ||||
Accrued severance benefits, net |
70,127 | 53,496 | |||||
Total non-current liabilities |
3,158,999 | 3,089,154 | |||||
Total liabilities |
6,480,221 | 5,490,376 | |||||
Stockholders equity |
|||||||
Controlling interest |
|||||||
Common stock, (Won)5,000 par value. Authorized 500,000,000 shares: |
|||||||
issued and outstanding 357,815,700 shares in 2008 and 2007 |
1,789,079 | 1,789,079 | |||||
Capital surplus |
2,311,071 | 2,311,071 | |||||
Accumulated other comprehensive income |
25,554 | 5,823 | |||||
Retained earnings |
4,631,687 | 4,183,400 | |||||
Total controlling interest |
8,757,391 | 8,289,373 | |||||
Minority interest |
86 | 86 | |||||
Total shareholders equity |
8,757,477 | 8,289,459 | |||||
Commitments and contingencies |
11 | ||||||
Total liabilities and stockholders equity |
(Won) | 15,237,698 | 13,779,835 | ||||
See accompanying notes to consolidated financial statements.
30
LG DISPLAY CO.,LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won, except earnings per share | Note | 2008 | 2007 | |||||
Sales |
18,19 | (Won) | 4,035,611 | 2,722,456 | ||||
Cost of sales |
15,18 | 2,972,932 | 2,771,645 | |||||
Gross profit (loss) |
1,062,679 | (49,189 | ) | |||||
Selling and administrative expenses |
16 | 181,580 | 158,413 | |||||
Operating income (loss) |
19 | 881,099 | (207,602 | ) | ||||
Interest income |
39,259 | 8,435 | ||||||
Rental income |
846 | 1,007 | ||||||
Commission earned |
18 | 131 | 1,594 | |||||
Foreign exchange gains |
283,587 | 46,862 | ||||||
Gain on foreign currency translation |
128,613 | 4,824 | ||||||
Equity income on investments |
3,511 | 1,151 | ||||||
Gain on disposal of property, plant and equipment |
133 | 609 | ||||||
Reversal of allowance for doubtful accounts |
5 | 159 | | |||||
Gain on redemption of debentures |
16 | | ||||||
Other income |
5,002 | 2,696 | ||||||
Non-operating income |
461,257 | 67,178 | ||||||
Interest expenses |
39,657 | 49,100 | ||||||
Foreign exchange losses |
228,767 | 32,884 | ||||||
Loss on foreign currency translation |
157,946 | 13,848 | ||||||
Donations |
324 | 1 | ||||||
Loss on disposal of trade accounts and notes receivable |
| 8,325 | ||||||
Loss on disposal of property, plant and equipment |
656 | 17 | ||||||
Other bad debt expenses |
| 1,373 | ||||||
Loss on redemption of debentures |
13 | | ||||||
Other expenses |
169 | 20 | ||||||
Non-operating expenses |
427,532 | 105,568 | ||||||
Income (loss) before income taxes |
914,824 | (245,992 | ) | |||||
Income taxes (benefit) |
13 | 198,175 | (77,393 | ) | ||||
Net income (loss) |
(Won) | 716,649 | (168,599 | ) | ||||
Earnings (loss) per share |
17 | |||||||
Basic earnings (loss) per share |
(Won) | 2,003 | (471 | ) | ||||
Diluted earnings (loss) per share |
(Won) | 1,958 | (471 | ) | ||||
See accompanying notes to consolidated financial statements.
31
LG DISPLAY CO.,LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders Equity
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won | Note | Capital Stock |
Capital Surplus |
Accumulated other comprehensive income (loss) |
Retained earnings |
Minority interest |
Total | |||||||||||
Balances at January 1, 2007 |
(Won) | 1,789,079 | 2,275,172 | (13,948 | ) | 2,839,373 | | 6,889,676 | ||||||||||
Net loss |
| | | (168,599 | ) | | (168,599 | ) | ||||||||||
Change in cumulative translation adjustments |
14 | | | 8,917 | | | 8,917 | |||||||||||
Gain on valuation of cash flow hedges |
12,14 | | | (17,412 | ) | | | (17,412 | ) | |||||||||
Loss on valuation of cash flow hedges |
12,14 | | | 299 | | | 299 | |||||||||||
Balances at March 31, 2007 |
1,789,079 | 2,275,172 | (22,144 | ) | 2,670,774 | | 6,712,881 | |||||||||||
Balances at January 1, 2008 |
1,789,079 | 2,311,071 | 5,823 | 4,183,400 | 86 | 8,289,459 | ||||||||||||
Net income |
| | | 716,649 | | 716,649 | ||||||||||||
Cash dividend |
| | | (268,362 | ) | | (268,362 | ) | ||||||||||
Change in cumulative translation adjustments |
14 | | | 39,514 | | 39,514 | ||||||||||||
Change in fair value of available-for-sale securities |
4,14 | | | 3,160 | | | 3,160 | |||||||||||
Gain on valuation of cash flow hedges |
12,14 | | | (1,498 | ) | | | (1,498 | ) | |||||||||
Loss on valuation of cash flow hedges |
12,14 | | | (21,445 | ) | | | (21,445 | ) | |||||||||
Balances at March 31, 2008 |
(Won) | 1,789,079 | 2,311,071 | 25,554 | 4,631,687 | 86 | 8,757,477 | |||||||||||
See accompanying notes to consolidated financial statements.
32
LG DISPLAY CO.,LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated of Cash Flows
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won | Note | 2008 | 2007 | ||||||
Cash flows provided by operating activities: |
|||||||||
Net income (loss) |
(Won) | 716,649 | (168,599 | ) | |||||
Adjustments for: |
|||||||||
Depreciation |
670,771 | 708,498 | |||||||
Amortization of intangible assets |
14,132 | 11,538 | |||||||
Loss (gain) on disposal of property, plant and equipment, net |
523 | (592 | ) | ||||||
Loss on foreign currency translation, net |
25,376 | 8,986 | |||||||
Amortization of discount on debentures, net |
7,686 | 8,493 | |||||||
Gain on redemption of debentures, net |
(3 | ) | | ||||||
Provision for warranty reserve |
2,915 | 13,676 | |||||||
Provision for severance benefits |
22,104 | 18,328 | |||||||
Equity income on investments |
(3,511 | ) | (1,151 | ) | |||||
Stock compensation cost |
(560 | ) | | ||||||
739,433 | 767,776 | ||||||||
Changes in operating assets and liabilities: |
|||||||||
Decrease (increase) in trade accounts receivable and notes receivable |
(222,781 | ) | (32,297 | ) | |||||
Decrease (increase) in inventories |
(207,083 | ) | (25,319 | ) | |||||
Decrease (increase) in other accounts receivable |
46,157 | 13,127 | |||||||
Decrease (increase) in accrued income |
(22,913 | ) | (1,195 | ) | |||||
Decrease (increase) in advance payments |
(542 | ) | (5,635 | ) | |||||
Decrease (increase) in prepaid expenses |
(31,206 | ) | (37,167 | ) | |||||
Decrease (increase) in prepaid value added tax |
(9,249 | ) | 33,434 | ||||||
Decrease (increase) in current deferred income tax assets |
3,533 | (32,307 | ) | ||||||
Decrease (increase) in other current assets |
7,895 | 3,205 | |||||||
Decrease (increase) in long-term prepaid expenses |
(31,776 | ) | (44,725 | ) | |||||
Decrease (increase) in non-current deferred income tax |
45,406 | (50,009 | ) | ||||||
Decrease (increase) in long-term other accounts receivable |
(3,356 | ) | | ||||||
Increase (decrease) in trade accounts and notes payable |
61,068 | (48,428 | ) | ||||||
Increase (decrease) in other accounts and notes payable |
(32,100 | ) | 15,475 | ||||||
Increase (decrease) in advances received |
(62,448 | ) | (4,700 | ) | |||||
Increase (decrease) in withholdings |
(2,054 | ) | (18,191 | ) | |||||
Increase (decrease) in accrued expenses |
(23,546 | ) | (23,575 | ) | |||||
Increase (decrease) in income tax payable |
111,193 | 3,078 | |||||||
Increase (decrease) in warranty reserve |
688 | (11,512 | ) | ||||||
Increase (decrease) in other current liabilities |
(19,653 | ) | (11,648 | ) | |||||
Increase (decrease) in non-current deferred income tax liabilities |
| (3 | ) | ||||||
Increase (decrease) in long-term accrued expenses |
2,529 | 766 | |||||||
Accrued severance benefits transferred from affiliated company, net |
1,662 | 1,956 | |||||||
Payment of severance benefits |
(7,375 | ) | (6,392 | ) | |||||
Increase (decrease) in severance insurance deposits |
223 | (181 | ) | ||||||
Decrease in contribution to National Pension Fund |
100 | 68 | |||||||
Increase (decrease) in cumulative translation adjustments, net |
12,603 | 10,043 | |||||||
(383,025 | ) | (272,132 | ) | ||||||
Net cash provided by operating activities |
(Won) | 1,073,057 | 327,045 | ||||||
33
LG DISPLAY CO.,LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated of Cash Flows (continued)
(Unaudited)
For the three-month periods ended March 31, 2008 and 2007
In millions of Won | Note | 2008 | 2007 | ||||||
Cash flows from investing activities: |
|||||||||
Proceeds from disposal of property, plant and equipment |
(Won) | 1,753 | 2,957 | ||||||
Proceeds from disposal of short-term financial instruments |
50,000 | | |||||||
Acquisition of short-term financial instruments |
(1,245,000 | ) | | ||||||
Acquisitions of available-for-sale securities |
(96,249 | ) | | ||||||
Decrease(Increase) in guarantee deposits |
(2,309 | ) | 239 | ||||||
Increase in short-term loans |
(19 | ) | | ||||||
Acquisitions of property, plant and equipment |
(222,496 | ) | (492,969 | ) | |||||
Acquisition of intangible assets |
(10,793 | ) | (2,057 | ) | |||||
Net cash used in investing activities |
(1,525,113 | ) | (491,830 | ) | |||||
Cash flows from financing activities: |
|||||||||
Proceeds from short-term borrowings |
584,958 | | |||||||
Proceeds from issuance of long-term debt |
23,637 | 273,014 | |||||||
Repayment of short-term debt |
| (57,685 | ) | ||||||
Early redemption of debentures |
(29,822 | ) | | ||||||
Repayment of current portion of long-term debt |
(46,416 | ) | (24,955 | ) | |||||
Payment of cash dividend |
(268,362 | ) | | ||||||
Net cash provided by financing activities |
263,995 | 190,374 | |||||||
Net increase (decrease) in cash and cash equivalents |
(188,061 | ) | 25,589 | ||||||
Cash and cash equivalents at beginning of period |
1,196,423 | 954,362 | |||||||
Cash and cash equivalents at end of period |
(Won) | 1,008,362 | 979,951 | ||||||
See accompanying notes to consolidated financial statements.
34
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co.,Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
1 | Organization and Description of Business |
The accompanying consolidated financial statements include the accounts of LG Display Co., Ltd. and its consolidated subsidiaries (collectively the Company). The general information on the LG Display Co., Ltd. (the Controlling Company) and its consolidated subsidiaries is described below.
(a) | Description of the Controlling Company |
LG Display Co., Ltd. (formerly, LG.Philips LCD Co., Ltd.) was incorporated in 1985 under its original name of LG Soft, Ltd. In 1998, LG Electronics and LG Semicon transferred their respective TFT-LCD-related business to the Controlling Company and its main business is manufacture and sale of Thin Film Transistor Liquid Crystal Display (TFT-LCD). In July, 1999, LG Electronics Inc., which wholly owned the Controlling Company then, 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 from LG.Philips LCD Co., Ltd. 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 share interest in the Controlling Company and the possibility of its business expansion to Organic Light Emitting Diode (OLED) and Flexible Display products. The share interest of Philips decreased, due to the disposition of shares, from 19.9% (71,225,000 shares) to 13.2% (47,225,000 shares).
As of March 31, 2008, the Controlling Companys LCD Research & Development Center is located in Anyang, TFT-LCD manufacturing plants are located in Gumi and Paju and OLED manufacturing plant is located in Gumi. The Controlling Companys overseas subsidiaries are located in the United States of America, Europe and Asia.
(b) | Consolidated Subsidiaries |
(i) LG Display America, Inc. (LGDUS, formerly LG.Philips LCD America, Inc.)
LGDUS was incorporated in California, U.S.A., on September 24, 1999, to sell TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to USD5 million and is wholly owned by the Controlling Company.
(ii) LG Display Japan Co., Ltd. (LGDJP, formerly LG.Philips LCD Japan Co., Ltd.)
LGDJP was incorporated in Tokyo, Japan, on October 12, 1999, to sell TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to JPY 95 million and is wholly owned by the Controlling Company.
(iii) LG Display Germany GmbH (LGDDG, formerly LG.Philips LCD Germany GmbH)
LGDDG was incorporated in Dusseldorf, Germany, on November 5, 1999, to sell TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to EUR1 million and is wholly owned by the Controlling Company.
35
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
1 | Organization and Description of Business |
(b) | Consolidated Subsidiaries, Continued |
(iv) LG Display Taiwan Co., Ltd. (LGDTW, formerly LG.Philips LCD Taiwan Co., Ltd.)
LGDTW was incorporated in Taipei, Taiwan, on April 12, 1999, to sell TFT-LCD products and its shares were acquired by the Controlling Company. in May 2000 from LG Electronics Inc. As of March 31, 2008 and December 31, 2007, its capital stock amounted to NTD116 million and is wholly owned by the Controlling Company.
(v) LG.Philips LCD Nanjing Co., Ltd. (LPLNJ)
LPLNJ was incorporated in Nanjing, China, on July 15, 2002, to manufacture and sell TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to CNY1,643 million and is wholly owned by the Controlling Company.
(vi) LG Display Hong Kong Co., Ltd. (LGDHK, formerly LG.Philips LCD Hong Kong Co., Ltd.)
LGDHK was incorporated in Hong Kong on January 24, 2003, to sell the TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to HKD12 million and is wholly owned by the Controlling Company. LGDHKs operations transferred to LG.Philips LCD Shenzhen in 2007 and LGDHK is expected to liquidate in 2008.
(vii) LG.Philips LCD Shanghai Co., Ltd. (LPLSH)
LPLSH was incorporated in Shanghai, China, on January 16, 2003, to sell TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to CNY4 million and is wholly owned by the Controlling Company.
(viii) LG Display Poland Sp. zo.o. (LGDWR, formerly LG.Philips LCD Polond Sp. zo.o)
LGDWR was incorporated in Poland on September 6, 2005, to manufacture and sell TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to PLN511 million, and is 80.29% owned by the Controlling Company.
(ix) LG.Philips LCD Guangzhou Co., Ltd. (LPLGZ)
LPLGZ was incorporated in Guangzhou, China, on June 30, 2006, to manufacture and sell TFT-LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to CNY582 million and is wholly owned by the Controlling Company.
(x) LG.Philips LCD Shenzhen Co., Ltd. (LPLSZ)
LPLSZ was incorporated in Shenzhen, China on August 28, 2007, to sell TFT LCD products. As of March 31, 2008 and December 31, 2007, its capital stock amounted to CNY4 million, and is wholly owned by the Controlling Company.
(xi) Global Professional Sourcing Co., Ltd. (GPS)
GPS was incorporated in Taipei, Taiwan on September 11, 2007, to survey and search for potential local partners in the LCD industry. As of March 31, 2008 and December 31, 2007, its capital stock amounted to NTD10 million, and is 70% owned by LG Display Taiwan Co., Ltd.
36
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
1 | Organization and Description of Business, Continued |
(c) | Equity-method Investment |
(i) Paju Electric Glass Co., Ltd. (PEG)
PEG was incorporated in Paju, Korea, in January 2005, to produce electric glass. As of March 31, 2008 and December 31, 2007, its capital stock amounted to (Won)36,000 million and 40% of PEG is owned by the Controlling Company.
2 | Summary of Consolidated Subsidiaries |
Consolidated subsidiaries as of March 31, 2008, are as follows:
Overseas Subsidiaries |
Total issued and outstanding shares |
No. of shares owned by the Company |
Percentage of Ownership (%) | |||||
LG Display America, Inc. |
5,000,000 | 5,000,000 | 100 | |||||
LG Display Japan Co., Ltd. |
1,900 | 1,900 | 100 | |||||
LG Display Germany GmbH |
960,000 | 960,000 | 100 | |||||
LG Display Taiwan Co., Ltd. |
11,550,000 | 11,549,994 | 100 | |||||
LG.Philips LCD Nanjing Co., Ltd. |
( | *) | ( | *) | 100 | |||
LG Display Hong Kong Co., Ltd. |
115,000 | 115,000 | 100 | |||||
LG.Philips LCD Shanghai Co., Ltd. |
( | *) | ( | *) | 100 | |||
LG Display Poland Sp. zo.o.(**) |
5,110,710 | 4,103,277 | 80 | |||||
LG.Philips LCD Guangzhou Co., Ltd. |
( | *) | ( | *) | 100 | |||
LG.Philips LCD Shenzhen Co., Ltd. |
( | *) | ( | *) | 100 | |||
Global Professional Sourcing Co., Ltd. |
1,000,000 | 700,000 | 70 |
(*) | No shares have been issued in accordance with the local laws and regulations. |
(**) | Toshiba Corporation (Toshiba) owns 20% of LG Display Poland Sp. zo.o. (LGDWR). The Controlling Company has a call option to buy Toshibas interest in LGDWR and Toshiba has a put option to sell its interest in LGDWR to the Controlling Company under the same terms, that is, the price of the call is equal to the price of the put option fixed at Toshibas purchase price. Combination of the derivative contract and Toshibas interest in LGDWR is accounted for as a borrowing by the Controlling Company. Accordingly, the Controlling Company consolidates 100% of LGDWR. |
37
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
2 | Summary of Consolidated Subsidiaries, Continued |
A summary of consolidated subsidiaries financial data as of and for the three-month period ended March 31, 2008, prior to the elimination of intercompany transactions is as follows:
In millions of Won | Total assets |
Total liabilities |
Total shareholders equity |
Sales | Net Income (loss) |
|||||||
LG Display America, Inc. |
(Won) | 351,357 | 340,241 | 11,116 | 459,328 | 224 | ||||||
LG Display Japan Co., Ltd. |
158,994 | 151,231 | 7,763 | 340,757 | 730 | |||||||
LG Display Germany GmbH |
552,929 | 544,711 | 8,218 | 735,685 | 500 | |||||||
LG Display Taiwan Co., Ltd. |
744,140 | 731,569 | 12,571 | 958,744 | (4,694 | ) | ||||||
LG.Philips LCD Nanjing Co., Ltd. |
460,691 | 183,676 | 277,015 | 71,364 | 14,300 | |||||||
LG Display Hong Kong Co., Ltd. |
3,265 | 159 | 3,106 | | 46 | |||||||
LG.Philips LCD Shanghai Co., Ltd. |
408,765 | 404,706 | 4,059 | 519,333 | 897 | |||||||
LG Display Poland Sp. zo.o. |
369,815 | 187,748 | 182,067 | 30,848 | 1,431 | |||||||
LG.Philips LCD Guangzhou Co., Ltd. |
140,964 | 70,238 | 70,726 | 8,809 | 2,020 | |||||||
LG.Philips LCD Shenzhen Co., Ltd. |
195,719 | 193,632 | 2,087 | 309,273 | 436 | |||||||
(Won) | 3,386,639 | 2,807,911 | 578,728 | 3,434,141 | 15,890 | |||||||
The financial data for LG Display Taiwan Co., Ltd. are based on its consolidated financial statements while the remaining subsidiaries are based on their non-consolidated financial statements.
38
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
3 | Summary of Significant Accounting Policies and Basis of Presenting Consolidated Financial Statements |
(a) | Significant Accounting Policies |
The significant accounting policies followed by the Company in the preparation of its interim consolidated financial statements are the same as those followed by the Company in its preparation of annual consolidated financial statements as of December 31, 2007 except for the application of the Statements of Korea Accounting Standard No. 2, Interim Financial Reporting.
(b) | Basis of Presenting Financial Statements |
The Company maintains its accounting records in Korean Won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these consolidated financial statements are intended for use only by those who are informed about Korean accounting principles and practices. The accompanying consolidated financial statements have been translated into English from the Korean language consolidated financial statements.
4 | Available-For-Sale Securities |
Available-for-sale securities as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | Acquisition Cost |
Fair value | Book value | ||||||
2008 | 2007 | ||||||||
Equity securities |
|||||||||
HannStar Display Corporation(*) |
(Won) | 96,249 | 100,607 | 100,607 | | ||||
Others |
1 | 1 | 1 | 1 | |||||
96,250 | 100,608 | 100,608 | 1 | ||||||
Debt securities |
|||||||||
Government bonds |
(Won) | 64 | 64 | 64 | 63 | ||||
(*) | The Company purchased 180 million shares of non-voting mandatorily redeemable convertible preferred stock. The preferred stocks are convertible into common stocks of HannStar Display Corporation at a ratio of 1:1 at the option of the Company from issue date (February 28, 2008) to maturity (February 28, 2011). |
The Company has a put option for total or partial cash redemption of convertible preferred stocks during the period between 18 months from issuance to 91 days prior to maturity and the issuer has a call option to repay, in cash, total preferred stocks during the period between 2 years from issuance to 90 days prior to maturity.
The abovementioned convertible preferred stocks have been privately issued under the Taiwanese Law, which restricts the sale of the preferred stocks and the stocks acquired through conversion are not to be traded in the Taiwanese stock exchange until the original maturity of the preferred stocks.
39
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
5 | Receivables |
The Companys receivables, including trade accounts and notes receivable as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | 2008 | ||||||
Gross amount | Allowance for doubtful accounts |
Book value | |||||
Trade accounts and notes receivable |
(Won) | 2,624,136 | 10,154 | 2,613,982 | |||
Other accounts receivable |
70,301 | 898 | 69,403 | ||||
Accrued income |
37,234 | 373 | 36,861 | ||||
Advance payments |
3,348 | 23 | 3,325 | ||||
Long-term other accounts receivable |
27,112 | 3,616 | 23,496 | ||||
In millions of Won | 2007 | ||||||
Gross amount | Allowance for doubtful accounts |
Book value | |||||
Trade accounts and notes receivable |
(Won) | 2,348,707 | 9,017 | 2,339,690 | |||
Other accounts receivable |
98,341 | 1,243 | 97,098 | ||||
Accrued income |
14,091 | 142 | 13,949 | ||||
Advance payments |
2,811 | 28 | 2,783 | ||||
Long-term other accounts receivable |
20,145 | 4 | 20,141 |
As of March 31, 2008, certain trade accounts and notes receivable arising from export sales were sold to financial institutions of which the trade accounts receivable amounting to (Won)581,926 million are current. The transferred accounts receivable was recorded as short-term borrowings.
40
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
6 | Inventories |
Inventories as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | 2008 | ||||||
Gross amount | Valuation loss | Book value | |||||
Finished goods |
(Won) | 596,939 | 8,937 | 588,002 | |||
Merchandise |
7,785 | 4 | 7,781 | ||||
Work-in-process |
282,432 | 9,637 | 272,795 | ||||
Raw materials |
118,898 | 2,924 | 115,974 | ||||
Supplies |
74,343 | 27,888 | 46,455 | ||||
(Won) | 1,080,397 | 49,390 | 1,031,007 | ||||
In millions of Won | 2007 | ||||||
Gross amount | Valuation loss | Book value | |||||
Finished goods |
(Won) | 460,756 | 7,722 | 453,034 | |||
Work-in-process |
216,258 | 7,590 | 208,668 | ||||
Raw materials |
110,652 | 2,604 | 108,048 | ||||
Supplies |
80,205 | 26,031 | 54,174 | ||||
(Won) | 867,871 | 43,947 | 823,924 | ||||
41
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
7 | Property, Plant and Equipment |
Property, plant and equipment as of March 31, 2008 and December 31, 2007 are as follows:
In millions of Won | 2008 | 2007 | |||||
Acquisition cost: |
|||||||
Land |
(Won) | 382,526 | 336,434 | ||||
Buildings |
2,429,781 | 2,374,513 | |||||
Structures |
172,558 | 172,453 | |||||
Machinery and equipment |
14,816,576 | 14,740,001 | |||||
Tools |
202,047 | 192,817 | |||||
Furniture and fixtures |
476,853 | 469,256 | |||||
Vehicles |
14,915 | 14,463 | |||||
Others |
8,950 | 8,887 | |||||
Machinery-in-transit |
92,862 | 19,043 | |||||
Construction-in-progress |
1,015,661 | 745,606 | |||||
19,612,729 | 19,073,473 | ||||||
Less accumulated depreciation |
(12,199,529 | ) | (11,504,020 | ) | |||
Less accumulated impairment loss |
| (16,139 | ) | ||||
Less government subsidies (*) |
(28,369 | ) | (24,791 | ) | |||
Property, plant and equipment, net |
(Won) | 7,384,831 | 7,528,523 | ||||
(*) | The Company acquired land at EUR 1 and received cash grants which are intended to be used for the construction of a plant according to an investment agreement with the Polish Government. The land was recognized at fair value at the acquisition date, amounting to PLN57,413 thousand ((Won)25,517 million), and the corresponding amount less EUR1 was recognized as a deduction to land. The cash grants amounting to PLN40,005 thousand ((Won)17,780 million) were recorded as a liability due to the repayment contingency to be determined based on the level of employment and investment by 2012. Other government subsidies are related to purchase of buildings, structures and machinery and equipment. |
The Company capitalizes the interest expense and loss on foreign currency translation incurred on borrowings used to finance the cost of constructing facilities and equipment. Capitalized loss on foreign currency translation and interest expense for the three-month period ended March 31, 2008 and the year ended December 31, 2007, amount to (Won)8,351 million and (Won)25,217 million, respectively.
42
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
8 | Debentures |
(a) | Details of debentures issued by the Company as of March 31, 2008 and December 31, 2007 are as follows: |
In millions of Won | Maturity | Annual interest rate |
2008 | 2007 | |||||||
Local currency debentures |
|||||||||||
Public debentures |
October 2008~March 2010 | 3.50~ 5.00% | (Won) | 1,150,000 | 1,180,000 | ||||||
Private debentures |
December 2010~June 2011 | 5.30~ 5.89% | 600,000 | 600,000 | |||||||
Less discount on debentures |
(7,963 | ) | (9,526 | ) | |||||||
Less current portion of debentures |
(249,401 | ) | (249,110 | ) | |||||||
1,492,636 | 1,521,364 | ||||||||||
Foreign currency debentures |
|||||||||||
Convertible bond |
April 2012 | zero coupon | 511,555 | 511,555 | |||||||
Less discount on debentures |
(2,120 | ) | (2,237 | ) | |||||||
Less conversion right adjustment |
(112,144 | ) | (118,323 | ) | |||||||
Add call premium |
85,788 | 85,788 | |||||||||
483,079 | 476,783 | ||||||||||
(Won) | 1,975,715 | 1,998,147 | |||||||||
The Company has redeemed local currency debentures amounting to (Won)30,000 million for the three-month period ended March 31, 2008. As a result, the Company recognized gain and loss on redemption of debentures of (Won)16 million and (Won)13 million respectively.
(b) | Details of the convertible bond as of March 31, 2008 are as follows: |
Terms and Conditions | ||
Issue date |
April 18, 2007 | |
Maturity date |
April 18, 2012 | |
Conversion period |
April 19, 2008 ~ April 3, 2012 | |
Conversion price in Won |
(Won)48,760 | |
Issued amount |
USD 550 million |
The bond will be repaid at 116.77% of their principal amount at maturity unless the put option of bondholders are exercised in which case the bondholders will be repaid at 109.75% of their principal amount on April 18, 2010.
43
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
8 | Debentures, Continued |
The Company is entitled to exercise a call option after three years from the date of issue at the amount of the principal and interests, calculated at 3.125% of the annual yield to maturity, from the issue date to the repayment date. The call option can be exercised only when the market price of the common shares on each of 20 trading days in 30 consecutive trading days ending on the trading day immediately prior to the date upon which notice of such redemption is published exceeds at least 130% of the conversion price. In addition, in the event that at least 90% of the initial principal amount of the bonds has been redeemed, converted, or purchased and cancelled, the remaining bonds may also be redeemed, at the Companys option, at the amount of the principal and interests from the date of issue to the repayment date prior to their maturity.
Based on the terms and conditions of the bond, the conversion price was decreased from (Won)49,070 to (Won)48,760 per share due to payment of cash dividends of (Won)750 per share for the year ended December 31, 2007. The number of common shares to be issued if the outstanding convertible bonds are fully converted is as follows:
In Won and share |
2008 | 2007 | |||
Convertible bond amount (*) |
(Won) | 513,480,000,000 | 513,480,000,000 | ||
Conversion price |
(Won) | 48,760 | 49,070 | ||
Common shares to be issued |
10,530,762 | 10,464,234 |
(*) | The exchange rate for the conversion is fixed at (Won)933.6 to USD 1. |
(c) | Aggregate maturities of the Companys debentures as of March 31, 2008 are as follows: |
In millions of Won | |||||||
Period |
Debentures | Convertible bonds | Total | ||||
By March 2009 |
(Won) | 250,000 | | 250,000 | |||
By March 2010 |
500,000 | | 500,000 | ||||
By March 2011 |
600,000 | | 600,000 | ||||
By March 2012 |
400,000 | | 400,000 | ||||
After March 2012 |
| 511,555 | 511,555 | ||||
(Won) | 1,750,000 | 511,555 | 2,261,555 | ||||
In the above schedule, it was assumed that the convertible bond will be repaid in full at maturity.
44
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
9 | Short-Term Borrowings and Long-Term Debt |
(a) | Short-term borrowings as of March 31, 2008 and December 31, 2007 are as follows: |
In millions | ||||||||
Lender |
Annual interest rate |
2008 | 2007 | |||||
Working capital |
||||||||
Korea Exchange Bank and others |
LIBOR + 0.50 ~ 0.70% | (Won) | 581,926 | | ||||
Foreign currency equivalent |
USD | 586 | ||||||
581,926 | | |||||||
Mizuho Bank and others |
TIBOR + 0.39 ~ 0.40% | 7,692 | 4,660 | |||||
Foreign currency equivalent |
JPY | 769 | JPY | 556 | ||||
7,692 | 4,660 | |||||||
(Won) | 589,618 | 4,660 | ||||||
(b) | Long-term debt as of March 31, 2008 and December 31, 2007 is as follows: |
In millions | ||||||||||
Lender |
Annual interest rate(*) |
2008 | 2007 | |||||||
Local currency loans |
||||||||||
Korea Development Bank(KDB) and others |
5.88 ~ 6.08 % KDB Reference interest rate + 0.77 % |
(Won) | 89,483 | 109,117 | ||||||
Shinhan Bank |
Interest rate of 3 year Korean Treasury Bond - 1.25% | 18,982 | 18,982 | |||||||
Less current portion of long-term debt |
(59,483 | ) | (61,767 | ) | ||||||
48,982 | 66,332 | |||||||||
Foreign currency loans |
||||||||||
Industrial and Commercial Bank of China and others |
6ML + 0.50 % 6ML + 0.68 % Interest rate of 90% of the Basic Rate published by the Peoples Bank of China 3M EURIBOR + 0.60 % |
273,459 | 245,076 | |||||||
The Export-Import Bank of Korea |
6ML + 0.69 ~ 1.20 % | 61,486 | 58,168 | |||||||
Korea Development Bank |
3ML + 0.66 ~ 1.35 % | 161,151 | 159,494 | |||||||
Kookmin Bank and others |
3ML + 0.35 ~ 0.53 % 6ML + 0.41 % |
595,020 | 562,920 | |||||||
Foreign currency equivalent |
USD | (980 | ) | USD | (978 | ) | ||||
CNY | (70 | ) | CNY | (100 | ) | |||||
EUR | (70 | ) | EUR | (70 | ) | |||||
Less current portion of long-term debt |
(77,228 | ) | (98,205 | ) | ||||||
1,013,888 | 927,453 | |||||||||
(Won) | 1,062,870 | 993,785 | ||||||||
(*) | ML represents Monthly LIBOR (London Inter-Bank Offered Rates) and M EURIBOR represents Monthly EURIBOR (Euro Inter-Bank Offered Rates). |
45
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
9 | Short-Term Borrowings and Long-Term Debt, Continued |
(c) | Aggregate maturities of the Companys long-term debt as of March 31, 2008 are as follows: |
In millions of Won | |||||||
Period |
Local currency loans |
Foreign currency loans |
Total | ||||
By March 2009 |
(Won) | 59,483 | 77,228 | 136,711 | |||
By March 2010 |
30,902 | 47,359 | 78,261 | ||||
By March 2011 |
3,021 | 104,044 | 107,065 | ||||
By March 2012 |
3,796 | 790,545 | 794,341 | ||||
After March 2012 |
11,263 | 71,940 | 83,203 | ||||
(Won) | 108,465 | 1,091,116 | 1,199,581 | ||||
10 | Share-Based Payments |
(a) | The terms and conditions of grants as of March 31, 2008 are as follows: |
Descriptions | ||
Settlement method |
Cash settlement | |
Type of arrangement |
Stock appreciation rights (granted to senior executive) | |
Date of grant |
April 7, 2005 | |
Weighted-average exercise price (*1) |
(Won)44,050 | |
Number of rights granted |
450,000 | |
Number of rights cancelled (*2) |
230,000 | |
Number of rights outstanding (*3) |
220,000 | |
Exercise period |
From April 8, 2008 to April 7, 2012 | |
Vesting conditions |
Two years of service from the date of grant |
(*1) | The exercise price at the grant date was (Won)44,260 per stock appreciation rights (SARs). However, the exercise price was subsequently adjusted to (Won)44,050 due to additional issuance of common shares in 2005. |
(*2) | The SARs were cancelled in connection with senior executives leaving the Company before meeting the vesting requirement. |
(*3) | If the increase rate of the Companys share price is equal or less than that of the Korea Composite Stock Price Index (KOSPI) over the three-year period following the grant date, only 50% of the outstanding SARs are exercisable. The actual increase rate of the Companys share price for the three-year period ending April 7, 2008, was less than that of the KOSPI. As a result, only 50% of the outstanding SARs as of March 31, 2008 are exercisable. |
46
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
10 | Share-Based Payments, continued |
(b) | The change in the number of share options outstanding for the three-month period ended March 31, 2008 and for the year ended December 31, 2007 are as follows: |
In share | ||||
Stock appreciation rights | ||||
2008 | 2007 | |||
Balance at beginning of period |
220,000 | 260,000 | ||
Cancelled |
| 40,000 | ||
Outstanding at end of period |
220,000 | 220,000 | ||
Exercisable at March 31, 2008 |
| |
(c) | The Company reversed accumulated stock compensation cost of (Won)560 million for three-month period ended March 31, 2008 as the market price of the Companys common share was less than the exercise price of a SAR. |
11 | Commitments and Contingencies |
(a) | Commitments |
Overdraft agreements and credit facility agreement
As of March 31, 2008, the Controlling Company has bank overdraft agreements with Woori Bank and other various banks amounting to (Won)59,000 million and has a revolving credit facility agreement with Shinhan Bank and several other banks totaling (Won)100,000 million and USD100 million.
Factoring and securitization of accounts receivable
As of March 31, 2008, the Controlling Company has agreements with Korea Development Bank and other several banks for U.S. dollar denominated accounts receivable negotiating facilities of up to an aggregate of USD1,313.5 million.
In October 2006, LG Display America, Inc., LG Display Germany GmbH, LG.Philips LCD Shanghai Co., Ltd. and LG Display Hong Kong Co., Ltd.,entered into a five-year accounts receivable selling program with Standard Chartered Bank, selling accounts receivable on a revolving basis, of up to USD600 million. The Controlling Company joined this program in April 2007. For the three-month period ended March 31, 2008, no accounts receivable were sold.
In September 2004, LG Display America Inc., LG Display Germany GmbH, LG Display Japan Co., Ltd. and LG Display Taiwan Co., Ltd. entered into a five-year accounts receivable securitization program (the Program) with LG.Philips LCD America Finance Corporation, ABN AMRO-Taipei Branch and ABN AMRO-Tokyo Branch. The Program allowed the subsidiaries to sell, on a revolving basis, an undivided interest up to USD350 million in eligible accounts their receivables However, on March 12, 2008, the Program was terminated.
47
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
11 | Commitments and Contingencies, Continued |
In June 2006, LG.Philips LCD Shanghai Co., Ltd. entered into an accounts receivable selling program with Standard Chartered Bank for up to USD200 million. At March 31, 2008, no accounts and notes receivable were sold that are past due.
In September 2006, LG Display Taiwan Co., Ltd. entered into accounts receivable selling program with ChinaTrust Bank and another bank of up to USD587.5 million. At March 31, 2008, no accounts and notes receivable were sold that are past due.
Letters of credit
As of March 31, 2008, the Controlling Company has agreements with Korea Exchange Bank and other several banks in relation to the opening of letters of credit amounting to (Won)90,000 million and USD35.5 million.
Payment guarantees
The Controlling Company receives repayment guarantees from ABN AMRO Bank amounting to USD8.5 million relating to tax payments in Poland. As of March 31, 2008, the Controlling Company entered into a payment guarantee agreement with a syndicate of banks including Kookmin Bank and Societe Generale in connection with a EUR70 million term loan credit facility of LG.Display Poland Sp. zo.o.
LG Display America, Inc. and other subsidiaries have entered into short-term facility agreements of up to USD57 million, EUR3.6 million, and JPY5,200 million with Comerica Bank and other various banks. LG Display Japan Co., Ltd. and LG Display Taiwan Co., Ltd. are provided with repayment guarantees from Bank of Tokyo-Mitsubishi and ABN AMRO Bank amounting to JPY1,300 million and USD4 million, respectively, relating to their local tax payments.
License agreements
As of March 31, 2008, in relation to its TFT-LCD business, the Controlling Company has technical license agreements with Hitachi, Ltd., and others, and has trademark license agreements with LG Corporation and Koninklijke Philips Electronics N.V.
Rental Contract with LG Electronics Inc.
On January 1, 2008, the AM-OLED business of LG Electronics Inc. was transferred to the Controlling Company and the Controlling Company entered into an annual contract to rent manufacturing facilities (land, buildings and machinery) from LG Electronics Inc.
(b) Contingencies
As of March 31, 2008, the Controlling Company is involved in several legal proceedings and claims arising in the ordinary course of business. The Controlling Companys management does not expect that the outcome in these legal proceedings and claims, individually or collectively, will have any material adverse effect on the Companys financial condition, results of operations or cash flows.
48
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
11 | Commitments and Contingencies, Continued |
Patent Infringement lawsuit against Chi Mei Optoelectronics Corp. and others
On December 1, 2006, the Company filed a complaint against Chi Mei Optoelectronics Corp., AU Optronics Corp., Tatung Company and ViewSonic Corp., alleging patent infringement related to liquid crystal display and manufacturing process for TFT-LCDs in the United States District Court for the District of Delaware. On March 8, 2007, AU Optronics Corp. countersued the Company in the United States District Court for the Western District of Wisconsin, but the case was transferred to the United States District Court for the District of Delaware due to the Companys motion to transfer. On May 4, 2007, Chi Mei Optoelectronics Co. countersued the Company for patent infringement in the United States District Court for the Eastern District of Texas, but, on March 31, 2008, the suit was transferred to the United States District Court for the District of Delaware according to the Companys motion to transfer.
Settlement of lawsuits with Tatung Co., and ViewSonic Corp.
On December 6, 2007, the Company and Tatung Co. signed a settlement agreement regarding the dismissal of pending claims. On January 19, 2008, the Company and ViewSonic Corp. signed a settlement agreement regarding the dismissal of pending claims.
Intervention in Positive Technologies, Inc.s patent infringement lawsuit
On April 14, 2006, Positive Technologies, Inc. filed a complaint in the United States District Court for the Eastern District of Texas against, among others, several of the Companys customers, including BenQ America Corp., Hitachi America Ltd., Panasonic Corp. of North America, Philips Electronics North America Corp. and Toshiba America, Inc. for alleged infringement of two of its patents relating to LCD displays. Positive Technologies, Inc. is seeking, among other things, damages for past infringement. On March 7, 2007, the United States District Court for the Eastern District of Texas granted the Companys intervention in the patent infringement case brought by Positive Technologies, Inc.
Anvik Corporations lawsuit of infringement of patent
On February 2, 2007, Anvik Corporation filed a patent infringement case against the Company, along with other LCD manufacturing companies, in connection with the usage of photo-masking equipment manufactured by Nikon Corporation.
Investigation on anti-competitive activities by authorities in Korea, Japan and U.S.
The Company is currently under investigation by the fair trade or antitrust authorities in Korea, Japan, US and other markets with respect to possible anti-competitive activities in the LCD industry. As of March 31, 2008, the Company, along with a number of other companies in the LCD industry, has been named as defendants in a number of purported federal class actions in the United States alleging that the defendants violated the antitrust laws in connection with the sale of LCD panels. In February 2007, the Company and certain of its officers and directors have been named as defendants in a federal class action in the United States by the shareholders of the Company alleging violations of the U.S. Securities Exchange Act of 1934, as amended, by the Company and certain of its officers and directors in connection with possible anti-competitive activities in the LCD industry.
49
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
12 | Derivative Instruments |
(a) | Details of derivative instruments as of March 31, 2008 are as follows: |
Hedging purpose |
Derivative instrument | |
Hedge of fair value |
Foreign Currency Forwards | |
Range Forward Options | ||
Hedge of cash flows |
Foreign Currency Forwards | |
Cross Currency Swap | ||
Interest Rate Swap |
(b) | Hedge of fair value |
The Company enters into foreign currency forward and range forward option contracts to manage the exposure to changes in currency exchange rates of foreign currency denominated accounts receivable and accounts payable in accordance with its foreign currency risk management policy. Hedge accounting is not applied related to the abovementioned derivatives
(i) Foreign Currency Forwards
Details of foreign currency forwards outstanding as of March 31, 2008 are as follows:
In millions of Won and thousands of USD, except forward rate and maturity date | |||||||||||
Bank |
Maturity date |
Selling | Buying | Forward rate | |||||||
ABN AMRO Bank and others |
April 1, 2008 ~ June 30 2008 |
USD686,000 | (Won) | 650,713 | (Won) (Won) |
935.10 995.60:USD1 |
~
|
(ii) Range Forward Option
Details of range forward option outstanding as of March 31, 2008 are as follows:
In millions of Won and thousands of USD, except forward rate and maturity date | ||||||||||
Bank |
Maturity date |
Selling | Buying | Forward rate | ||||||
Citi Bank and others |
April 8, 2008 ~ September 25, 2008 |
USD660,000 | USD660,000 | (Won) (Won) |
932.00 961.95:USD1 |
~
|
(iii) Unrealized gains and losses related to hedge of fair value as of March 31, 2008 are as follows:
In millions of Won | |||||
Type |
Unrealized gains | Unrealized losses | |||
Foreign Currency Forwards |
(Won) | 64 | 29,181 | ||
Range Forward Option |
| 26,915 |
The unrealized gains and losses included in other current assets and liabilities are charged to operations for the three-month period ended March 31, 2008.
50
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
12 | Derivative Instruments, Continued |
(c) | Hedge of cash flows |
The Company enters into foreign currency forward contracts to manage the exposure to changes in currency exchange rates of cash flows related to purchase of raw materials and sale of products in accordance with its foreign currency risk management policy. In addition, the Company entered into cross currency swap and interest rate swap contracts to manage the exposure to changes in currency exchange rates and interest rates related to floating rate notes.
(i) Foreign Currency Forwards
Details of foreign currency forwards outstanding as of March 31, 2008 are as follows:
In millions of Won and thousands of USD, except forward rate and maturity date | ||||||||||
Bank |
Maturity date |
Selling | Buying | Forward rate | ||||||
BNP PARIBAS Bank and others |
April 2, 2008 ~ October 16, 2008 |
USD943,500 | (Won) | 901,354 | (Won) (Won) |
935.60 982.10:USD1 |
Net unrealized gains and losses, net of related taxes, incurred relating to cash flow hedges from forecasted exports and the purchase of materials, were recorded as accumulated other comprehensive income. Unrealized gains and losses from the contracts that did not meet the requirements for a cash flow hedge were charged to operations as foreign currency translation gains and losses.
The unrealized gains and losses recorded net of tax under accumulated other comprehensive income, are expected to be recognized as realized gain and loss within the next twelve months.
(ii) Cross Currency Swap
In millions of Won and thousands of USD, except forward rate and maturity date | |||||||||||
Bank |
Maturity date |
Selling | Buying | Contract rate | |||||||
Kookmin Bank and others |
August. 29, 2011 ~ January. 31, 2012 |
| USD150,000 | Accept floating rate |
3 MLIBOR ~ 3M LIBOR+0.53% | ||||||
(Won) | 143,269 | | Pay fixed rate |
4.54% ~ 5.35% |
Net unrealized gains and losses, net of related taxes, incurred relating to cash flow hedges from foreign currency loans, were recorded as accumulated other comprehensive income. Unrealized gains and losses from the contracts that did not meet the requirements for a cash flow hedge were charged to operations as foreign currency translation gains and losses.
In relation to the abovementioned cross currency swap, unrealized losses amounting to (Won)3,025 million, recorded net of tax as accumulated other comprehensive income, are expected to be charged to operation as gain and loss within the next twelve months.
51
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
12 | Derivative Instruments, Continued |
(iii) Interest Rate Swap
In thousands of USD, except forward rate and maturity date | |||||||||
Bank |
Maturity date |
Contract amount | Contract rate | ||||||
SC First Bank |
May 21, 2009 ~ May 24, 2010 |
USD | 150,000 | Accept floating rate |
6M LIBOR | ||||
Pay fixed rate | 5.375% ~ 5.644% |
Net unrealized gains and losses, net of related taxes, incurred relating to cash flow hedges from foreign currency loans, were recorded as accumulated other comprehensive income.
In relation to the abovementioned interest rate swap, unrealized losses amounting to (Won)2,708 million, recorded net of tax as accumulated other comprehensive income, are expected to be charged to operation as gain and loss within the next twelve months.
(iv) Unrealized gains and losses related to hedge of cash flows for the three-month period ended March 31, 2008 are as follows:
In millions of Won | |||||||
Type |
Unrealized gains |
Unrealized losses |
Cash flow hedge | ||||
Foreign currency forwards |
(Won) | | 16,086 | Fulfilled | |||
Cross currency swap |
| 21,560 | Fulfilled | ||||
Cross currency swap |
8,025 | | Not fulfilled | ||||
Interest rate swap |
| 13,861 | Fulfilled |
(d) | Realized gains and losses related to derivative instruments for the three-month period ended March 31, 2008 are as follows: |
Hedge purpose |
Type |
Transaction gains |
Transaction losses | ||||
Cash flow hedge |
Cross currency swap | (Won) | 145 | | |||
Cash flow hedge |
Foreign currency forwards | 3,494 | 22,682 | ||||
Fair value hedge |
Foreign currency forwards | 4,732 | 21,408 | ||||
Fair value hedge |
Range forward option | 2,441 | 9,608 |
The transaction gains and losses are charged to operations for the three-month period ended March 31, 2008.
52
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
13 | Income Taxes |
(a) | Income tax expense for the three-month period ended March 31, 2008 is as follows: |
In millions of Won | 2008 | |||
Current income taxes |
(Won) | 149,370 | ||
Changes in deferred income taxes from temporary differences |
(10,524 | ) | ||
Changes in deferred income taxes from tax credit |
75,459 | |||
Changes in deferred income taxes charged directly to stockholders equity |
(16,130 | ) | ||
Income tax expense |
(Won) | 198,175 | ||
(b) | Changes in accumulated temporary differences for the three-month period ended March 31, 2008 are as follows: |
In millions of Won | January 1, 2008 | Increase (decrease) |
March 31, 2008 | |||||
Inventories |
(Won) | 24,236 | 20,827 | 45,063 | ||||
Derivatives |
15,561 | 32,446 | 48,007 | |||||
Property, plant and equipment |
390,226 | (101,275 | ) | 288,951 | ||||
Warranty reserve |
49,295 | 3,603 | 52,898 | |||||
Others |
32,537 | (25,260 | ) | 7,277 | ||||
(Won) | 511,855 | (69,659 | ) | 442,196 | ||||
(c) | Changes in deferred income tax assets (liabilities) for the three-month period ended March 31, 2008 are as follows : |
In millions of Won | January 1, 2008 |
Increase (decrease) |
March 31, 2008 |
Current | Non- Current |
|||||||||||
Inventories |
(Won) | 5,978 | 6,377 | 12,355 | 12,355 | | ||||||||||
Derivatives |
3,898 | 9,304 | 13,202 | 13,202 | | |||||||||||
Property, plant and equipment |
63,733 | 7,745 | 71,478 | | 71,478 | |||||||||||
Warranty reserve |
12,348 | 2,199 | 14,547 | 14,547 | | |||||||||||
Others |
(11,946 | ) | 1,029 | (10,917 | ) | (2,667 | ) | (8,250 | ) | |||||||
Total |
74,011 | 26,654 | 100,665 | 37,437 | 63,228 | |||||||||||
Deferred income taxes added to shareholders equity |
6,303 | (16,130 | ) | (9,827 | ) | 14,164 | (23,991 | ) | ||||||||
Tax credit carryforwards |
403,670 | (75,459 | ) | 328,211 | 286,495 | 41,716 | ||||||||||
(Won) | 483,984 | (64,935 | ) | 419,049 | 338,096 | 80,953 | ||||||||||
(d) | The Controlling Companys statutory tax rate for the three-month periods ended March 31, 2008 and 2007 is 27.5%. Under the Foreign Investment Promotion Act of Korea, from September 1999, the Controlling Company is entitled to an exemption from income taxes in proportion to the percentage of foreign equity for seven years following the registration of each foreign equity investment, and at one-half of that percentage for the subsequent three years. |
53
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
14 | Consolidated Comprehensive Income |
Consolidated comprehensive income (loss) for the three-month periods ended March 31, 2008 and 2007 are as follows:
In millions of Won | 2008 | 2007 | |||||
Net income (loss) |
(Won) | 716,649 | (168,599 | ) | |||
Change in cumulative translation adjustments, net of tax effect of (Won)(23,634) million in 2008 and (Won)1,420 million in 2007 |
39,514 | 8,917 | |||||
Change in fair value of available-for-sale securities, net of tax effect of (Won)(1,198) million in 2008 and Nil in 2007 |
3,160 | | |||||
Gain on valuation of cash flow hedges, net of tax effect of (Won)568 million in 2008 and (Won)6,604 in 2007 |
(1,498 | ) | (17,412 | ) | |||
Loss on valuation of cash flow hedges, net of tax effect of (Won)8,134 million in 2008 and (Won)(113) in 2007 |
(21,445 | ) | 299 | ||||
Comprehensive income (loss) |
(Won) | 736,380 | (176,795 | ) | |||
15 | Cost of Sales |
Cost of sales for the three-month periods ended March 31, 2008 and 2007 is as follows:
In millions of Won | 2008 | 2007 | |||||||||
Finished goods |
(Won) | 2,940,745 | 2,764,743 | ||||||||
Beginning balance of inventories |
453,034 | 572,210 | |||||||||
Cost of goods manufactured |
3,075,713 | 2,758,813 | |||||||||
Ending balance of inventories |
(588,002 | ) | (566,280 | ) | |||||||
Merchandise |
29,113 | | |||||||||
Others |
3,074 | 6,902 | |||||||||
(Won) | 2,972,932 | 2,771,645 | |||||||||
54
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
16 | Selling and Administrative Expenses |
Selling and administrative expenses for the three-month periods ended March 31, 2008 and 2007 are as follows:
In millions of Won | 2008 | 2007 | |||
Salaries |
(Won) | 32,449 | 20,546 | ||
Severance benefits |
2,827 | 1,777 | |||
Other employee benefits |
4,679 | 3,013 | |||
Shipping cost |
42,242 | 46,837 | |||
Rent |
3,036 | 3,314 | |||
Fees and commissions |
15,420 | 18,187 | |||
Entertainment |
1,132 | 784 | |||
Depreciation |
4,633 | 2,450 | |||
Taxes and dues |
1,966 | 1,275 | |||
Advertising |
8,962 | 5,767 | |||
Sales promotion |
2,352 | 6,245 | |||
Development costs |
1,298 | 521 | |||
Research |
28,267 | 26,146 | |||
Bad debt expenses |
504 | 523 | |||
Product warranty and service expenses |
19,463 | 13,676 | |||
Others |
12,350 | 7,352 | |||
(Won) | 181,580 | 158,413 | |||
17 | Earnings (loss) Per Share |
(a) | Basic earnings (loss) per share for the three-month periods ended March 31, 2008 and 2007 are as follows: |
In Won, except share information | 2008 | 2007 | ||||
Net income (loss) |
(Won) | 716,649,035,368 | (168,598,572,489 | ) | ||
Weighted-average number of common shares outstanding |
357,815,700 | 357,815,700 | ||||
Earnings (loss) per share |
(Won) | 2,003 | (471 | ) | ||
There were no events or transactions that result in changes in the number of common shares used for calculating earnings (loss) per share.
55
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
17 | Earnings (loss) Per Share, Continued |
(b) | Diluted earnings per share for the three-month period ended March 31, 2008 are as follows: |
In Won, except share information | 2008 | ||
Net income |
(Won) | 716,649,035,368 | |
Interest on convertible bonds, net of tax |
4,679,438,777 | ||
Adjusted income |
721,328,474,145 | ||
Weighted-average number of common shares outstanding and common equivalent shares(*) |
368,346,462 | ||
Diluted earnings per share |
(Won) | 1,958 | |
For the three-month period ended March 31, 2007, diluted loss per share, is the identical to basic loss per share due to the anti-dilution effect as a result of net loss.
(*) | Weighted-average number of common shares outstanding: |
In shares | 2008 | |
Weighted-average number of common shares (basic) |
357,815,700 | |
Effect of conversion of convertible bonds(**) |
10,530,762 | |
Weighted-average number of common shares (diluted) at March 31, 2008 |
368,346,462 | |
(**) | The conversion effect of the convertible bond for the three-month period ended March 31, 2008 is as follows: |
Descriptions | ||
Number of convertible bonds |
10,530,762 | |
Period |
January 1, 2008 ~ March 31, 2008 | |
Weighted |
91 days / 91 days | |
Effect of conversion of convertible bonds |
10,530,762 |
(c) | Earnings per share and diluted earnings per share for the year ended December 31, 2007 were (Won)3,756 and (Won)3,716, respectively. |
56
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
18 | Transactions and Balances with Related Companies |
(a) | Details of the Companys related parties as of March 31, 2008 are as follows: |
Parent |
Control relationship | |
LG Corp. |
Company that has significant influence over the Company | |
LG Electronics Inc.(*) |
Controlling party | |
Other related parties |
Relationship | |
Paju Electric Glass Co., Ltd. |
Equity-method investee | |
Dacom Multimedia Internet Corporation, Dacom Crossing Corporation, Siltron Incorporated, LG Management Development Institute Co., Ltd., LG Sports Ltd., LG CNS Co., Ltd., Serveone Co.,Ltd., Hiplaza Co.,Ltd., LG Dow Polycarbonate, LG N-Sys Inc., LG MMA Corporation, LG Innotek Co., Ltd., LG Powercom Corp., |
||
Seatek Co.,Ltd., V-ENS Co., Ltd., Hi Business Logistics, Lusem Co., Ltd., CSLeader, AIN Tele Service, Biztech&Ektimo Co. Ltd., LG Solar Energy Inc., Coca-Cola Beverage Co., LG CHEM Ltd., LG Dacom Corporation, LG International Corp., LG Household & Health care Ltd., LG Life Sciences, Ltd., LG Telecom Co., Ltd., LG Micron Ltd. and others |
Affiliates |
(*) | LG Electronics Inc. files consolidated financial statements. |
Koninklijke Philips Electronics N.V., which was the Companys controlling party in 2007, sold its share interest in the Company and its share interest decreased to 13.2% (47,225 thousand shares) and resigned from the Companys management. Accordingly, Koninklijke Philips Electronics N.V. was excluded from the companies that have significant influence over the Company as of March 31, 2008.
(b) | Significant transactions which occurred in the normal course of business with related companies, excluding consolidated subsidiaries, for the three-month periods ended March 31, 2008 and 2007 are as follows: |
In millions of Won | Sales and other income | Purchases and other expense | ||||||||
2008 | 2007 | 2008 | 2007 | |||||||
Controlling party |
(Won) | 950,510 | 840,512 | (Won) | 38,696 | 25,598 | ||||
Companies that have significant influence over the Company |
| | 5,921 | 3,424 | ||||||
Equity-method investee |
106,700 | | | 49,410 | ||||||
Other related parties |
429,945 | 206,151 | 776,985 | 483,311 | ||||||
(Won) | 1,487,155 | 1,046,663 | (Won) | 821,602 | 561,743 | |||||
57
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
18 | Transactions and Balances with Related Companies, Continued |
(c) | Account balances with related companies, excluding consolidated subsidiaries, as of March 31, 2008 and December 31, 2007 are as follows: |
In millions of Won | Trade accounts and notes receivable |
Trade accounts and notes payable | ||||||||
2008 | 2007 | 2008 | 2007 | |||||||
Controlling party |
(Won) | 668,365 | 400,348 | (Won) | 36,500 | 26,003 | ||||
Companies that have significant influence over the Company |
5,924 | 259,580 | 5,106 | 8,654 | ||||||
Equity-method investee |
36,523 | | 5,760 | 30,291 | ||||||
Other related parties |
84,145 | 114,539 | 431,899 | 371,079 | ||||||
(Won) | 794,957 | 774,467 | (Won) | 479,265 | 436,027 | |||||
(d) |
Key management compensation costs for the three-month periods ended March 31, 2008 and 2007 are as follows: |
In millions of Won | 2008 | 2007 | |||
Salaries |
(Won) | 428 | 392 | ||
Post-retirement benefits |
164 | 68 | |||
(Won) | 592 | 460 | |||
Key management refers to the directors who have significant control and responsibilities over the Companys operations and business.
(e) | Transactions between the Controlling Company and its consolidated subsidiaries for the three-month periods ended March 31, 2008 and 2007 are as follows: |
In millions of Won | Sales and other income | Purchases and other expense | ||||||||
2008 | 2007 | 2008 | 2007 | |||||||
LG Display America, Inc. |
(Won) | 496,942 | 277,855 | (Won) | | 5 | ||||
LG Display Taiwan Co., Ltd. |
1,000,390 | 747,311 | | 26 | ||||||
LG Display Japan Co., Ltd. |
350,644 | 283,423 | | | ||||||
LG Display Germany GmbH |
746,319 | 404,287 | 1,351 | 165 | ||||||
LG.Philips LCD Nanjing Co., Ltd. |
405 | 14,077 | 73,139 | 66,622 | ||||||
LG.Philips LCD Shanghai Co., Ltd. |
511,385 | 272,949 | | 12 | ||||||
LG Display Hong Kong Co., Ltd. |
| 212,757 | | 8 | ||||||
LG Display Poland Sp. zo.o. |
140 | 3,357 | 29,423 | 19,211 | ||||||
LG.Philips LCD Guangzhou Co., Ltd. |
16 | 19 | 9,498 | | ||||||
LG.Philips LCD Shenzhen Co., Ltd. |
331,750 | | | | ||||||
(Won) | 3,437,991 | 2,216,035 | (Won) | 113,411 | 86,049 | |||||
58
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
18 | Transactions and Balances with Related Companies, Continued |
(f) | Account balances between the Controlling Company and its consolidated subsidiaries, as of March 31, 2008 and 2007 are as follows: |
In millions of Won | Trade accounts and notes receivable |
Trade accounts and notes payable | ||||||||
2008 | 2007 | 2008 | 2007 | |||||||
LG Display America, Inc. |
(Won) | 337,601 | 213,095 | (Won) | 148 | | ||||
LG Display Taiwan Co., Ltd. |
719,530 | 494,084 | 14 | 13 | ||||||
LG Display Japan Co., Ltd. |
137,938 | 154,182 | 1 | 1 | ||||||
LG Display Germany GmbH |
533,454 | 549,987 | 1,188 | 3 | ||||||
LG.Philips LCD Nanjing Co., Ltd. |
8,084 | 10,191 | 56,968 | 44,636 | ||||||
LG.Philips LCD Shanghai Co., Ltd. |
394,222 | 247,679 | | | ||||||
LG Display Hong Kong Co., Ltd. |
| 33 | 49 | 49 | ||||||
LG Display Poland Sp. zo.o. |
351 | 14,310 | 13,525 | 22,170 | ||||||
LG.Philips LCD Guangzhou Co., Ltd. |
1,217 | 15,038 | 5,423 | 470 | ||||||
LG.Philips LCD Shenzhen Co., Ltd. |
188,181 | 222,565 | | | ||||||
(Won) | 2,320,578 | 1,921,164 | (Won) | 77,316 | 67,342 | |||||
19 | Segment Information |
The Company manufactures and sells TFT-LCD and AM-OLED products. Export sales represent approximately 93% of total sales for the three-month period ended March 31, 2008.
The following is a summary of operations by region based on the location of the business for the three-month periods ended March 31, 2008:
In millions of Won | Korea | Asia | America | Europe | Consolidation Adjustment |
Consolidation | |||||||||||||||
Domestic | Export | ||||||||||||||||||||
Total sales |
(Won) | 291,540 | 3,890,514 | 2,208,280 | 459,328 | 766,533 | | 7,616,195 | |||||||||||||
Inter-company sales |
| (3,347,746 | ) | (111,554 | ) | (454 | ) | (30,830 | ) | | (3,580,584 | ) | |||||||||
Net sales |
(Won) | 291,540 | 452,768 | 2,096,726 | 458,874 | 735,703 | | 4,035,611 | |||||||||||||
Operating income |
948,284 | (1,349 | ) | 366 | 3,221 | (69,423 | ) | 881,099 | |||||||||||||
Total assets |
(Won) | 14,322,932 | 2,112,538 | 351,357 | 922,744 | (2,471,873 | ) | 15,237,698 |
59
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
20 | Supplemental Cash Flow Information |
Significant transactions not affecting cash flows for the three-month periods ended March 31, 2008 and 2007 are as follows:
In millions of Won | 2008 | 2007 | |||
Other accounts payable arising from the purchase of property, plant and equipment |
(Won) | 459,213 | 705,824 |
21 | Subsequent Event |
On April 7, 2008, the Company entered into a 50-50 joint venture agreement with Skyworth-RGB Electronics Co., Limited, to set up a research and development joint venture company, to be named Guangzhou New Vision Technology Research and Development Limited. Both Skyworth-RGB Electronics Co., Limited and the Company agreed to invest RMB 25 million each in the joint venture company which is expected to be formed in May 2008. The joint venture company will carry out product planning, design and development activities spanning from TFT-LCD modules to television sets with the purpose of providing televisions tailored to meet the needs of Chinese consumers.
60
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
December 31, 2007 and March 31, 2008
(In millions of Korean Won, and thousands of U.S. dollars, except for share data) | 2007 | 2008 | 2008 (note 1(c)) | ||||||
Assets |
|||||||||
Current assets: |
|||||||||
Cash and cash equivalents |
(Won) | 1,196,423 | (Won) | 1,008,362 | $ | 1,019,990 | |||
Short-term financial instruments |
785,000 | 1,980,000 | 2,002,832 | ||||||
Accounts receivable, net (note 3) |
|||||||||
Trade, net |
1,565,223 | 1,819,025 | 1,840,001 | ||||||
Due from affiliates |
774,467 | 794,957 | 804,124 | ||||||
Others, net |
97,098 | 69,403 | 70,203 | ||||||
Prepaid expenses |
41,435 | 82,065 | 83,011 | ||||||
Prepaid value added tax |
105,924 | 121,471 | 122,872 | ||||||
Deferred income tax assets (note 10) |
335,347 | 340,517 | 344,444 | ||||||
Inventories (note 5) |
823,924 | 1,031,007 | 1,042,896 | ||||||
Available-for-sale securities (note 4) |
63 | 64 | 65 | ||||||
Other current assets |
29,472 | 48,792 | 49,355 | ||||||
Total current assets |
5,754,376 | 7,295,663 | 7,379,793 | ||||||
Long-term prepaid expenses |
181,511 | 236,678 | 239,407 | ||||||
Property, plant and equipment, net (note 7) |
7,591,654 | 7,448,961 | 7,534,858 | ||||||
Intangible assets, net |
77,487 | 62,425 | 63,145 | ||||||
Deferred income tax assets (note 10) |
160,464 | 75,752 | 76,626 | ||||||
Available-for-sale securities (notes 4 and 15) |
1 | 100,349 | 101,506 | ||||||
Other non-current assets |
79,207 | 91,638 | 92,695 | ||||||
Total non-current assets |
8,090,324 | 8,015,803 | 8,108,237 | ||||||
Total assets |
13,844,700 | 15,311,466 | 15,488,030 | ||||||
Liabilities, Minority Interest and Stockholders Equity |
|||||||||
Current liabilities: |
|||||||||
Trade accounts payable |
|||||||||
Trade |
714,814 | 756,452 | 765,175 | ||||||
Due to affiliates |
279,887 | 308,044 | 311,596 | ||||||
Other accounts payable |
|||||||||
Others |
458,764 | 559,614 | 566,067 | ||||||
Due to affiliates |
156,140 | 253,277 | 256,198 | ||||||
Short-term borrowings (note 8) |
4,660 | 589,618 | 596,417 | ||||||
Accrued expenses |
99,288 | 75,742 | 76,615 | ||||||
Income taxes payable |
78,133 | 189,326 | 191,509 | ||||||
Current portion of long-term debt and debentures (notes 9 and 15) |
409,236 | 386,215 | 390,669 | ||||||
Other current liabilities |
248,377 | 256,566 | 259,525 | ||||||
Total current liabilities |
2,449,299 | 3,374,854 | 3,413,771 | ||||||
Long-term debt, net of current portion (notes 9 and 15) |
3,044,252 | 3,118,687 | 3,154,650 | ||||||
Long-term other accounts payable (note 15) |
31,046 | 36,613 | 37,035 | ||||||
Long-term accrued expenses |
17,828 | 16,486 | 16,676 | ||||||
Accrued severance benefits, net |
53,496 | 70,127 | 70,936 | ||||||
Total non-current liabilities |
3,146,622 | 3,241,913 | 3,279,297 | ||||||
Total liabilities |
5,595,921 | 6,616,767 | 6,693,068 | ||||||
Minority interest |
86 | 86 | 87 | ||||||
Stockholders equity (note 11) |
|||||||||
Common stock, W5,000 par value. Authorized 500,000,000 shares; issued and outstanding 357,815,700 shares in 2007 and 2008 |
1,789,078 | 1,789,078 | 1,809,709 | ||||||
Capital surplus |
2,249,638 | 2,252,708 | 2,278,685 | ||||||
Accumulated other comprehensive income |
15,686 | 53,756 | 54,376 | ||||||
Retained earnings |
4,194,291 | 4,599,071 | 4,652,105 | ||||||
Total shareholders equity |
8,248,693 | 8,694,613 | 8,794,875 | ||||||
Commitments and contingencies (note 14) |
|||||||||
Total liabilities, minority interest and stockholders equity |
(Won) | 13,844,700 | (Won) | 15,311,466 | $ | 15,488,030 | |||
See accompanying notes to consolidated financial statements.
61
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three-month periods ended March 31, 2007 and 2008
(In millions of Korean Won, and thousands of U.S. dollars, except for earnings per share) | 2007 | 2008 | 2008 (note 1(c)) |
|||||||||
Sales (note 16) |
||||||||||||
Related parties |
(Won) | 1,046,663 | (Won) | 820,701 | $ | 830,165 | ||||||
Others |
1,675,793 | 3,214,910 | 3,251,982 | |||||||||
2,722,456 | 4,035,611 | 4,082,147 | ||||||||||
Cost of sales (note 12) |
2,758,941 | 2,964,562 | 2,998,747 | |||||||||
Gross profit (loss) |
(36,485 | ) | 1,071,049 | 1,083,400 | ||||||||
Selling, general and administrative expenses (note 12) |
168,288 | 179,139 | 181,205 | |||||||||
Operating income (loss) |
(204,773 | ) | 891,910 | 902,195 | ||||||||
Other income (expense) |
||||||||||||
Interest income |
8,435 | 39,517 | 39,973 | |||||||||
Interest expenses |
(46,976 | ) | (35,490 | ) | (35,899 | ) | ||||||
Foreign exchange loss, net |
(2,335 | ) | (15,661 | ) | (15,842 | ) | ||||||
Rental income |
1,007 | 846 | 856 | |||||||||
Others, net |
2,156 | 4,534 | 4,586 | |||||||||
Total other expense |
(37,713 | ) | (6,254 | ) | (6,326 | ) | ||||||
Income (loss) before income tax expense (benefit) |
(242,486 | ) | 885,656 | 895,869 | ||||||||
Income tax expense (benefit) (note 10) |
(73,245 | ) | 212,514 | 214,965 | ||||||||
Minority interest |
| | | |||||||||
Net income (loss) |
(Won) | (169,241 | ) | (Won) | 673,142 | $ | 680,904 | |||||
Earnings (loss) per share (note 13) |
||||||||||||
Basic earnings (loss) per share |
(Won) | (473 | ) | (Won) | 1,881 | $ | 2 | |||||
Diluted earnings (loss) per share |
(Won) | (473 | ) | (Won) | 1,836 | $ | 2 | |||||
See accompanying notes to consolidated financial statements.
62
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
(Unaudited)
Three-month periods ended March 31, 2007 and 2008
Common Stock | Capital Surplus | Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total | ||||||||||||||||||||
Additional Paid-In Capital |
Unearned Compensation |
|||||||||||||||||||||||
(in millions of Korean Won except for number of shares) |
Shares | Amount | ||||||||||||||||||||||
Balance as of January 1, 2007 |
357,815,700 | (Won) | 1,789,078 | (Won) | 2,251,112 | (Won) | (4,165 | ) | (Won) | 2,849,912 | (Won) | (12,367 | ) | (Won) | 6,873,570 | |||||||||
Stock compensation expense |
| | | 476 | | | 476 | |||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||
Net loss |
| | | | (169,241 | ) | | (169,241 | ) | |||||||||||||||
Cumulative translation adjustment |
| | | | | 8,918 | 8,918 | |||||||||||||||||
Net unrealized loss on derivative, net of tax |
| | | | | (15,443 | ) | (15,443 | ) | |||||||||||||||
Total comprehensive loss |
(175,766 | ) | ||||||||||||||||||||||
Balance as of March 31, 2007 |
357,815,700 | (Won) | 1,789,078 | (Won) | 2,251,112 | (Won) | (3,689 | ) | (Won) | 2,680,671 | (Won) | (18,892 | ) | (Won) | 6,698,280 | |||||||||
Balance as of January 1, 2008 |
357,815,700 | (Won) | 1,789,078 | (Won) | 2,251,112 | (Won) | (1,474 | ) | (Won) | 4,194,291 | (Won) | 15,686 | (Won) | 8,248,693 | ||||||||||
Stock compensation expense |
| | | 738 | | | 738 | |||||||||||||||||
Payment of dividend |
| | | | (268,362 | ) | | (268,362 | ) | |||||||||||||||
Change in conversion price of convertible bond |
| | 2,332 | | | | 2,332 | |||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||
Net income |
| | | | 673,142 | | 673,142 | |||||||||||||||||
Unrealized gain on available-for-sale securities |
| | | | | 2,972 | 2,972 | |||||||||||||||||
Cumulative translation adjustment |
| | | | | 38,424 | 38,424 | |||||||||||||||||
Net unrealized loss on derivative, net of tax |
| | | | | (3,326 | ) | (3,326 | ) | |||||||||||||||
Total comprehensive income |
711,212 | |||||||||||||||||||||||
Balance as of March 31, 2008 |
357,815,700 | (Won) | 1,789,078 | (Won) | 2,253,444 | (Won) | (736 | ) | (Won) | 4,599,071 | (Won) | 53,756 | (Won) | 8,694,613 | ||||||||||
(in thousands of U.S. dollars) (Note 1 (c)) | Common Stock | Capital Surplus | Retained Earnings |
Accumulated Other Comprehensive Income |
Total | |||||||||||||||||||
Additional Paid-In Capital |
Unearned Compensation |
|||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||
Balance as of January 1, 2008 |
357,815,700 | $ | 1,809,709 | $ | 2,277,071 | $ | (1,491 | ) | $ | 4,242,657 | $ | 15,867 | $ | 8,343,813 | ||||||||||
Stock compensation expense |
| | | 746 | | | 746 | |||||||||||||||||
Payment of dividend |
| | | | (271,456 | ) | | (271,456 | ) | |||||||||||||||
Change in conversion price of convertible bond |
| | 2,359 | | | | 2,359 | |||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||
Net income |
| | | | 680,904 | | 680,904 | |||||||||||||||||
Unrealized gain on available-for-sale securities - |
| | | | | 3,006 | 3,006 | |||||||||||||||||
Cumulative translation adjustment |
| | | | | 38,867 | 38,867 | |||||||||||||||||
Net unrealized loss on derivative, net of tax |
| | | | | (3,364 | ) | (3,364 | ) | |||||||||||||||
Total comprehensive income |
719,413 | |||||||||||||||||||||||
Balance as of March 31, 2008 |
357,815,700 | $ | 1,809,709 | $ | 2,279,430 | $ | (745 | ) | $ | 4,652,105 | $ | 54,376 | $ | 8,794,875 | ||||||||||
See accompanying notes to consolidated financial statements.
63
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Three-month periods ended March 31, 2007 and 2008
(In millions of Korean Won, and thousands of U.S. dollars) | 2007 | 2008 | 2008 (note 1(c)) |
|||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) |
(Won) | (169,241 | ) | (Won) | 673,142 | $ | 680,904 | |||||
Adjustments for: |
||||||||||||
Depreciation |
709,866 | 663,877 | 671,532 | |||||||||
Amortization of intangible assets |
1,877 | 14,085 | 14,247 | |||||||||
Loss (gain) on disposal of property, plant and equipment, net |
(593 | ) | 522 | 528 | ||||||||
Loss on foreign currency translation, net |
14,686 | 50,207 | 50,786 | |||||||||
Amortization of discount on debentures |
900 | 1,100 | 1,113 | |||||||||
Provision for severance benefits |
18,328 | 22,120 | 22,375 | |||||||||
Others, net |
30,631 | 30,510 | 30,862 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Decrease (increase) in trade accounts and notes receivable |
(32,297 | ) | (222,781 | ) | (225,350 | ) | ||||||
Decrease (increase) in inventories |
(26,005 | ) | (207,083 | ) | (209,471 | ) | ||||||
Decrease (increase) in deferred income tax assets, net |
(78,378 | ) | 63,684 | 64,418 | ||||||||
Decrease (increase) in other current assets |
(38,480 | ) | (45,249 | ) | (45,771 | ) | ||||||
Increase (decrease) in trade accounts payable |
(48,428 | ) | 61,068 | 61,772 | ||||||||
Increase (decrease) in other accounts payable |
14,863 | (32,100 | ) | (32,470 | ) | |||||||
Increase (decrease) in accrued expenses |
(23,575 | ) | (23,546 | ) | (23,817 | ) | ||||||
Increase (decrease) in other current liabilities |
(47,028 | ) | 37,338 | 37,769 | ||||||||
Net cash provided by operating activities |
327,126 | 1,086,894 | 1,099,427 | |||||||||
Cash flows from investing activities: |
||||||||||||
Acquisition of property, plant and equipment |
||||||||||||
Acquisition from related parties |
(153,467 | ) | (117,769 | ) | (119,127 | ) | ||||||
Acquisition from others |
(339,502 | ) | (104,727 | ) | (105,935 | ) | ||||||
Proceeds from disposal of property, plant and equipment |
2,957 | 1,753 | 1,773 | |||||||||
Acquisition of intangible assets |
(2,057 | ) | (10,793 | ) | (10,917 | ) | ||||||
Acquisition of short-term financial instruments |
| (1,245,000 | ) | (1,259,357 | ) | |||||||
Proceeds from disposal of short-term financial instruments |
| 50,000 | 50,577 | |||||||||
Acquisition of available-for-sale securities |
| (96,249 | ) | (97,359 | ) | |||||||
Others, net |
239 | (2,328 | ) | (2,355 | ) | |||||||
Net cash used in investing activities |
(491,830 | ) | (1,525,113 | ) | (1,542,700 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of long-term debts |
273,014 | 23,637 | 23,910 | |||||||||
Proceeds from short-term borrowings |
| 584,958 | 591,703 | |||||||||
Repayment of short-term borrowings |
(57,685 | ) | | | ||||||||
Repayment of current portion of long-term debts and debentures |
(24,955 | ) | (76,238 | ) | (77,117 | ) | ||||||
Payment of dividend |
| (268,362 | ) | (271,457 | ) | |||||||
Net cash provided by financing activities |
190,374 | 263,995 | 267,039 | |||||||||
Effect of exchange rate changes on cash and cash equivalents |
(81 | ) | (13,837 | ) | (13,996 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
25,589 | (188,061 | ) | (190,230 | ) | |||||||
Cash and cash equivalents at beginning of period |
954,362 | 1,196,423 | 1,210,220 | |||||||||
Cash and cash equivalents at end of period |
(Won) | 979,951 | (Won) | 1,008,362 | $ | 1,019,990 | ||||||
See accompanying notes to consolidated financial statements.
64
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
1. | Summary of Significant Accounting Policies |
(a) | Basis of Presentation |
The unaudited consolidated financial statements of LG Display Co., Ltd. (formerly, LG.Philips LCD Co., Ltd.) (LGD) and its subsidiaries (collectively, the Company) have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) for the preparation of interim financial information. They do not include all information and notes required by U.S. GAAP in the preparation of annual consolidated financial statements. The information furnished in these unaudited interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed. The results of operations in the interim statements do not necessarily indicate the results that may be expected for the full year. The accounting policies used in the preparation of the unaudited consolidated financial statements are the same as those described in LGDs audited consolidated financial statements prepared in accordance with U.S. GAAP for the year ended December 31, 2007 except as discussed in note 2. The condensed consolidated balance sheet as of December 31, 2007 is derived from the December 31, 2007 audited financial statements which were audited by other accountants.
Toshiba Corporation (Toshiba) acquired 20% of LG Display Poland Sp. zo.o. (formerly, LG.Philips LCD Poland Sp. zo.o.) in December 2007. With the acquisition of the 20% interest, Toshiba and the Company entered into a derivative contract that is indexed to LG Display Poland Sp. zo.o.s equity shares. According to the contract, LGD has a call option to buy Toshibas 20% interest in LG Display Poland Sp. zo.o. and Toshiba has a put option to sell its 20% interest in LG Display Poland Sp. zo.o. to LGD under the same terms, that is, the price of the call is equal to the price of the put option which is the total amount of Toshibas investment at cost. The call and put option is exercisable after five years from the date of acquisition and on each anniversary thereafter with no stated expiry date in whole or in part. In accordance with EITF 00-4, Majority Owners Accounting for a Transaction in the Shares of a Consolidated Subsidiary and a Derivative Indexed to the Minority Interest in That Subsidiary, LG Display Poland Sp. Zo.o is consolidated as a wholly owned subsidiary and Toshibas 20% interest in LG Display Poland Sp. zo.o. is accounted for as a financing by the Company and recorded as long-term other accounts payable in the amount of (Won)36,612 million as of March 31, 2008. The financing will be accreted to the fixed price of the call and put option under the effective yield method and recorded as interest expense over a five year period.
(b) | Use of Estimates |
The preparation of the consolidated financial statements, in accordance with, U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
65
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
(c) | United States Dollar Amounts |
The Company operates primarily in Korea and its financial accounting records are maintained in Korean Won. These translations should not be construed as a representation that the Korean Won amounts shown could be converted, realized or settled in U.S. dollars at this or any other rate. The U.S. dollar amounts are provided herein as supplemental information solely for the convenience of the reader. Korean Won amounts are expressed in U.S. dollars at the rate of (Won)988.60 to USD 1, the US Federal Reserve Bank of New York noon buying exchange rate in effect on March 31, 2008. The U.S. dollar amounts are unaudited and are not presented in accordance with generally accepted accounting principles in either Korea or the United States of America.
(d) | Recent Accounting Pronouncements |
In December 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 141(R), Business Combinations (SFAS No. 141(R)). SFAS No. 141(R) establishes principles and requirements for how the acquirer in business combinations should recognize and measure identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently in the process of evaluating the impact, if any, of adopting this standard.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements An amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160 requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statements of financial position within equity, but separate from the parents equity. It also requires companies to clearly identify and present on the face of the consolidated statements of income, the amount of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of SFAS No. 160 will result in the reclassification of minority interests from long-term liabilities to stockholders equity. The balance at March 31, 2008 was (Won)86 million. The Company does not believe the adoption of SFAS No. 160 will have a material impact on the Companys consolidated financial position, results of operations or cash flows.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161). The new standard is intended to help investors better understand how derivative instruments and hedging activities affect an entitys financial position, financial performance and cash flows through enhanced disclosure requirements. The enhanced disclosures include, for example:
| a tabular summary of the fair value of derivative instruments and their gains and losses; |
66
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
| disclosure of derivative features that are credit-risk-related to provide more information regarding an entitys liquidity; and |
| cross-referencing within footnotes to make it easier for financial statement users to locate important information about derivative instruments. |
SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently in the process of evaluating the impact, if any, of adopting this standard.
2. | Accounting Changes |
Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurement (SFAS No. 157) and SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FASB Statement No. 115 (SFAS No. 159).
The adoption of SFAS No. 157 and SFAS No. 159 did not have any effect on our financial statements at the date of adoption. For additional information, see Note 15 (Fair Value of Assets and Liabilities) to Consolidated Financial Statements.
67
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
3. | Accounts Receivable |
The Companys accounts receivables, including trade accounts and notes receivable as of December 31, 2007 and March 31, 2008 are as follows:
(in millions of Korean Won) | 2007 | 2008 | |||||
Trade |
(Won) | 1,574,241 | 1,829,179 | ||||
Due from affiliates |
774,467 | 794,957 | |||||
Others |
98,341 | 70,301 | |||||
2,447,049 | 2,694,437 | ||||||
Allowance for doubtful accounts |
(10,261 | ) | (11,052 | ) | |||
(Won) | 2,436,788 | 2,683,385 | |||||
4. | Available-for-sale Securities |
Available-for-sale securities as of December 31, 2007 and March 31, 2008 are as follows:
(in millions of Korean Won) | Acquisition Cost |
Fair value | Carrying amount | ||||||
2007 | 2008 | ||||||||
Debt securities: |
|||||||||
HannStar Display Corporation(*) |
(Won) | 96,249 | 100,348 | | 100,348 | ||||
Government bonds |
64 | 64 | 63 | 64 | |||||
Equity securities: |
|||||||||
Others |
1 | 1 | 1 | 1 | |||||
(Won) | 96,314 | 100,413 | 64 | 100,413 | |||||
(*) | The Company purchased 180 million shares of non-voting mandatorily redeemable convertible preferred stock. The preferred stocks are convertible into common stocks of HannStar Display Corporation at a ratio of 1:1 at the option of the Company from issue date (February 28, 2008) to maturity (February 28, 2011). The Company has a put option for total or partial cash redemption of convertible preferred stocks during the period between 18 months from issuance to 91 days prior to maturity and the issuer has a call option to repay, in cash, total preferred stocks during the period between 2 years from issuance to 90 days prior to maturity. The abovementioned convertible preferred stocks have been privately issued under the Taiwanese Law, which restricts the sale of the preferred stocks and the stocks acquired through conversion are not to be traded in the Taiwanese stock exchange until the original maturity of the preferred stocks. |
68
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
5. | Inventories |
Inventories as of December 31, 2007 and March 31, 2008 are as follows:
(in millions of Korean Won) | 2007 | 2008 | |||
Finished goods |
(Won) | 453,034 | 588,002 | ||
Work-in-process |
208,668 | 272,795 | |||
Raw materials |
162,222 | 162,429 | |||
Merchandise |
| 7,781 | |||
(Won) | 823,924 | 1,031,007 | |||
6. | Derivative Instruments and Hedging Activities |
Derivatives for cash flow hedge
During the three-month periods ended March 31, 2007 and 2008, 274 and 109 foreign currency forward contracts were designated as cash flow hedges, respectively. During the three-month periods ended March 31, 2007 and 2008, these cash flow hedges were fully effective and changes in the fair value of the derivatives of (Won)(3,022) million and (Won)(3,326) million, respectively, were recorded in other comprehensive income. The deferred loss of (Won)(3,326) million for derivatives designated as cash flow hedges are expected to be reclassified into earnings within the next twelve months.
Derivatives for trading
For the three-month periods ended March 31, 2007 and 2008, the Company recorded realized exchange loss of (Won)2,566 million and (Won)23,843 million, respectively, on derivative contracts designated for trading upon settlement.
In addition, for the three-month periods ended March 31, 2007 and 2008, the Company recorded unrealized loss of (Won)1,562 million and (Won)83,428 million, respectively, relating to these derivative contracts designated for trading.
69
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
7. | Property, Plant and Equipment |
Property, plant and equipment as of December 31, 2007 and March 31, 2008 are as follows:
(in millions of Korean Won) | 2007 | 2008 | |||||
Land |
(Won) | 342,253 | 388,408 | ||||
Buildings |
2,615,087 | 2,670,497 | |||||
Machinery, equipment and vehicles |
14,857,369 | 14,958,575 | |||||
Tools, furniture and fixtures |
693,750 | 710,577 | |||||
Machinery-in-transit |
19,422 | 92,809 | |||||
Construction-in-progress |
753,249 | 1,015,065 | |||||
19,281,130 | 19,835,931 | ||||||
Accumulated depreciation |
(11,689,476 | ) | (12,386,970 | ) | |||
(Won) | 7,591,654 | 7,448,961 | |||||
8. | Short-Term Borrowings |
Short-term borrowings as of December 31, 2007 and March 31, 2008 are as follows:
(in millions of Korean Won) | 2007 | 2008 | |||
Loans, principally from banks: with interest rate of LIBOR + 0.50 ~ 0.70 % principally |
(Won) | 4,660 | 589,618 |
9. | Long-Term Debt |
Long-term debt as of December 31, 2007 and March 31, 2008 are as follows:
(in millions of Korean Won) | 2007 | 2008 | |||
Won denominated debt : |
|||||
Unsecured loans, representing obligations principally to banks: |
(Won) | 19,566 | 9,783 | ||
Unsecured loans, representing obligation principally to banks: |
29,550 | 19,700 | |||
Unsecured loans, representing obligation principally to banks: |
18,982 | 18,982 | |||
Unsecured loans, representing obligation principally to banks: |
60,000 | 60,000 | |||
Unsecured bond with interest rate ranging from 3.50 % to 5.89%: |
1,772,216 | 1,743,645 | |||
1,900,314 | 1,852,110 | ||||
70
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
(in millions of Korean Won) | 2007 | 2008 | |||||
U.S. dollar denominated debt : |
|||||||
Unsecured loans, representing obligations principally to banks: |
(Won) | 127,279 | 129,051 | ||||
Unsecured loans, representing obligations principally to banks: |
9,383 | 24,793 | |||||
Unsecured loans, representing obligations principally to banks: |
11,258 | 11,900 | |||||
Unsecured loans, representing obligations principally to banks: |
28,146 | 22,313 | |||||
Unsecured loans, representing obligations principally to banks: |
187,640 | 198,340 | |||||
Unsecured loans, representing obligations principally to banks: |
187,640 | 198,340 | |||||
Unsecured loans, representing obligations principally to banks: |
93,820 | 99,170 | |||||
Unsecured loans, representing obligations principally to banks: |
46,910 | 49,585 | |||||
Unsecured loans, representing obligations principally to banks: |
131,348 | 138,838 | |||||
Unsecured loans, representing obligations principally to banks: |
93,820 | 99,170 | |||||
Zero Coupon Convertible Bond due 2012 (put year : 2010) |
527,361 | 561,677 | |||||
1,444,605 | 1,533,177 | ||||||
Euro denominated debt : |
|||||||
Unsecured loans, representing obligations principally to banks: |
95,726 | 109,690 | |||||
Chinese Renminbi denominated debt : |
|||||||
Unsecured loans, representing obligations principally to banks: |
12,843 | | |||||
Unsecured loans, representing obligations principally to banks: |
| 9,925 | |||||
12,843 | 9,925 | ||||||
Less : Current portion |
(409,236 | ) | (386,215 | ) | |||
(Won) | 3,044,252 | 3,118,687 | |||||
Based on the terms and conditions of the convertible bond due 2012, the conversion price was changed from (Won)49,070 to (Won)48,760 per share due to payment of cash dividends of (Won)750 per share for the year ended December 31, 2007.
The number of common shares to be issued if the outstanding convertible bonds are fully converted is 10,530,762 shares as of March 31, 2008.
71
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
10. | Income Taxes |
The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of SFAS Statement 109 (FIN 48) on January 1, 2007. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The adoption of FIN 48 did not have any impact on the Companys consolidated financial statements. The Company does not have any unrecognized tax positions as of March 31, 2008 and there has been no change since adoption.
The Companys primary tax jurisdictions are Korea, China, Japan, Germany, Poland and the United States. Open tax years of the Company are 5 years, 6 years, 1 year, 5 years, 3 years and 9 years in Korea, China, Japan, Germany, Poland and the United States, respectively. The Company has not made any provision for the disputed tax liabilities under SFAS No. 109 or FIN 48.
Managements policy is to recognize accrued interest on the underpayment of income taxes as a component of interest expense and penalties associated with tax liabilities as a component of income tax expense. However, there was no such interest or penalties incurred during the three-month period ended March, 31, 2008.
The valuation allowance for deferred tax assets as of January 1, 2007 was (Won)159,527 million, but there was no valuation allowance as of January 1, 2008. The net change in the total valuation allowance was an increase of (Won)15,268 million during the three-month period ended March 31, 2007, but there was no change in the valuation allowance during the three-month period ended March 31, 2008. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
11. | Stockholders Equity |
On May 21, 2004, employees of the Company formed an employee stock ownership association, (ESOA), which has the right to purchase on behalf of its membership up to 20% (1,728,000 shares) of shares offered publicly in Korea, pursuant to the Korean Securities and Exchange Act. Employees purchased the shares through the ESOA with loans provided by the Company at the initial public offering price ((Won)34,500) and put under each individual employees account. 20% of the 20% of shares (345,600 shares) purchased by employees with loans from the Company is accounted for as a restricted stock award which vests over four years. Unearned compensation, shown as a deduction of capital surplus, will be amortized over the 4-year vesting period. During the three-month period ended March 31, 2007 and 2008, the Company recorded compensation expense of (Won)476 million and (Won)738 million, respectively.
72
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
12. | Stock Option Plan |
Effective January 1, 2005, the Company adopted the provisions of SFAS No. 123(R), Share-Based Payment (SFAS No. 123(R)). SFAS No. 123(R) establishes accounting for share-based awards exchanged for employee services. SFAS No. 123(R) requires that an award that is classified as a liability to be initially measured at its grant date fair value and remeasured at fair value at the end of each reporting period until the award is settled or expires. The measurement is based on the current stock price and other relevant factors. The difference between the fair value amounts is recognized as compensation expense during the requisite service period, based on the percentage of the requisite service that the employee has rendered as of that date. In accordance with SFAS No. 123(R), compensation expense is remeasured at each reporting date, based on the fair value of the award, and is recognized as expense over the employee requisite service period.
On April 7, 2005, the Company granted 450,000 shares of stock appreciations rights (SARs) for selected management employees. Under the terms of this plan, management, upon exercise, receives cash equal to the amount that the market price of the Companys common stock exceeds the strike price ((Won)44,050) of the SARs. The vesting period is two years starting from the grant date, and exercisable period is April 8, 2008 through April 7, 2012.
The following table shows total share-based compensation expense included in the consolidated statement of operations for the three-month periods ended March 31, 2007 and 2008:
(in millions of Korean Won) | 2007 | 2008 | ||||
Selling general and administrative expense |
(Won) | 1,134 | (2,801 | ) |
There were no capitalized share-based compensation costs for the three-month periods ended March 31, 2007 and 2008.
73
LG DISPLAY CO., LTD. (formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
The following tables summarize option activity under the SARs for the three-month period ended March 31, 2008:
Weighted- average exercise price (in Korean Won) |
Number of shares under option |
Weighted- average remaining contractual life (in years) | |||||
Balance at December 31, 2007 |
(Won) | 44,050 | 220,000 | 4 | |||
Options granted |
| | |||||
Options exercised |
| | |||||
Options canceled/expired |
| | |||||
Balance at March 31, 2008 |
(Won) | 44,050 | 220,000 | 4 | |||
Exercisable at March 31, 2008 |
(Won) | | | ||||
If the increase rate of the Companys share price is equal or less than that of the Korea Composite Stock Price Index (KOSPI) over the three-year period following the grant date, only 50% of the initially granted SARs are exercisable. The actual increase rate of the Companys share price for the three-year period ending April 7, 2008, was less than that of the KOSPI. As a result, only 50% of the SARs are exercisable.
In connection with the adoption of SFAS No. 123(R), the Company assessed its valuation technique and related assumptions. The Company estimates the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of SFAS No. 123(R) and Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 107. Key input assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Companys stock, the risk-free rate and the Companys dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by selected managements who receive SARs, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company under SFAS No. 123(R).
The fair value of SARs as of March 31, 2007 and 2008, was estimated using a Black-Scholes valuation model with the following assumptions:
2007 | 2008 | |||||||
Volatility |
48.13 | % | 46.85 | % | ||||
Risk-free interest rate (Korean government bond) |
4.80 | % | 5.13 | % | ||||
Dividend yield |
0 | % | 0 | % | ||||
Weighted-average fair value per option granted |
(Won) | 12,978 | (Won) | 21,338 |
Volatility is measured using historical weekly price changes of the Companys stock over the respective term of the option.
The number of years that the Company estimates that options will be outstanding prior to settlement as of March 31, 2008, is two years.
74
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
13. | Earnings (Loss) Per Share |
(a) | Basic earnings (loss) per share for the three-month periods ended March 31, 2007 and 2008 were as follows: |
(in Korean Won, except for share data) | 2007 | 2008 | ||||
Net income (loss) |
(Won) | (169,241,305,701 | ) | 673,142,201,795 | ||
Weighted-average number of common shares outstanding |
357,815,700 | 357,815,700 | ||||
Earnings (loss) per share |
(Won) | (473 | ) | 1,881 | ||
(b) | Diluted earnings per share for the three-month period ended March 31, 2008 was as follows: |
(in Korean Won, except for share data) | 2008 | ||
Net income (1) |
(Won) | 676,419,600,045 | |
Weighted-average number of common shares outstanding and common shares equivalent ( 2) |
368,346,462 | ||
Diluted earnings per share |
(Won) | 1,836 | |
Diluted loss per share for the three-month period ended March 31, 2007 was identical to basic loss per share as the conversion of convertible bonds would have an anti-dilutive effect.
(1) | Adjustments to net income: |
(in Korean Won) | 2008 | ||
Net income |
(Won) | 673,142,201,795 | |
Interest expense of convertible bonds, net of tax |
3,277,398,250 | ||
Adjusted income |
(Won) | 676,419,600,045 | |
(2) | Weighted-average number of common shares outstanding: |
(in shares) | 2008 | |
Weighted-average number of common shares |
357,815,700 | |
Effect of conversion of convertible bonds |
10,530,762 | |
Weighted average number of common shares and common shares equivalent at March 31, 2008 |
368,346,462 | |
75
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
14. | Commitments and Contingencies |
(a) | Commitments |
Overdraft agreements and credit facility agreement
As of March 31, 2008, the Company has bank overdraft agreements with Woori Bank and other various banks amounting to (Won)59,000 million and has a revolving credit facility agreement with several banks totaling (Won)100,000 million and USD100 million. There is no outstanding balance as of March 31, 2008.
Factoring and securitization of accounts receivable
As of March 31, 2008, the Company has agreements with Korea Development Bank and several other banks for U.S. dollar denominated accounts receivable negotiating facilities with recourse of up to an aggregate of USD1,313.5 million. Certain trade accounts and notes receivable due from the subsidiaries to LGD arising from export sales were sold to banks under the agreements above. As of March 31, 2008, trade accounts receivable amounting to (Won)581,926 million are current and there are no outstanding trade accounts receivable that are past due. The transferred accounts receivable was recorded as short-term borrowings.
In October 2006, LG Display America, Inc. (formerly, LG.Philips LCD America, Inc.), LG Display Germany GmbH (formerly, LG.Philips LCD Germany GmbH), LG.Philips LCD Shanghai Co., Ltd. and LG Display Hong Kong Co., Ltd. (formerly, LG.Philips LCD Hong Kong Co., Ltd.), entered into a five-year accounts receivable selling program with Standard Chartered Bank, selling accounts receivable on a revolving basis, of up to USD600 million. LGD joined this program in April 2007. For the three-month period ended March 31, 2008, no accounts receivable were sold.
In September 2004, LG Display America Inc., LG Display Germany GmbH, LG Display Japan Co., Ltd. (formerly, LG.Philips LCD Japan Co., Ltd.) and LG Display Taiwan Co., Ltd. (formerly, LG.Philips LCD Taiwan Co., Ltd.) entered into a five-year accounts receivable securitization program (the Program) with LG.Philips LCD America Finance Corporation, ABN AMRO-Taipei Branch and ABN AMRO-Tokyo Branch. The Program allowed the subsidiaries to sell, on a revolving basis, an undivided interest up to USD350 million in eligible accounts receivables. However, on March 12, 2008, the Program was terminated.
In June 2006, LG.Philips LCD Shanghai Co., Ltd. entered into an accounts receivable selling program with Standard Chartered Bank for up to USD200 million. At March 31, 2008, no accounts and notes receivable were sold that are past due.
In September 2006, LG Display Taiwan Co., Ltd. entered into accounts receivable selling program with ChinaTrust Bank and another bank of up to USD587.5 million. At March 31, 2008, no accounts and notes receivable were sold that are past due.
76
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
Letters of credit
As of March 31, 2008, LGD has agreements with Korea Exchange Bank and other several banks in relation to the opening of letters of credit amounting to (Won)90,000 million and USD35.5 million. There is no outstanding balance as of March 31, 2008.
Payment guarantees
LGD receives repayment guarantees from ABN AMRO Bank amounting to USD8.5 million relating to tax payments in Poland. As of March 31, 2008, LGD entered into a payment guarantee agreement with a syndicate of banks including Kookmin Bank and Societe Generale in connection with a EUR70 million term loan credit facility of LG Display Poland Sp. zo.o. As of March 31, 2008, EUR70 million of long-term debt is outstanding in relation to the abovementioned agreement.
LG Display America, Inc. and other subsidiaries have entered into short-term facility agreements of up to USD57 million, EUR3.6 million, and JPY5,200 million with Comerica Bank and other various banks. LG Display Japan Co., Ltd. and LG Display Taiwan Co., Ltd. are provided with repayment guarantees from Bank of Tokyo-Mitsubishi and ABN AMRO Bank amounting to JPY1,300 million and USD4 million, respectively, relating to their local tax payments. As of March 31, 2008, JPY769 million of short-term borrowing is outstanding in relation to the abovementioned agreements.
License agreements
As of March 31, 2008, in relation to its TFT-LCD business, LGD has technical license agreements with Hitachi, Ltd., and others, and has trademark license agreements with LG Corporation and Koninklijke Philips Electronics N.V.
Rental Contract with LG Electronics Inc.
On January 1, 2008, the AM-OLED business was transferred from LG Electronics Inc. to the Company, mainly the related patents and employees. LGD entered into an annual contract to rent manufacturing facilities (land, buildings and machinery) from LG Electronics Inc.
(b) | Contingencies |
As of March 31, 2008, LGD is involved in several legal proceedings and claims arising in the ordinary course of business. The Companys management does not expect that the outcome in these legal proceedings and claims, individually or collectively, will have any material adverse effect on the Companys financial condition, results of operations or cash flows.
Patent Infringement lawsuit against Chi Mei Optoelectronics Corp. and others
On December 1, 2006, the Company filed a complaint against Chi Mei Optoelectronics Corp., AU Optronics Corp., Tatung Company and ViewSonic Corp., alleging patent infringement related to liquid crystal display and manufacturing process for TFT-LCDs in the United States District Court for the District of Delaware. On March 8, 2007, AU Optronics Corp. countersued
77
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
the Company in the United States District Court for the Western District of Wisconsin, but the case was transferred to the United States District Court for the District of Delaware due to the Companys motion to transfer. On May 4, 2007, Chi Mei Optoelectronics Co. countersued the Company for patent infringement in the United States District Court for the Eastern District of Texas, but, on March 31, 2008, the suit was transferred to the United States District Court for the District of Delaware according to the Companys motion to transfer.
Settlement of lawsuits with Tatung Co., and ViewSonic Corp.
On December 6, 2007, the Company and Tatung Co. signed a settlement agreement regarding the dismissal of pending claims. On January 19, 2008, the Company and ViewSonic Corp. signed a settlement agreement regarding the dismissal of pending claims. The settlement did not have any effect on the Companys consolidated financial statements.
Intervention in Positive Technologies, Incs patent infringement lawsuit
On April 14, 2006, Positive Technologies, Inc. filed a complaint in the United States District Court for the Eastern District of Texas against, among others, several of the Companys customers, including BenQ America Corp., Hitachi America Ltd., Panasonic Corp. of North America, Philips Electronics North America Corp. and Toshiba America, Inc. for alleged infringement of two of its patents relating to LCD displays. Positive Technologies, Inc. is seeking, among other things, damages for past infringement. On March 7, 2007, the United States District Court for the Eastern District of Texas granted the Companys intervention in the patent infringement case brought by Positive Technologies, Inc.
Anvik Corporations lawsuit of infringement of patent
On February 2, 2007, Anvik Corporation filed a patent infringement case against the Company, along with other LCD manufacturing companies, in connection with the usage of photo-masking equipment manufactured by Nikon Corporation.
Investigation on anti-competitive activities by authorities in Korea, Japan and U.S.
The Company is currently under investigation by the fair trade or antitrust authorities in Korea, Japan, US and other markets with respect to possible anti-competitive activities in the LCD industry. As of March 31, 2008, the Company, along with a number of other companies in the LCD industry, has been named as defendants in a number of purported federal class actions in the United States alleging that the defendants violated the antitrust laws in connection with the sale of LCD panels. In February 2007, the Company and certain of its officers and directors have been named as defendants in a federal class action in the United States by the shareholders of the Company alleging violations of the U.S. Securities Exchange Act of 1934, as amended, by the Company and certain of its officers and directors in connection with possible anti-competitive activities in the LCD industry. The Company and the officers and directors intend to defend themselves vigorously in this matter.
While the Company intends to defend each of the abovementioned suits vigorously, it is too early in the proceedings to evaluate the probability of a favorable or unfavorable outcome of the actions, or to estimate the potential loss, if any.
78
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
Investment agreement with Polish Government
The Company acquired land at EUR 1 and received cash grants which are intended to be used for the construction of a plant according to an investment agreement with the Polish Government. The land was recognized at the fair value at acquisition date, amounting to PLN57,413 thousand ((Won)25,517 million) and the corresponding amount was recorded as a liability. The cash grants amounting to PLN40,005 thousand ((Won)17,780 million) were also recorded as a liability due to the repayment contingency to be determined in 2012 based on the level of employment and investment.
15. | Fair Value of Assets and Liabilities |
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available-for-sale securities, derivatives and long-term debts including the current portion are recorded at fair value on a recurring basis.
Effective January 1, 2008, upon adoption of SFAS No. 159, the Company may elect to use fair value to measure eligible items at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. However, as of March 31, 2008, the Company did not elect to measure any eligible assets or liabilities at fair value in accordance with the Standard.
SFAS No. 157 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements for fair value measurements. Additionally, SFAS No. 157 amended SFAS No. 107, Disclosure about Fair Value of Financial Instruments (SFAS No. 107), and, as such, the Company follows SFAS No. 157 in determination of SFAS No. 107 fair value disclosure amounts. The disclosures required under SFAS No. 157 and SFAS No. 107 has been included in this note. However, as of March 31, 2008, the Company has deferred the application of SFAS No. 157 for its nonfinancial assets and liabilities.
Fair Value Hierarchy
Under SFAS No. 157, the Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Companys own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
79
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
Determination of Fair Value
Under SFAS No. 157, the Company bases its fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is the Companys policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in SFAS No. 157.
Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon the Companys own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future value.
Following is a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for financial instruments not recorded at fair value (SFAS No. 107 disclosures).
Assets
Available-for-sale securities
Available-for-sale securities are recorded at fair value on a recurring basis. Fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the securitys credit rating and other factors such as credit loss assumptions.
Derivatives
The Company measures fair value of derivatives using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and, accordingly, classify as Level 2. Examples of Level 2 derivatives are basic interest rate swaps and forward contracts.
Liabilities
Long-term debt and payables
Long-term debt is carried at amortized cost. However, the Company is required to estimate the fair value of long-term debt and payables under SFAS No. 107. Generally, the discounted cash flow method is used to estimate the fair value of the Companys long-term debt and payables. Contractual cash flows are discounted using rates currently traded for the bonds with similar remaining maturities and, as such, these discount rates include the Companys current spread levels.
80
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The table below presents the amounts of assets and liabilities measured at fair value on a recurring basis as of March 31, 2008.
(in millions of Korean Won) | Total | Level 1 | Level 2 | Level 3 | |||||||
Available-for-sale securities |
(Won) | 100,349 | | 100,349 | | ||||||
Derivatives, net |
(102,052 | ) | | (102,052 | ) | |
Fair Value of Financial Instruments
The table below is a summary of fair value estimates as of December 31, 2007 and March 31, 2008, for financial instruments, as defined by SFAS No. 107, excluding short-term financial assets and liabilities, for which carrying amounts approximate fair value, and excluding financial instruments recorded at fair value on a recurring basis. The carrying amounts in the following table are recorded in the consolidated balance sheet under the indicated captions.
(in millions of Korean Won) | 2007 | 2008 | |||||||
Carrying amount |
Estimated fair value |
Carrying amount |
Estimated fair value | ||||||
Long-term debt including the current portion |
(Won) | 3,453,488 | 3,234,667 | 3,504,902 | 3,348,582 | ||||
Long-term other accounts payable |
(Won) | | | 36,613 | 34,524 |
In accordance with SFAS No. 107, the Company has not included assets and liabilities that are not financial instruments in this disclosure.
81
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
16. | Segment Information |
The Company has one reportable business segment, the manufacture and sale of TFT-LCDs. The following is a summary of operations by country based on the location of the customer, where the Companys products are shipped to, as of and for the three-month periods ended March 31, 2007 and 2008.
By Geography |
|||||
(in millions of Korean Won) | 2007 | 2008 | |||
Revenue from external customers: |
|||||
Republic of Korea |
(Won) | 218,608 | 280,977 | ||
China |
1,316,338 | 2,065,712 | |||
Asia |
375,689 | 583,588 | |||
America |
238,889 | 372,120 | |||
Europe |
476,253 | 696,809 | |||
Others |
96,679 | 36,405 | |||
Total |
(Won) | 2,722,456 | 4,035,611 | ||
During the three-month periods ended March 31, 2007 and 2008, the Companys revenue from its three largest customers, LG Electronics, Hewlett-Packard and Philips Electronics, accounted for 42.5% and 43.5% of total revenue, respectively. Sales to LG Electronics constituted 20.7% and 22.7% of total revenue, for the three-month periods ended March 31, 2007 and 2008, respectively. Sales to Hewlett-Packard constituted 9.5% and 10.5% of total revenue, for the three-month periods ended March 31, 2007 and 2008, respectively. Sales to Philips Electronics constituted 12.3% and 10.3% of total revenue, for the three-month periods ended March 31, 2007 and 2008, respectively.
Approximately 94% of the Companys total assets are located in the Republic of Korea.
The Company purchases a number of components from various sources. In some cases, alternative sources of supply are not available. In other cases, the Company may establish a working relationship with a single source, even when multiple suppliers are available, if the Company believes it is advantageous to do so due to performance, quality, support, delivery, capacity or price considerations. If the supply of a critical material or component were delayed or curtailed, the Companys ability to ship the related product in desired quantities and in a timely manner could be adversely affected. Even where alternative sources of supply are available, qualification of the alternative suppliers and establishment of reliable supplies could result in delays and a possible loss of sales, which could adversely affect operating results.
82
LG DISPLAY CO., LTD. (Formerly, LG.Philips LCD Co., Ltd.) AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007 and 2008
The following is a summary of revenue by product for the three-month periods ended March 31, 2007 and 2008:
By Product |
|||||
(in millions of Korean Won) | 2007 | 2008 | |||
Panels for: |
|||||
TFT-LCD televisions |
(Won) | 1,202,108 | 1,776,125 | ||
Desktop monitors |
744,485 | 1,068,210 | |||
Notebook computers |
599,635 | 985,794 | |||
Others |
176,228 | 205,482 | |||
Total |
(Won) | 2,722,456 | 4,035,611 | ||
17. | Supplemental Cash Flows Information |
Significant transactions not affecting cash flows for the three-month periods ended March 31, 2007 and 2008 are as follows:
(in millions of Korean Won) | 2007 | 2008 | |||
Non-cash investing and financing activities: |
|||||
Other accounts payable arising from the purchase of property, plant and equipment and intangible assets |
(Won) | 705,824 | 459,213 |
Interest payments for the three-month periods ended March 31, 2007 and 2008 were (Won)45,530 million and (Won)36,437 million, respectively. Income taxes paid for the three-month periods ended March 31, 2007 and 2008 were (Won)1,885 million and (Won)35,015 million, respectively.
18. | Subsequent Events |
On April 7, 2008, the Company entered into a 50-50 joint venture agreement with Skyworth-RGB Electronics Co., Limited (Skyworth), to set up a research and development joint venture company, to be named Guangzhou New Vision Technology Research and Development Limited. Both Skyworth and the Company agreed to invest RMB 25 million each in the joint venture company which is expected to be formed in May 2008. The joint venture company will carry out product planning, design and development activities spanning from TFT-LCD modules to television sets with the purpose of providing televisions tailored to meet the needs of Chinese consumers.
83
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: May 15, 2008 | By: | /s/ Dong Joo Kim | ||
(Signature) | ||||
Name: | Dong Joo Kim | |||
Title: | Vice President/ | |||
Finance & Risk Management Department |