REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
one-half of one share of Common Stock |
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Common Stock, par value 5,000 per share |
* |
Not for trading, but only in connection with the registration of the American Depositary Shares. |
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Accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
U.S. GAAP ☐ |
Other ☐ | |||||||
by the International Accounting Standards Board |
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PART I |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 4A. |
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Item 5. |
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Item 6. |
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Page |
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Item 7. |
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Item 8. |
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Item 9. |
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Item 10. |
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Item 11. |
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Item 12. |
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PART II |
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Item 13. |
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Item 14. |
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Item 15. |
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Item 16. |
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Item 16A. |
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Item 16B. |
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Item 16C. |
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Item 16D. |
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Item 16E. |
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Item 16F. |
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Item 16G. |
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Item 16H. |
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Item 16I. |
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PART III |
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Item 17. |
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Item 18. |
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Item 19. |
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• | the cyclical nature of our industry; |
• | our dependence on introducing new products on a timely basis; |
• | our dependence on growth in the demand for our products; |
• | our ability to compete effectively; |
• | our dependence on a select group of key customers; |
• | our ability to successfully manage our capacity expansion and allocation in response to changing industry and market conditions; |
• | our dependence on key personnel; |
• | general economic and political conditions, including those related to the display panel industry; |
• | possible disruptions in commercial activities caused by events such as natural disasters, health epidemics, terrorist activity and armed conflict; |
• | fluctuations in foreign currency exchange rates; and |
• | those other risks identified in the “Risk Factors” section of this annual report. |
Item 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Item 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
Item 3. |
KEY INFORMATION |
Item 3.A. |
[RESERVED] |
Item 3.B. |
Capitalization and Indebtedness |
Item 3.C. |
Reasons for the Offer and Use of Proceeds |
Item 3.D. |
Risk Factors |
• | an increase in unemployment among, and/or decrease in disposable income of, consumers who purchase the products manufactured by our end-brand customers and a decline in overall consumer confidence and spending levels, which in turn may decrease demand for our products; |
• | disruption in the normal operations of the businesses of our customers, which in turn may decrease demand for our products; |
• | disruption in the supply of raw materials, components and equipment, including semiconductors from our vendors; |
• | disruption in the delivery of our products to our customers; |
• | disruption in the normal operations of our business resulting from contraction of COVID-19 by our employees, which may necessitate our employees to be quarantined and/or our manufacturing facilities or offices to be temporarily shut down; |
• | disruption resulting from the necessity for social distancing, including implementation of temporary adjustment of work arrangements requiring employees to work remotely and restriction on overseas and domestic business travel, which may lead to a reduction in labor productivity; |
• | fluctuations of the Won against major foreign currencies (see “— Our results of operations are subject to exchange rate fluctuations |
• | unstable global and Korean financial markets, which may adversely affect our ability to meet our funding needs on a timely and cost-effective basis; and |
• | decreases in the fair value of our investments in companies that may be adversely affected by the pandemic. |
• | In August 2021, we announced plans to make investments in an aggregate amount of up to W 3.3 trillion in a new fabrication facility in Paju, Korea, which would be used for the production of small- to mid-sized OLED panels. We have begun construction in August 2021, which is expected to continue until the first quarter of 2024. The exact completion date is subject to change based on market conditions and any changes to our investment timetable. |
• | In response to and in anticipation of growing demand in the China market, we established a joint venture with the government of Guangzhou to construct a new fabrication facility to manufacture next generation large-sized OLED panels, which was established under the name of LG Display High-Tech (China) Co., Ltd., in July 2018. We currently hold a 70% ownership interest in the joint venture and the government of Guangzhou holds the remaining 30% ownership interest. We have invested approximately W 6 trillion in capital expenditures for the joint venture and commenced mass production of large-sized OLED panels at such fabrication facility in July 2020. |
• | In July 2017, we announced plans to make investments in an aggregate amount of up to W 7.8 trillion in new large-sized and plastic OLED production lines in Paju, Korea. In July 2019, we announced plans to make additional investments of W 3.0 trillion in the previously announced new large-sized OLED production lines. We are in the process of developing and assessing the specifics of such planned investments, including the timing. |
• | the aggregate number of shares of common stock we have consented to allow to be deposited for the issuance of ADSs (including deposits in connection with offerings of ADSs and stock dividends or other distributions relating to ADSs); and |
• | the number of shares of common stock on deposit with the custodian for the benefit of the depositary at the time of such proposed deposit, |
• | a registration statement filed by us under the U.S. Securities Act of 1933, as amended, is in effect with respect to those shares; or |
• | the offering and sale of those shares is exempt from or is not subject to the registration requirements of the Securities Act. |
• | declines in consumer confidence and a slowdown in consumer spending, including as a result of the ongoing global COVID-19 pandemic; |
• | adverse conditions or developments in the economies of countries and regions that are important export markets for Korea, such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, including as a result of deteriorating economic and trade relations between the United States and China and increased uncertainties resulting from the United Kingdom’s exit from the European Union; |
• | adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. dollar, the Euro or the Japanese Yen exchange rates or revaluation of the Chinese Yuan), interest rates, inflation rates or stock markets; |
• | the occurrence of severe health epidemics in Korea or other parts of the world, such as the COVID-19 pandemic; |
• | deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy; |
• | increased sovereign default risk in select countries and the resulting adverse effects on the global financial markets; |
• | a deterioration in the financial condition or performance of small- and medium-sized enterprises and other companies in Korea due to the Korean government’s policies to increase minimum wages and limit working hours of employees; |
• | investigations of large Korean business groups and their senior management for possible misconduct; |
• | a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea; |
• | the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements; |
• | social and labor unrest; |
• | substantial changes in the market prices of Korean real estate; |
• | a substantial decrease in tax revenues and a substantial increase in the Korean government’s expenditures for fiscal stimulus measures, unemployment compensation and other economic and social programs, in particular in light of the Korean government’s ongoing efforts to provide emergency relief payments to households and emergency loans to corporations in need of funding in light of COVID-19, which, together, would likely lead to a national budget deficit as well as an increase in the Korean government’s debt; |
• | financial problems or lack of progress in the restructuring of Korean business groups, other large troubled companies, their suppliers or the financial sector; |
• | loss of investor confidence arising from corporate accounting irregularities or corporate governance issues concerning certain Korean companies; |
• | increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea; |
• | geopolitical uncertainty and the risk of further attacks by terrorist groups around the world; |
• | political uncertainty or increasing strife among or within political parties in Korea; |
• | hostilities or political or social tensions involving oil producing countries in the Middle East (including a potential escalation of hostilities between the United States and Iran) and Northern Africa and any material disruption in the global supply of oil or sudden increase in the price of oil; |